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McCoy Global 2018 Second Quarter Managements Discussion and Analysis

EXPLANATORY NOTES

The following Management’s Discussion and Analysis of Financial Results (“MD&A”), dated August 9, 2018, should be read in conjunction with the cautionary statement regarding forward-looking information and statements below, as well as the audited consolidated financial statements and notes thereto, for the years ended December 31, 2017 and 2016. The annual consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts in the following MD&A are in Canadian dollars unless otherwise stated. References to “McCoy,” “McCoy Global,” “the Corporation,” “we,” “us” or “our” mean McCoy Global Inc. and its subsidiaries, unless the context otherwise requires. Additional information relating to McCoy Global, including periodic quarterly and annual reports and Annual Information Forms (“AIF”), filed with Canadian securities regulatory authorities, is available on SEDAR at sedar.com and our website at mccoyglobal.com.

FORWARD-LOOKING INFORMATION AND STATEMENTS

This MD&A contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking information is often, but not always, identified by the use of words such as “could”, “should”, “can”, “anticipate”, “expect”, “objective”, “ongoing”, “believe”, “will”, “may”, “projected”, “plan”, “sustain”, “continues”, “strategy”, “potential”, “projects”, “grow”, “take advantage”, “estimate”, “well-positioned” or similar words suggesting future outcomes.

In particular, this MD&A contains:

• Forward-looking statements relating to McCoy Global’s:
• future development and organic growth prospects;
• re-structuring plans and cost structure;
• business strategy;
• competitive advantages; and
• merger and acquisition strategy.

Forward-looking statements respecting:

• the business opportunities for the Corporation that are based on the views of management of the Corporation
  and current and anticipated market conditions; and
• the perceived benefits of the growth and operating strategies of the Corporation; which are based upon the
  financial and operating attributes of the Corporation as at the date hereof, as well as the anticipated operating
  and financial results.

Other forward-looking statements regarding the Corporation are located in the documents incorporated by reference in this MD&A and are based on certain key expectations and assumptions of the Corporation concerning anticipated financial performance, business prospects, strategies, the sufficiency of budgeted capital expenditures in carrying out planned activities, the availability and cost of labour and services and the ability to obtain financing on acceptable terms, which are subject to change based on market conditions and potential timing delays. Although management of the Corporation considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect.

By their very nature, forward-looking statements involve inherent risks and uncertainties (both general and specific) and risks that forward-looking statements will not be achieved. Undue reliance should not be placed on forward-looking statements, as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in the forward-looking statements, including those set out below and those detailed elsewhere in this MD&A:

• oil and natural gas price fluctuations
• domestic and foreign competition
• technology
• replacement or reduced use of products and services
• international operations
• ability to effectively manage growth
• business mergers and acquisitions
• supply chain
• reliance on key persons workforce availability
• legal compliance
• litigation
• breach of confidentiality
• safety performance
• foreign exchange
• restrictive covenants on line of credit
• availability of financing
• selling additional common shares
• customers’ inability to obtain credit/financing
• material differences between actual results and management estimates and assumptions
• Greenhouse Gas (“GHG”) regulations
• change in U.S. administration
• conservation measures and technological advances
• terrorist attack or armed conflict
• sufficiency of internal controls
• insurance sufficiency, availability and rate risk
• information security; and
• challenges by taxation authorities.

Readers are cautioned that the foregoing list is not exhaustive.

The reader is further cautioned that the preparation of financial statements in accordance with IFRS requires management to make certain judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. These judgments and estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.

The information contained in this MD&A, including the documents incorporated by reference herein, identifies additional factors that could affect the operating results and performance of the Corporation. We urge you to carefully consider those factors.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this MD&A are made as of the date of this MD&A and the Corporation does not undertake and is not obligated to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.