6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2023

Commission File Number: 001-40472

A2Z SMART TECHNOLOGIES CORP.

(Registrant)

1600-609 Granville Street

Vancouver, British Columbia V7Y 1C3 Canada

(Address of 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 ☐

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): ☐

This Amendment No. 1 (“Amendment No. 1”) to the Report on Form 6-K originally filed with the U.S. Securities and Exchange on August 14, 2023 (the “Original 6-K”) is being filed solely to provide the Company’s Unaudited Condensed Interim Consolidated Financial Statements for the six month period ended June 30, 2023 formatted in Inline eXtensible Business Reporting Language (“iXBRL”), in accordance with Rule 405 of Regulation S-T and paragraph C.(6) of the General Instructions to Form 6-K, attached hereto as Exhibit 99.1. Such Unaudited Condensed Interim Consolidated Financial Statements were previously filed without iXBRL as Exhibit 99.1 to the Original 6-K.

Except as described above, this Amendment No. 1 speaks as of the original filing date of the Original 6-K and does not amend, update or restate any information set forth in the Original 6-K or reflect any events that occurred subsequent to the original filing date of the Original 6-K.

The information contained in this Amendment No. 1, including Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333- 271226).

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.

	A2Z SMART TECHNOLOGIES CORP.
	(Registrant)
Date August 17, 2023	By	/s/ Joseph Bentsur
		Joseph Bentsur
		Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Unaudited Condensed Interim Consolidated Financial Statements for the six months period ended June 30, 2023 formatted in Inline XBRL

EX-99.1

Exhibit 99.1

A2Z Smart Technologies Corp.

CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2023

(Unaudited)

(Expressed in US Dollars)

A2Z SMART TECHNOLOGIES CORP.

A2Z SMART TECHNOLOGIES CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

(Unaudited)

(Expressed in US Dollars)

INDEX

	Page
Condensed Interim Consolidated Statements of Financial Position	3
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss	4
Condensed Interim Consolidated Statements of Changes in Equity (Deficit)	5
Condensed Interim Consolidated Statements of Cash Flows	6-7
Notes to the Condensed Interim Consolidated Financial Statements	8- 19

2

A2Z SMART TECHNOLOGIES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(Expressed in Thousands of US Dollars)

	As at June 30, 2023			As at December 31, 2022
ASSETS
Current assets
Cash and cash equivalents		5,671			2,616
Restricted cash		-			8
Inventories		621			375
Trade receivables, net		1,547			1,373
Other accounts receivable		1,566			2,570
Total current assets		9,405			6,942
Intangible asset - patent, net		2,115			2,207
Goodwill		1,188			1,188
Property, plant and equipment, net		2,059			2,357
Total non-current assets		5,362			5,752
Total Assets		14,767			12,694
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short term loan and current portion of long-term loans		1,155			1,403
Lease liability		257			281
Trade payables		2,692			2,224
Deferred revenues		-			1,373
Other accounts payable		840			956
Total current liabilities		4,944			6,237
Lease liability		447			605
Long term loans		289			341
Provisions		1,466			1,447
Warrant Liability (note 3)		6,249			1,142
Severance payment, net		31			33
Total non-current liabilities		8,482			3,568
Total liabilities		13,426			9,805
Shareholders’ equity (note 4)
Share capital and additional paid in capital		52,944			43,452
Warrant Reserve		30,863			30,863
Accumulated other comprehensive income		(1,409	)		(1,634	)
Accumulated deficit		(77,936	)		(67,395	)
		4,462			5,286
Non-controlling interest		(3,121	)		(2,397	)
Total shareholders’ equity		1,341			2,889
Total liabilities and shareholders’ equity		14,767			12,694

August 14, 2023	“Yonathan De Yonge”	“Joseph Bentsur”
Date of approval of the financial statements	Yonathan De Yonge - Director	Joseph Bentsur President and Chief Executive Officer

The accompanying notes are an integral part of these Condensed Interim Consolidated financial statements.

3

A2Z SMART TECHNOLOGIES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited)

(Expressed in Thousands of US Dollars, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Revenues (note 7)		2,860			1,430			7,468			2,876
Cost of revenues		2,222			1,219			5,809			2,389
Gross profit		638			211			1,659			487
Expenses:
Research and development costs		1,220			1,106			2,243			2,171
Sales and marketing costs		359			199			482			282
General and administration expenses		3,797			2,276			7,702			4,122
Operating loss		(4,738	)		(3,370	)		(8,768	)		(6,088	)
Loss on revaluation of warrant liability (note 4)		2,749			-			2,344			-
Loss on sale of property, plant and equipment		-			-			-			16
Financial (income) expense		(65	)		(5	)		153			(7	)
Loss before taxes on income		(7,422	)		(3,365	)		(11,265	)		(6,097	)
Income tax expense		-			-			-			-
Net loss for the period		(7,422	)		(3,365	)		(11,265	)		(6,097	)
Less: Net loss attributable to non-controlling interests		(454	)		(416	)		(724	)		(795	)
Net loss attributable to controlling shareholders		(6,968	)		(2,949	)		(10,541	)		(5,302	)
		(7,422	)		(3,365	)		(11,265	)		(6,097	)
Other comprehensive income (loss)
Item that will not be reclassified to profit or loss:
Adjustments arising from translating of financial statements to presentation currency		574			(425	)		225			(997	)
Other comprehensive income (loss)		574			(425	)		225			(997	)
Total comprehensive loss for the period		(6,848	)		(3,790	)		(11,040	)		(7,094	)
Less: Comprehensive loss attributable to non-controlling interests		(454	)		(410	)		(724	)		(795	)
Comprehensive loss attributable to controlling shareholders		(6,394	)		(2,955	)		(10,316	)		(6,298	)
Basic and diluted loss per share		(0.19	)		(0.11	)		(0.34	)		(0.23	)
Weighted average number of shares outstanding		33,386,071			27,261,525			32,349,810			27,049,715

The accompanying notes are an integral part of these Condensed Interim Consolidated financial statements.

4

A2Z SMART TECHNOLOGIES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(Expressed in Thousands of US Dollars)

	Ordinary share capital						Accumulated
	Number of shares		Additional paid in capital		Warrant reserve		Other Comprehensive Income			Accumulated deficit			Non-controlling interest			Total Equity
Balance - January 1, 2023		30,945,322	$	43,452	$	30,863	$	(1,634	)	$	(67,395	)	$	(2,397	)	$	2,889
Net loss for the period		-		-		-		-			(10,541	)		(724	)		(11,265	)
Adjustments arising from translating financial statements of foreign operations		-		-		-		225			-			-			225
Net comprehensive loss for the period		-		-		-		225			(10,541	)		(724	)		(11,040	)
Issuance of shares in respect of private placement		1,783,561		2,233		-		-			-			-			2,233
Issuance of shares in respect of registered direct offering		3,818,275		4,193		-		-			-			-			4,193
Exercise of RSU’s		30,000		-		-		-			-			-			-
Exercise of warrants		65,000		99		-		-			-			-			99
Share based compensation		-		2,967		-		-			-			-			2,967
Balance - June 30, 2023		36,642,158		52,944	$	30,863		(1,409	)		(77,936	)		(3,121	)		1,341

	Ordinary share capital							Accumulated
	Number of shares		Additional paid in capital		Warrant reserve			Other Comprehensive Income			Accumulated deficit			Non-controlling interest			Total Equity
Balance - January 1, 2022		26,326,488	$	28,297	$	34,763		$	(708	)	$	(50,838	)	$	(607	)	$	10,907
Net loss for the period		-		-		-			-			(5,302	)		(795	)		(6,097	)
Adjustments arising from translating financial statements of foreign operations		-		-		-			(997	)		-			(12	)		(997	)
Net comprehensive loss for the period		-		-		-			(997	)		(5,302	)		(795	)		(7,094	)
Issuance of shares in respect of crowd funding		74,895		-		-			-			-			-			-
Exercise of warrants		584,207		4,072		(2,795	)		-			-			-			1,277
Issuance of shares in respect of Isramat deal (note 3)		273,774		2,089		-			-			-			-			2,089
Exercise of options		16,667		20		-			-			-			-			20
Expiration of warrants		-		51		-			-			-			-			51
Share based compensation		-		111		-			-			-			-			111
Balance - June 30, 2022		27,276,031		34,640	$	31,968			(1,705	)		(56,140	)		(1,402	)		7,361

The accompanying notes are an integral part of these Condensed Interim Consolidated financial statements.

5

A2Z SMART TECHNOLOGIES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in Thousands of US Dollars)

	Six months ended
	June 30
	2023			2022
Cash flows from operating activities
Net loss for the period		(11,265	)		(6,097	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization and depreciation		547			303
Share based compensation		2,967			111
Loss on revaluation of warrant liability		2,344			-
Loss on revaluation of contingent liability		19			-
Change in severance liability		(2	)		(21	)
Change in inventory		(246	)		(64	)
Change in trade receivables		(174	)		367
Change in other account receivables		1,005			(2,211	)
Accrued interest on loans and leases		(10	)		1
Loss from sale of property, plant and equipment		-			16
Change in accounts payable		468			(151	)
Changes in deferred revenues		(1,373	)		1,236
Change in other accounts payable		(116	)		45
		(5,836	)		(6,465	)
Cash flows from investing activities
Restricted deposits		8			(14	)
Newly consolidated subsidiary (see Appendix B)		-			(879	)
Purchase of property, plant and equipment		(157	)		(209	)
		(149	)		(1,102	)
Cash flows from financing activities
Issuance of shares and warrants, net		9,188			-
Exercise of options		-			20
Exercise of warrants		99			1,277
Lease payments		(172	)		(47	)
Repayment of loans		(394	)		(282	)
Proceeds from receipt of loans		94			429
		8,815			1,398
Increase (decrease) in cash and cash equivalents		2,830			(6,169	)
Effect of changes in foreign exchange rates		225			(639	)
Cash and cash equivalents at beginning of period		2,616			8,470
Cash and cash equivalents at end of period		5,671			1,662
Interest paid during the period		57			6
APPENDIX A: NON-CASH ACTIVITIES
Issuance of shares in respect of Isramat deal		-			2,089

6

A2Z SMART TECHNOLOGIES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in Thousands of US Dollars)

APPENDIX B: INVESTMENT IN NEWLY CONSOLIDATED SUBSIDIARIES

	Six months ended
	June 30
	2023		2022
Issuance of the Company’s ordinary shares		-		2,089
Working capital other than cash and cash equivalents		-		(878	)
Liability for severance pay fund, net		-		35
Provision for vacation leave		-		49
Property, plant and equipment		-		(636	)
Goodwill		-		(1,538	)
Total cash and cash equivalents paid		-		(879	)

The accompanying notes are an integral part of these Condensed Interim Consolidated financial statements.

7

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

A2Z SMART TECHNOLOGIES CORP. (the “Company” or “A2ZST”) was incorporated on January 15, 2018 under the laws of British Columbia. The head office is located at 1600 – 609 Granville Street, Vancouver, British Columbia V7Y 1C3, and the records and registered office is located at 2200 HSBC Building 885 West Georgia Street, British Columbia, V6C 3E8.

The Company was listed on the NASDAQ Stock Market LLC (“Nasdaq”) starting January 22, 2022, and trades under the symbol “AZ” and on the TSX Venture Exchange (“TSX Venture”) and trades under the symbol “AZ.V”.

The Company owns 76.78% of the common shares of Cust2Mate Ltd (“Cust2Mate”), a technology company focused on providing retail automation solutions, in particular for large grocery stores and supermarkets. The Company’s primary product is the Cust2Mate system which incorporates a “smart cart” which automatically calculates the value of the customers purchases in their smart cart, without having to unload and reload their purchases at a customer checkout point.

The Cust2Mate system offers various features for shoppers and retailers such as product information and location, an on-cart scale to weigh items and automatically calculate costs, bar-code scanner and on-board payment system to bypass checkout lines. In addition, the product includes big data smart algorithms and computer vision capabilities, allowing for customer specific targeted advertising. (“The Cust2Mate Platform”).

The Cust2Mate Platform is being rolled out in Israel and is being marketed throughout the world, with pilot programs in North and South America, Europe and in the Middle East.

The Company’s other activities include the provision of services in the field of services to the military and security markets as well as the development of related products for the civilian markets. Such services include providing maintenance services and container leasing. The Company also provides maintenance services for complex electronic systems and products.

On February 3, 2022, the Company announced the closing of acquisition of Isramat Ltd. This strategic acquisition vertically integrates certain manufacturing capabilities for the production of A2Z’s Cust2Mate smart cart while complementing existing contract manufacturing partnerships to support anticipated worldwide growth.

The Company, through its 80% owned subsidiary, Advanced Automotive Innovations Inc., (“AAI”) continues the development of a product for the automotive market - the FTICS or Fuel Tank Inertia Capsule System which activates automatically in the event of a vehicle collision. This eliminates the danger of fuel tank combustion thereby saving lives and reducing damage.

As of June 30, 2023, the Company had four key subsidiaries, all of which are companies incorporated under the laws of Israel: (1) Cust2mate Ltd. (“Cust2mate”); (2) A2Z Advanced Military Solutions Ltd (“A2Z MS”); (3) A2Z Advanced Solutions Ltd. (“A2Z AS”); and (4) Isramat Ltd., the “Subsidiaries”).

The Company had a net loss of approximately $11.3 million for the six months ended June 30, 2023, and $6.1 million for the six months ended June 30, 2022. The Company has an accumulated deficit of $78 million as of June 30, 2023. The Company has incurred negative cash from operations and net losses for the current and recent periods. The Company financed its operation up to date by issuance of shares and warrants. The Company does not have any material financial cash obligations as of the balance date. The company believes that it has sufficient resources to operate in the foreseeable future with the support of its directors and officers.

These Condensed Interim Consolidated financial statements were authorized for issue by the Board of Directors on August 14, 2023.

8

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 2 – BASIS OF PREPARATION

1. Significant accounting policy

Statement of Compliance

These unaudited Condensed Interim Consolidated financial statements of the Company are as of June 30, 2023, and presented in US dollars, which is not the functional currency. The functional currency is the NIS. These unaudited interim condensed consolidated financial statements have been prepared in accordance with the requirements of International Accounting Standard IAS 34 “Interim Financial Reporting” as issued by the IASB. They do not include all the information required in annual financial statements in accordance with IFRS and should be read in conjunction with the financial statements of the Company for the year ended December 31, 2022.

The policies applied in these Condensed Interim Consolidated financial statements are based on IFRS effective as of June 30, 2023, and are consistent with those included in the Company’s annual financial statements for the year ended December 31, 2022.

Basis of Consolidation

The financial results of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intercompany balances and transactions and any unrealized income and expenses arising from such transactions are eliminated upon consolidation.

Basis of measurement

These consolidated financial statements have been prepared on a going concern basis, under the historical cost basis, except for financial instruments which have been measured at fair value.

2. Critical Estimates and Assumptions

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The Company’s financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the Company’s financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods.

9

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates; the Company has determined the functional currency of each entity to be the New Israeli Shekel. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. During there three and six months ended June 30, 2023, there have been not such changes. The Company’s presentation currency is the U.S. dollar.

The critical judgments and significant estimates in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are the same as at December 31, 2022:

a) The useful life of property and equipment

Property and equipment are amortized or depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of comprehensive income in specific periods.

b) Determining the fair value of share-based payment transactions

The fair value of share-based payment transactions is determined upon initial recognition by the Binomial model. The Binomial model is based on share price and exercise price and assumptions regarding expected volatility, term of share option, dividend yield and risk-free interest rate.

c) Intangible assets and goodwill

Intangible assets and goodwill are tested for impairment annually or more frequently if three is an indication of impairment. The carrying value of intangibles with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications of impairment the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and impairment loss is recognized.

d) Derivative liability – Warrants

The Company uses the Black-Scholes option-pricing model to estimate fair value at each reporting date. The key assumptions used in the model are the expected future volatility in the price of the Company’s Common Shares and the expected life of the warrants.

e) Going concern

In order to assess whether it is appropriate for the Company to continue as going concern, management is required to apply judgements and make estimates with regards to future cash flow projections. In arriving at this judgement there were several assumptions and estimates involved in calculating the future cash flow projections. These includes making estimates regarding the timing and amounts of future expenditures and the ability and timing to raising additional financing.

3. New Accounting Standards

A number of amended standards became applicable for the current reporting period. The Company and its subsidiaries did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards:

1.IFRS 17 Insurance Contracts

2.Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

3.Definition of Accounting Estimates – Amendments to IAS 8

4.Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

10

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 3 – WARRANT LIABILITY

a) June 2023 Warrants   On June 15 and on June 20, 2023, the Company issued an aggregate of 1,909,134 June 2023 Registered Direct Offerings Warrants (as defined below) as part of registered direct offerings (see also note 5(g)). The warrants were issued with an exercise price denominated in Canadian Dollars (CAD2.93) rather than the functional currency of the Company – New Israeli Shekels (NIS). The June 2023 Registered Direct Offerings Warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 99% using the historical prices of the Company, risk-free interest rate of 4.45%, expected life of 2.00 years and share price of CAD2.99.

Level 3 for the period ended on June 30, 2023:

Balance at January 1, 2023	$	-
Issuance of June 2023 Registered Direct Offerings Warrants		2,333
Balance at June 30, 2023	$	2,333

b) March 2023 Warrants   On March 20, 2023, the Company issued an aggregate of 891,778 March 2023 Warrants (as defined below) as part of a private placement (see also note 5(f)). The warrants were issued with an exercise price denominated in Canadian Dollars (CAD2.35) rather than the functional currency of the Company – New Israeli Shekels (NIS). The warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 93% using the historical prices of the Company, risk-free interest rate of 3.62%, expected life of 2.00 years and share price of CAD1.74.

Level 3 for the period ended on June 30, 2023:

Balance at January 1, 2023	$	-
Issuance of March 2023 Warrants		496
Balance at March 31, 2023	$	496
Revaluation at June 30, 2023		1,004
Balance at June 30, 2023	$	1,500

11

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 3 – WARRANT LIABILITY (CONTINUED)

For the three- and six-month period ended June 30, 2023, the Company recorded a loss on the revaluation of the March 2023 warrant liability in the amount of $1,004 and $1,004, respectively (for the three- and six-month period ended June 30, 2022 - $nil and $nil, respectively).

c) November 2022 Warrants   On November 2, 2022, the Company issued an aggregate of 1,489,166 warrants (November 2022 Warrants) as part of a private placement. The warrants were issued with an exercise price denominated in Canadian Dollars (CAD2.35) rather than the functional currency of the Company – New Israeli Shekels (NIS). The warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 110% using the historical prices of the Company, risk-free interest rate of 3.94%, expected life of 2.00 years and share price of CAD1.56.

Level 3 for the period ended on June 30, 2023:

Balance at January 1, 2022	$	-
Issuance of November 2022 Warrants		894
Revaluation at December 31,2022		248
Balance at December 31, 2022	$	1,142
Revaluation at March 31, 2023	$	(405	)
Balance at March 31, 2023	$	737
Warrant exercises (note 4(d))	$	(66	)
Revaluation at June 30, 2023		1,745
Balance at June 30, 2023	$	2,416

For the three-and six-month period ended June 30, 2023, the Company recorded a loss on the revaluation of the November 2022 warrant liability in the amount of $1,745 and $1,362, respectively (for the three- and six-month period ended June 30, 2022 - $nil and $nil, respectively).

12

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 4 - SHAREHOLDERS EQUITY

a)	During the six months ended June 30, 2022, the Company issued 584,207 shares in respect of 584,207 warrants that were exercised for gross proceeds of $1,277 (note 5 (a)).
b)	On February 3, 2022, the Company issued the shareholders of Isramat 273,774 common shares in the capital of the Company in respect of the acquisition of Isramat. Total value of the shares issued was $2,089.
c)	On February 11, 2022, the Company issued 74,985 shares to a trustee in respect of a crowd funding transaction that was completed in 2019, for which shares were not immediately issued until the completion of an Israeli tax ruling which was only finalized in late 2021.
d)	During the six months ended June 30, 2023, the Company issued 65,000 shares in respect of 65,000 warrants that were exercised for gross proceeds of $99 (note 3 (c) and note 5 (a)).
e)	During the six months ended June 30, 2023, the Company issued 30,000 shares in respect of 30,000 RSU’s that were exercised (note 5 (c)).
f)	On March 20, 2023, the Company closed a private placement for gross proceeds of $2,604 through the issuance of 1,783,561 units (“Units”) at a price per Unit of US$1.46 (CAD$1.95). Each Unit consists of one common share and one half of one common share purchase warrant (each whole such warrant a “Warrant”). An aggregate of 891,778 Warrants were issued with an exercise price of CAD$2.35 (US$1.75) The Warrants have a term of two years and if fully exercised, will result in the issuance of an additional 891,778 common shares (“March 2023 Private Placement Warrants”). A finder’s fee of $208 (CAD$290) was paid and 142,685 March 2023 Private Placement Warrants were issued in connection with the private placement.
g)	On June 15 and on June 20, 2023, the Company closed registered direct offerings for gross proceeds of $6,873 through the issuance of 3,818,275 units (“Units”) at a price per Unit of US$1.80 (CAD$2.41). Each Unit consists of one common share and one half of one common share purchase warrant (each whole such warrant a “Warrant”). An aggregate of 1,909,134 Warrants were issued with an exercise price of CAD$2.93 (US$2.20) The Warrants have a term of two years and if fully exercised, will result in the issuance of an additional 1,909,134 common shares (“June 2023 Registered Direct Offerings Warrants”). A finder’s fee of $550 (CAD$733) was paid and 305,462 non-registered warrants were issued in connection with the Registered Direct Offerings.

13

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 5 - WARRANTS AND OPTIONS

a) Warrants

(i) Warrant transactions for the six months ended June 30, 2023 and for the year ended December 31, 2022 are as follows:

	Number			Weighted Average Exercise Price
Balance, January 1, 2022		5,966,204		$	3.55
Expiration of warrants		(5,437	)
Exercise of warrants		(630,161	)
Warrants issued in the November 2022 Private Placement		1,726,366
Balance, December 31, 2022		7,056,972		$	3.07
Warrants issued in the March 2023 Private Placement		1,034,463
Exercise of warrants (*)		(65,000	)
Warrants issued in the June 2023 Registered Direct Offerings		2,214,596
Balance, June 30, 2023		10,241,031		$	2.67

(*) During the six months ended June 30, 2023, the Company issued 65,000 shares in respect of 65,000 warrants that were exercised for gross proceeds of $99. All exercised warrants were warrants classified as a liability prior to their exercise.

14

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 5 - WARRANTS AND OPTIONS (CONTINUED)

a) Warrants (continued)

As at June 30, 2023, the Company had outstanding warrants, enabling the holders to acquire common shares as follows:

June 30, 2023		Expiry date	Exercise price				Exercise price (USD)
	2,658,313	November 10, 2025		ILS	7.1418	(1)	$	1.93
	1,366,631	December 24, 2025		ILS	7.1418	(1)	$	1.93
	221,100	April 22, 2026		ILS	29.025	(2)	$	7.84
	1,084,562	May 6, 2026		ILS	29.025	(2)	$	7.84
	1,661,366	November 8, 2024		CAD	2.04		$	1.60
	1,034,463	March 13, 2025		CAD	2.35		$	1.75
	2,214,596	June 15, 2025		CAD	2.93		$	2.20
	10,241,031

1.

On March 31, 2021, warrant holders and the Company, agreed that the exercise price of CAD$2.70 would be payable in New Israeli Shekels. The exercise price is NIS 7.1418 per warrant.

2.

On June 30, 2021, warrant holders and the Company, agreed that the exercise price of CAD$11.04 would be payable in New Israeli Shekels. The exercise price is NIS 29.025 per warrant. On March 27, 2023, the expiry dates of a total of 221,100 share purchase warrants were extended by three years to April 26, 2026, and the expiry dates of a total of 1,084,562 share purchase warrants were extended by three years to May 6, 2026.

b) Stock Options

Stock option transactions for the six months ended June 30, 2023, and for the year ending December 31, 2022, are as follows:

	Number			Weighted Average Exercise Price (CAD)		Weighted Average Exercise Price (USD)
Balance January 1, 2022		820,010		$	2.26	$	1.78
Options granted		1,200,000			3.67
Exercise of options		(116,667	)		2.27
Expiry of options		(20,000	)		1.50
Balance December 31, 2022		1,883,343		$	3.17	$	2.45
Options granted (i-iv)		1,585,250			1.78		1.34
Balance June 30, 2023		3,468,593		$	2.53	$	1.91

(i)	On January 4, 2023, 816,500 stock options were issued to directors and consultants with an exercise price of CAD$1.65. The options expire on January 4, 2033. The fair value of the options granted was estimated at $1,017 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.80; Expected option life 10 years; Volatility 112%; Risk-free interest rate 3.28%; Dividend yield 0%.
(ii)	On February 8, 2023, 100,000 stock options were issued to a consultant with an exercise price of CAD$1.50. The options expire on November 25, 2027. The fair value of the options granted was estimated at $135 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.18; Expected option life 4.8 years; Volatility 112%; Risk-free interest rate 3.16%; Dividend yield 0%.
(iii)	On April 18, 2023, 423,750 stock options were issued to employees with an exercise price of CAD$1.60. The options expire on April 18, 2033. The fair value of the options granted was estimated at $420 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.42; Expected option life 10 years; Volatility 111%; Risk-free interest rate 3.57%; Dividend yield 0%.
(iii)	On June 28, 2023, 245,000 stock options were issued to officers with an exercise price of CAD$2.45. The options expire on June 28, 2033. The fair value of the options granted was estimated at $443 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.92; Expected option life 5 years; Volatility 111%; Risk-free interest rate 4.14%; Dividend yield 0%.

15

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 5 - WARRANTS AND OPTIONS (CONTINUED)

b) Stock Options (continued)

As at June 30, 2023, the Company had outstanding stock options, enabling the holders to acquire common shares as follows:

Outstanding as of June 30, 2023		Exercisable as of June 30, 2023		Expiry date	Exercise price (CAD)		Exercise price (USD)
	543,333		510,000	August 20, 2025	CAD	1.50	$	1.11
	40,000		40,000	September 1, 2025	CAD	2.25	$	1.66
	33,333		33,333	January 28, 2025	CAD	3.00	$	2.21
	50,000		33,333	June 3, 2026	CAD	8.40	$	6.20
	16,677		11,118	October 28, 2026	CAD	8.00	$	5.90
	900,000		337,500	August 2, 2032	CAD	3.56	$	2.63
	300,000		300,000	August 21, 2032	CAD	4.00	$	2.95
	816,500		802,063	January 4, 2033	CAD	1.65	$	1.22
	100,000		25,000	November 25, 2027	CAD	2.01	$	1.48
	423,750		-	April 18, 2033	CAD	1.60	$	1.21
	245,000		-	June 28, 2028	CAD	2.45	$	1.85
	3,468,593		2,117,347

Share-based compensation expense is recognized over the vesting period of options. During the six months ended June 30, 2022, share-based compensation of $2,547 was recognized and charged to the Consolidated Statement of Comprehensive Loss (June 30, 2022 – $111).

c) RSU’s

On August 4, 2022, the Company granted 1,265,000 Restricted Share Units (“RSUs”) to directors, officers and advisers, of which 590,000 RSU’s are to executives and directors, pursuant to the Company’s RSU Plan and in acknowledgment of the Company’s management recent success and increased future workload. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 1,265,000 common shares of no-par value in the Company (“Common Shares”).

On January 4, 2023, the Company granted 1,027,000 Restricted Share Units (“RSUs”) to directors, officers and advisers, of which 260,000 RSU’s are to executives and directors, pursuant to the Company’s RSU Plan and in acknowledgment of the Company’s management recent success and increased future workload. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 1,027,000 common shares of no-par value in the Company (“Common Shares”).

On April 18, 2023, the Company granted 116,250 Restricted Share Units (“RSUs”) to employees, pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 116,250 common shares of no-par value in the Company (“Common Shares”).

On June 28, 2023, the Company granted 165,000 Restricted Share Units (“RSUs”) to officers pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 165,000 common shares of no-par value in the Company (“Common Shares”).

RSU’s transactions for the six months ended June 30, 2023, and for the year ending December 31, 2022, are as follows:

	Number
Balance, January 1, 2022		-
RSU’s granted		1,265,000
Exercise of RSU’s		(545,000	)
Balance, December 31, 2022		720,000
RSU’s granted		1,308,250
Exercise of RSU’s		(30,000	)
Expiry of RSU’s		(66,667	)
Balance, June 30, 2023		1,931,583

Total exercisable RSU’s as at June 30, 2023, are 585,333 (December 31, 2022 – 225,832). During the six months ended June 30, 2023, share-based compensation of $420 was recognized and charged to the Consolidated Statement of Comprehensive Loss (June 30, 2022 – $nil).

16

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 6 - REVENUES:

Revenue streams:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues from services:
Revenues from services		618		301		1,149		638
Revenues from leasing		154		75		287		159
Precision metal parts:
Revenues from sales of precision metal parts		795		1,054		1,612		1,872
Smart Carts:
Revenues from smart carts project		1,574		-		4,701		207
		3,141		1,430		7,749		2,876

NOTE 7 – OPERATING SEGMENTS:

The Company and its subsidiaries are engaged in the following three segments:

a.	Services to the military/security markets as well as development of related products for the civilian and retail markets. (“Services”)
b.	Retail automation solutions – Smart Carts (“Smart Carts”)
c.	Manufacturing and selling of precision metal parts – “Precision Metal Parts”

	Six Months Ended June 30, 2023
	Precision Metal Parts		Advanced Engineering			Smart Carts		Total
Revenues
External	$	1,612	$	1,436		$	4,701	$	7,749
Inter-segment		-		(281	)		-		(281	)
Total		1,612		1,155			4,701		7,468
Segment loss (gain)		548		(56	)		8,276		8,768
Loss on revaluation of warrant liability									2,344
Finance expense, net									153
Tax expenses									-
Loss								$	11,265

17

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

	Six Months Ended June 30, 2022
	Precision Metal Parts		Advanced Engineering		Smart Carts		Total
Revenues
External	$	1,872	$	797	$	207	$	2,876
Inter-segment		-		-		-		-
Total		1,872		797		207		2,876
Segment loss		199		492		5,397		6,088
Loss on sale of fixed asset								16
Finance expense, net								(7	)
Tax expenses								-
Loss							$	6,097

	Three Months Ended June 30, 2023
	Precision Metal Parts		Advanced Engineering			Smart Carts		Total
Revenues
External	$	795	$	772		$	1,575	$	3,141
Inter-segment		-		(281	)		-		(281	)
Total		795		491			1,575		2,860
Segment loss (gain)		277		122			4,339		4,738
Loss on revaluation of warrant liability									2,749
Finance expense, net									(65	)
Tax expenses									-
Loss								$	7,422

	Three Months Ended June 30, 2022
	Precision Metal Parts		Advanced Engineering		Smart Carts		Total
Revenues
External	$	1,054	$	376	$	-	$	1,430
Inter-segment		-		-		-		-
Total		1,054		376		-		1,430
Segment loss		137		210		3,023		3,370
Loss on sale of fixed asset								-
Finance expense, net								(5	)
Tax expenses								-
Loss							$	3,365

18

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 8 - FINANCIAL RISK FACTORS:

ECL and their measurement

ECL are measured as the unbiased probability-weighted present value of all cash shortfalls over the expected life of each financial asset. For receivables from financial services, ECL are mainly calculated with a statistical model using three major risk parameters: probability of default, loss given default and exposure at default. The estimation of these risk parameters incorporates all available relevant information, not only historical and current loss data, but also reasonable and supportable forward-looking information reflected by the future expectation factors. This information includes macroeconomic factors (e.g., gross domestic product growth, unemployment rate, cost performance index) and forecasts of future economic conditions. For receivables from financial services, these forecasts are performed using a scenario analysis (base case, adverse and optimistic scenarios).

As of June 30, 2023, and December 31, 2022, ECL for trade and other account receivables are not material, and as such are not disclosed, in accordance IFRS 9.

NOTE 9 – SUBSEQUENT EVENTS

a)	During July 2023, the Company issued 100,000 shares in respect of 100,000 RSU’s that were exercised.
b)	During August 2023, the Company issued 2,000 shares in respect of 2,000 warrants that were exercised for gross proceeds of $3.

19

XML

Cover	6 Months Ended
	Jun. 30, 2023
Cover [Abstract]
Document Type	6-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40472
Entity Registrant Name	A2Z SMART TECHNOLOGIES CORP
Entity Central Index Key	0001866030
Entity Address, Address Line One	1600-609 Granville Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V7Y 1C3

XML

Condensed Interim Consolidated Statements of Financial Position (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 5,671	$ 2,616
Restricted cash		8
Inventories	621	375
Trade receivables, net	1,547	1,373
Other accounts receivable	1,566	2,570
Total current assets	9,405	6,942
Intangible asset - patent, net	2,115	2,207
Goodwill	1,188	1,188
Property, plant and equipment, net	2,059	2,357
Total non-current assets	5,362	5,752
Total Assets	14,767	12,694
Current liabilities
Short term loan and current portion of long-term loans	1,155	1,403
Lease liability	257	281
Trade payables	2,692	2,224
Deferred revenues		1,373
Other accounts payable	840	956
Total current liabilities	4,944	6,237
Lease liability	447	605
Long term loans	289	341
Provisions	1,466	1,447
Warrant Liability (note 3)	6,249	1,142
Severance payment, net	31	33
Total non-current liabilities	8,482	3,568
Total liabilities	13,426	9,805
Shareholders’ equity (note 4)
Share capital and additional paid in capital	52,944	43,452
Warrant Reserve	30,863	30,863
Accumulated other comprehensive income	(1,409)	(1,634)
Accumulated deficit	(77,936)	(67,395)
Total equity including non-controlling interest	4,462	5,286
Non-controlling interest	(3,121)	(2,397)
Total shareholders’ equity	1,341	2,889
Total liabilities and shareholders’ equity	$ 14,767	$ 12,694

XML

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Profit or loss [abstract]
Revenues (note 7)	$ 2,860	$ 1,430	$ 7,468	$ 2,876
Cost of revenues	2,222	1,219	5,809	2,389
Gross profit	638	211	1,659	487
Expenses:
Research and development costs	1,220	1,106	2,243	2,171
Sales and marketing costs	359	199	482	282
General and administration expenses	3,797	2,276	7,702	4,122
Operating loss	(4,738)	(3,370)	(8,768)	(6,088)
Loss on revaluation of warrant liability (note 4)	2,749		2,344
Loss on sale of property, plant and equipment				16
Financial (income) expense	(65)	(5)	153	(7)
Loss before taxes on income	(7,422)	(3,365)	(11,265)	(6,097)
Income tax expense
Net loss for the period	(7,422)	(3,365)	(11,265)	(6,097)
Less: Net loss attributable to non-controlling interests	(454)	(416)	(724)	(795)
Net loss attributable to controlling shareholders	(6,968)	(2,949)	(10,541)	(5,302)
Item that will not be reclassified to profit or loss:
Adjustments arising from translating of financial statements to presentation currency	574	(425)	225	(997)
Other comprehensive income (loss)	574	(425)	225	(997)
Total comprehensive loss for the period	(6,848)	(3,790)	(11,040)	(7,094)
Less: Comprehensive loss attributable to non-controlling interests	(454)	(410)	(724)	(795)
Comprehensive loss attributable to controlling shareholders	$ (6,394)	$ (2,955)	$ (10,316)	$ (6,298)
Basic loss per share	$ (0.19)	$ (0.11)	$ (0.34)	$ (0.23)
Diluted loss per share	$ (0.19)	$ (0.11)	$ (0.34)	$ (0.23)
Weighted average number of shares outstanding	33,386,071	27,261,525	32,349,810	27,049,715

XML

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Issued capital [member]	Capital reserve [member]	Accumulated other comprehensive income [member]	Retained earnings [member]	Non-controlling interests [member]	Total
Beginning balance, value at Dec. 31, 2021	$ 28,297	$ 34,763	$ (708)	$ (50,838)	$ (607)	$ 10,907
Beginning balance, shares at Dec. 31, 2021	26,326,488
IfrsStatementLineItems [Line Items]
Net loss for the period				(5,302)	(795)	(6,097)
Adjustments arising from translating financial statements of foreign operations			(997)		(12)	(997)
Net comprehensive loss for the period			(997)	(5,302)	(795)	(7,094)
Exercise of warrants	$ 4,072	(2,795)				1,277
Exercise of warrants, shares	584,207
Share based compensation	$ 111					111
Issuance of shares in respect of crowd funding
Issuance of shares in respect of crowd funding, shares	74,895
Issuance of shares in respect of Isramat deal (note 3)	$ 2,089					2,089
Issuance of shares in respect of Isramat deal (note 3), shares	273,774
Exercise of options	$ 20					20
Exercise of options, shares	16,667
Expiration of warrants	$ 51					51
Ending balance, value at Jun. 30, 2022	$ 34,640	31,968	(1,705)	(56,140)	(1,402)	7,361
Ending balance, shares at Jun. 30, 2022	27,276,031
Beginning balance, value at Dec. 31, 2022	$ 43,452	30,863	(1,634)	(67,395)	(2,397)	2,889
Beginning balance, shares at Dec. 31, 2022	30,945,322
IfrsStatementLineItems [Line Items]
Net loss for the period				(10,541)	(724)	(11,265)
Adjustments arising from translating financial statements of foreign operations			225			225
Net comprehensive loss for the period			225	(10,541)	(724)	(11,040)
Issuance of shares in respect of private placement	$ 2,233					2,233
Issuance of shares in respect of private placement, shares	1,783,561
Issuance of shares in respect of registered direct offering	$ 4,193					4,193
Issuance of shares in respect of registered direct offering, shares	3,818,275
Exercise of RSU’s
Exercise of RSU's, shares	30,000
Exercise of warrants	$ 99					99
Exercise of warrants, shares	65,000
Share based compensation	$ 2,967					2,967
Ending balance, value at Jun. 30, 2023	$ 52,944	$ 30,863	$ (1,409)	$ (77,936)	$ (3,121)	$ 1,341
Ending balance, shares at Jun. 30, 2023	36,642,158

XML

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss for the period	$ (11,265)	$ (6,097)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization and depreciation	547	303
Share based compensation	2,967	111
Loss on revaluation of warrant liability	2,344
Loss on revaluation of contingent liability	19
Change in severance liability	(2)	(21)
Change in inventory	(246)	(64)
Change in trade receivables	(174)	367
Change in other account receivables	1,005	(2,211)
Accrued interest on loans and leases	(10)	1
Loss from sale of property, plant and equipment		16
Change in accounts payable	468	(151)
Changes in deferred revenues	(1,373)	1,236
Change in other accounts payable	(116)	45
Cash flow from operating activities	(5,836)	(6,465)
Cash flows from investing activities
Restricted deposits	8	(14)
Newly consolidated subsidiary (see Appendix B)		(879)
Purchase of property, plant and equipment	(157)	(209)
Cash flow used in investing activities	(149)	(1,102)
Cash flows from financing activities
Issuance of shares and warrants, net	9,188
Exercise of options		20
Exercise of warrants	99	1,277
Lease payments	(172)	(47)
Repayment of loans	(394)	(282)
Proceeds from receipt of loans	94	429
Cash flows from financing activities	8,815	1,398
Increase (decrease) in cash and cash equivalents	2,830	(6,169)
Effect of changes in foreign exchange rates	225	(639)
Cash and cash equivalents at beginning of period	2,616	8,470
Cash and cash equivalents at end of period	5,671	1,662
Interest paid during the period	57	6
APPENDIX A: NON-CASH ACTIVITIES
Issuance of shares in respect of Isramat deal		2,089
Issuance of the Company’s ordinary shares		2,089
Working capital other than cash and cash equivalents		(878)
Liability for severance pay fund, net		35
Provision for vacation leave		49
Property, plant and equipment		(636)
Goodwill		(1,538)
Total cash and cash equivalents paid		$ (879)

XML

NATURE AND CONTINUANCE OF OPERATIONS

6 Months Ended

Jun. 30, 2023

NATURE AND CONTINUANCE OF OPERATIONS

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

A2Z SMART TECHNOLOGIES CORP. (the “Company” or “A2ZST”) was incorporated on January 15, 2018 under the laws of British Columbia. The head office is located at 1600 – 609 Granville Street, Vancouver, British Columbia V7Y 1C3, and the records and registered office is located at 2200 HSBC Building 885 West Georgia Street, British Columbia, V6C 3E8.

The Company was listed on the NASDAQ Stock Market LLC (“Nasdaq”) starting January 22, 2022, and trades under the symbol “AZ” and on the TSX Venture Exchange (“TSX Venture”) and trades under the symbol “AZ.V”.

The Company owns 76.78% of the common shares of Cust2Mate Ltd (“Cust2Mate”), a technology company focused on providing retail automation solutions, in particular for large grocery stores and supermarkets. The Company’s primary product is the Cust2Mate system which incorporates a “smart cart” which automatically calculates the value of the customers purchases in their smart cart, without having to unload and reload their purchases at a customer checkout point.

The Cust2Mate system offers various features for shoppers and retailers such as product information and location, an on-cart scale to weigh items and automatically calculate costs, bar-code scanner and on-board payment system to bypass checkout lines. In addition, the product includes big data smart algorithms and computer vision capabilities, allowing for customer specific targeted advertising. (“The Cust2Mate Platform”).

The Cust2Mate Platform is being rolled out in Israel and is being marketed throughout the world, with pilot programs in North and South America, Europe and in the Middle East.

The Company’s other activities include the provision of services in the field of services to the military and security markets as well as the development of related products for the civilian markets. Such services include providing maintenance services and container leasing. The Company also provides maintenance services for complex electronic systems and products.

On February 3, 2022, the Company announced the closing of acquisition of Isramat Ltd. This strategic acquisition vertically integrates certain manufacturing capabilities for the production of A2Z’s Cust2Mate smart cart while complementing existing contract manufacturing partnerships to support anticipated worldwide growth.

The Company, through its 80% owned subsidiary, Advanced Automotive Innovations Inc., (“AAI”) continues the development of a product for the automotive market - the FTICS or Fuel Tank Inertia Capsule System which activates automatically in the event of a vehicle collision. This eliminates the danger of fuel tank combustion thereby saving lives and reducing damage.

As of June 30, 2023, the Company had four key subsidiaries, all of which are companies incorporated under the laws of Israel: (1) Cust2mate Ltd. (“Cust2mate”); (2) A2Z Advanced Military Solutions Ltd (“A2Z MS”); (3) A2Z Advanced Solutions Ltd. (“A2Z AS”); and (4) Isramat Ltd., the “Subsidiaries”).

The Company had a net loss of approximately $11.3 million for the six months ended June 30, 2023, and $6.1 million for the six months ended June 30, 2022. The Company has an accumulated deficit of $78 million as of June 30, 2023. The Company has incurred negative cash from operations and net losses for the current and recent periods. The Company financed its operation up to date by issuance of shares and warrants. The Company does not have any material financial cash obligations as of the balance date. The company believes that it has sufficient resources to operate in the foreseeable future with the support of its directors and officers.

These Condensed Interim Consolidated financial statements were authorized for issue by the Board of Directors on August 14, 2023.

XML

BASIS OF PREPARATION

6 Months Ended

Jun. 30, 2023

BASIS OF PREPARATION

NOTE 2 – BASIS OF PREPARATION

1. Significant accounting policy

Statement of Compliance

These unaudited Condensed Interim Consolidated financial statements of the Company are as of June 30, 2023, and presented in US dollars, which is not the functional currency. The functional currency is the NIS. These unaudited interim condensed consolidated financial statements have been prepared in accordance with the requirements of International Accounting Standard IAS 34 “Interim Financial Reporting” as issued by the IASB. They do not include all the information required in annual financial statements in accordance with IFRS and should be read in conjunction with the financial statements of the Company for the year ended December 31, 2022.

The policies applied in these Condensed Interim Consolidated financial statements are based on IFRS effective as of June 30, 2023, and are consistent with those included in the Company’s annual financial statements for the year ended December 31, 2022.

Basis of Consolidation

The financial results of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intercompany balances and transactions and any unrealized income and expenses arising from such transactions are eliminated upon consolidation.

Basis of measurement

These consolidated financial statements have been prepared on a going concern basis, under the historical cost basis, except for financial instruments which have been measured at fair value.

2. Critical Estimates and Assumptions

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The Company’s financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the Company’s financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods.

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates; the Company has determined the functional currency of each entity to be the New Israeli Shekel. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. During there three and six months ended June 30, 2023, there have been not such changes. The Company’s presentation currency is the U.S. dollar.

The critical judgments and significant estimates in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are the same as at December 31, 2022:

a) The useful life of property and equipment

Property and equipment are amortized or depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of comprehensive income in specific periods.

b) Determining the fair value of share-based payment transactions

The fair value of share-based payment transactions is determined upon initial recognition by the Binomial model. The Binomial model is based on share price and exercise price and assumptions regarding expected volatility, term of share option, dividend yield and risk-free interest rate.

c) Intangible assets and goodwill

Intangible assets and goodwill are tested for impairment annually or more frequently if three is an indication of impairment. The carrying value of intangibles with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications of impairment the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and impairment loss is recognized.

d) Derivative liability – Warrants

The Company uses the Black-Scholes option-pricing model to estimate fair value at each reporting date. The key assumptions used in the model are the expected future volatility in the price of the Company’s Common Shares and the expected life of the warrants.

e) Going concern

In order to assess whether it is appropriate for the Company to continue as going concern, management is required to apply judgements and make estimates with regards to future cash flow projections. In arriving at this judgement there were several assumptions and estimates involved in calculating the future cash flow projections. These includes making estimates regarding the timing and amounts of future expenditures and the ability and timing to raising additional financing.

3. New Accounting Standards

A number of amended standards became applicable for the current reporting period. The Company and its subsidiaries did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards:

1.IFRS 17 Insurance Contracts

2.Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

3.Definition of Accounting Estimates – Amendments to IAS 8

4.Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

XML

WARRANT LIABILITY

6 Months Ended

Jun. 30, 2023

Warrant Liability

WARRANT LIABILITY

NOTE 3 – WARRANT LIABILITY

a) June 2023 Warrants   On June 15 and on June 20, 2023, the Company issued an aggregate of 1,909,134 June 2023 Registered Direct Offerings Warrants (as defined below) as part of registered direct offerings (see also note 5(g)). The warrants were issued with an exercise price denominated in Canadian Dollars (CAD2.93) rather than the functional currency of the Company – New Israeli Shekels (NIS). The June 2023 Registered Direct Offerings Warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 99% using the historical prices of the Company, risk-free interest rate of 4.45%, expected life of 2.00 years and share price of CAD2.99.

Level 3 for the period ended on June 30, 2023:

Balance at January 1, 2023	$	-
Issuance of June 2023 Registered Direct Offerings Warrants		2,333
Balance at June 30, 2023	$	2,333

b) March 2023 Warrants   On March 20, 2023, the Company issued an aggregate of 891,778 March 2023 Warrants (as defined below) as part of a private placement (see also note 5(f)). The warrants were issued with an exercise price denominated in Canadian Dollars (CAD2.35) rather than the functional currency of the Company – New Israeli Shekels (NIS). The warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 93% using the historical prices of the Company, risk-free interest rate of 3.62%, expected life of 2.00 years and share price of CAD1.74.

Level 3 for the period ended on June 30, 2023:

Balance at January 1, 2023	$	-
Issuance of March 2023 Warrants		496
Balance at March 31, 2023	$	496
Revaluation at June 30, 2023		1,004
Balance at June 30, 2023	$	1,500

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 3 – WARRANT LIABILITY (CONTINUED)

For the three- and six-month period ended June 30, 2023, the Company recorded a loss on the revaluation of the March 2023 warrant liability in the amount of $1,004 and $1,004, respectively (for the three- and six-month period ended June 30, 2022 - $nil and $nil, respectively).

c) November 2022 Warrants   On November 2, 2022, the Company issued an aggregate of 1,489,166 warrants (November 2022 Warrants) as part of a private placement. The warrants were issued with an exercise price denominated in Canadian Dollars (CAD2.35) rather than the functional currency of the Company – New Israeli Shekels (NIS). The warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability with the following assumptions: volatility of 110% using the historical prices of the Company, risk-free interest rate of 3.94%, expected life of 2.00 years and share price of CAD1.56.

Level 3 for the period ended on June 30, 2023:

Balance at January 1, 2022	$	-
Issuance of November 2022 Warrants		894
Revaluation at December 31,2022		248
Balance at December 31, 2022	$	1,142
Revaluation at March 31, 2023	$	(405	)
Balance at March 31, 2023	$	737
Warrant exercises (note 4(d))	$	(66	)
Revaluation at June 30, 2023		1,745
Balance at June 30, 2023	$	2,416

For the three-and six-month period ended June 30, 2023, the Company recorded a loss on the revaluation of the November 2022 warrant liability in the amount of $1,745 and $1,362, respectively (for the three- and six-month period ended June 30, 2022 - $nil and $nil, respectively).

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

XML

SHAREHOLDERS EQUITY

6 Months Ended

Jun. 30, 2023

SHAREHOLDERS EQUITY

NOTE 4 - SHAREHOLDERS EQUITY

a)	During the six months ended June 30, 2022, the Company issued 584,207 shares in respect of 584,207 warrants that were exercised for gross proceeds of $1,277 (note 5 (a)).
b)	On February 3, 2022, the Company issued the shareholders of Isramat 273,774 common shares in the capital of the Company in respect of the acquisition of Isramat. Total value of the shares issued was $2,089.
c)	On February 11, 2022, the Company issued 74,985 shares to a trustee in respect of a crowd funding transaction that was completed in 2019, for which shares were not immediately issued until the completion of an Israeli tax ruling which was only finalized in late 2021.
d)	During the six months ended June 30, 2023, the Company issued 65,000 shares in respect of 65,000 warrants that were exercised for gross proceeds of $99 (note 3 (c) and note 5 (a)).
e)	During the six months ended June 30, 2023, the Company issued 30,000 shares in respect of 30,000 RSU’s that were exercised (note 5 (c)).
f)	On March 20, 2023, the Company closed a private placement for gross proceeds of $2,604 through the issuance of 1,783,561 units (“Units”) at a price per Unit of US$1.46 (CAD$1.95). Each Unit consists of one common share and one half of one common share purchase warrant (each whole such warrant a “Warrant”). An aggregate of 891,778 Warrants were issued with an exercise price of CAD$2.35 (US$1.75) The Warrants have a term of two years and if fully exercised, will result in the issuance of an additional 891,778 common shares (“March 2023 Private Placement Warrants”). A finder’s fee of $208 (CAD$290) was paid and 142,685 March 2023 Private Placement Warrants were issued in connection with the private placement.
g)	On June 15 and on June 20, 2023, the Company closed registered direct offerings for gross proceeds of $6,873 through the issuance of 3,818,275 units (“Units”) at a price per Unit of US$1.80 (CAD$2.41). Each Unit consists of one common share and one half of one common share purchase warrant (each whole such warrant a “Warrant”). An aggregate of 1,909,134 Warrants were issued with an exercise price of CAD$2.93 (US$2.20) The Warrants have a term of two years and if fully exercised, will result in the issuance of an additional 1,909,134 common shares (“June 2023 Registered Direct Offerings Warrants”). A finder’s fee of $550 (CAD$733) was paid and 305,462 non-registered warrants were issued in connection with the Registered Direct Offerings.

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

XML

WARRANTS AND OPTIONS

6 Months Ended

Jun. 30, 2023

Warrants And Options

WARRANTS AND OPTIONS

NOTE 5 - WARRANTS AND OPTIONS

a) Warrants

(i) Warrant transactions for the six months ended June 30, 2023 and for the year ended December 31, 2022 are as follows:

	Number			Weighted Average Exercise Price
Balance, January 1, 2022		5,966,204		$	3.55
Expiration of warrants		(5,437	)
Exercise of warrants		(630,161	)
Warrants issued in the November 2022 Private Placement		1,726,366
Balance, December 31, 2022		7,056,972		$	3.07
Warrants issued in the March 2023 Private Placement		1,034,463
Exercise of warrants (*)		(65,000	)
Warrants issued in the June 2023 Registered Direct Offerings		2,214,596
Balance, June 30, 2023		10,241,031		$	2.67

(*) During the six months ended June 30, 2023, the Company issued 65,000 shares in respect of 65,000 warrants that were exercised for gross proceeds of $99. All exercised warrants were warrants classified as a liability prior to their exercise.

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 5 - WARRANTS AND OPTIONS (CONTINUED)

a) Warrants (continued)

As at June 30, 2023, the Company had outstanding warrants, enabling the holders to acquire common shares as follows:

June 30, 2023		Expiry date	Exercise price				Exercise price (USD)
	2,658,313	November 10, 2025		ILS	7.1418	(1)	$	1.93
	1,366,631	December 24, 2025		ILS	7.1418	(1)	$	1.93
	221,100	April 22, 2026		ILS	29.025	(2)	$	7.84
	1,084,562	May 6, 2026		ILS	29.025	(2)	$	7.84
	1,661,366	November 8, 2024		CAD	2.04		$	1.60
	1,034,463	March 13, 2025		CAD	2.35		$	1.75
	2,214,596	June 15, 2025		CAD	2.93		$	2.20
	10,241,031

1.

On March 31, 2021, warrant holders and the Company, agreed that the exercise price of CAD$2.70 would be payable in New Israeli Shekels. The exercise price is NIS 7.1418 per warrant.

2.

On June 30, 2021, warrant holders and the Company, agreed that the exercise price of CAD$11.04 would be payable in New Israeli Shekels. The exercise price is NIS 29.025 per warrant. On March 27, 2023, the expiry dates of a total of 221,100 share purchase warrants were extended by three years to April 26, 2026, and the expiry dates of a total of 1,084,562 share purchase warrants were extended by three years to May 6, 2026.

b) Stock Options

Stock option transactions for the six months ended June 30, 2023, and for the year ending December 31, 2022, are as follows:

	Number			Weighted Average Exercise Price (CAD)		Weighted Average Exercise Price (USD)
Balance January 1, 2022		820,010		$	2.26	$	1.78
Options granted		1,200,000			3.67
Exercise of options		(116,667	)		2.27
Expiry of options		(20,000	)		1.50
Balance December 31, 2022		1,883,343		$	3.17	$	2.45
Options granted (i-iv)		1,585,250			1.78		1.34
Balance June 30, 2023		3,468,593		$	2.53	$	1.91

(i)	On January 4, 2023, 816,500 stock options were issued to directors and consultants with an exercise price of CAD$1.65. The options expire on January 4, 2033. The fair value of the options granted was estimated at $1,017 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.80; Expected option life 10 years; Volatility 112%; Risk-free interest rate 3.28%; Dividend yield 0%.
(ii)	On February 8, 2023, 100,000 stock options were issued to a consultant with an exercise price of CAD$1.50. The options expire on November 25, 2027. The fair value of the options granted was estimated at $135 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.18; Expected option life 4.8 years; Volatility 112%; Risk-free interest rate 3.16%; Dividend yield 0%.
(iii)	On April 18, 2023, 423,750 stock options were issued to employees with an exercise price of CAD$1.60. The options expire on April 18, 2033. The fair value of the options granted was estimated at $420 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.42; Expected option life 10 years; Volatility 111%; Risk-free interest rate 3.57%; Dividend yield 0%.
(iii)	On June 28, 2023, 245,000 stock options were issued to officers with an exercise price of CAD$2.45. The options expire on June 28, 2033. The fair value of the options granted was estimated at $443 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.92; Expected option life 5 years; Volatility 111%; Risk-free interest rate 4.14%; Dividend yield 0%.

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

NOTE 5 - WARRANTS AND OPTIONS (CONTINUED)

b) Stock Options (continued)

As at June 30, 2023, the Company had outstanding stock options, enabling the holders to acquire common shares as follows:

Outstanding as of June 30, 2023		Exercisable as of June 30, 2023		Expiry date	Exercise price (CAD)		Exercise price (USD)
	543,333		510,000	August 20, 2025	CAD	1.50	$	1.11
	40,000		40,000	September 1, 2025	CAD	2.25	$	1.66
	33,333		33,333	January 28, 2025	CAD	3.00	$	2.21
	50,000		33,333	June 3, 2026	CAD	8.40	$	6.20
	16,677		11,118	October 28, 2026	CAD	8.00	$	5.90
	900,000		337,500	August 2, 2032	CAD	3.56	$	2.63
	300,000		300,000	August 21, 2032	CAD	4.00	$	2.95
	816,500		802,063	January 4, 2033	CAD	1.65	$	1.22
	100,000		25,000	November 25, 2027	CAD	2.01	$	1.48
	423,750		-	April 18, 2033	CAD	1.60	$	1.21
	245,000		-	June 28, 2028	CAD	2.45	$	1.85
	3,468,593		2,117,347

Share-based compensation expense is recognized over the vesting period of options. During the six months ended June 30, 2022, share-based compensation of $2,547 was recognized and charged to the Consolidated Statement of Comprehensive Loss (June 30, 2022 – $111).

c) RSU’s

On August 4, 2022, the Company granted 1,265,000 Restricted Share Units (“RSUs”) to directors, officers and advisers, of which 590,000 RSU’s are to executives and directors, pursuant to the Company’s RSU Plan and in acknowledgment of the Company’s management recent success and increased future workload. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 1,265,000 common shares of no-par value in the Company (“Common Shares”).

On January 4, 2023, the Company granted 1,027,000 Restricted Share Units (“RSUs”) to directors, officers and advisers, of which 260,000 RSU’s are to executives and directors, pursuant to the Company’s RSU Plan and in acknowledgment of the Company’s management recent success and increased future workload. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 1,027,000 common shares of no-par value in the Company (“Common Shares”).

On April 18, 2023, the Company granted 116,250 Restricted Share Units (“RSUs”) to employees, pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 116,250 common shares of no-par value in the Company (“Common Shares”).

On June 28, 2023, the Company granted 165,000 Restricted Share Units (“RSUs”) to officers pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 165,000 common shares of no-par value in the Company (“Common Shares”).

RSU’s transactions for the six months ended June 30, 2023, and for the year ending December 31, 2022, are as follows:

	Number
Balance, January 1, 2022		-
RSU’s granted		1,265,000
Exercise of RSU’s		(545,000	)
Balance, December 31, 2022		720,000
RSU’s granted		1,308,250
Exercise of RSU’s		(30,000	)
Expiry of RSU’s		(66,667	)
Balance, June 30, 2023		1,931,583

Total exercisable RSU’s as at June 30, 2023, are 585,333 (December 31, 2022 – 225,832). During the six months ended June 30, 2023, share-based compensation of $420 was recognized and charged to the Consolidated Statement of Comprehensive Loss (June 30, 2022 – $nil).

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

XML

REVENUES

6 Months Ended

Jun. 30, 2023

REVENUES

NOTE 6 - REVENUES:

Revenue streams:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues from services:
Revenues from services		618		301		1,149		638
Revenues from leasing		154		75		287		159
Precision metal parts:
Revenues from sales of precision metal parts		795		1,054		1,612		1,872
Smart Carts:
Revenues from smart carts project		1,574		-		4,701		207
		3,141		1,430		7,749		2,876

XML

OPERATING SEGMENTS

6 Months Ended

Jun. 30, 2023

OPERATING SEGMENTS

NOTE 7 – OPERATING SEGMENTS:

The Company and its subsidiaries are engaged in the following three segments:

a.	Services to the military/security markets as well as development of related products for the civilian and retail markets. (“Services”)
b.	Retail automation solutions – Smart Carts (“Smart Carts”)
c.	Manufacturing and selling of precision metal parts – “Precision Metal Parts”

	Six Months Ended June 30, 2023
	Precision Metal Parts		Advanced Engineering			Smart Carts		Total
Revenues
External	$	1,612	$	1,436		$	4,701	$	7,749
Inter-segment		-		(281	)		-		(281	)
Total		1,612		1,155			4,701		7,468
Segment loss (gain)		548		(56	)		8,276		8,768
Loss on revaluation of warrant liability									2,344
Finance expense, net									153
Tax expenses									-
Loss								$	11,265

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

	Six Months Ended June 30, 2022
	Precision Metal Parts		Advanced Engineering		Smart Carts		Total
Revenues
External	$	1,872	$	797	$	207	$	2,876
Inter-segment		-		-		-		-
Total		1,872		797		207		2,876
Segment loss		199		492		5,397		6,088
Loss on sale of fixed asset								16
Finance expense, net								(7	)
Tax expenses								-
Loss							$	6,097

	Three Months Ended June 30, 2023
	Precision Metal Parts		Advanced Engineering			Smart Carts		Total
Revenues
External	$	795	$	772		$	1,575	$	3,141
Inter-segment		-		(281	)		-		(281	)
Total		795		491			1,575		2,860
Segment loss (gain)		277		122			4,339		4,738
Loss on revaluation of warrant liability									2,749
Finance expense, net									(65	)
Tax expenses									-
Loss								$	7,422

	Three Months Ended June 30, 2022
	Precision Metal Parts		Advanced Engineering		Smart Carts		Total
Revenues
External	$	1,054	$	376	$	-	$	1,430
Inter-segment		-		-		-		-
Total		1,054		376		-		1,430
Segment loss		137		210		3,023		3,370
Loss on sale of fixed asset								-
Finance expense, net								(5	)
Tax expenses								-
Loss							$	3,365

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

XML

FINANCIAL RISK FACTORS

6 Months Ended

Jun. 30, 2023

FINANCIAL RISK FACTORS

NOTE 8 - FINANCIAL RISK FACTORS:

ECL and their measurement

ECL are measured as the unbiased probability-weighted present value of all cash shortfalls over the expected life of each financial asset. For receivables from financial services, ECL are mainly calculated with a statistical model using three major risk parameters: probability of default, loss given default and exposure at default. The estimation of these risk parameters incorporates all available relevant information, not only historical and current loss data, but also reasonable and supportable forward-looking information reflected by the future expectation factors. This information includes macroeconomic factors (e.g., gross domestic product growth, unemployment rate, cost performance index) and forecasts of future economic conditions. For receivables from financial services, these forecasts are performed using a scenario analysis (base case, adverse and optimistic scenarios).

As of June 30, 2023, and December 31, 2022, ECL for trade and other account receivables are not material, and as such are not disclosed, in accordance IFRS 9.

XML

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

a)	During July 2023, the Company issued 100,000 shares in respect of 100,000 RSU’s that were exercised.
b)	During August 2023, the Company issued 2,000 shares in respect of 2,000 warrants that were exercised for gross proceeds of $3.

XML

WARRANT LIABILITY (Tables)

6 Months Ended

Jun. 30, 2023

June 2023 registered direct offerings [member]

IfrsStatementLineItems [Line Items]

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS

Balance at January 1, 2023	$	-
Issuance of June 2023 Registered Direct Offerings Warrants		2,333
Balance at June 30, 2023	$	2,333

March 2023 private placements [member]

IfrsStatementLineItems [Line Items]

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS

Balance at January 1, 2023	$	-
Issuance of March 2023 Warrants		496
Balance at March 31, 2023	$	496
Revaluation at June 30, 2023		1,004
Balance at June 30, 2023	$	1,500

November 2022 warrants [member]

IfrsStatementLineItems [Line Items]

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS

Balance at January 1, 2022	$	-
Issuance of November 2022 Warrants		894
Revaluation at December 31,2022		248
Balance at December 31, 2022	$	1,142
Revaluation at March 31, 2023	$	(405	)
Balance at March 31, 2023	$	737
Warrant exercises (note 4(d))	$	(66	)
Revaluation at June 30, 2023		1,745
Balance at June 30, 2023	$	2,416

XML

WARRANTS AND OPTIONS (Tables)

6 Months Ended

Jun. 30, 2023

Warrants And Options

SCHEDULE OF WARRANTS TRANSACTIONS

	Number			Weighted Average Exercise Price
Balance, January 1, 2022		5,966,204		$	3.55
Expiration of warrants		(5,437	)
Exercise of warrants		(630,161	)
Warrants issued in the November 2022 Private Placement		1,726,366
Balance, December 31, 2022		7,056,972		$	3.07
Warrants issued in the March 2023 Private Placement		1,034,463
Exercise of warrants (*)		(65,000	)
Warrants issued in the June 2023 Registered Direct Offerings		2,214,596
Balance, June 30, 2023		10,241,031		$	2.67

(*) During the six months ended June 30, 2023, the Company issued 65,000 shares in respect of 65,000 warrants that were exercised for gross proceeds of $99. All exercised warrants were warrants classified as a liability prior to their exercise.

SCHEDULE OF OUTSTANDING WARRANTS

As at June 30, 2023, the Company had outstanding warrants, enabling the holders to acquire common shares as follows:

June 30, 2023		Expiry date	Exercise price				Exercise price (USD)
	2,658,313	November 10, 2025		ILS	7.1418	(1)	$	1.93
	1,366,631	December 24, 2025		ILS	7.1418	(1)	$	1.93
	221,100	April 22, 2026		ILS	29.025	(2)	$	7.84
	1,084,562	May 6, 2026		ILS	29.025	(2)	$	7.84
	1,661,366	November 8, 2024		CAD	2.04		$	1.60
	1,034,463	March 13, 2025		CAD	2.35		$	1.75
	2,214,596	June 15, 2025		CAD	2.93		$	2.20
	10,241,031

1.

On March 31, 2021, warrant holders and the Company, agreed that the exercise price of CAD$2.70 would be payable in New Israeli Shekels. The exercise price is NIS 7.1418 per warrant.

2.

On June 30, 2021, warrant holders and the Company, agreed that the exercise price of CAD$11.04 would be payable in New Israeli Shekels. The exercise price is NIS 29.025 per warrant. On March 27, 2023, the expiry dates of a total of 221,100 share purchase warrants were extended by three years to April 26, 2026, and the expiry dates of a total of 1,084,562 share purchase warrants were extended by three years to May 6, 2026.

SCHEDULE OF STOCK OPTION TRANSACTIONS

Stock option transactions for the six months ended June 30, 2023, and for the year ending December 31, 2022, are as follows:

	Number			Weighted Average Exercise Price (CAD)		Weighted Average Exercise Price (USD)
Balance January 1, 2022		820,010		$	2.26	$	1.78
Options granted		1,200,000			3.67
Exercise of options		(116,667	)		2.27
Expiry of options		(20,000	)		1.50
Balance December 31, 2022		1,883,343		$	3.17	$	2.45
Options granted (i-iv)		1,585,250			1.78		1.34
Balance June 30, 2023		3,468,593		$	2.53	$	1.91

(i)	On January 4, 2023, 816,500 stock options were issued to directors and consultants with an exercise price of CAD$1.65. The options expire on January 4, 2033. The fair value of the options granted was estimated at $1,017 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.80; Expected option life 10 years; Volatility 112%; Risk-free interest rate 3.28%; Dividend yield 0%.
(ii)	On February 8, 2023, 100,000 stock options were issued to a consultant with an exercise price of CAD$1.50. The options expire on November 25, 2027. The fair value of the options granted was estimated at $135 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.18; Expected option life 4.8 years; Volatility 112%; Risk-free interest rate 3.16%; Dividend yield 0%.
(iii)	On April 18, 2023, 423,750 stock options were issued to employees with an exercise price of CAD$1.60. The options expire on April 18, 2033. The fair value of the options granted was estimated at $420 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.42; Expected option life 10 years; Volatility 111%; Risk-free interest rate 3.57%; Dividend yield 0%.
(iii)	On June 28, 2023, 245,000 stock options were issued to officers with an exercise price of CAD$2.45. The options expire on June 28, 2033. The fair value of the options granted was estimated at $443 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.92; Expected option life 5 years; Volatility 111%; Risk-free interest rate 4.14%; Dividend yield 0%.

SCHEDULE OF OUTSTANDING STOCK OPTIONS

As at June 30, 2023, the Company had outstanding stock options, enabling the holders to acquire common shares as follows:

Outstanding as of June 30, 2023		Exercisable as of June 30, 2023		Expiry date	Exercise price (CAD)		Exercise price (USD)
	543,333		510,000	August 20, 2025	CAD	1.50	$	1.11
	40,000		40,000	September 1, 2025	CAD	2.25	$	1.66
	33,333		33,333	January 28, 2025	CAD	3.00	$	2.21
	50,000		33,333	June 3, 2026	CAD	8.40	$	6.20
	16,677		11,118	October 28, 2026	CAD	8.00	$	5.90
	900,000		337,500	August 2, 2032	CAD	3.56	$	2.63
	300,000		300,000	August 21, 2032	CAD	4.00	$	2.95
	816,500		802,063	January 4, 2033	CAD	1.65	$	1.22
	100,000		25,000	November 25, 2027	CAD	2.01	$	1.48
	423,750		-	April 18, 2033	CAD	1.60	$	1.21
	245,000		-	June 28, 2028	CAD	2.45	$	1.85
	3,468,593		2,117,347

SCHEDULE OF RSU’S TRANSACTIONS

RSU’s transactions for the six months ended June 30, 2023, and for the year ending December 31, 2022, are as follows:

	Number
Balance, January 1, 2022		-
RSU’s granted		1,265,000
Exercise of RSU’s		(545,000	)
Balance, December 31, 2022		720,000
RSU’s granted		1,308,250
Exercise of RSU’s		(30,000	)
Expiry of RSU’s		(66,667	)
Balance, June 30, 2023		1,931,583

XML

REVENUES (Tables)

6 Months Ended

Jun. 30, 2023

SCHEDULE OF REVENUE FROM SERVICES

Revenue streams:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues from services:
Revenues from services		618		301		1,149		638
Revenues from leasing		154		75		287		159
Precision metal parts:
Revenues from sales of precision metal parts		795		1,054		1,612		1,872
Smart Carts:
Revenues from smart carts project		1,574		-		4,701		207
		3,141		1,430		7,749		2,876

XML

OPERATING SEGMENTS (Tables)

6 Months Ended

Jun. 30, 2023

SCHEDULE OF OPERATING SEGMENTS

	Six Months Ended June 30, 2023
	Precision Metal Parts		Advanced Engineering			Smart Carts		Total
Revenues
External	$	1,612	$	1,436		$	4,701	$	7,749
Inter-segment		-		(281	)		-		(281	)
Total		1,612		1,155			4,701		7,468
Segment loss (gain)		548		(56	)		8,276		8,768
Loss on revaluation of warrant liability									2,344
Finance expense, net									153
Tax expenses									-
Loss								$	11,265

A2Z SMART TECHNOLOGIES CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US Dollars)

	Six Months Ended June 30, 2022
	Precision Metal Parts		Advanced Engineering		Smart Carts		Total
Revenues
External	$	1,872	$	797	$	207	$	2,876
Inter-segment		-		-		-		-
Total		1,872		797		207		2,876
Segment loss		199		492		5,397		6,088
Loss on sale of fixed asset								16
Finance expense, net								(7	)
Tax expenses								-
Loss							$	6,097

	Three Months Ended June 30, 2023
	Precision Metal Parts		Advanced Engineering			Smart Carts		Total
Revenues
External	$	795	$	772		$	1,575	$	3,141
Inter-segment		-		(281	)		-		(281	)
Total		795		491			1,575		2,860
Segment loss (gain)		277		122			4,339		4,738
Loss on revaluation of warrant liability									2,749
Finance expense, net									(65	)
Tax expenses									-
Loss								$	7,422

	Three Months Ended June 30, 2022
	Precision Metal Parts		Advanced Engineering		Smart Carts		Total
Revenues
External	$	1,054	$	376	$	-	$	1,430
Inter-segment		-		-		-		-
Total		1,054		376		-		1,430
Segment loss		137		210		3,023		3,370
Loss on sale of fixed asset								-
Finance expense, net								(5	)
Tax expenses								-
Loss							$	3,365

XML

NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Profit (loss) of combined entity as if combination occurred at beginning of period	$ 11,300	$ 6,100
Retained earnings	$ 77,936		$ 67,395
Advanced Automotive Innovations Inc. [member]
IfrsStatementLineItems [Line Items]
Ownership interest in subsidary	80.00%
Cust2Mate Ltd [member]
IfrsStatementLineItems [Line Items]
Proportion of ownership interest in associate	76.78%

XML

SCHEDULE OF FAIR VALUE HIERARCHY OF WARRANTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Reclassification to Warrant Reserve			$ (99)	$ (1,277)
June 2023 registered direct offerings [member]
IfrsStatementLineItems [Line Items]
Balance, warrants
Issuance, warrants			2,333
Balance, warrants	$ 2,333		2,333
March 2023 private placements [member]
IfrsStatementLineItems [Line Items]
Balance, warrants	496
Issuance, warrants		496
Balance, warrants	1,500	496	1,500
Revaluation, warrants	1,004
November 2022 warrants [member]
IfrsStatementLineItems [Line Items]
Balance, warrants	737	1,142	1,142
Issuance, warrants					894
Balance, warrants	2,416	737	$ 2,416		1,142
Revaluation, warrants	1,745	$ (405)			$ 248
Reclassification to Warrant Reserve	$ (66)

XML

WARRANT LIABILITY (Details Narrative) $ in Thousands					3 Months Ended		6 Months Ended
	Jun. 20, 2023 $ / shares shares	Jun. 15, 2023 $ / shares shares	Mar. 20, 2023 $ / shares shares	Nov. 02, 2022 $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 shares	Mar. 20, 2022 $ / shares	Dec. 31, 2021 shares
IfrsStatementLineItems [Line Items]
Class of warrant or right outstanding | shares					10,241,031		10,241,031		7,056,972		5,966,204
June 2023 registered direct offerings [member]
IfrsStatementLineItems [Line Items]
Class of warrant or right outstanding | shares	1,909,134	1,909,134
Exercise price of warrant	$ 2.93	$ 2.93
Warrants exercisable term	2 years	2 years
Volatility warrants granted	99.00%	99.00%
Risk-free interest rate	4.45%	4.45%
Expected life	2 years	2 years
Share price	$ 2.99	$ 2.99
March 2023 private placements [member]
IfrsStatementLineItems [Line Items]
Class of warrant or right outstanding | shares			891,778
Exercise price of warrant			$ 2.35
Warrants exercisable term			2 years
Volatility warrants granted			93.00%
Risk-free interest rate			3.62%
Expected life			2 years
Share price										$ 1.74
Gain loss on revaluation of warrant liability | $					$ 1,004		$ 1,004
November 2022 warrants [member]
IfrsStatementLineItems [Line Items]
Class of warrant or right outstanding | shares				1,489,166
Exercise price of warrant				$ 2.35
Warrants exercisable term				2 years
Volatility warrants granted				110.00%
Risk-free interest rate				3.94%
Expected life				2 years
Share price				$ 1.56
Gain loss on revaluation of warrant liability | $					$ 1,745		$ 1,362

XML

SHAREHOLDERS EQUITY (Details Narrative) $ / shares in Units, $ / shares in Units, $ in Thousands, $ in Thousands			6 Months Ended
	Jun. 20, 2023 USD ($) $ / shares shares	Mar. 20, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($) shares	Jun. 20, 2023 CAD ($) $ / shares shares	Mar. 20, 2023 CAD ($) $ / shares shares	Feb. 11, 2022 shares	Feb. 03, 2022 shares
IfrsStatementLineItems [Line Items]
Number of shares issued	3,818,275	1,783,561	65,000	584,207	3,818,275	1,783,561	74,985	2,089
Number of warrants exercised			65,000	584,207
Proceeds from exercise of warrants | $			$ 99	$ 1,277
Proceeds from private placements | $		$ 2,604
Warrant exercise price per share | (per share)	$ 1.80	$ 1.46			$ 2.41	$ 1.95
[custom:ProceedsFromIssuanceOfUnits] | $	$ 6,873
March 2023 private placement warrants [member]
IfrsStatementLineItems [Line Items]
Issuance of additional common shares		891,778
Finder fee		$ 208				$ 290
Private placement of warrant shares issued		142,685				142,685
June 2023 registered direct offerings warrants [member]
IfrsStatementLineItems [Line Items]
Issuance of additional common shares	1,909,134
Finder fee	$ 550				$ 733
Non-registered Warrants [Member]
IfrsStatementLineItems [Line Items]
Private placement of warrant shares issued	305,462				305,462
Warrants [member]
IfrsStatementLineItems [Line Items]
Number of shares issued	1,909,134	891,778			1,909,134	891,778
Proceeds from exercise of warrants | $			$ 99
Warrant exercise price per share | (per share)	$ 2.20	$ 1.75			$ 2.93	$ 2.35
RSU's [member]
IfrsStatementLineItems [Line Items]
Number of shares issued			30,000
Number of warrants exercised			30,000
Isramat Ltd [member]
IfrsStatementLineItems [Line Items]
Number of shares issued								273,774

XML

SCHEDULE OF WARRANTS TRANSACTIONS (Details) - $ / shares	6 Months Ended		12 Months Ended
	Jun. 30, 2023		Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Number of warrants outstanding, beginning balance	7,056,972		5,966,204
Weighted Average Exercise Price, Beginning Balance	$ 3.07		$ 3.55
Number of warrants outstanding, Expired of warrants			(5,437)
Number of warrants outstanding, Exercise of warrants	(65,000)	[1]	(630,161)
Number of warrants outstanding, ending balance	10,241,031		7,056,972
Weighted Average Exercise Price, Beginning Balance	$ 2.67		$ 3.07
November 2022 private placement [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding, warrants issued			1,726,366
March 2023 private placement [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding, warrants issued	1,034,463
June 2023 registered direct offerings [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding, warrants issued	2,214,596

[1] During the six months ended June 30, 2023, the Company issued 65,000

XML

SCHEDULE OF WARRANTS TRANSACTIONS (Details) (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 shares	Dec. 31, 2021 shares
IfrsStatementLineItems [Line Items]
Number of share options outstanding in share-based payment arrangement	3,468,593		1,883,343	820,010
Proceeds from exercise of warrants | $	$ 99	$ 1,277
Warrants [member]
IfrsStatementLineItems [Line Items]
Number of share options outstanding in share-based payment arrangement	65,000
Number of warrants outstanding	65,000
Proceeds from exercise of warrants | $	$ 99

XML

SCHEDULE OF OUTSTANDING WARRANTS (Details)			6 Months Ended
		Mar. 27, 2023 shares	Jun. 30, 2023 $ / shares shares	Jun. 30, 2023 $ / shares shares	Jun. 30, 2023 ₪ / shares shares
IfrsStatementLineItems [Line Items]
Number of warrants outstanding			10,241,031	10,241,031	10,241,031
Warrants one [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding		221,100	2,658,313	2,658,313	2,658,313
Expiry date		Apr. 26, 2026	Nov. 10, 2025
Exercise price | (per share)			$ 1.93		₪ 7.1418	[1]
Warrants two [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding		1,084,562	1,366,631	1,366,631	1,366,631
Expiry date		May 06, 2026	Dec. 24, 2025
Exercise price | (per share)	[1]		$ 1.93		₪ 7.1418
Warrants three [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding			221,100	221,100	221,100
Expiry date			Apr. 22, 2026
Exercise price | (per share)	[2]		$ 7.84		₪ 29.025
Warrants four [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding			1,084,562	1,084,562	1,084,562
Expiry date			May 06, 2026
Exercise price | (per share)	[2]		$ 7.84		₪ 29.025
Warrants five [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding			1,661,366	1,661,366	1,661,366
Expiry date			Nov. 08, 2024
Exercise price | (per share)			$ 1.60	$ 2.04
Warrants six [Member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding			1,034,463	1,034,463	1,034,463
Expiry date			Mar. 13, 2025
Exercise price | (per share)			$ 1.75	$ 2.35
Warrants seven [member]
IfrsStatementLineItems [Line Items]
Number of warrants outstanding			2,214,596	2,214,596	2,214,596
Expiry date			Jun. 15, 2025
Exercise price | (per share)			$ 2.20	$ 2.93

[1] On March 31, 2021, warrant holders and the Company, agreed that the exercise price of CAD$2.70 would be payable in New Israeli Shekels. The exercise price is NIS 7.1418 per warrant.

[2] On June 30, 2021, warrant holders and the Company, agreed that the exercise price of CAD$11.04 would be payable in New Israeli Shekels. The exercise price is NIS 29.025 per warrant. On March 27, 2023, the expiry dates of a total of 221,100 share purchase warrants were extended by three years to April 26, 2026, and the expiry dates of a total of 1,084,562 share purchase warrants were extended by three years to May 6, 2026.

XML

SCHEDULE OF OUTSTANDING WARRANTS (Details) (Parenthetical)		Jun. 30, 2023 $ / shares	Jun. 30, 2023 ₪ / shares	Jun. 30, 2021 $ / shares	Jun. 30, 2021 ₪ / shares	Mar. 31, 2021 $ / shares	Mar. 31, 2021 ₪ / shares
Warrants two [member]
IfrsStatementLineItems [Line Items]
Exercise price | (per share)	[1]	$ 1.93	₪ 7.1418
Warrants two [member] | Warrant holders [member]
IfrsStatementLineItems [Line Items]
Exercise price | (per share)						$ 2.70	₪ 7.1418
Warrants three [member]
IfrsStatementLineItems [Line Items]
Exercise price | (per share)	[2]	$ 7.84	₪ 29.025
Warrants three [member] | Warrant holders [member]
IfrsStatementLineItems [Line Items]
Exercise price | (per share)				$ 11.04	₪ 29.025

[1] On March 31, 2021, warrant holders and the Company, agreed that the exercise price of CAD$2.70 would be payable in New Israeli Shekels. The exercise price is NIS 7.1418 per warrant.

[2] On June 30, 2021, warrant holders and the Company, agreed that the exercise price of CAD$11.04 would be payable in New Israeli Shekels. The exercise price is NIS 29.025 per warrant. On March 27, 2023, the expiry dates of a total of 221,100 share purchase warrants were extended by three years to April 26, 2026, and the expiry dates of a total of 1,084,562 share purchase warrants were extended by three years to May 6, 2026.

XML

SCHEDULE OF STOCK OPTION TRANSACTIONS (Details)	6 Months Ended				12 Months Ended
	Jun. 30, 2023 shares $ / shares		Jun. 30, 2023 shares $ / shares		Dec. 31, 2022 shares $ / shares	Dec. 31, 2022 shares $ / shares
Warrants And Options
Number of stock options, beginning balance	1,883,343		1,883,343		820,010	820,010
Weighted Average Exercise Price, beginning balance | (per share)	$ 2.45		$ 3.17		$ 1.78	$ 2.26
Number of stock options, options granted	1,585,250	[1],[2],[3],[4]	1,585,250	[1],[2],[3],[4]	1,200,000	1,200,000
Weighted Average Exercise Price, options granted | (per share)	$ 1.34	[1],[2],[3],[4]	$ 1.78	[1],[2],[3],[4]		$ 3.67
Number of stock options, Exercise of options					(116,667)	(116,667)
Weighted Average Exercise Price, Exercise of options | $ / shares						$ 2.27
Number of stock options, Expiry of options					(20,000)	(20,000)
Weighted Average Exercise Price, Expiry of options | $ / shares						$ 1.50
Number of stock options, ending balance	3,468,593		3,468,593		1,883,343	1,883,343
Weighted Average Exercise Price, ending balance | (per share)	$ 1.91		$ 2.53		$ 2.45	$ 3.17

[1] On January 4, 2023, 816,500 stock options were issued to directors and consultants with an exercise price of CAD$1.65. The options expire on January 4, 2033. The fair value of the options granted was estimated at $1,017 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.80; Expected option life 10 years; Volatility 112%; Risk-free interest rate 3.28%; Dividend yield 0%.

[2] On April 18, 2023, 423,750 stock options were issued to employees with an exercise price of CAD$1.60. The options expire on April 18, 2033. The fair value of the options granted was estimated at $420 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.42; Expected option life 10 years; Volatility 111%; Risk-free interest rate 3.57%; Dividend yield 0%.

[3] On February 8, 2023, 100,000 stock options were issued to a consultant with an exercise price of CAD$1.50. The options expire on November 25, 2027. The fair value of the options granted was estimated at $135 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.18; Expected option life 4.8 years; Volatility 112%; Risk-free interest rate 3.16%; Dividend yield 0%.

[4] On June 28, 2023, 245,000 stock options were issued to officers with an exercise price of CAD$2.45. The options expire on June 28, 2033. The fair value of the options granted was estimated at $443 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.92; Expected option life 5 years; Volatility 111%; Risk-free interest rate 4.14%; Dividend yield 0%.

XML

SCHEDULE OF STOCK OPTION TRANSACTIONS (Details) (Parenthetical) $ / shares in Units, $ in Thousands									6 Months Ended		12 Months Ended
	Jun. 28, 2023 USD ($) shares	Jun. 28, 2023 $ / shares	Apr. 18, 2023 USD ($) shares	Apr. 18, 2023 $ / shares	Feb. 08, 2023 USD ($) shares	Feb. 08, 2023 $ / shares	Jan. 04, 2023 USD ($) shares	Jan. 04, 2023 $ / shares	Jun. 30, 2023 shares $ / shares		Dec. 31, 2022 shares	Jun. 30, 2023 $ / shares
IfrsStatementLineItems [Line Items]
Number of stock options, options issued | shares									1,585,250	[1],[2],[3],[4]	1,200,000
Stock option one [member]
IfrsStatementLineItems [Line Items]
Number of stock options, exercise price | (per share)									$ 1.11			$ 1.50
Options expire									Aug. 20, 2025
Stock option one [member] | Consultant [member]
IfrsStatementLineItems [Line Items]
Number of stock options, options issued | shares	245,000		423,750		100,000		816,500
Number of stock options, exercise price | $ / shares		$ 2.45		$ 1.60		$ 1.50		$ 1.65
Options expire	Jun. 28, 2033		Apr. 18, 2033		Nov. 25, 2027		Jan. 04, 2033
Fair value of options granted | $	$ 443		$ 420		$ 135		$ 1,017
Share Price | $ / shares		$ 2.92		$ 1.42		$ 2.18		$ 1.80
Expected option life	5 years		10 years		4 years 9 months 18 days		10 years
Volatility	111.00%		111.00%		112.00%		112.00%
Risk-free interest rate	4.14%		3.57%		3.16%		3.28%
Dividend yield	0.00%		0.00%		0.00%		0.00%

[1] On January 4, 2023, 816,500 stock options were issued to directors and consultants with an exercise price of CAD$1.65. The options expire on January 4, 2033. The fair value of the options granted was estimated at $1,017 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.80; Expected option life 10 years; Volatility 112%; Risk-free interest rate 3.28%; Dividend yield 0%.

[2] On April 18, 2023, 423,750 stock options were issued to employees with an exercise price of CAD$1.60. The options expire on April 18, 2033. The fair value of the options granted was estimated at $420 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$1.42; Expected option life 10 years; Volatility 111%; Risk-free interest rate 3.57%; Dividend yield 0%.

[3] On February 8, 2023, 100,000 stock options were issued to a consultant with an exercise price of CAD$1.50. The options expire on November 25, 2027. The fair value of the options granted was estimated at $135 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.18; Expected option life 4.8 years; Volatility 112%; Risk-free interest rate 3.16%; Dividend yield 0%.

[4] On June 28, 2023, 245,000 stock options were issued to officers with an exercise price of CAD$2.45. The options expire on June 28, 2033. The fair value of the options granted was estimated at $443 using the Black-Scholes option pricing model, using the following assumptions: Share Price: CAD$2.92; Expected option life 5 years; Volatility 111%; Risk-free interest rate 4.14%; Dividend yield 0%.

XML

SCHEDULE OF OUTSTANDING STOCK OPTIONS (Details)	6 Months Ended
	Jun. 30, 2023 shares $ / shares	Jun. 30, 2023 shares $ / shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	3,468,593	3,468,593	1,883,343	820,010
Number of stock options, Exercisable	2,117,347	2,117,347
Stock option one [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	543,333	543,333
Number of stock options, Exercisable	510,000	510,000
Number of stock options, Expiry date	Aug. 20, 2025
Number of stock options, Exercise price | (per share)	$ 1.11	$ 1.50
Stock option two [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	40,000	40,000
Number of stock options, Exercisable	40,000	40,000
Number of stock options, Expiry date	Sep. 01, 2025
Number of stock options, Exercise price | (per share)	$ 1.66	$ 2.25
Stock option three [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	33,333	33,333
Number of stock options, Exercisable	33,333	33,333
Number of stock options, Expiry date	Jan. 28, 2025
Number of stock options, Exercise price | (per share)	$ 2.21	$ 3.00
Stock option four [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	50,000	50,000
Number of stock options, Exercisable	33,333	33,333
Number of stock options, Expiry date	Jun. 03, 2026
Number of stock options, Exercise price | (per share)	$ 6.20	$ 8.40
Stock option five [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	16,677	16,677
Number of stock options, Exercisable	11,118	11,118
Number of stock options, Expiry date	Oct. 28, 2026
Number of stock options, Exercise price | (per share)	$ 5.90	$ 8.00
Stock option six [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	900,000	900,000
Number of stock options, Exercisable	337,500	337,500
Number of stock options, Expiry date	Aug. 02, 2032
Number of stock options, Exercise price | (per share)	$ 2.63	$ 3.56
Stock option seven [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	300,000	300,000
Number of stock options, Exercisable	300,000	300,000
Number of stock options, Expiry date	Aug. 21, 2032
Number of stock options, Exercise price | (per share)	$ 2.95	$ 4.00
Stock option eight [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	816,500	816,500
Number of stock options, Exercisable	802,063	802,063
Number of stock options, Expiry date	Jan. 04, 2033
Number of stock options, Exercise price | (per share)	$ 1.22	$ 1.65
Stock option nine [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	100,000	100,000
Number of stock options, Exercisable	25,000	25,000
Number of stock options, Expiry date	Nov. 25, 2027
Number of stock options, Exercise price | (per share)	$ 1.48	$ 2.01
Stock option ten [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	423,750	423,750
Number of stock options, Exercisable
Number of stock options, Expiry date	Apr. 18, 2033
Number of stock options, Exercise price | (per share)	$ 1.21	$ 1.60
Stock option eleven [member]
IfrsStatementLineItems [Line Items]
Number of stock options, Outstanding	245,000	245,000
Number of stock options, Exercisable
Number of stock options, Expiry date	Jun. 28, 2028
Number of stock options, Exercise price | (per share)	$ 1.85	$ 2.45

XML

SCHEDULE OF RSU’S TRANSACTIONS (Details) - RSU's [member] - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Number of RSU's, beginning balance	720,000
Number of RSU's, granted	1,308,250	1,265,000
Number of RSU's, Exercise	(30,000)	(545,000)
Number of RSU's, Expiry	(66,667)
Number of RSU's, ending balance	1,931,583	720,000

XML

WARRANTS AND OPTIONS (Details Narrative) $ in Thousands					6 Months Ended		12 Months Ended
	Jun. 28, 2023 shares	Apr. 18, 2023 shares	Jan. 04, 2023 shares	Aug. 04, 2022 shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 shares
IfrsStatementLineItems [Line Items]
Share based compensation | $						$ 2,547
Share based compensation | $					$ 2,967	111
RSU's [member]
IfrsStatementLineItems [Line Items]
Share based compensation | $					$ 420
RSU's granted					1,308,250		1,265,000
Description of RSU's vesting and conversion	The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 165,000 common shares of no-par value in the Company (“Common Shares”)	The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 116,250 common shares of no-par value in the Company (“Common Shares”)	The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 1,027,000 common shares of no-par value in the Company (“Common Shares”)	The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 1,265,000 common shares of no-par value in the Company (“Common Shares”)
RSU's exercisable					585,333		225,832
RSU's [member] | Directors officers and advisers [member]
IfrsStatementLineItems [Line Items]
RSU's granted			1,027,000	1,265,000
RSU's [member] | Executives and directors [member]
IfrsStatementLineItems [Line Items]
RSU's granted			260,000	590,000
RSU's [member] | Employees [member]
IfrsStatementLineItems [Line Items]
RSU's granted		116,250
RSU's [member] | Officers [member]
IfrsStatementLineItems [Line Items]
RSU's granted	165,000

XML

SCHEDULE OF REVENUE FROM SERVICES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Revenues	$ 2,860	$ 1,430	$ 7,468	$ 2,876
Revenues from services [member]
IfrsStatementLineItems [Line Items]
Revenues	618	301	1,149	638
Revenues from leasing [member]
IfrsStatementLineItems [Line Items]
Revenues	154	75	287	159
Revenues from sales of precision metal parts [member]
IfrsStatementLineItems [Line Items]
Revenues	795	1,054	1,612	1,872
Revenues from smart carts project [member]
IfrsStatementLineItems [Line Items]
Revenues	1,574		4,701	207
External [member]
IfrsStatementLineItems [Line Items]
Revenues	$ 3,141	$ 1,430	$ 7,749	$ 2,876

XML

SCHEDULE OF OPERATING SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Total	$ 2,860	$ 1,430	$ 7,468	$ 2,876
Segment loss	4,738	3,370	8,768	6,088
Loss on revaluation of warrant liability	2,749		2,344
Finance expense, net	(65)	(5)	153	(7)
Tax expenses
Loss	7,422	3,365	11,265	6,097
Loss on sale of fixed asset				16
External [member]
IfrsStatementLineItems [Line Items]
Total	3,141	1,430	7,749	2,876
Intersegment [member]
IfrsStatementLineItems [Line Items]
Total	(281)		(281)
Precision metal parts [member]
IfrsStatementLineItems [Line Items]
Total	795	1,054	1,612	1,872
Segment loss	277	137	548	199
Precision metal parts [member] | External [member]
IfrsStatementLineItems [Line Items]
Total	795	1,054	1,612	1,872
Precision metal parts [member] | Intersegment [member]
IfrsStatementLineItems [Line Items]
Total
Advanced engineering [member]
IfrsStatementLineItems [Line Items]
Total	491	376	1,155	797
Segment loss	122	210	(56)	492
Advanced engineering [member] | External [member]
IfrsStatementLineItems [Line Items]
Total	772	376	1,436	797
Advanced engineering [member] | Intersegment [member]
IfrsStatementLineItems [Line Items]
Total	(281)		(281)
SmartCarts [member]
IfrsStatementLineItems [Line Items]
Total	1,575		4,701	207
Segment loss	4,339	3,023	8,276	5,397
SmartCarts [member] | External [member]
IfrsStatementLineItems [Line Items]
Total	1,575		4,701	207
SmartCarts [member] | Intersegment [member]
IfrsStatementLineItems [Line Items]
Total

XML

OPERATING SEGMENTS (Details Narrative)	6 Months Ended
	Jun. 30, 2023 Segment
Number of operating segment	3

XML

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands	1 Months Ended		6 Months Ended
	Aug. 31, 2023	Jul. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 20, 2023	Mar. 20, 2023	Feb. 11, 2022	Feb. 03, 2022
IfrsStatementLineItems [Line Items]
Number of share issuance			65,000	584,207	3,818,275	1,783,561	74,985	2,089
Number of warrants exercised			65,000	584,207
Exercise of option				$ 20
Nonadjusting event [member]
IfrsStatementLineItems [Line Items]
Number of share issuance	2,000	100,000
Number of restricted stock units exercised		100,000
Number of warrants exercised	2,000
Exercise of option	$ 3