6-K - SANG - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIESEXCHANGE ACT OF 1934

For the month of February 2022

Commission File Number 001-41175

SANGOMATECHNOLOGIES CORPORATION

(Exact name of Registrantas specified in its charter)

N/A

(Translation of Registrant’sname)

100 Renfrew Drive

Suite 100

Markham, Ontario, CanadaL3R 9R6

(905) 474-1990

(Address and telephonenumber of registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ¨ Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 of this Form 6-K are incorporated by reference as exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-261071).

DOCUMENTS INCLUDEDAS PART OF THIS REPORT

Exhibit
99.1	Condensed consolidated interim financial statements of the Registrant for the three and six month periods ended December 31, 2021 and<br>2020.
99.2	Management discussion and analysis of financial condition and results of operations of the Registrant for the three and six month periods<br>ended December 31, 2021.
99.3	News Release, dated February 10, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SangomaTechnologies Corporation
Date: February 10, 2022	By:	/s/ Larry Stock
		Name: Larry Stock
		Title: Chief Corporate Officer

Exhibit 99.1

SANGOMA TECHNOLOGIES CORPORATION

Condensed consolidated interim financial statementsfor

the three and six month periods ended December 31,2021 and 2020

(Unaudited in U.S. Dollars)

100 Renfrew Drive, Suite 100,

Markham, Ontario,

Canada L3R 9R6

Sangoma Technologies Corporation

December 31, 2021 and 2020

Table of contents

Condensed consolidated interim statements of financial position	3
Condensed consolidated interim statements of income (loss) and comprehensive income (loss)	4
Condensed consolidated interim statements of changes in shareholders’ equity	5
Condensed consolidated interim statements of cash flows	6
Notes to the condensed consolidated interim financial statements	7-28

Sangoma Technologies Corporation

Condensed consolidated interim statements of financial position

As at December 31, 2021, June 30, 2021 and June 30, 2020

(Unaudited in US dollars)

****	****

Assets
Current assets
Cash and cash equivalents (Note 13)
Trade receivables (Note 13)
Inventories (Note 4)
Income tax receivable
Contract assets
Other current assets

Non-current assets
Property and equipment (Note 5)
Right-of-use assets (Note 17)
Intangible assets (Note 6)
Development costs (Note 7)
Deferred income tax assets (Note 10)
Goodwill (Note 8)
Contract assets

Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 13)
Provisions (Note 18)
Sales tax payable
Income tax payable
Consideration payable (Note 16)
Operating facility and loans (Note 9)
Contract liabilities (Note 15)
Derivative liability (Note 9)
Lease obligations on right-of-use assets (Note 17)

Long term liabilities
Consideration payable (Note 16)
Operating facility and loans (Note 9)
Contract liabilities (Note 15)
Non-current lease obligations on right-of-use assets (Note 17)
Deferred income tax liabilities (Note 10)
Other non-current liabilities

Shareholders’ equity
Share capital
Shares to be issued
Contributed surplus
Accumulated other comprehensive loss	)	)	)
Retained earnings

All values are in US Dollars.

Approved by the Board
(Signed)	Al Guarino	Director
(Signed)	Allan Brett	Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements. The comparative periods have been retrospectively adjusted to reflect the change in presentation currency from Canadian dollars to US dollars (Note 2).

Sangoma Technologies Corporation

Condensed consolidated interim statements of income (loss) and comprehensive income (loss)

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

	Three month periods ended				Six month periods ended
	December 31,				December 31,
	2021		2020		2021		2020

Revenue (Note 19)		54,235,996		27,086,905		106,714,727		53,309,853
Cost of sales		14,833,191		9,156,990		29,458,978		18,065,305
Gross profit		39,402,805		17,929,915		77,255,749		35,244,548
Expenses
Sales and marketing		14,244,855		4,134,063		27,332,226		7,959,141
Research and development		7,759,342		4,200,177		16,118,873		8,782,931
General and administration		18,147,635		6,800,543		35,414,451		13,171,853
Foreign currency exchange (gain) loss		92,392		(3,595		85,516		(15,618
		40,244,224		15,131,188		78,951,066		29,898,307
Income (loss) before interest expense (net), business integration costs, exchange<br> listing expense, gain on change in fair value of consideration payable, business acquisition costs and income<br> taxes		(841,419		2,798,727		(1,695,317		5,346,241
Interest expense (net) (Notes 9, 13, 17)		597,451		372,205		1,253,031		760,490
Business integration costs		-		-		836,317		-
Exchange listing expense		1,050,635		-		1,050,635		-
Loss(Gain) on change in fair value of consideration payable (Note 16)		(142,809		-		104,258		-
Business acquisition costs (Note 20)		-		750		-		808
		1,505,277		372,955		3,244,241		761,298
Income (loss) before income tax		(2,346,696		2,425,772		(4,939,558		4,584,943
Provision for income taxes
Current (Note 10)		437,790		1,288,717		807,598		1,484,657
Deferred (Note 10)		(307,403		(635,647		(969,283		(251,934
Net income (loss)		(2,477,083		1,772,702		(4,777,873		3,352,220
Other comprehensive income (loss)
Items to be reclassified to net income
Change in fair value of interest rate swaps, net of tax (Note 9)		112,039		55,722		151,059		91,839
Comprehensive income (loss)		(2,365,044		1,828,424		(4,626,814		3,444,059
Earnings per share
Basic (Note 11(iii))	$	(0.078	$	0.112	$	(0.151	$	0.223
Diluted (Note 11(iii))	$	(0.078	$	0.110	$	(0.151	$	0.219
Weighted average number of shares outstanding (Note 11(iii))
Basic		31,726,308		15,885,707		31,721,761		15,062,849
Diluted		31,726,308		16,141,844		31,721,761		15,292,886

All values are in US Dollars.

Sangoma Technologies Corporation
Condensed<br> consolidated interim statements of changes in shareholders' equity
For<br> the six month periods ended December 31, 2021 and 2020
(Unaudited in US dollars)
	Number of				Shares			Accumulated other				Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	common			Share	to be	Contributed		comprehensive		Retained		shareholders'
	shares			capital	issued	surplus		loss		earnings		equity

Balance, June 30, 2020		10,869,676							)
Net income		-
Change in fair value of interest rate<br> swaps, net of tax (Note 9)		-
Common shares issued through short form<br> prospectus, net of costs (Note 11(i))		5,000,857
Common shares issued for options<br> exercised (Note 11(i))		37,936					)
Share-based compensation expense (Note 11(ii))		-
Balance, December 31, 2020		15,908,469							)
Balance, June 30, 2021		19,021,644							)
Net loss		-									)		)
Change in fair value of interest rate<br> swaps, net of tax (Note 9)		-
Deferred tax benefit on share issuance costs (Note 10)		-
Common shares issued for options<br> exercised (Note 11(i))		39,594					)
Rounding of fractional shares after<br> share consolidation (Note 2)		(30	)
Share-based compensation expense (Note 11(ii))		-
Balance, December 31, 2021		19,061,208							)

All values are in US Dollars.

Sangoma Technologies Corporation
Condensed<br> consolidated interim statements of cash flows
For the<br> six month periods ended December 31, 2021 and 2020
(Unaudited<br> in US dollars)
	2021		2020
---	---	---	---	---

Operating activities
Net income (loss)		(4,777,873		3,352,220
Adjustments for:
Depreciation of property and equipment (Note 5)		983,667		304,029
Depreciation of right-of-use assets (Note 17)		1,485,942		1,222,038
Amortization of intangible assets (Note 6)		15,298,148		2,930,759
Amortization of development costs (Note 7)		515,386		688,414
Deferred income tax expense (recovery) (Note 10)		(969,283		(251,934
Income tax paid		(1,632,768		(1,235,808
Share-based compensation expense (Note 11(ii))		4,452,261		284,378
Interest on obligation on right-of-use assets (Note 17)		216,634		173,329
Unrealized foreign exchange loss (gain)		44,022		45,036
Gain on terminated leases		-		(14,873
Loss on consideration payable		104,258		-
Changes in working capital
Trade receivables		(1,241,337		1,234,063
Inventories		(2,521,162		280,816
Income tax receivable		1,992,334		1,678,144
Contract assets		(1,100,764		(184,461
Other current assets		(2,222,779		(152,682
Sales tax payable		(372,817		(232,107
Accounts payable and accrued liabilities		(1,464,786		(1,608,717
Provisions		(159,061		70,932
Contract liabilities		(1,976,566		(699,048
Net cash flows from operating activities		6,653,456		7,884,528
Investing activities
Purchase of property and equipment (Note 5)		(508,482		(196,123
Development costs (Note 7)		(736,091		(766,241
Business<br> combinations, net of cash and cash equivalents acquired (Note 20)		(2,000,000		-
Net cash flows used in investing activities		(3,244,573		(962,364
Financing activities
Repayments of operating facility and loan (Note 9)		(7,275,000		(9,500,000
Repayment of right-of-use lease obligation (Note 17)		(1,622,541		(1,301,088
Issuance of common shares through short<br> form prospectus, net (Note 11(i))		-		56,295,235
Issuance of common shares for stock options exercised (Note 11(i))		346,483		67,508
Net cash flows (used in) from financing activities		(8,551,058		45,561,655
(Decrease) Increase in cash and cash equivalents		(5,142,175		52,483,819
Cash and cash equivalents, beginning of the period		22,095,596		19,995,497
Cash and cash equivalents, end of the period		16,953,421		72,479,316

All values are in US Dollars.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

1.	General information

Founded in 1984, Sangoma Technologies Corporation (“Sangoma” or the “Company”) is publicly traded on the Toronto Stock Exchange (TSX: STC) and NASDAQ (NASDAQ: SANG). The Company’s shares were traded on the TSX Venture Exchange under the symbol STC until November 1, 2021, at which point the Company’s shares commenced trading on the TSX. In conjunction with listing on the TSX, the Company’s shares were delisted from the TSX Venture Exchange. The Company’s shares commenced trading on NASDAQ on December 16, 2021. The Company was incorporated in Canada, its legal name is Sangoma Technologies Corporation and its primary operating subsidiaries for fiscal 2022 are Sangoma Technologies Inc., Sangoma US Inc., VoIP Supply LLC, Digium Inc., VoIP Innovations LLC and Star2Star Communications LLC.

Sangoma is a leading provider of hardware and software components that enable or enhance Internet Protocol Communications Systems for both telecom and datacom applications. Enterprises, small to medium sized businesses (“SMBs”) and telecom operators in over 150 countries rely on Sangoma’s technology as part of their mission critical infrastructures. The product line includes data and telecom boards for media and signal processing, as well as gateway appliances and software.

The Company is domiciled in Ontario, Canada. The address of the Company’s registered office is 100 Renfrew Dr., Suite 100, Markham, Ontario, L3R 9R6 and the Company operates in multiple jurisdictions.

2.	Significant accounting policies

Statement of compliance and basisof presentation

The accompanying condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting. The condensed consolidated interim financial statements do not include all the information required for annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2021.

These condensed consolidated interim financial statements were, at the recommendation of the audit committee, approved and authorized for issuance by the Company’s Board of Directors on February 10, 2022.

These condensed consolidated interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended June 30, 2021, except for the change in presentation currency of the Company from Canadian dollars to US dollars described below:

Change in presentation currencyof the Company

Effective July 1, 2021, the Company elected to change the presentation currency in its condensed consolidated interim financial statements from Canadian dollars to US dollars, which was applied on a retrospective basis.

Since July 1, 2020, the Company and all of its significant wholly-owned operating subsidiaries are measured in US dollar as the functional currency. The US dollar translated amounts of nonmonetary assets and liabilities as at July 1, 2020 became the historical accounting basis for those assets and liabilities at July 1, 2020. Transactions in non-USD currencies are initially recorded in the US dollar by applying the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in other than US dollar are revaluated at the foreign exchange rate at the reporting date. Foreign exchange differences arising on translation are recognized in the income statement. As both functional currency and presentation currency are US dollar, there is no further need to translate for its presentation.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

2.	Significant accounting policies (continued)

Change in presentation currencyof the Company (continued)

A change in presentation currency represents a change in an accounting policy in terms of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. The Company has retrospectively applied the change to its comparative information for the three and six month periods ended December 31, 2020 and for the fiscal year ended June 30, 2021 by removing the translation adjustments applied in prior year’s statements and reverting to present the amounts and balances in their US dollar functional currency.

It should be noted that the functional currencies of the Company’s primary economic environments in which underlying businesses operate remain unchanged and that foreign exchange exposures will therefore be unaffected by the change, albeit that the effects of such exposures will be presented in US dollar. All other accounting policies remain consistent with those adopted in the audited consolidated financial statements for the year ended June 30, 2021.

Share consolidation (reverse stocksplit)

On November 2, 2021, the Company implemented a consolidation (the “reverse stock split”) of its outstanding Common Shares on the basis of one new Common Share for every seven currently outstanding Common Shares (the “Consolidation Ratio”). At the special meeting of the Company’s shareholders held on September 23, 2021, the Company’s shareholders granted the Company’s Board of Directors discretionary authority to implement a consolidation of the issued and outstanding common shares of the Company on the basis of a consolidation ratio of up to 20 pre-consolidation common shares for one post-consolidation common share. The Board of Directors selected a share consolidation ratio of seven pre-consolidation common shares for one post-consolidation common share. The Company’s common shares began trading on the TSX on a post-consolidation basis under the Company’s existing trade symbol "STC" on November 8, 2021. In accordance with International Financial Reporting Standards (“IFRS”), the change has been applied retrospectively.

The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. As a result of the reverse stock split, the Company further adjusted the share amounts and exercise prices under its option plans and outstanding options.

IAS 33 Earnings per Share (paragraph64) requires retrospective restatement of earnings per share for a reverse stock split that occurs subsequent to the balance sheet date but before the date of authorization of the statements. As a result, all disclosures of common shares, per common share data and data related to options in the accompanying condensed consolidated interim financial statements and related notes reflect this reverse stock split for all periods presented.

3.	Significant accounting judgments, estimates and uncertainties

Except for the change in the Company’s presentation currency, these unaudited condensed consolidated interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended June 30, 2021 and which are available at www.sedar.com. They were prepared using the same critical estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended June 30, 2021.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

4.	Inventories

Inventories recognized in the consolidated statements of financial position are comprised of:

	December 31,		June 30,
	2021		2021

Finished goods		10,006,681		8,422,594
Parts		4,846,421		3,902,439
		14,853,102		12,325,033
Provision for obsolescence		(511,817		(504,910
Net inventory carrying value		14,341,285		11,820,123

All values are in US Dollars.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

5.	Property and equipment
	Office<br> furniture and <br>computer <br>equipment	Software and<br><br> books	Stockroom<br> and <br>production<br> equipment	Tradeshow<br><br>equipment	Leasehold<br><br> improvements	Total
---	---	---	---	---	---	---
		$		$	$
Cost
Balance at June 30, 2020	1,989,536	412,766	1,290,759	47,210	321,787	4,062,058
Additions through business combinations (Note 20)	473,123	-	4,861,810	-	-	5,334,933
Additions	867,227	3,990	235,053	-	26,676	1,132,946
Disposals	-	-	(132,789	-	-	(132,789
Balance at June 30, 2021	3,329,886	416,756	6,254,833	47,210	348,463	10,397,148
Additions	313,594	40,602	127,454	-	26,832	508,482
Disposals	(15,155	-	(117,718	-	-	(132,873
Balance at December 31, 2021	3,628,325	457,358	6,264,569	47,210	375,295	10,772,757
Accumulated depreciation
Balance at June 30, 2020	995,761	223,697	491,742	39,063	109,208	1,859,471
Depreciation expense	375,727	90,498	380,338	1,806	36,293	884,662
Balance at June 30, 2021	1,371,488	314,195	872,080	40,869	145,501	2,744,133
Depreciation expense	321,374	46,999	594,873	608	19,813	983,667
Disposals	-	-	(91	-	-	(91
Balance at December 31, 2021	1,692,862	361,194	1,466,862	41,477	165,314	3,727,709
Net book value as at:
Balance at June 30, 2021	1,958,398	102,561	5,382,753	6,341	202,962	7,653,015
Balance at December 31, 2021	1,935,463	96,164	4,797,707	5,733	209,981	7,045,048

All values are in US Dollars.

For the three and six month periods ended December 31, 2021, depreciation expense of $247,364 and $495,756 (three and six month periods ended December 31, 2020 - $150,661 and $304,029) was recorded in general and administration expense in the condensed consolidated interim statements of income (loss) and comprehensive income (loss). Depreciation expense in the amounts of $293,657 and $487,911 were included in cost of sales for the three and six month periods ended December 31, 2021 (three and six month periods ended December 31, 2020 - $nil).

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

6.	Intangible assets
						Other
---	---	---	---	---	---	---	---
	Copyright	Purchased		Customer		purchased
	to software	technology	Website	relationships	Brand	intangibles*	Total
		$		$	$	$
Cost
Balance at June 30, 2020	2,163,532	8,523,164	173,690	29,855,518	6,787,317	2,748,066	50,251,287
Business combinations (Note 20)	-	86,800,000	-	82,400,000	-	-	169,200,000
Balance at June 30, 2021	2,163,532	95,323,164	173,690	112,255,518	6,787,317	2,748,066	219,451,287
Cost fully amortized	(2,163,532	-	(173,690	-	-	-	(2,337,222
Balance at December 31, 2021	-	95,323,164	-	112,255,518	6,787,317	2,748,066	217,114,065
Accumulated amortization
Balance at June 30, 2020	2,163,532	3,034,665	173,690	5,436,705	1,449,052	1,153,036	13,410,680
Amortization expense	-	4,774,716	-	5,898,778	686,021	702,639	12,062,154
Balance at June 30, 2021	2,163,532	7,809,381	173,690	11,335,483	2,135,073	1,855,675	25,472,834
Cost fully amortized	(2,163,532	-	(173,690	-	-	-	(2,337,222
Amortization expense	-	7,795,629	-	6,811,747	341,137	349,635	15,298,148
Balance at December 31, 2021	-	15,605,010	-	18,147,230	2,476,210	2,205,310	38,433,760
Net book value as at:
Balance at June 30, 2021	-	87,513,783	-	100,920,035	4,652,244	892,391	193,978,453
Balance at December 31, 2021	-	79,718,154	-	94,108,288	4,311,107	542,756	178,680,305

All values are in US Dollars.

* Other purchased intangibles include non-compete agreements and backlog.

Amortization expense is included in general and administration expense in the consolidated statements of income (loss) and comprehensive income (loss). For the three and six month periods ended December 31, 2021, amortization expenses were $7,643,569 and $15,298,148 (three and six month periods ended December 31, 2020 - $1,466,152 and $2,930,759).

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

7.	Development costs

---	---
Cost
Balance at June 30, 2020	17,284,963
Additions	1,551,158
Investment tax credits	(448,347
Cost fully amortized	(15,028,049
Balance at June 30, 2021	3,359,725
Additions	736,091
Balance at December 31, 2021	4,095,816
Accumulated amortization
Balance at June 30, 2020	(15,485,158
Amortization	(1,369,830
Cost fully amortized	15,028,049
Balance at June 30, 2021	(1,826,939
Amortization	(515,386
Balance at December 31, 2021	(2,342,325

All values are in US Dollars.

	December 31, 2021
			$
Net capitalized development costs		1,753,491	1,532,786

All values are in US Dollars.

Each period, additions to development costs are recognized net of investment tax credits accrued. In addition to the above amortization, the Company has recognized $7,418,907 and $15,603,487 of engineering expenditures as an expense during the three and six months periods ended December 31, 2021 (three and six month periods ended December 31, 2020 - $3,953,789 and $8,094,517).

8.	Goodwill

The carrying amount and movements of goodwill was as follows:

	$
Balance at June 30, 2020	32,295,582
Addition through business combinations (Note 20)	235,102,159
Balance at June 30, 2021	267,397,741
Addition through business combinations (Note 20)	2,000,000
Balance at December 31, 2021	269,397,741

For the six month period ended December 31, 2021, the addition to goodwill was from the acquisition of M2 on July 16, 2021 (Note 20). The addition to goodwill for the year ended June 30, 2021 was from the acquisition of StarBlue Inc. on March 31, 2021 (Note 20).

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

9.	Operating facility and loanand derivative liability
(a)	Operating facility and loan
---	---
(i)	The Company entered into a new loan facility with two banks and drew down the first tranche of $34,800,000<br>($45,699,360 CAD) on October 18, 2019. This loan facility was used to pay down and close all existing loans and to fund part of the<br>purchase of VoIP Innovations LLC. This term facility is repayable over six years on a straight-line basis.
---	---

The interest rates charged are based on Prime rate, US Base rate, London Inter-Bank Offered Rate (LIBOR) or Canadian Dollar Offered Rate (CDOR) plus the applicable margin. Under the terms of these term facilities, the Company may convert the loans from variable to a fixed loan. The Company is required to lock in the interest rate on one half of the term loan within three months of each draw down. On January 21, 2020, the Company converted its US Base Rate loan to a one-month LIBOR loan plus the credit spread based on the syndicated loan agreement entered on October 18, 2019. Separately, as required under the agreement, the Company locked in half of the original loan amount by entering a 5-year interest rate credit swap with the two banks for $8,700,000 each. The swaps together with protection against the 0% LIBOR floor have effectively converted one half of the variable LIBOR rate to a fixed loan of approximately 4.2% for five years of the six-year remaining balance on the loan. The repayment schedule for the loan has not been impacted by either of these changes. The balance outstanding against this term loan facility as of December 31, 2021 is $21,750,000 (June 30, 2021 - $24,650,000). As at December 31, 2021, term loan facility balance of $5,800,000 (June 30, 2021 - $5,800,000) is classified as current and $15,950,000 (June 30, 2021 - $18,850,000) as long-term in the condensed consolidated interim statements of financial position.

(ii)	The Company also had revolving credit facilities which included a committed revolving credit facility<br>for up to CAD $8,000,000 and a committed swingline credit facility for up to CAD $2,000,000 both of which may be used for general business<br>purposes. On April 3, 2020, the Company drew down $1,300,000 ($1,838,460 CAD) on the swingline credit facility available under the<br>Credit Agreement. On April 17, 2020, the Company drew down $5,300,000 ($7,439,610 CAD) from the revolving credit facility. During<br>August 2020, the Company paid back in full the outstanding amounts on the swingline credit facility and the revolving credit facility.<br>Both facilities remain fully available to the Company.
(iii)	On March 31, 2021, the Company amended its term loan facility with its lenders and drew down an additional<br>$52,500,000 to fund part of the acquisition of StarBlue Inc. At the time of the draw down of the additional amounts, the following amendments<br>were made to the agreement:
---	---
·	The provision for additional funding related<br>to VoIP Innovations under the original agreement was no longer necessary and has been cancelled.
---	---
·	The swingline facility was converted from CAD<br>$2,000,000 to USD $1,500,000.
---	---
·	The revolver facility was converted from CAD<br>$8,000,000 to USD $6,000,000.
---	---
·	The debt to equity ratio calculation now allows<br>the Company to offset up to US $10,000,000 of unrestrained funds against the outstanding amount of the debt.
---	---

The interest rates charged continue to be based on Prime rate, US Base rate, London Inter-Bank Offered Rate (LIBOR) or Canadian Dollar Offered Rate (CDOR) plus the applicable margin. The incremental draw is repayable, on a straight-line basis, through quarterly payments of $2,187,500 and is due to mature on October 18, 2024. As at December 31, 2021, $8,750,000 (June 30, 2021 - $8,750,000) of the incremental facility is classified as current and $37,187,500 (June 30, 2021 – $41,562,500) is classified as long-term in the condensed consolidated interim statements of financial position.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

9.	Operating facility and loanand derivative liability (continued)

For the three month and six month periods ended December 31,2021, the Company incurred interest costs to service the borrowing facilities in the amount of $500,688 and $1,036,937 (for the three month and six month periods ended December 31, 2020 - $295,894 and $603,232). During the six month period ended December 31, 2021, the Company borrowed $nil (six month period ended December 31, 2020 - $nil) in operating facility and loans and repaid $7,275,000 (six month period ended December 31, 2020 - $9,500,000).

Under its credit agreements with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization (“EBITDA”), and debt service coverage ratio. As at December 31, 2021 and June 30, 2021, the Company was in compliance with all covenants related to its credit agreements.

(b) Derivative liability

The Company uses derivative financial instruments to hedge its exposure to interest rate risks. All derivative financial instruments are recognized as either assets or liabilities at fair value on the condensed consolidated interim statements of financial position. Upon entering into a hedging arrangement with an intent to apply hedge accounting, the Company formally documents the hedge relationship and designates the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge. When the Company determines that a derivative financial instrument qualifies as a cash flow hedge and is effective, the changes in fair value of the instrument are recorded in accumulated other comprehensive income (loss), net of tax in the condensed consolidated interim statements of financial position and will be reclassified to earnings when the hedged item affects earnings.

On January 21, 2020, the Company converted its US Base Rate loan to a one-month LIBOR loan plus the credit spread based on the syndicated loan agreement entered into on October 18, 2019. Separately, as required under the agreement, the Company locked in half of the original loan amount by entering into a 5-year interest rate credit swap with the two banks for $8,700,000 each to manage its exposure to changes in LIBOR-based interest rates. The interest rate swap hedges the variable cash flows associated with the borrowings under the loan facility, effectively providing a fixed rate of interest for five years of the six-year loan term.

The interest rate swap arrangement with two banks became effective on January 31, 2020, with a maturity date of December 31, 2024. The notional amount of the swap agreement at inception was $17,400,000 and decreases in line with the term of the loan facility. As of December 31, 2021, the notional amount of the interest rate swap was $11,347,826 (June 30, 2021 – $12,860,870). The interest rate swap has a weighted average fixed rate of 1.65% (June 30, 2021 – 1.65%) and has been designated as an effective cash flow hedge and therefore qualifies for hedge accounting. As at December 31, 2021, the fair value of the interest rate swap liability was valued at $182,256 (June 30, 2021

$333,315) and was recorded as derivative liability in the condensed consolidated interim statements of financial position. For the three and six month periods ended December 31, 2021, the change in fair value of the interest rate swaps, net of tax, was a gain of $112,039 and $151,059 (three and six month periods ended December 31, 2020 – gain of $55,722 and $91,839) was recorded in other comprehensive income (loss) in the condensed consolidated interim statements of income (loss) and comprehensive income (loss). The fair value of interest rate swap is determined based on the market conditions and the terms of the interest rate swap agreement using the discounted cash flow methodology. Any differences between the hedged LIBOR rate and the fixed rate are recorded as interest expense on the same period that the related interest is recorded for the loan facility based on the LIBOR rate.

14

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

10.	Income tax

The Company income tax expense is determined as follows:

	Three month periods		Six month periods
	ended December 31,		ended December 31,
	2021	2020	2021	2020
Statutory income tax rate	26.37	26.30	26.37	26.30

Net income (loss) before income taxes	(2,346,696	2,425,772	(4,939,558	4,584,943
Expected income tax expense	(618,726	639,576	(1,302,355	1,208,858
Difference in foreign tax rates	16,578	(17,987	9,648	(37,082
Tax rate changes and other adjustments	75	(1,691	7	(1,985
Share based compensation	577,379	(6,313	1,173,875	(167
Other non deductible expenses	23,340	39,485	43,864	63,099
True-up of prior years	(22,593	-	(22,593	-
Gain on consideration payable	(35,074	-	25,606	-
Stock options deduction revaluation adjustment	180,064	-	(99,081	-
Changes in tax benefits not recognized	9,344	-	9,344	-
Income tax (recovery) expense	130,387	653,070	(161,685	1,232,723
The Company's income tax expense is allocated as follows:
Current tax expense	437,790	1,288,717	807,598	1,484,657
Deferred income tax (recovery) expense	(307,403	(635,647	(969,283	(251,934
Income tax (recovery) expense	130,387	653,070	(161,685	1,232,723

All values are in US Dollars.

The following table summarizes the components of deferred tax assets (liabilities):

	December 31,	June 30,
	2021	2021

Deferred income tax assets and liabilities
Non-deductible reserves - Canadian	353,141	316,605
Non-deductible reserves - USA	4,693,988	4,711,599
SR&ED investment tax credits, net of 12(1)(x)	1,457,391	1,457,466
Property and equipment - Canadian	(173,998	(211,565
Property and equipment - USA	(1,356,606	(1,492,571
Deferred development costs	(608,339	(608,370
Intangible assets including goodwill - Canadian	(85,883	(81,574
Intangible assets including goodwill - USA	(38,650,291	(41,967,482
Non-capital losses carried forward - USA	2,646,865	5,159,051
Non-capital losses carried forward - Canadian	67,167	-
Capital losses carried forward and other - Canadian	3,528	3,528
Right of use assets net of obligations - Canadian	38,175	29,988
Right of use assets net of obligations - USA	142,777	148,445
Share issuance costs - Canadian	1,118,125	1,146,005
Acquisition costs & other - USA	394,056	420,608
Stock options - USA	8,358,794	8,259,714
Net deferred income tax liabilities	(21,601,110	(22,708,553

All values are in US Dollars.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

10.	Income tax (continued)

Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. The following table shows the movement in net deferred tax assets (liabilities):

	December 31,	June 30,
	2021	2021

Balance at the beginning of the period	(22,708,553	3,879,665
Recognized in profit/loss	969,283	(2,167,141
Recognized in goodwill	-	(25,462,043
Recognized in equity	138,259	1,162,220
Recognized in deferred development costs	-	(123,917
Other foreign exchange movement	(99	2,663
Balance at the end of the period	(21,601,110	(22,708,553

All values are in US Dollars.

Unrecognized deferred tax assets

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	December 31,	June 30,
	2021	2021
	$	$
Capital losses carried forward and other - Canadian	40,635	40,637
Capital losses carried forward - USA	12,884,540	12,884,540

The net capital loss carry forward may be carried forward indefinitely but can only be used to reduce capital gains. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.

The Company has deducted available SR&ED for federal and provincial purposes and unutilized SR&ED tax credits. These condensed consolidated interim financial statements take into account an income tax benefit resulting from tax credits available to the Company to reduce its net income for federal and provincial income tax purposes in future years as follows:

Year of	Federal tax credits	Ontario tax credits
expiration	carry forward	carry forward
	$	$
2034	211,910	-
2035	233,033	-
2036	269,957	-
2037	242,364	-
2038	183,636	-
2039	262,957	-
2040	243,520	34,645
2041	332,760	49,122
	1,980,137	83,767

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

10.	Income tax (continued)

The income tax benefit of eligible SR&ED costs incurred in prior years but not utilized has been taken into account in these condensed consolidated interim financial statements.

11.	Shareholders’ equity
(i)	Share capital
---	---

The Company’s authorized share capital consists of an unlimited number of common shares without par value. As at December 31, 2021 and 2020, the Company’s issued and outstanding common shares consist of the following:

	Three month periods				Six month periods
	ended December 31,				ended December 31,
	2021		2020		2021			2020
		#		#		#			#
Shares issued and outstanding:
Outstanding, beginning of the period		19,021,614		15,870,966		19,021,644			10,869,676
Shares issued through short form prospectus		-		-		-			5,000,857
Shares issued upon exercise of options		39,594		37,503		39,594			37,936
Rounding of fractional shares in 2021 after share consolidation		-		-		(30	)		-
		19,061,208		15,908,469		19,061,208			15,908,469

On March 31, 2021, the Company acquired StarBlue Inc. and issued 3,018,685 common shares valued in the amount of $66,873,399 as part of the consideration, and 18,456 common shares valued in the amount of $330,460 as part of the acquisition costs (Note 20). Under the terms of the agreement, a further 12,695,600 common shares valued in the amount of $192,101,973 will be issued in instalments over fourteen quarters commencing on April 1, 2022 which would bring the total common shares to 31,717,214. The $192,101,973 discounted value of the 12,695,600 common shares not yet issued is recorded as shares to be issued in the condensed consolidated interim statements of changes in shareholders’ equity.

On July 30, 2020, the Company closed its short-form prospectus offering with 5,000,857 common shares being issued at a price of CAD$16.10 per common share including 652,285 common shares issued upon the exercise in full of the over-allotment option grant to the Underwriter for aggregate gross proceeds of CAD $80,513,800 and net proceeds of CAD $75,283,264 ($56,295,235).

During the three and six month periods ended December 31, 2021, a total of 39,594 and 39,594 (three and six month periods ended December 31, 2020 – 37,503 and 37,936) options were exercised for cash consideration of $346,483 and $346,483, (three and six month periods ended December 31, 2020

$67,096 and $67,508) and the Company recorded a charge of $177,707 and $177,707 (three month and six month periods ended December 31,2020
$36,072 and $36,484 ) from contributed surplus to share capital.

17

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

11.	Shareholders’ equity (continued)

*(ii)*Stockoptions

During the year ended June 30, 2020, the shareholders of the Company amended the stock option plan (the “plan”) for officers, employees and consultants of the Company. The number of common shares that may be set aside for issuance under the plan (and under all other management stock option and employee stock option plans) is limited to 10% of the outstanding common shares of the corporation provided that the Company complies with the provisions of policies, rules and regulations of applicable securities legislation. The maximum number of common shares that may be reserved for issuance to any one person under the plan is 5% of the common shares outstanding at the time of grant (calculated on a non-diluted basis) less the number of common shares reserved for issuance to such person under any stock option to purchase common shares granted as a compensation or incentive mechanism. Any common shares subject to a stock option, which for any reason are terminated, cancelled, exercised, expired, or surrendered will be available for a subsequent grant under the plan, subject to regulatory requirements.

The stock option price of any common shares cannot be less than the closing price or the minimum price as determined by applicable regulatory authorities of the relevant class or series of shares, on the day immediately preceding the day on which the stock option is granted. Stock options granted under the plan may be exercised during a period not exceeding five years from the date of grant, subject to earlier termination on the termination of the optionee’s employment, on the optionee’s ceasing to be an employee, officer or director of the Company or any of its subsidiaries, as applicable, or on the optionee’s retiring, becoming permanently disabled or dying, subject to certain grace periods to allow the optionee or his or her personal representative time to exercise such stock options. The stock options are non-transferable. The plan contains provisions for adjustment in the number of common shares issuable thereunder in the event of the subdivision, consolidation, reclassification or change of the common shares, a merger, or other relevant changes in the Company’s capitalization. The board of directors may, from time to time, amend or revise the terms of the plan or may terminate the plan at any time.

The following table shows the movement in the stock option plan:

	Number			Weighted
Measurement date	of options			average price
		#
Balance, June 30, 2020		642,600			8.52
Exercised		(37,936	)		(1.76
Expired		(3,429	)		(8.25
Forfeited		(36,269	)		(11.00
Balance, December 31,2020		564,966			8.80
Balance, June 30, 2021		1,587,310			19.89
Granted		285,714			18.62
Exercised		(39,594	)		8.80
Expired		(277	)		9.28
Forfeited		(127,459	)		18.62
Rounding of fractional shares		(135	)		-
Balance, December 31, 2021		1,705,559			20.03

All values are in US Dollars.

The Company uses the fair value method to account for all share-based awards granted to employees, officers, and directors. The estimated fair value of stock options granted is determined using the Black-Scholes option pricing model and is recorded as a charge to income over the vesting period of the stock options, with a corresponding increase to contributed surplus. Stock options are granted at a price equal to or above the fair value of the common shares on the day immediately preceding the date of the grant. The consideration received on the exercise of stock options is added to stated capital at the time of exercise.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

11.	Shareholders’ equity (continued)

*(ii)*Stockoptions (continued)

On September 30, 2021, the Company granted 285,714 stock options to employees, officers, and directors at a strike price of $18.62 vesting over a period of four years.

	Six month periods
	ended December 31,
	2021			2020
Share price	$	18.62			-
Exercise price	$	18.62			-
Expected volatility		59.82	%		-
Expected option life		5 years			-
Risk-free interest rate		0.78	%		-

The following table summarizes information about the stock options outstanding and exercisable at the end of each period:

					December 31, 2020
Exercise price			Weighted average<br><br> remaining<br><br> contractual life		Number of stock <br><br>options outstanding<br><br> and exercisable		Weighted average<br><br> remaining<br><br> contractual life
	1.01 - 3.00	-		-		61,096		0.47
	3.01 - 5.00	20,913		0.99		20,563		1.99
	5.01 - 7.00	65,760		1.99		52,065		2.99
	7.01 - 10.00	-		-		6,139		3.41
	10.01 - 15.00	86,553		3.42		-		-
		173,226		2.59		139,863		1.76

All values are in US Dollars.

For the three and six month periods ended December 31, 2021, the Company recognized share-based compensation expense in the amount of $2,332,976 and $4,452,261 (three and six month periods ended December 31, 2020 - $129,900 and $284,378).

*(iii)*Earningsper share

Both the basic and diluted earnings per share have been calculated using the net income attributable to the shareholders of the Company as the numerator.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

11.	Shareholders’ equity(continued)

*(iii)*Earningsper share (continued)

	Three month periods					Six month periods
	ended December 31,					ended December 31,
	2021			2020		2021			2020
Number of shares:
Weighted average number of shares outstanding		19,030,708			15,885,707		19,026,161			15,062,849
Shares to be issued		12,695,600			-		12,695,600			-
Weighted average number of shares used in basic earnings per share		31,726,308			15,885,707		31,721,761			15,062,849
Shares deemed to be issued in respect of options and warrants		-			256,137		-			230,037
Weighted average number of shares used in diluted earnings per share		31,726,308			16,141,844		31,721,761			15,292,886
Net income for the period		(2,477,083	)		1,772,702		(4,777,873	)		3,352,220
Earnings per share:
Basic earnings per share	$	(0.078	)	$	0.112	$	(0.151	)	$	0.223
Diluted earings per share	$	(0.078	)	$	0.110	$	(0.151	)	$	0.219

Under the terms of the StarBlue Inc. share purchase agreement, a further 12,695,600 shares will be issued in instalments over the fourteen quarters commencing on April 1, 2022.

12.	Related parties

The Company’s related parties include key management personnel and directors. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances payable are usually settled in cash and relate to director fees.

The Company had incurred no related party transactions during the six month period ended December 31, 2021 (six month period ended December 31, 2020 - $nil) and had no outstanding balance with related parties as at December 31, 2021 (June 30, 2021 - $nil).

13.	Financial instruments

The fair values of the cash and cash equivalents, trade receivables, contract assets, other current assets, accounts payable and accrued liabilities, consideration payable and derivative liability approximate their carrying values due to the relatively short-term nature of these financial instruments or as these financial instruments are fair valued at each reporting period. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate.

Cash and cash equivalents are comprised of:

	December 31,	June 30,
	2021	2021

Cash at bank and on hand

All values are in US Dollars.

Cash includes demand deposits with financial institutions and cash equivalents consist of short-term, highly liquid investments purchased with original maturities of three months or less. As at December 31, 2021 and June 30, 2021, the Company had no cash equivalents.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

13.	Financial instruments (continued)

Total interest income and interest expense for financial assets or financial liabilities that are not at fair value through profit or loss can be summarized as follows:

	Three<br> month periods				Six month periods
	ended December 31,				ended December 31,
	2021		2020		2021		2020

Interest income		)		)		)		)
Interest expense (Notes 9, 17)
Interest expense (net)

All values are in US Dollars.

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, foreign currency risk, interest rate risk and market risk.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. Where possible, the Company uses an insurance policy with Export Development Canada (“EDC”) for its trade receivables to manage this risk and minimize any exposure.

The Company’s maximum exposure to credit risk for its trade receivables is summarized as follows with some of the over 90-day receivable not being covered by EDC:

	December 31,		June 30,
	2021		2021

Trade receivables aging:
0-30 days
31-90 days
Greater than 90 days

Expected credit loss provision		)		)

All values are in US Dollars.

The movement in the provision for expected credit losses can be reconciled as follows:

	December 31,		June 30,
	2021		2021

Expected credit loss provision:
Expected credit loss provision, beginning balance		)		)
Net change in expected credit loss provision during the period				)
Expected credit loss provision, ending balance		)		)

All values are in US Dollars.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

13.	Financial instruments (continued)

The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. The expected credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate. The provision matrix below shows the expected credit loss rate for each aging category of trade receivables.

	December 31, 2021
	Total		Up to 30 days past due			Over 30 days past due			Over 90 days past due
Default rates				1.15	%		9.15	%		35.00	%
Trade receivables	$	17,005,079	$	12,262,001		$	2,986,731		$	1,756,347
Expected credit loss provision	$	1,029,325	$	141,284		$	273,394		$	614,647
	June 30, 2021
---	---	---	---	---	---	---	---	---	---	---	---
	Total		Up to 30 days past due			Over 30 days past due			Over 90 days past due
Default rates				1.80	%		16.81	%		30.76	%
Trade receivables	$	15,829,117	$	11,691,613		$	2,786,708		$	1,350,796
Expected credit loss provision	$	1,094,700	$	210,648		$	468,484		$	415,568

Substantially all of the Company’s cash and cash equivalents are held with major Canadian or US financial institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates this planning and budgeting process with its financing activities through its capital management process.

The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The following are the undiscounted contractual maturities of significant financial liabilities of the Company as at December 31, 2021:

	For<br> the twelve month periods ended
	December<br> 31,	December<br> 31,	December<br> 31,	December<br> 31,
	2022	2023	2024	2025	Thereafter	Total

Accounts<br> payable and accrued liabilities
Sales<br> tax payable
Consideration<br> payable
Operating<br> facility and loans
Lease<br> obligations on right of use assets
Other<br> non-current liabilities

All values are in US Dollars.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

13.	Financial instruments (continued)

Foreign currencyrisk

A portion of the Company’s transactions occur in a foreign currency (Canadian dollars (CAD), Euros (EUR), and Great British Pounds (GBP)) and, therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its foreign denominated cash, trade receivables, contract assets, accounts payable and accrued liabilities, and operating facility and loans. As at December 31, 2021, a 10% depreciation or appreciation of the CAD, EUR, and GBP against the U.S. dollar would have resulted in an approximate $111,882 (December 31, 2020 - $69,793) increase or decrease, respectively, in total comprehensive income (loss).

Interest raterisk

The Company’s exposure to interest rate fluctuations is with its credit facility (Note 9) which bears interest at a floating rate. As at December 31, 2021, a change in the interest rate of 1% per annum would have an impact of approximately $568,125 (December 31, 2020 - $137,750) per annum in finance costs. The Company also entered an interest rate swap arrangement for its loan facility (Note 9) to manage the exposure to changes in LIBOR-rate based interest rate. The fair value of the interest rate swaps was estimated based on the present value of projected future cash flows using the LIBOR forward rate curve. The model used to value the interest rate swaps included inputs of readily observable market data, a Level 2 input. As described in detail in Note 9, the fair value of the interest rate swaps was a liability of $182,256 on December 31, 2021 (June 30, 2021 – $333,315).

14.	Capital management

The Company’s objectives in managing capital are to safeguard the Company’s assets, to ensure sufficient liquidity to sustain the future development of the business via advancement of its significant research and development efforts, to conservatively manage financial risk and to maximize investor, creditor, and market confidence. The Company considers its capital structure to include its shareholders’ equity and operating facilities and loans. Working capital is optimized via stringent cash flow policies surrounding disbursement, foreign currency exchange and investment decision-making. There have been no changes in the Company’s approach to capital management during the period and apart from the financial covenants as discussed in Note 9, the Company is not subject to any other capital requirements imposed by external parties.

15.	Contract liabilities

Contract liabilities, which includes deferred revenues, represent the future performance obligations to customers in respect of services or customer activation fees for which consideration has been received upfront and is recognized over the expected term of the customer relationship.

Contract liabilities as at December 31, 2021 and June 30, 2021 are below:


Opening balance, June 30, 2020	10,820,098
Revenue deferred during the year	19,775,691
Deferred revenue amortized into income during the year	(20,374,484
Additions through business combination (Note 20)	5,532,426
Ending balance, June 30, 2021	15,753,731
Revenue deferred during the period	19,803,663
Deferred revenue amortized into income during the period	(21,780,229
Ending balance, December 31, 2021	13,777,165
Contract liabilities - Current	9,451,854
Contract liabilities - Non-current	4,325,311
	13,777,165

All values are in US Dollars.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

16.	Consideration payable

As described in Note 20, consideration in the amount of $13,269,000 was payable as part of the acquisition of Star2Star. The fair value of consideration payable as of December 31, 2021 was determined using an effective tax rate of 24.56% and a discount rate of 4.9%. The fair value of the consideration payable is dependent upon the Company’s share price, foreign exchange rates and Company’s ability to utilize the underlying tax losses as they become available in each reporting period. For the three and six month periods ended December 31, 2021, the Company recognized a gain ($142,809) and a loss $104,258 on change in fair value of consideration payable (three and six month periods ended December 31, 2020 - $nil). The balance of consideration payable as at December 31, 2021 is summarized below:


Opening balance, June 30, 2020	-
Additions through business combination (Note 20)	13,269,000
Gain on change in fair value	(4,167,186
Ending balance, June 30, 2021	9,101,814
Loss on change in fair value	104,258
Ending balance, December 31, 2021	9,206,072
Consideration payable - Current	2,311,413
Consideration payable - Non-current	6,894,659
	9,206,072

All values are in US Dollars.

17.	Leases: Right-of-use assetsand lease obligations

The Company’s lease obligations and right-of-use assets are presented below:

	Right-of-use assets

Present value of leases
Opening IFRS 16 value as at July 1, 2020	14,353,099
Additions	1,904,906
Addition through business combination (Note 20)	2,584,109
Terminations	(886,786
Balance at June 30, 2021	17,955,328
Additions	1,702,862
Terminations	(791,458
Adjustments due to lease modification	(1,986,584
Balance at December 31, 2021	16,880,148
Accumulated depreciation and repayments
Opening IFRS 16 value as at July 1, 2020	2,481,570
Depreciation expense	2,513,417
Terminations	(569,575
Balance at June 30, 2021	4,425,412
Depreciation expense	1,485,942
Terminations	(791,458
Balance at December 31, 2021	5,119,896
Net book value as at:
June 30, 2021	13,529,916
December 31, 2021	11,760,252

All values are in US Dollars.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

17.	Leases: Right-of-use assetsand lease obligations (continued)
	Lease Obligations
---	---

Present value of leases
Opening IFRS 16 value as at July 1, 2020	12,197,527
Additions	1,904,906
Addition through business combination (Note 20)	2,662,967
Repayments	(2,605,217
Interest expense	374,154
Terminations	(291,660
Balance at June 30, 2021	14,242,677
Additions	1,702,862
Adjustments due to lease modification	(2,090,962
Repayments	(1,622,541
Interest expense	216,634
Effects of movements on exchange rates	37,656
Balance at December 31, 2021	12,486,326
Lease Obligations - Current	2,279,968
Lease Obligations - Non-current	10,206,358
	12,486,326

All values are in US Dollars.

18.	Provisions
		Sales returns &	Stock
---	---	---	---	---
	Warranty	allowances	rotation
	provision	provision	provision	Total

Balance at June 30, 2020	157,145	69,311	260,000	486,456
Additional provision recognized	84,317	105,853	(234,162	(43,992
Balance at June 30, 2021	241,462	175,164	25,838	442,464
Additional provision recognized	(159,557	(27,995	28,491	(159,061
Balance at December 31, 2021	81,905	147,169	54,329	283,403

All values are in US Dollars.

The provision for warranty obligations represents the Company’s best estimate of repair and/or replacement costs to correct product failures. The sales returns and allowances provision represent the Company’s best estimate of the value of the products sold in the current financial period that may be returned in a future period. The stock rotation provision represents the Company’s best estimate of the value of the products sold in the current financial period that may be exchanged for alternative products in a future period. The Company accrues for product warranties, stock rotation, and sales returns and allowances at the time the product is delivered.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

19.	Segment disclosures

The Company operates in one operating segment; development, manufacturing, distribution and support of voice and data connectivity components for software-based communication applications. The majority of the Company’s assets are located in Canada and the United States of America (“USA”). The Company sells into three major geographic centers: USA, Canada and other foreign countries. The Company has determined that it has a single reportable segment as the Company’s decision makers review information on a consolidated basis.

Revenues for group of similar products and services can be summarized for the three and six month periods ended December 31, 2021 and 2020 as follows:

	Three month periods		Six month periods
	ended December 31,		ended December 31,
	2021	2020	2021	2020
	$	$	$	$
Products	16,447,056	11,839,270	32,087,407	23,267,694
Services	37,788,940	15,247,635	74,627,320	30,042,159
Total revenues	54,235,996	27,086,905	106,714,727	53,309,853

The sales, in US dollars, in each of these geographic locations for the three and six month periods ended December 31, 2021 and 2020 as follows:

	Three month periods		Six month periods
	ended December 31,		ended December 31,
	2021	2020	2021	2020
	$	$	$	$
USA	48,047,399	21,347,583	95,098,184	42,845,469
Canada	1,562,127	874,341	2,903,182	1,903,930
All other countries	4,626,470	4,864,981	8,713,361	8,560,454
Total revenues	54,235,996	27,086,905	106,714,727	53,309,853

The non-current assets, in US dollars, in each of the geographic locations as at December 31, 2021 and June 30, 2021 are below:

	December 31,	June 30,
	2021	2021
	$	$
Canada	7,003,367	6,714,850
USA	465,570,640	480,283,246
Total non-current assets	472,574,007	486,998,096

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

20.

Business combinations

On March 31, 2021, the Company acquired all of the shares of StarBlue Inc. (dba Star2Star Communications, herein “Star2Star”). The Company paid an aggregate purchase price of $381,636,405, which comprised of $109,392,033 cash consideration (adjusted from $105,000,000 as a result of initial closing adjustments), 15,714,285 common shares at a discounted value of $258,975,372, and an additional consideration payable for future tax benefit in the amount of $13,269,000. The Company issued 3,018,685 common shares (3,142,857 common shares less 124,172 shares representing a holdback for indemnification purposes) on closing of the acquisition, with the remaining 12,571,428 common shares to be issued and distributed in fourteen quarterly installments commencing on April 1, 2022. The fair value of the share consideration is determined using a put option pricing model with a share price of $22.99 ($28.91 CAD), volatility of 56.58%, risk free rate of 0.221% - 0.855%, time to maturity of 0.003 – 4.25 years. The fair value of $13,269,000 of consideration payable is related to estimated tax losses to be utilized in future years, and is determined using an effective tax rate of 24.56% and a discount rate of 4.9%. The Company acquired Star2Star to expand and broaden the suite of service offerings, add key customers and realize synergies by removing redundancies.

---

The following table summarizes the fair value of consideration paid on the acquisition date and the allocation of the purchase price to the assets and liabilities acquired.

Consideration
Cash consideration on closing
Net working capital adjustment
Cash paid relating to debt
Cash held in escrow for working capital
Cash held in escrow for PPP loan forgiveness
Additional consideration for tax
Common shares issued on closing
Common shares reserved in escrow for indemnification
Common shares reserved for future issuance

All values are in US Dollars.

Purchase price allocation
Cash
Accounts receivable
Inventory
Property and equipment
Right-of-use assets
Other current assets
Accounts payable and accrued liabilities		)
Contract liabilities		)
Other liabilities		)
Lease obligations on right-of-use assets		)
Intangible assets
Deferred tax liability on intangible		)
Goodwill

All values are in US Dollars.

SangomaTechnologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and six month periods ended December 31, 2021 and 2020

(Unaudited in US dollars)

20.	Business combinations (continued)

The Company incurred estimated transaction costs in the amount of $3,887,238 which were expensed and included in the condensed consolidated interim statements of income (loss) and comprehensive income (loss) for the year ended June 30, 2021. These costs were including 18,456 common shares valued at $330,460, which were issued at closing to an advisor. The acquisition has been accounted for using the acquisition method under IFRS 3, Business Combinations.

b)	On July 16, 2021, the Company purchased certain assets of M2 Telecom LLC. M2 was a channel partner<br>for the Company’s wholesale Trunking as a Service “TaaS” business and the Company has taken over the sales team. The<br>Company paid an aggregate purchase price of $2.0 million ($2.5 million CAD) which was allocated as goodwill (Note 8).
21.	Government assistance
---	---

The Company received $nil under the CEWS for the three and six month periods ended December 31, 2021 (three and six month periods ended December 31, 2021 – $nil and $106,899) which was recorded as an offset against salaries and wages in operating expenses in the condensed consolidated interim statements of income (loss) and comprehensive income (loss).

22.	Subsequent events

There is no subsequent event.

23.	Authorization of the condensedconsolidated interim financial statements

The condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on February 10, 2022.

Exhibit 99.2

SANGOMA TECHNOLOGIESCORPORATION

MANAGEMENTDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2021

February 10, 2022

INTRODUCTION

The Management Discussion and Analysis (“MD&A”) provides a detailed analysis of the financial condition and results of operations of Sangoma Technologies Corporation (hereinafter referred to as “Sangoma” or the “Company”). The MD&A compares the financial results for the fiscal second quarter of 2022 with those of the same period in the previous year. Please note that Sangoma changed its presentation currency on July 1, 2021 and so, unless otherwise noted, all amounts shown are in United States dollars. Also, the Company undertook a 7:1 share consolidation on November 2, 2021, and the share count, option count, exercise prices and earnings per share reflect this share consolidation for all periods reported. This MD&A should be read in conjunction with Sangoma’s audited annual consolidated financial statements and related notes for the year ended June 30, 2021 (“Financial Statements”) and Sangoma’s unaudited condensed consolidated interim financial statements and related notes for the three and six months ended December 31, 2021, both of which are available at www.sedar.com.

BASIS OF PRESENTATION

The Company reports in accordance with International Financial Reporting Standards (“IFRS”).

NON-IFRS MEASURES

This MD&A contains references to certain non-IFRS financial measures such as Adjusted Operating Income, Adjusted EBITDA and Adjusted Cash Flow. Non-IFRS financial measures are used by management to evaluate the performance of the Company and do not have any meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other reporting issuers. Non-IFRS financial measures used herein have been applied on a consistent basis. “Adjusted Operating Income (Loss)” means IFRS income (loss) before interest expense (net), business integration costs, one-time exchange listing expense, change in fair value of consideration payable, business acquisition costs, and income taxes. “Adjusted EBITDA” means earnings before income taxes, interest expense (net), share-based compensation, depreciation (including for right-of-use assets), amortization, business integration costs, one-time exchange listing expense, business acquisition costs, and change in fair value of consideration payable. Adjusted EBITDA is a measure used by many investors to compare issuers. “Adjusted Cash Flow” means cash flow from operations as defined by IFRS less the capitalized development costs that Sangoma amortized during the period, plus interest expense (net), business acquisition costs, business integration costs, and the one-time exchange listing expense. We believe that Adjusted Operating Income, Adjusted EBITDA and Adjusted Cash Flow are useful supplemental information as they provide an indication of the results generated by the Company's main business activities before taking into consideration how they are financed, taxed, depreciated or amortized. Investors are cautioned that non-IFRS financial measures, such as those presented herein, should not be construed as an alternative to net income or cash flow determined in accordance with IFRS.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements, including statements regarding the expected fiscal 2022 financial results and the future success of our business, development strategies and future opportunities.

Forward-looking statements include, but are not limited to, statements relating to management’s guidance on revenue and Adjusted EBITDA, statements relating to future lease and interest payments, statements relating to the impact of the continuing COVID-19 pandemic, statements concerning estimates of expected expenditures, statements relating to expected future production and cash flows, and other statements which are not historical facts. When used in this document, the words such as "could", "plan", "estimate", "expect", "intend", "may", "potential", "should" and similar expressions indicate forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained herein include, but are not limited to risks and uncertainties associated with the continuing integration of Star2Star, the impact of the continuing COVID-19 pandemic, changes in exchange rate between the United States dollar and other currencies, changes in technology, changes in the business climate, changes in the regulatory environment, the decline in the importance of the PSTN, new competitive pressures, the impact of global supply chain delays, the retention of key staff, the increase in cost of our components and materials and the impact of changes to interest rates. See also “Guidance” below for more information on certain of these risks and uncertainties.

The forward-looking statements contained in this management’s discussion and analysis are expressly qualified by this cautionary statement. Sangoma undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by law.

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DESCRIPTION OF THE BUSINESS

General (also refer to the Glossaryof Terms at the end of this document)

Sangoma’s products and services are used by leading companies throughout the world and in leading UC, PBX, IVR, contact center, carrier networks, and data communication applications worldwide. Sangoma’s portfolio of products also enable service providers, carriers, enterprises, SMBs, and OEMs alike to leverage their existing infrastructure for maximum financial return, while still delivering the most advanced applications and services from the latest technologies available.

Sangoma’s Communicationsas a Service (CaaS) Portfolio

Sangoma Technologies is a trusted leader in delivering value-based Communications as a Service solutions for businesses of all sizes. The value-based communications segment includes small businesses to large enterprises who are looking for all the advantages of cloud-based communications at a fair price. Sangoma’s current Communications as a Service offerings are typically offered with monthly, yearly, or multi-year contracts and include:

·	Unified<br> Communications as a Service (“UCaaS”)
·	Trunking<br> as a Service (“TaaS”)
·	Contact<br> Center as a Service (“CCaaS”)
·	Communications<br> Platform as a Service (“CPaaS”)
·	Video<br> Meetings as a Service (“MaaS”)
·	Collaboration<br> as a Service (“Collab aaS”)
·	Desktop<br> as a Service (“DaaS”)
·	Access<br> Control as a Service (“ACaaS”)

Unified Communicationsas a Service (UCaaS)

Sangoma's UC solutions are business communication systems (PBX’s with advanced UC features, such as presence/chat, conferencing, mobility, fax, and more) that can be deployed on-premise or hosted in the Cloud, allowing businesses to select the best option for their needs. Unified Communication systems, because of their mobility features such as having the business phone number ring on an app on your smartphone and/or desktop and instant messaging capability, enable remote work and work from home much more efficiently. Sangoma’s Unified Communication solutions fully integrate with our phones, soft clients, and network interoperability products to provide a fully interoperable solution from a single vendor.

Cloud-BasedBusiness Phone Solution

Sangoma offers its customers full-scale cloud-based Unified Communications solutions. With Sangoma, businesses can get contact center, mobility, softphone, call control, and productivity features included for every user at a reasonable price. Sangoma’s hosted phone service delivers the customer experience businesses demand at an affordable price point. Customers can also choose pre-provisioned phones that customers simply plug into their network.

On-Premise BusinessPhone Solution

Sangoma also offers the more traditional on-premise UC phone system, for businesses still wanting to deploy their business phone system on premise. Whether deployed on a dedicated appliance or in the customer’s virtual environment, Sangoma provides the power and connectivity necessary.

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o	IP Deskphones, Headsets and UC Clients: Sangoma provides desktop and softphone collaboration<br> clients that integrate seamlessly with our UC solution offerings and deliver UC features<br> (presence, contacts, chat, calling, audio and video conferencing, etc.) from a single<br> application, on any device, at any location.
o	IP Deskphones: Sangoma offers a full line of phones that work with both our cloud and on-premise<br> systems that are perfect for every user type, from casual to call center to managers and<br> executives. Sangoma’s product line includes entry-level, mid-range, and executive-level<br> phones. All models include HD Voice and plug-and-play deployment. Sangoma’s range of<br> IP phones are customized to seamlessly integrate with all of our UC Systems and provide zero<br> touch installation, simplified system management, and instant access to a wide range of features.
---	---
o	Headsets: Sangoma also offers headsets that either work in conjunction with the desktop phones<br> (by plugging into the phone) or work in conjunction to our desktop soft client (by plugging<br> directly into the computer). These headsets enable roaming of up to 325 feet from the phone<br> or desk computer.
---	---
o	UC Clients and Softphones: Unified Communication Clients (or softphones) are used to make<br> or receive phone calls with your business phone number and can be used as your main phone<br> or as an extension of your desk phone. They are available as an app on your smartphone or<br> computer. These UC clients have enabled employees to work remote seamlessly by enabling phone<br> calls to customers and other employees as if they were in a physical office. Sangoma offers<br> UC clients with all of our Unified Communication / Business phone system product lines.
---	---

Trunking asa Service (TaaS)

SIP trunks deliver Internet-based telephony services to businesses using their existing internet connection, eliminating the need for separate traditional PSTN or digital telecom connections. SIP trunking is fast becoming the technology of choice to interconnect an IP PBX system to a telephone company. The main drivers are cost efficiencies (over fixed lines such as ISDN or analog lines from incumbent telcos) and end-to-end UC features/transparency. Cost efficiencies are realized because SIP trunking uses already-available broadband connections at customer premises. Sangoma offers both retail and wholesale SIP Trunking which allows our customers to choose the service that best meets their needs. Either service offers DIDs and number porting.

o	Retail SIP Trunking

Retail SIP trunking offers predictable monthly expenses with pricing based per trunk. SIPStation, Sangoma’s retail SIP trunking service, is seamlessly integrated into our various UC platforms, making it easy to get up and running. It also includes an integrated fax service option, enabling a business to send and receive faxes from a web interface or from a local fax machine. Typically, small to mid-sized businesses and enterprises would utilize this type of service.

iv

o	Wholesale SIP Trunking

Sangoma’s wholesale SIP trunking offer is now available following the acquisition of VoIP Innovations. Pricing for wholesale SIP trunking is usage-based but with a larger monthly minimum commitment. This includes origination, termination, SMS/MMS, e911, and fraud mitigation. Typically, very large businesses or service providers who resell SIP trunks would utilize this type of service.

o	Fax as a Service

Faxing remains an important communications tool, yet VoIP networks are sometimes unable to send faxes reliably because fax standards are based on very specific timing that can be interrupted in VoIP systems, especially where there is substantial latency. Sangoma’s FoIP service, FaxStation, is a hosted service to remedy this problem, available with our TaaS. It features a telecom appliance with up to four analog connections for fax machines and operates in concert with Sangoma’s fax server data center to encrypt and package the fax communication to make it fail-safe. This is particularly useful for small businesses that rely on fax communications but also for industries with challenging network conditions, such as mining, oil rigs, and ship-to-shore over satellite.

Contact Centeras a Service (CCaaS)

Contact Center as a Service (CCaaS) is our cloud-based contact center, or customer experience, offering. It provides robust contact center capabilities running in various ways: either standalone, in conjunction with our other cloud services (such as UCaaS), or integrated “inside” our UCaaS product in a simplified version. This latter solution is intended for ‘departmental’ type usage, by companies that are not pure-play contact centers, but that might have a department such as customer service or technical support that operate inside that company almost like a mini contact center.

CommunicationsPlatform as a Service (CPaaS)

Communications Platform as a Service (CPaaS) allows developers to easily build services and applications using real-time communication features, such as voice, video, chat, and SMS, via the cloud. Our platform enables Sangoma, our integrator/developer partners, and advanced customers to build new communications services based on voice, rest APIs, WebRTC, and SMS. When running an application on a CPaaS platform, performance is critical. To ensure peak performance, Sangoma offers its own SIP trunking service, providing optimized connectivity in addition to easy access to phone numbers. Sangoma also sells a series of ‘applications’ (or Apps) based upon our CPaaS product that customers can purchase.

Video Meetingsas a Service (MaaS)

Sangoma Meet is our video meetings, cloud-based service accessible from any device, be it desktop or mobile. It enables file sharing on screen so collaboration with co-workers is enhanced, integrates seamlessly with your calendar, and enables PSTN phone calls. Sangoma Meet is available in free and chargeable tiers.

Collaborationas a Service (Collab aaS)

Collaboration as a Service (Collab aaS) is Sangoma’s cloud-based offering for enabling people to work together more productively. This service is called TeamHub. It allows users to interact using any of the various forms of communications, including chatting, calling, and video. TeamHub integrates Sangoma’s softphone client software applications (desktop and mobile) and is designed to allow communications to start in one mode (such as chat), and move through different modes very elegantly, in effect ‘upgrading’ that mode of communications to a voice call in real time, and/or upgrading that voice call to a video meeting.

Desktop as aService (DaaS)

Sangoma’s Desktop as a Service helps companies adapt to today’s modern, flexible, and remote workforce. It is the most secure method for staff to access their tools and applications from any location to do their work, delivers simplified IT administration and cuts down on the CapEx of deploying PCs. Sangoma is one of the only companies that can offer communications capability inside a DaaS product.

Access Controlas a Service (ACaaS)

At Sangoma, this product offering is called SmartOffice Access. The SmartOffice product line is to be a family of IoT based services, and it was launched first with Access Control. Access Control is a means of controlling access to one’s office or parts of an office, and was traditionally done via the well-known white ‘swipe cards’ or fobs. Sangoma is innovating in that space by eliminating the need for such older technologies and extending our experience with mobile apps that so many of our customers and their employees already get from us, as a Softphone. This new mobile allows one to open doors using your smartphone and the app from Sangoma, wirelessly using IoT protocols. No more swipe cards, no more readers, no more wiring behind the walls. This is one of Sangoma’s first forays into cloud services that extend our CaaS suite beyond the strict definition of ‘communications’.

NetworkInterconnection Products

In addition to the Communications as a Service (CaaS) offerings described above, Sangoma also offers network interconnection products. These products connect different types of networks together, such as VoIP networks to PSTN networks, or VoIP networks to mobile networks or different types of VoIP networks.

Session BorderControllers (SBCs)

Anytime two VoIP networks interconnect, issues of security and interoperability arise. SBCs can manage these issues, including provider-to-provider connections, provider-to-enterprise connections, and enterprise-to-enterprise connections. Sangoma’s SBCs are available as hardware appliances, as software-only solutions running on a virtual machine in hosted environments, or as a hybrid of both. The hybrid solution is unique to Sangoma and provides all the flexibility expected from virtual machine capability coupled with the scalability that is found in hardware-based solutions. Sangoma’s SBCs have broad interoperability certifications.

VoIP Gateways

VoIP gateways are needed any time voice traffic moves from a VoIP network to a traditional PSTN telephone network. As the traffic traverses these networks, there are issues that need to be resolved regarding both the media (the sound of the caller’s voice) and the signaling (the method used to control the media traveling over that connection).

vi

In a service provider or carrier network, much larger gateways perform these same tasks. In addition, there are signaling protocols that are only used when carrier networks communicate with other carrier networks that are not included in the enterprise product line.

All Sangoma’s gateways have broad interoperability certifications.

PSTN Interfaceand Media Processing Boards

Sangoma’s complete line of boards connect and interface to the PSTN. Even though IP networks are growing and quickly becoming the standard, the PSTN still exists and new communication solutions often need to connect to the PSTN. These boards are primarily used by communications solution developers in PC/Server based telecommunications systems that connect to the PSTN. They perform a very similar task to VoIP gateways, but are installed inside the server rather than being stand-alone devices. By providing customers with the option of using a PSTN interface board or a VoIP gateway, Sangoma maximizes flexibility based on installation requirements, particularly when space and power are at a premium. They may also be used in harsh conditions that require ruggedized servers.

Open-SourceSoftware Products

Asterisk andFreePBX

Sangoma is the primary developer and sponsor of the Asterisk project, the world’s most widely used open-source communications software, and the FreePBX project, the world’s most widely used open-source PBX software with an average of approximately 50,000 downloads per month.

Sangoma also offers revenue-generating products and services, beyond the open-source Asterisk or FreePBX software, to users of these open-source software products. The types of products and services Sangoma offers includes software add-ons beyond what is offered in Asterisk or FreePBX, IP phones, SIP trunking, cloud-based fax, training, technical support, maintenance, PSTN cards, VoIP gateways, session border controllers, and commercial/hardened versions of the PBX/UC software they have downloaded.

vii

OVERALL PERFORMANCE

Financial

Please note that these results are presented in United States dollars so all comparable numbers have been converted from Canadian dollar where applicable.

Sales for the second quarter of fiscal 2022 were a record $54.24 million, twice that of the same quarter last year and 3% higher than in the first quarter of fiscal 2022.

Gross profit for the second quarter of fiscal 2022 was $39.40 million, delivering gross margin over 72% of sales, up from 66% in the same quarter last year.

Operating expenses were $40.24 million for the second fiscal quarter of 2022, up 4% sequentially over the most recent first quarter of fiscal 2022. When compared to last year, operating expenses are materially higher, primarily because of the addition of the Star2Star team, the associated spending, and the non-cash intangible asset amortization arising from the acquisition.

Adjusted EBITDA was $10.43 million in the second quarter of fiscal 2022, more than twice that of the same quarter last year, and at about 19% of revenue, is consistent with expectations for this point in the fiscal year.

Net loss for the second quarter of fiscal 2022 was $2.48 million, which includes the additional non-cash intangible asset amortization, together with the one-time $1.05 million expense associated with the listing on the TSX and Nasdaq exchanges during the quarter.

Sangoma continues to maintain a healthy balance sheet, finishing the second quarter of fiscal 2022 with a cash balance of $16.95 million on December 31, 2021 and remains comfortably within its debt covenants. Adjusted Cash Flow from Operations during the second quarter was $3.90 million, compared to $4.87 million in the same quarter of fiscal 2021.

viii

Operational

Sangoma Technologies is a trusted leader in delivering cloud-based “Communications as a Service” (or CaaS) solutions for businesses of all sizes. Customers include companies from small/medium businesses (SMB’s) right up to large enterprises who are looking for all the advantages of cloud-based communications at a fair price. In addition to those cloud-based Services, Sangoma also has a broad suite of Products to complement its Services.

Enterprises, SMBs and carriers in over 150 countries rely on Sangoma’s technology as part of their mission-critical infrastructures. Through a worldwide network of distribution partners, Sangoma delivers high-quality services and products, some of which carry the industry’s first lifetime warranty.

Innovation

As a technology company, Sangoma is continuously working on a large number of projects across its broad portfolio of existing products and services. While the Company has introduced several new additions to its portfolio over the last few years, the majority of the Company’s investment in Research and Development (“R&D”) is dedicated to sustaining, improving on and enhancing its broad portfolio of existing products and services. Sangoma believes that innovation is essential to a technology company’s future. The Company also believes that R&D investment is necessary in order to address the needs of the Company’s wide-ranging group of customers (which include business of all sizes including service providers, carriers, enterprises, small and medium-sized businesses, and original equipment manufacturers) in over 150 countries, to keep pace with technology developments in the cloud communications industry, to meaningfully compete in that industry, and to achieve and maintain market acceptance.

The Company focuses on creating and introducing products to the market as soon as commercially practical and, thereafter, focuses on enhancements to further improve its products. Such product introductions enable the Company to validate product acceptance to some degree, and to get products to market efficiently to start generating revenue. Furthermore, the Company focuses on keeping its product development costs for new projects under control in a number of ways, including by reusing its existing code base where applicable and by leveraging open-source software.

Sangoma continues to invest in R&D to develop new products and to improve existing offerings with spending on R&D increasing each year.

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Sales and marketing

R&D is important, but without Sales and Marketing, customers can be too unaware of the advancements that Sangoma has made in innovation. So, Sangoma continues to increase its investment in both Sales and in Marketing, to promote awareness of the Company, to communicate the critical shift from single products to full solutions to cloud, and to drive customer acquisition.

Sales

Sangoma uses a dual sales path ‘go to market’ approach: direct sales to large customers and indirect distribution to other small and medium businesses (SMBs).

o	Large Customers typically include ‘service providers’, OEM’s and larger enterprise<br> type businesses. This is the customer segment that we can sell to directly.

Service Providers is a broad category of customers that included telcos, ISPs, ITSPs, wireless/mobile operators, MSPs, UCaaS operators, etc. These types of organizations are potential customers for Sangoma.

OEM partners are companies that “design in” Sangoma products as a component of their solutions. OEM customers tend to be committed participants in their given markets and have longer-term focus. It is important to reach these potential customers in the early days of any project to secure ‘design wins’ and to have sales and marketing programs that will ensure close collaboration during product and sales development cycles.

Enterprise customers are the classic ‘larger’ companies who buy products or services for their own use. This type of customer has similar ‘use cases’ to a SMB type customer but is large enough that they prefer to do business directly with Sangoma, the Company wants a direct relationship with them as well, and they are buying enough for Sangoma to cost effectively service them directly.

SMB Customers: In other cases, the customer is commonly referred to as a Small-Medium Business. Here, it is not usually cost-effective to travel to meet with such customers in a typical sales cycle. Sangoma then utilizes an indirect distribution model to reach the full breadth of customers, using a network of ‘channel partners’. This indirect distribution approach can often be based upon a two-tier Channel model:

The ‘upper tier’ of the indirect model is typically made up of Distributors or Master Agents, who normally sell not to the end customer, but to the ‘second tier’ of the channel. This upper tier of the channel tends to be larger organizations and cover broader geographic regions.

The ‘second tier’ of the indirect model is normally made up of Resellers and Agents. Distributors typically sell to resellers, and Master Agents typically sell to Agents. The Resellers and Agents then sell, install, and support end users. The second tier tend to be smaller organizations (though not always) and are usually more ‘local’ in nature.

Sangoma has parts of its sales team that focus on Direct customers, whereas the majority focuses on the Channel. In the channel, partners require frequent attention to keep Sangoma ‘on their mind’ in a crowded product marketplace. Therefore, a portion of the Channel sales team services the distributors and master agents as the upper tier of the channel, while a different part of the team focuses on the resellers/agents. Finally, Sangoma has professional sales teams across all our key geographic regions as well.

Marketing

Sangoma also continues to increase its efforts in marketing. The Company has assembled corporate marketing programs with two key objectives in mind:

o	to<br> promote the Sangoma brand and positioning, which included conveying the message about the<br> Company’s full solutions and its Cloud-First approach.
o	lead<br> generation as one of the front-end steps in customer acquisition

Sangoma is now using various marketing techniques typical of technology firms to accomplish those two objectives. This includes participation in tradeshows, speaking at selected industry events, attending specialized seminars run by Sangoma’s distribution channel and other partners, investing in electronic marketing strategies (e.g. web presence, social media and blogging, online advertising, search engine campaigns, etc.), conducting lead generation campaigns via email/social media/etc., webinars, creating thought leadership pieces, PR, etc.

In addition to the overall corporate messaging, in support of the above two objectives, Sangoma has developed a comprehensive set of channel promotion programs, aimed at the Company’s indirect partners described above, both distributors/master agents as well as resellers/agents. The Company seeks to attract new channel partners and to grow the business with existing partners. Sangoma has implemented several incentive programs to reward its channel partners for performance and behaviours that Sangoma believes will grow revenues.

xi

RESULTS OF OPERATIONS

SUMMARY OF RESULTSFOR THE SECOND QUARTER OF FISCAL 2022

Sales

Sales for the second quarter of fiscal 2022 ended December 31, 2021 were $54.24 million, double that of the $27.09 million in the comparable second quarter of fiscal 2021.

The increase primarily resulted from the Star2Star acquisition contributing to sales this quarter, as well as our existing Services business continuing to grow and compound, together with an uptick in Product versus the comparable second quarter of fiscal 2021. As a result, our Services revenue represented 70% of total sales this quarter, up from 56% in the same quarter of the prior year, and consistent with our strategic objective.

Cost of salesand gross profit

The cost of sales for the quarter ended December 31, 2021 was $14.83 million compared to $9.16 million last year, driven primarily by the addition of the Star2Star business. In addition, Sangoma’s COGS has been impacted by the COVID-19 related supply chain pressures, for both electronic components and for shipping. In some cases, Sangoma has needed to order further ahead, pay more for electronic components, and to ship product by air versus by sea (at higher cost). Nevertheless, Sangoma was able to fill most customer orders in the second quarter, and still meet our gross margin expectation, despite these supply chain pressures.

Gross profit for the quarter ended December 31, 2021 was $39.40 million, more than double the $17.93 million realized in the quarter ended December 31, 2020. Gross margin for the second quarter of fiscal 2022 was over 72% of revenue, up from 66% in the same quarter last year. This is driven primarily by higher margins attributable to Star2Star revenues, the larger fraction of revenue coming from higher margin services year over year, all partly offset by the supply chain pressures described above.

Operationalexpense

As permitted under IFRS, costs are allocated by function except for the impact of foreign exchange, which can result in material swings between time periods.

Sales and marketing

Sales and marketing expense was $14.24 million for the second quarter of fiscal 2022, significantly higher than the $4.13 million incurred in the same quarter of fiscal 2021. This was primarily the result of the addition of the Star2Star sales team, the incremental marketing staff, the accompanying marketing program spend, and the channel partner commissions. Sangoma is growing sales and marketing investment in absolute dollars, to help drive growth, while controlling total operating expense as a percentage of revenue.

Research and development

A portion of the Company’s R&D costs are capitalized each period and amortized on a straight-line basis over three years (see the audited consolidated financial statements and related notes for the fiscal year ended June 30, 2021 available at www.sedar.com). The engineering expenses incurred, and the development costs amortized during the second quarter of fiscal 2022 were $7.76 million or approximately 14% of sales, higher than the $4.20 million in the same quarter last year, mostly as a result of the addition of Star2Star. For the quarter ended December 31, 2021, the Company did not have any significant projects that have not yet generated revenue, nor did it have any products or services that are not fully developed, and which are material to the Company.

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General and administration

General and administration expenses were $18.15 million for the quarter ended December 31, 2021 compared to $6.80 million in the same period of fiscal 2021. The incremental spending is driven primarily by the addition of the Star2Star team and the non-cash expense of the additional amortization of the intangible assets acquired.

Foreign exchange

There were no material foreign exchange gains or losses in the second quarter of either year.

Total expenses

Total operating expense for the second quarter of fiscal 2022 was $40.24 million versus $15.13 million during the same period last year. The primary driver of the increase was the incremental expense associated with the addition of the Star2Star business.

Adjusted Operating Income (Loss)

Adjusted Operating loss for the quarter ended December 31, 2021 was $0.84 million, compared to the $2.80 million profit in the same period last year, again affected by the addition of Star2Star and the incremental amortization of intangible assets.

Interest

Net interest expense for the quarter ended December 31, 2021 was $0.60 million, higher than the $0.37 million in the same period last year, because of the additional interest on the new debt from the acquisition of Star2Star.

Business acquisition and integration costs

None.

TSX and Nasdaq fees

During the quarter ended December 31, 2021, the Company graduated from the TSX Venture exchange and commenced trading on the TSX on November 1, 2021 and Nasdaq on December 16, 2021 and incurred a one-time $1.05 million expense associated with the listing.

Consideration payable

In the second quarter of fiscal 2022, the change in the value of the consideration payable gave rise to a gain versus the amount existing on September 30, 2021 with an almost equivalent offset included in deferred tax expense.

Net income (loss)

Net loss for the second quarter was $2.48 million ($0.078 loss per share fully diluted), compared to a net income of $1.77 million ($0.110 earnings per share fully diluted) for the equivalent quarter ended December 31, 2020.

Adjusted EBITDA

For the second quarter of fiscal 2022, Adjusted EBITDA at $10.43 million, was more than double the $5.14 million of the same quarter last year, primarily resulting from the addition of the Star2Star business.

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The derivation of Adjusted EBITDA and the reconciliation of net income to Adjusted EBITDA for the quarter is shown in the table below.

	Three months ended
US$ Thousands	December 31, 2021			December 31, 2020
Net income (loss)		(2,477	)		1,772
Tax		130			653
Interest expense (net)		597			372
Share-based compensation		2,333			130
Depreciation of property and equipment		541			151
Depreciation of right-of-use assets		756			596
Amortization of intangibles		7,643			1,466
Exchange listing expense		1,051			-
Business acquisition costs		-			1
Change in fair value of consideration payable		(143	)		-
Adjusted EBITDA		10,431			5,141
Percentage of revenue		19.2	%		19.0	%

xiv

QUARTERLY RESULTS TRENDS

Sangoma’s quarterly revenue has now exceeded the same period in the prior year for each of the last twenty-five quarters. Selected financial information over the prior 8 quarters is shown in the table below.

Sales and Net Income by Quarter

**<br><br>US$ Thousands**	Third<br><br>quarter <br><br>2019-2020		Fourth<br><br>quarter <br><br>2019-2020		First<br><br>quarter <br><br>2020-2021		Second <br><br>quarter<br><br>2020-2021		Third <br><br>quarter <br><br>2020-2021			Fourth <br><br>quarter <br><br>2020-2021			First <br>quarter <br><br>2021-2022			Second <br><br>quarter <br><br>2021-2022
Sales	$	26,998	$	25,133	$	26,223	$	27,087	$	27,952		$	50,121		$	52,479		$	54,236
Gross Profit	$	17,449	$	16,341	$	17,315	$	17,930	$	18,315		$	35,885		$	37,853		$	39,403
Expenses	$	14,942	$	14,171	$	14,767	$	15,131	$	15,755		$	37,778		$	38,707		$	40,244
Adjusted operating income (loss)	$	2,507	$	2,170	$	2,548	$	2,799	$	2,560		$	(1,893	)	$	(854	)	$	(841	)
Net income (loss)	$	1,263	$	1,899	$	1,580	$	1,772	$	(1,779	)	$	(1,290	)	$	(2,301	)	$	(2,477	)
Net earnings (loss) per share
Non-diluted basis	$	0.120	$	0.177	$	0.111	$	0.112	$	(0.112	)	$	(0.041	)	$	(0.073	)	$	(0.078	)
Fully diluted basis	$	0.115	$	0.177	$	0.109	$	0.110	$	(0.112	)	$	(0.041	)	$	(0.073	)	$	(0.078	)
Adjusted EBITDA	$	4,843	$	4,464	$	4,946	$	5,141	$	5,346		$	9,615		$	10,093		$	10,431

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SUMMARY OF RESULTS FOR YEAR TO DATE FISCAL2022

Sales

Sales for the six months ended December were $106.71 million, double that of the $53.31 million in the same period of fiscal 2021 ended December 31, 2020.

The increase primarily resulted from the Star2Star acquisition continuing to contribute to sales, as well as our existing Services business continuing to grow and compound, together with an uptick in the Product business. Overall, our Services revenue as a percentage of total revenue was at 70% in the first six months of fiscal year 2022 compared to 56% in the same period of fiscal year 2021.

Cost of sales and gross profit

The cost of sales for the six month period ended December 31, 2021 was $29.46 million compared to $18.07 million for the same period of fiscal 2021, reflecting the global supply chain pressures and the additional costs associated with the addition of the Star2Star business. Sangoma’s COGS has been impacted by the COVID-19 related supply chain pressures, for both electronic components and for shipping. In some cases, Sangoma has needed to order further ahead, pay more for electronic components, and to ship product by air versus by sea (at higher cost). Nevertheless, Sangoma was able to fill most customer orders in the second quarter, and still meet our gross margin expectation, despite these supply chain pressures.

Gross profit for the six month period of fiscal 2022 was $77.26 million, more than double the $35.24 million realized in the first six months of fiscal 2021. Gross margin for the first six months was over 72% of revenue, up from 66% in the same period in fiscal year 2021. This is driven primarily by higher margins attributable to Star2Star revenues, the larger fraction of revenue coming from higher margin services year over year, all partly offset by the supply chain pressures described above.

Operational expense

As permitted under IFRS, costs are allocated by function except for the impact of foreign exchange, which can result in material swings between time periods.

Sales and marketing

Sales and marketing expense was $27.33 million for the first six month period of fiscal 2022, significantly higher than the $7.96 million for the same period of fiscal 2021. This increase was primarily the result of the addition of the Star2Star sales team, the incremental marketing staff, the accompanying marketing program spend, and the channel partner commissions. Sangoma is growing sales and marketing investment in absolute dollars, to help drive growth, while controlling total operating expense as a percentage of revenue.

Research and development

The engineering expenses incurred, and the development costs amortized during the six months ended December 31, 2021 were $16.12 million or approximately 15% of sales, higher than the $8.78 million in the same period last year, mostly as a result of the addition of Star2Star.

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General and administration

General and administration expenses were $35.41 million for the six months ended December 31, 2021 compared to $13.17 million over the same period ended December 31, 2020. The increase is primarily due to the addition of the Star2Star team and the non-cash expense of the additional amortization of the intangible assets acquired.

Foreign exchange

There were no material foreign exchange gains or losses in the six months ended December 31, 2021 and 2020.

Total expenses

Total operating expense for the first six months of fiscal 2022 was $78.95 million versus $29.90 million during the same period last year. The primary driver of the increase was the incremental expense associated with the addition of the Star2Star business and the company’s continuing investments to drive growth.

Adjusted Operating Income (Loss)

Adjusted Operating loss for the six months ended December 31, 2021 was $1.70 million, compared to the $5.35 million profit in the same period last year, again affected by the addition of Star2Star and the incremental amortization of intangible assets.

Interest

Net interest expense for the six months ended December 31, 2021 was $1.25 million, higher than the $0.76 million in the same period last year, as a result of new debt from the acquisition of Star2Star.

Business acquisition and integration costs

During the six months ended December 31, 2021, the Company incurred $0.84 million in integration costs related to the Star2Star acquisition.

TSX and Nasdaq fees

During the six months ended December 31, 2021, the Company graduated from the TSX Venture exchange and commenced trading on the TSX on November 1, 2021 and Nasdaq on December 16, 2021. A one-time $1.05 million expense associated with the listing was incurred.

Consideration payable

During the six months ending December 31, 2021, the change in fair value of consideration payable resulted in a loss of $0.10 million.

Net income (loss)

Net loss for the six months ended December 31, 2021 was $4.78 million ($0.151 loss per share fully diluted), compared to a net income of $3.35 million ($0.219 earnings per share fully diluted) for the equivalent period ended December 31, 2020.

Adjusted EBITDA

For the first six month period of fiscal 2022, Adjusted EBITDA at $20.52 million, was more than double the $10.09 million of the same period last year, primarily resulting from the addition of the Star2Star business.

xvii

The derivation of Adjusted EBITDA and the reconciliation of net income to Adjusted EBITDA for the six month period of fiscal 2022 and fiscal 2021 is shown in the table below.

	Six months ended
US$ Thousands	December 31, 2021			December 31, 2020
Net income (loss)		(4,778	)		3,352
Tax		(162	)		1,233
Interest expense (net)		1,253			760
Share-based compensation		4,452			284
Depreciation of property and equipment		984			304
Depreciation of right-of-use assets		1,486			1,222
Amortization of intangibles		15,298			2,931
Business integration costs		836			-
Exchange listing expense		1,051			-
Business acquisition costs		-			1
Change in fair value of consideration payable		104			-
Adjusted EBITDA		20,524			10,087
Percentage of revenue		19.2	%		18.9	%

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LIQUIDITY

As of December 31, 2021, Sangoma had current assets of $54.02 million, current liabilities of $50.90 million, and closed the second quarter with $16.95 million of cash.

Sangoma generated $3.90 million of Adjusted Cash Flow from operations during the second fiscal quarter of 2022 ended December 31, 2021, compared to $4.87 million in the same quarter last year. For the first six months of fiscal 2022, on a year-to-date basis, Sangoma generated $9.06 million, compared to $7.88 million in the same period last year. The reconciliation of net cash flows from operating activities to Adjusted Cash Flow for the three and six month periods ended December 31, 2020 and 2021 is shown in the table below.

	Three month periods ended						Six month periods ended
	December 31,						December 31,
$ Thousands	2021			2020			2021			2020
Net cash flows from operating activities		2,645			4,903			6,653			7,885
Less capitalization of development costs		(394	)		(403	)		(736	)		(766	)
Interest expense (net)		597			372			1,253			760
Business acquisition costs		-			1			-			1
Exchange listing expense		1,051			-			1,051			-
Business integration costs		-			-			836			-
Adjust cash flow from operations		3,899			4,873			9,057			7,880

Accounts receivable of $15.98 million on December 31, 2021 were slightly higher than the $14.73 million on June 30, 2021.

Inventories were $14.34 million on December 31, 2021, $2.52 million higher than as at June 30, 2021, reflecting the supply chain pressures described earlier. Sangoma expects this elevated inventory level to continue for the next few quarters until the supply chain stabilizes.

There are no existing or anticipated defaults or arrears on lease payments or interest payments and Sangoma is in full compliance with all debt covenants. Management of the Company believes that the current working capital and expected funds generated from operations will be sufficient to meet the operating and planned capital expenditures of the Company for the foreseeable future.

CAPITAL RESOURCES

There are no material commitments for capital expenditures at this time.

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CONTRACT LIABILITIES

The following table shows the movement in Contract Liabilities:


Opening balance, June 30, 2020	10,820,098
Revenue deferred during the year	19,775,691
Deferred revenue amortized into income during the year	(20,374,484
Additions through business combinations	5,532,426
Ending balance, June 30, 2021	15,753,731
Revenue deferred during the period	19,803,663
Deferred revenue amortized into income during the period	(21,780,229
Ending balance, December 31, 2021	13,777,165
**<br><br>Contract liabilities - Current**	9,451,854
Contract liabilities – Non-current	4,325,311
	13,777,165

All values are in US Dollars.

USE OF PROCEEDS FROM EQUITY FINANCINGS

As of the date of this MD&A, there has not been, and the Company does not anticipate, any changes to its previously made disclosure about the Company’s intended use of proceeds from the Offerings.

Offering	Previously Disclosed Proposed Use of Proceeds	Actual Use of Proceeds and Explanation of Variances
Prospectus Supplement dated July 24, 2020 to the Short Form Base<br> Shelf Prospectus Dated June 29, 2020	The Company intends to use net proceeds of the Offering for future acquisitions, with any unused net proceeds to be used for working capital and other general corporate purposes, including to reduce debt. The Company will have discretion in the actual application of Net Proceeds.	Substantially all of the proceeds were used in the Company’s acquisition of StarBlue Inc. and its wholly-owned operating subsidiary Star2Star Communications, LLC completed on March 31, 2021.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of Sangoma.

RELATED PARTY TRANSACTIONS

Except as disclosed in the notes to the consolidated financial statements, the Company is not party to any material transactions with related parties.

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PROPOSED TRANSACTIONS

None.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The fair values of the cash and cash equivalents, trade receivables, contract assets, other current assets, accounts payable, accrued liabilities, consideration payable and derivative liability approximate their carrying values due to the relatively short-term nature of these financial instruments or as these financial instruments are fair valued at each reporting period. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or loans at market rates.

OUTSTANDING SHARE DATA

As of February 10, 2022, there were 19,061,208 issued and outstanding common shares of Sangoma, with a further 12,695,600 shares to be issued in accordance with the terms of the StarBlue acquisition, and as of the same date there were outstanding options to acquire 1,705,559 common shares. The share and options counts reflect the 7:1 share consolidation that came into effect on November 2, 2021. In accordance with the International Financial Reporting Standards (“IFRS”), the change has been applied retrospectively.

SIGNIFICANT EVENTS

COVID-19:

In December 2019, there was a global outbreak of COVID-19 (coronavirus), which has had a significant impact on businesses through the restrictions put in place by the national, provincial and municipal governments around the world regarding travel, business operations and isolation and quarantine orders. At the commencement of the COVID-19 pandemic, Sangoma was designated as an essential business in many of the jurisdictions in which it operates and continued to receive factory shipments and make deliveries to customers around the world throughout fiscal years 2020, 2021, and 2022.

As indicated in previous business updates, there continues to be uncertainty regarding the full impact, duration and pace of recovery from the COVID-19 pandemic on Sangoma’s operations and markets. While these effects are mitigated through vaccinations, the effectiveness of vaccines against variant strains of COVID-19 (including the Delta and Omicron variants) and the severity of variant strains, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time.

In addition to the varying government responses in each of the countries that Sangoma operates in, there have been global electronic component supply shortages with associated higher prices, longer lead times for the supply of both components and finished goods, delays in and increased cost of shipping the company’s products to its warehouses and customers. Sangoma has responded though seeking to lock in component supply for as far out as is possible but remains dependent on these components being delivered in the agreed quantities and timelines. As a result, Sangoma has needed to use more air freight than it normally would to get products into its warehouses in order to meet customer demand.

xxi

Going forward, the COVID-19 pandemic’s impact on the continuing recovery of the global economy; the Company’s manufacturing, labour and shipping costs; global exchange rates; Company’s customers’ business operations; the availability and costs of components required by the Corporation for the production of its products; the Company’s manufacturers and supply chain delivering the required quantities of finished products on schedule; the continued ability for the Company’s operations employees to work at the Company’s internal and outsourced facilities; and other employees being able to work from home as required without any material impact on productivity remains uncertain.

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Government Canada and the Bank of Canada have responded with significant monetary and fiscal interventions designed to stabilize economic conditions as temporary measures and one of them is the Canada Emergency Wage Subsidy (CEWS). The CEWS program offers assistance in the form of wage subsidy for qualifying businesses faced with specified levels of revenue decline, and the subsidy is targeted to either retain workforce on payroll or to re-hire furloughed employees. The CEWS program is applicable from March 15 to December 19, 2020 for eligible entities that experienced a reduction in gross revenue for the period as determined by the program. The Company received $nil under the CEWS for the three and six month periods ended December 31, 2021 (three and six month periods ended December 31, 2020 - $nil and $106,899, respectively) which was recorded as an offset against salaries and wages in operating expenses in the condensed consolidated interim statements of income (loss) and comprehensive income (loss).

Stock Exchange Transition:

During the quarter, Sangoma graduated from the TSX Venture Exchange to the Toronto Stock Exchange on November 1, 2021 and on December 16, 2021 cross listed and commenced trading on the Nasdaq Global Select Market exchange under the trading symbol SANG representing a major milestone in the Company’s development.

Share Consolidation (reverse stock split):

IAS 33 Earnings per Share (paragraph 64) requires retrospective restatement of earnings per share for a reverse stock split that occurs subsequent to the balance sheet date but before the date of authorization of the statements. As a result, all disclosures of common shares, per common share data and data related to options in the accompanying condensed consolidated interim financial statements and related notes reflect this reverse stock split for all periods presented.

POST REPORTING EVENTS

None.

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GUIDANCE

Based upon the results for the second quarter, and upon the assumptions outlined below, Sangoma is increasing guidance for its fiscal year 2022. Prior guidance for this year, as disclosed in the MD&A for the first quarter of fiscal 2022 dated November 12, 2021, had been for revenue of between $209 and $213 million, and Adjusted EBITDA in a range of $41 to $43 million. The Company now expects revenue of between $215 and $219 million, and Adjusted EBITDA of $42 to $44 million, for fiscal 2022.

The above outlook and modified guidance constitute forward-looking information and are based on the Company’s assessment of many material assumptions, including:

·	The continuing revenue trends the Company has experienced in the fiscal year to date
·	The continuing recovery of the global economy, decreased government restrictions, and increased customer<br>demand as a result of COVID-19
---	---
·	The successful integration of the Star2Star business and such business continuing<br>to operate and generate results in a manner consistent with its business preceding its acquisition by the Company
---	---
·	There being continuing growth in the global UCaaS and cloud communications markets more generally
---	---
·	There being continuing demand and subscriber growth for the Company’s cloud offerings
---	---
·	Changes in global exchange rates do not disrupt demand for the Company’s Products and Services
---	---
·	The ability of the Company’s customers to continue their business operations without any material<br>impact on their requirements for the Company’s Products and Services
---	---
·	The Company’s forecasted revenue from its internal sales teams and<br>via channel partners will meet expectations, which is based on certain management assumptions, including continuing demand for<br>the Company’s products and services, no material delays in receipt of products from its contract manufacturers, no material increase<br>to the Company’s manufacturing, labour or shipping costs
---	---
·	There being no material further increase to the Company’s cost of goods sold
---	---
·	The Company’s manufacturers and supply chain delivering ongoing quantities of finished products<br>on schedule
---	---
·	That the Company can continue to secure electronic components and parts to support a largely uninterrupted<br>supply chain
---	---
·	That the Company is able to attract and keep the employees needed to maintain the current momentum
---	---
·	The continued ability for the Company’s operations employees to work at the Company’s internal<br>and outsourced facilities
---	---
·	Other employees being able to work from home as required without any material impact on productivity
---	---

ADDITIONAL INFORMATION

Additional information relating to the Company is filed on SEDAR at www.sedar.com.

xxiii

GLOSSARY OF TERMS

Analog

Analog telephony is the telephone system that dates back to the original experiments by Alexander Graham Bell. The voice signal is picked up by a microphone and transmitted to the central office. Voice signals from the central office consist of voltages that drive a headset to produce sound. Analog means that the voice pressure signals are represented by voltages levels on the line.

API

Application Program Interface: An API is a purpose-built interface that allows fourth party software to interact with a particular application. A typical API is the user interface for Windows that allow programmers to write programs for Windows that use all its built-in utilities. APIs do not depend on revealing source code, in general. They are usually well documented and include sample programs that make development easy.

Codec

In the telephony context a codec is a mechanism of digitally encoding voice. On the PSTN a voice channel takes up 64kbps in a codec standard called G.711. Cell phones use a codec called GSM that compress the voice further so that a GSM call consumes about 24kbps. Other compressed codecs are used in VoIP to conserve bandwidth. These include standards such as G.729, G.723. Most audio codecs are lossy, in that some of the voice quality is degraded by the compression. On the other hand, as bandwidth becomes cheaper, VoIP allows one to use other codecs that in fact use more bandwidth than the PSTN, the so-called broadband codecs that have DVD-like voice quality.

Digital telephony

In the modern PSTN only the “last mile” line to the customer is still analog, all other internal parts of the network are digital. Digital in this case means that at the central office the analog signal from the subscriber’s telephone is sampled digitally, converting the line voltages to a series of numbers that can be easily transmitted error free over long distances. See T1, E1 below.

DID

Direct Inward Dialing (“DID”) is a virtual phone number that uses the existing phone lines to route incoming calls. Callers can connect to a phone extension directly without an operator. This offers convenience for both employees and callers alike. DID offers a cost saving on its own, and is less expensive when purchased with a SIP trunk.

Gateway

In the telephony context this is typically a separate unit with its own case and power supply that provides VoIP-to-PSTN services for a VoIP network. Almost all gateway devices use SIP interfaces to the VoIP system over Ethernet and have analog or digital telephony interfaces that connect to the PSTN. VoIP gateways are available from many manufacturers including Audiocodes, Cisco, Grandstream, Patton Electronics and many others.

ISDN

Integrated Services Digital Network (“ISDN”) is a set of communications standards for simultaneous digital transmission of voice, video, data, and other network services over the traditional circuits of the public switched telephone network. Of the many variations of ISDN, Sangoma supports BRI (Basic Rate Interface) which is essentially an all-digital replacement for ordinary analog lines and PRI (Primary Rate Interface) which is used over T1 and E1 lines. BRI is very popular outside of North America. PRI is used worldwide.

IoT

Internet of Things (“IoT”) refers to a system of interrelated, internet-connected objects that are able to collect and transfer data over a wireless network without human intervention.

The Internet Protocol (“IP”) is the primary protocol in the internet layer of the Internet protocol suite, and delivers data packets from the source host to the destination host solely based on the IP address.

ISP

Internet Service Provider

ITSP

Internet Telephony Service Provider who offer telecommunications service including voice over internet type connections.

IVR

Interactive Voice Response: IVR systems use the phone to navigate a menu, for example those used by banks to allow access to customer’s account information. IVR systems have typically been driven by dial tones as the buttons on your phone are pressed, but increasingly they are using voice recognition for navigation.

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Open Source

Open Source software is distributed free subject to certain conditions. Open Source licenses usually stipulate that source code must always be distributed or made available, and any improvements in the code have to be donated back to the community. It is possible to have dual licensing: Open Source to the community and also a closed, commercial license of the same or similar software.

NetBorder

This is the trade name of a Sangoma SIP to PSTN gateway product. It includes several other functions in addition to the PSTN gateway function. The mass marketed version is known as NetBorder Express or NBE.

PBX

Private branch exchange. A PBX is a premised basis device to deliver calls from the PSTN or VOIP network to phones in a single or multiple locations.

PSTN

Public Switched Telephone Network: This is the standard telephone network that has been in operation for many decades. A telephone or FAX or PBX or other telephony device is generally connected to an analog line at a wall plug, which is connected by “last mile” cabling to the central office. The analog signal from the device is converted to a digital signal at the Telco central office and is multiplexed, 24 simultaneous voice channels per line (in North America) onto a T1 for onward transmission. At the other end of the line the digital channel is reconverted to analog for transmission over the “last mile” to the receiving phone or other device.

SBC

A Session Border Controller (“SBC”) is a device deployed in Voice over Internet Protocol (“VoIP”) networks to exert control over the signaling and usually also the media streams involved in setting up, conducting, and tearing down telephone calls or other interactive media communications. SBCs are deployed as demarcation points between enterprises and service providers and between service provider networks.

Signalling

Call setup and tear down is remarkably complicated, involving such things as responding to the different tones as well as generating them, caller identification and handling the different features like hook-flash and voicemail properly. There are different signalling mechanisms for different types of circuits. Analog circuits use tones such as out-of-order, busy, ringing as well as the dialling tones. T1 lines often use a data protocol called ISDN PRI, where packets of control data are exchanged on a separate data channel. ISDN PRI is a simplification of the general signalling protocol used internally by the telecommunications networks known as SS7. In all cases signalling has to be exactly compatible with what the Telco expects, so interoperability and standards are important.

SIP

Session Initiation Protocol: SIP is the emerging standard signalling protocol for VoIP, though it has much broader applications. SIP is responsible for setting up and teardown of two party and multiparty calls, as well as a host of management features. To a great and increasing extent, VoIP calls are SIP based. The term SIP Trunk is used to describe the provision of a SIP line to an end customer.

T1, E1

A T1 line is a circuit that carries 24 digital telephone calls simultaneously. At higher densities, 28 T1s are aggregated into a T3 line carrying 672 calls. Larger offices can also connect to the central office via T1 directly, so as to have only one circuit for up to 24 calls. T1 is standard in North America and Japan while E1 is the standard in the rest of the world. E1 carries 30 channels of digitized voice per line.

TDM

Time Division Multiplexing (“TDM”) is used in circuit switched networks to increase the number of calls carried simultaneously on any one circuit and formed the basis for the digital telephony networks.

Unified Communications

Unified communications is a concept in which voice, email, messaging, video and any other type of communication are all considered forms of data that can be combined, manipulated and used in intelligent applications in a seamless way.

VoIP

Voice over IP: The transfer of voice traffic over the Internet Protocol. IP is used universally for all networking including local area networks and private networks, not just the Internet. VoIP is not necessarily voice over the Internet, but voice over general data networks.

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Exhibit 99.3

NEWS RELEASE

SANGOMA ANNOUNCESSECOND QUARTER FISCAL 2022 RESULTS

Both Revenueand Adjusted EBITDA^1^ Double that of Last Year

MARKHAM,ONTARIO, February 10, 2022 – Sangoma Technologies Corporation (TSX: STC; Nasdaq: SANG) (“Sangoma” or the “Company”), a trusted leader in delivering cloud-based Communications as a Service solutions for companies of all sizes, today announced highlights of its unaudited results for the second quarter of fiscal year 2022 ended December 31, 2021.

Sales for the second quarter of fiscal 2022 were a record $54.24 million, twice that of the same quarter last year. Please note that these results are being presented in United States dollars, and so all historical numbers have been converted from Canadian dollars where applicable, for comparison purposes.

US $M	Q2 FY2022				Q2 FY2021					Q1 FY2022				Change
Sales	$	54.24		m	$	27.09	m	100	%	$	52.48		m	3	%
Gross profit	$	39.40		m	$	17.93	m	120	%	$	37.85		m	4	%
Operating expense	$	40.24		m	$	15.13	m	166	%	$	38.71		m	4	%
Adjusted operating income^1^ (loss)	$	(0.84	)	m	$	2.80	m			$	(0.85	)	m
Net income (loss)	$	(2.48	)	m	$	1.77	m			$	(2.30	)	m
Net earnings/(loss) per share (fully diluted)	$	(0.078	)		$	0.110				$	(0.073	)
Adjusted EBITDA^1^	$	10.43		m	$	5.14	m	103	%	$	10.09		m	3	%

The Company undertook a seven for one share consolidation on November 2, 2021, so please note that in this press release, as well as the accompanying interim financial statements and MD&A (all of which have been filed on SEDAR), the share count, option count, exercise prices, and earnings per share reflect this share consolidation for all periods reported.

“I am pleased with our performance this quarter, on both the top and the bottom lines,” said Bill Wignall, President and CEO of Sangoma. “Our services business continues to grow and compound nicely, we had a slight uptick in our product revenue again this quarter with prudent management of our supply chain, and the successful integration of Star2Star all helped contribute to record revenue and Adjusted EBITDA, both at more than double that of last year. In addition, we continued to execute on our strategic initiatives this quarter, first with the successful up-listing to the TSX from the Venture exchange, followed by our cross-listing to Nasdaq.”

Gross profit for the second quarter of fiscal 2022 was $39.40 million, delivering gross margin of over 72% of sales, up from 66% in the same quarter last year.

Operating expenses were $40.24 million for the second quarter of fiscal 2022, up 4% sequentially over the most recent first quarter of this fiscal year, and up significantly from the prior year in sync with our growth and factoring in the non-cash intangible asset amortization arising from the acquisition.

Adjusted EBITDA^1^was $10.43 million in the second quarter of fiscal 2022, more than twice that of the same quarter last year, and at about 19% of revenue, is consistent with expectations for this point in the fiscal year.

Sangoma continues to maintain a healthy balance sheet, finishing the second quarter of fiscal 2022 with a cash balance of $16.95 million on December 31, 2021 and remains comfortably within its debt covenants. Adjusted Cash Flow from Operations^1^ during the second quarter was $3.90 million, compared to $4.87 million in the same quarter of fiscal 2021.

Outlook for fiscal year 2022

Based upon these results for the second quarter, and upon the assumptions outlined below, Sangoma is increasing guidance for its fiscal year 2022. Prior guidance for this year, as disclosed in the news release dated November 12, 2021, had been for revenue of between $209 and $213 million, and Adjusted EBITDA in a range of $41 to $43 million. The Company now expects revenue of between $215 and $219 million, and Adjusted EBITDA of $42 to $44 million, for fiscal 2022.

The above outlook and modified guidance constitute forward-looking information and are based on the Company’s assessment of many material assumptions, including:

·	The<br> continuing revenue trends the Company has experienced in the fiscal year to date
·	The<br> continuing recovery of the global economy, decreased government restrictions and increased<br> customer demand as a result of COVID-19
---	---
·	The<br> successful integration of the Star2Star business and such business continuing<br> to operate and generate results in a manner consistent with its business preceding<br> its acquisition by the Company
---	---
·	There<br> being continuing growth in the global UCaaS and cloud communications markets more generally
---	---
·	There<br> being continuing demand and subscriber growth for the Company’s cloud offerings
---	---
·	Changes<br> in global exchange rates do not disrupt demand for the Company’s Products and Services
---	---
·	The<br> ability of the Company’s customers to continue their business operations without any<br> material impact on their requirements for the Company’s Products and<br> Services
---	---
·	The<br> Company’s forecasted revenue from its internal sales teams<br> and via channel partners will meet expectations, which is based on certain management assumptions,<br> including continuing demand<br> for the Company’s products and services, no material delays in receipt of products<br> from its contract manufacturers, no material increase to the Company’s manufacturing,<br> labour or shipping costs
---	---
·	There<br> being no material further increase to the Company’s cost of goods sold
---	---
·	The<br> Company’s manufacturers and supply chain delivering ongoing quantities of finished<br> products on schedule
---	---
·	That<br> the Company can continue to secure electronic components and parts to support a largely uninterrupted<br> supply chain
---	---
·	That<br> the Company is able to attract and keep the employees needed to maintain the current momentum
---	---
·	The<br> continued ability for the Company’s operations employees to work at the Company’s<br> internal and outsourced facilities
---	---
·	Other<br> employees being able to work from home as required without any material impact on productivity
---	---

Full second quarter results and conferencecall

Sangoma will host a conference call on Friday, February 11, 2022 at 8:00 am EST to discuss these results. The dial-in number for the call is 1-800-319-4610 (International 1-604-638-5340). Investors are requested to dial in 5 to 10 minutes before the scheduled start time and ask to join the Sangoma call.

^1^Adjusted Operating Income, Adjusted EBITDA and Adjusted Cash Flow from Operations are metrics used by the Company to monitor its performance and definitions of these terms, as well as other important information on these results, may be found in the accompanying MD&A posted today at www.sedar.com.

About Sangoma Technologies Corporation

Sangoma Technologies is a trusted leader in delivering value-based Communications as a Service (CaaS) solutions for businesses of all sizes. Sangoma’s cloud-based Services include Unified Communication (UCaaS) business communications, Contact Center as a Service (CCaaS), Video Meetings as a Service (MaaS), Collaboration as a Service (Collab aaS), Communications Platform as a Service (CPaaS), Trunking as a Service (TaaS), Fax as a Service (FaaS), Device as a Service (DaaS), and Access Control as a Service (ACaaS). In addition, Sangoma offers a full line of communications Products, including premise-based UC systems, a full line of desk phones and headsets, and a complete connectivity suite (gateways/SBCs/telephony cards). Sangoma’s products and services are used in leading UC, PBX, IVR, contact center, carrier networks, office productivity, and data communication applications worldwide. Sangoma is also the primary developer and sponsor of Asterisk and FreePBX, the world’s two most widely used open source communication software projects.

Sangoma Technologies Corporation is publicly traded on the Toronto Stock Exchange (TSX: STC) and Nasdaq (Nasdaq: SANG). Additional information on Sangoma can be found at: www.sangoma.com.

Cautionary StatementRegarding Forward Looking Statements

This press release contains forward-looking statements, including statements regarding the expected fiscal 2022 financial results and the future success of our business, development strategies and future opportunities.

Forward-looking statements include, but are not limited to, statements relating to management’s guidance on revenue and Adjusted EBITDA, statements concerning estimates of expected expenditures, statements relating to expected future production and cash flows, and other statements which are not historical facts. When used in this document, the words such as "could", "plan", "estimate", "expect", "intend", "may", "potential", "should" and similar expressions indicate forward-looking statements.

Although Sangoma believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date that the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in forward-looking statements. Such risks and uncertainties include, but are not limited to, the outcome of our ongoing investigation into the cyber attack, costs related to our investigation and any resulting liabilities, our ability to recover any proceeds under our insurance policies, and costs related to and the effectiveness of our mitigation and remediation efforts. Sangoma undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by law.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in its management's discussion and analysis, annual information form and management information circular (each available on www.sedar.com) include, but are not limited to, risks and uncertainties associated with the continuing integration of Star2Star, the impact of the continuing COVID-19 pandemic, changes in exchange rate between the United States dollar and other currencies, changes in technology, changes in the business climate, changes in the regulatory environment, the decline in the importance of the PSTN, new competitive pressures, the impact of global supply chain delays, the retention of key staff, the increase in cost of our components and materials and the impact of changes to interest rates. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

#  #  #

Neither theTSX nor its Regulation Services Provider (as that term is defined in policies of the TSX Exchange) accepts responsibility for the adequacyor accuracy of this release.

Sangoma Technologies Corporation

Larry Stock

Chief Corporate Officer

(256) 428-6285

lstock@sangoma.com