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Published: 2022-05-12







			SANGOMA TECHNOLOGIES CORPORATION

Condensed consolidated interim financial statements for
the three and nine month periods ended March 31, 2022 and
		2021
				(Unaudited in U.S. Dollars)














					100 Renfrew Drive, Suite 100,
	Markham, Ontario,
	Canada L3R 9R6


Sangoma Technologies Corporation
March 31, 2022 and 2021

Table of contents



Condensed consolidated interim statements of financial position ......................................................................... 3
Condensed consolidated interim statements of income (loss) and comprehensive income (loss) ....................... 4
Condensed consolidated interim statements of changes in shareholders’ equity ................................................ 5
Condensed consolidated interim statements of cash flows ................................................................................... 6
Notes to the condensed consolidated interim financial statements ................................................................. 7-30









	2


Sangoma Technologies Corporation
Condensed consolidated interim statements of financial position
As at March 31, 2022, June 30, 2021 and June 30, 2020
(Unaudited in US dol ars)
			March 31,	June 30,	June 30,
			2022	2021	2020
						$	$	$
Assets
Current assets
Cash and cash equivalents (Note 13)			16,238,833			22,095,596			19,995,497
Trade receivables (Note 13)			18,419,378			14,734,417			8,243,720
Inventories (Note 4)			16,468,963			11,820,123			9,277,765
Income tax receivable						-				662,579	-
Contract assets			1,066,241			739,966			473,507
Derivative assets (Note 9)			716,714			-			-
Other current assets			5,202,269			3,296,354			1,749,235
			58,112,398			53,349,035			39,739,724
Non-current assets
Property and equipment (Note 5)			11,288,272			7,653,015			2,202,587
Right-of-use assets (Note 17)			16,481,982			13,529,916			11,871,529
Intangible assets (Note 6)			201,122,145			193,978,453			36,840,607
Development costs (Note 7)			2,345,844			1,532,786			1,799,805
Deferred income tax assets (Note 10)			2,154,207			2,052,084			3,879,665
Goodwil (Note 8)			307,508,846			267,397,741			32,295,582
Contract assets			2,298,573			854,101			320,484
			601,312,267			540,347,131			128,949,983
Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 13)			30,007,513			22,360,494			10,409,258
Provisions (Note 18)			278,156			442,464			486,456
Sales tax payable			6,172,967			1,318,505			592,994
Income tax payable			101,984			-			1,934,370
Consideration payable (Note 16)			9,059,353			2,335,744			-
Operating facility and loans (Note 9)			22,050,000			14,550,000			12,400,000
Contract liabilities (Note 15)			11,520,197			11,411,621			7,904,975
Derivative liability (Note 9)						-				333,315	585,104
Lease obligations on right-of-use assets (Note 17)			3,549,601			2,421,389			2,165,847
			82,739,771			55,173,532			36,479,004
Long term liabilities
Consideration payable (Note 16)			5,674,365			6,766,070			-
Operating facility and loans (Note 9)			87,000,000			60,412,500			24,650,000
Contract liabilities (Note 15)			4,121,503			4,342,110			2,915,123
Non-current lease obligations on right-of-use assets (Note 17)			13,752,181			11,821,289			10,031,680
Deferred income tax liabilities (Note 10)			15,243,336			24,760,637			-
Other non-current liabilities			882,910			917,395			-
			209,414,066			164,193,533			74,075,807
Shareholders’ equity
Share capital			189,916,051			172,461,915			47,423,358
Shares to be issued			192,101,973			192,101,973			-
Contributed surplus			14,166,916			5,392,954			1,788,397
Accumulated other comprehensive income (loss)			716,714			(333,315)			(585,104)
Retained earnings (deficit)			(5,003,453)			6,530,071			6,247,525
			391,898,201			376,153,598			54,874,176
			601,312,267			540,347,131			128,949,983
Approved by the Board(Signed)
							Al Guarino Director
		(Signed)							Al an Bret Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements. The comparative
periods have been retrospectively adjusted to reflect the change in presentation currency from Canadian dollars to US dol ars
(Note 2).
	3



Sangoma Technologies Corporation
Condensed consolidated interim statements of income (loss) and comprehensive income (loss)
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dol ars)
							Nine month periods ended	Three month periods ended
			March 31,		March 31,
			2022	2021	2022	2021
			$	$	$	$
Revenue (Note 19)		55,125,865					27,952,094		161,840,592		81,261,947
Cost of sales		16,164,948			9,637,165			45,623,926		27,702,470
Gross profit		38,960,917					18,314,929		116,216,666		53,559,477
Expenses
Sales and marketing		13,882,377			4,501,651			41,214,603		12,460,792
Research and development		8,237,889			5,171,286			24,356,762		13,954,217
General and administration		19,750,736			6,288,807			55,165,187		19,460,661
Foreign currency exchange (gain) loss			26,451			(206,688)			111,967			(222,306)
		41,897,453					15,755,056		120,848,519		45,653,364
Income (loss) before interest expense (net), business integration costs,
exchange listing expense, gain on change in fair value of consideration
payable, business acquisition costs and income taxes		(2,936,536)			2,559,873			(4,631,853)		7,906,113
Interest expense (net) (Notes 9, 13, 17)		473,835			271,137			1,726,866			1,031,627
Business acquisition costs (Note 20)		3,121,257			3,762,648			3,121,257			3,763,456
Business integration costs			-			-			836,317			-
Exchange listing expense-			-			1,050,635			-
Gain on change in fair value of consideration payable (Note 16)		(1,312,354)			-			(1,208,096)		-
		2,282,738			4,033,785			5,526,979			4,795,083
Income (loss) before income tax		(5,219,274)					(1,473,912)		(10,158,832)		3,111,030
Provision for income taxes
Current (Note 10)		982,996			449,014			1,790,594			1,933,671
Deferred (Note 10)		553,381			(143,696)			(415,902)			(395,630)
Net income (loss)		(6,755,651)					(1,779,230)		(11,533,524)		1,572,989
Other comprehensive income (loss)
Items to be reclassified to net income
Change in fair value of interest rate
swaps, net of tax (Note 9)		898,970			122,238			1,050,029			214,077
Comprehensive income (loss)		(5,856,681)					(1,656,992)		(10,483,495)		1,787,066
Earnings per share
Basic (Note 11(iii))			(0.212)	$		(0.112)		$	(0.363)		$	0.103	$
Diluted (Note 11(i i))			(0.212)	$		(0.112)		$	(0.363)		$	0.101	$
Weighted average number
of shares outstanding (Note 11(i i))
Basic		31,806,844					15,911,529		31,749,708		15,341,613
		Diluted		31,806,844					15,911,529		31,749,708		15,599,053


The accompanying notes are an integral part of these condensed consolidated interim financial statements. The comparative
periods have been retrospectively adjusted to reflect the change in presentation currency from Canadian dollars to US dol ars
(Note 2).
	4


Sangoma Technologies Corporation
Condensed consolidated interim statements of changes in shareholders' equity
For the nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)
		Number of	Shares	Accumulated other	Total
		common			Share	to be	Contributed	comprehensive			Retained	shareholders'
		shares			capital	issued	surplus	Income (loss)					earnings (deficit)	equity
					$			$	$	$	$	$
Balance, June 30, 2020		10,869,676											47,423,358							-			1,788,397							(585,104)				6,247,525			54,874,176
Net income															-		-					-							-			-				1,572,989		1,572,989
Change in fair value of interest rate swaps,
net of tax (Note 9)															-		-					-							-							214,077			-	214,077
Common shares reserved for issuance
related to business combination (Note 20)															-		-					192,101,973							-			-				-		192,101,973
Common shares issued
for transaction cost payment (Note 11(i))		18,456											330,460							-						-		-				-			330,460
Common shares issued
through business combination(Note20)		3,018,685											66,873,399							-						-		-				-			66,873,399
Common shares issued
through short form prospectus, net of costs (Note 11(i))		5,000,857											56,295,235							-						-		-				-			56,295,235
Common shares issued
for options exercised (Note 11(i))		61,036											170,469							-			(57,680)				-			-			112,789
Share-based compensation expense (Note 11(i ))															-		-					-			912,905					-				-			912,905
Balance, March 31, 2021		18,968,710											171,092,921		192,101,973				2,643,622					(371,027)		7,820,514		373,288,003
Balance, June 30, 2021		19,021,644											172,461,915		192,101,973				5,392,954					(333,315)		6,530,071		376,153,598
Net loss															-		-					-							-			-				(11,533,524)		(11,533,524)
Change in fair value of interest rate swaps,
net of tax (Note 9)															-		-					-							-							1,050,029			-	1,050,029
Common shares issued
through business combination (Note 11(i), 20)		1,494,536											16,681,970							-						-		-				-			16,681,970
Deferred tax benefit on share issuance costs (Note 10)															-		138,259					-							-			-				-		138,259
Common shares issued
for options exercised (Note 11(i))		49,014											633,907							-			(214,397)				-			-			419,510
Rounding of fractional shares
after share consolidation (Note 2)															(30)		-					-							-			-				-		-
Share-based compensation expense (Note 11(i ))															-		-					-			8,988,359					-				-			8,988,359
		Balance, March 31, 2022			20,565,164											189,916,051		192,101,973			14,166,916				716,714			(5,003,453)			391,898,201



The accompanying notes are an integral part of these condensed consolidated interim financial statements. The comparative periods have been retrospectively adjusted to reflect
the change in presentation currency from Canadian dollars to US dollars (Note 2).
	5


Sangoma Technologies Corporation
Condensed consolidated interim statements of cash flows
For the nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)
		2022	2021
Operating activities		$	$
				Net income (loss)	(11,533,524)	1,572,989
				Adjustments for:
				Depreciation of property and equipment (Note 5)	1,463,861	455,360
				Depreciation of right-of-use assets (Note 17)	2,236,909	1,760,655
				Amortization of intangible assets (Note 6)	22,936,057	4,398,899
				Amortization of development costs (Note 7)	859,703		1,054,787
				Income tax expense (recovery) (Note 10)	1,374,692	1,538,041
				Income tax paid	(2,210,759)	(1,197,933)
				Share-based compensation expense (Note 11(i ))	8,988,359	912,905
				Interest on obligation on right-of-use assets (Note 17)	303,661		252,309
				Unrealized foreign exchange gain	(269,165)		(503,911)
				Gain on lease modification (Note 17)	(105,223)		(7,460)
				Loss on disposal of property and equipment (Note 5)	195,508		-
				Gain on change in fair value of consideration payable	(1,208,096)	-
				Changes in working capital
				Trade receivables	(1,675,976)	(1,277,142)
				Inventories	(3,959,628)	(350,850)
				Contract assets	(1,770,747)	3,213,279
				Other current assets	(751,205)		(362,431)
				Sales tax payable	(651,900)		(231,756)
				Accounts payable and accrued liabilities	(769,995)		3,093,854
				Provisions	(164,308)		(37,311)
				Contract liabilities	(1,779,758)	(746,315)
Net cash flows from operating activities					11,508,466	13,537,969
Investing activities
				Purchase of property and equipment (Note 5)	(1,122,684)	(359,305)
				Development costs (Note 7)	(1,672,761)	(1,178,404)
				Business combinations, net of cash and cash
				equivalents acquired (Note 20)	(46,708,000)	(105,561,966)
Net cash flows used in investing activities					(49,503,445)	(107,099,675)
Financing activities
				Proceeds from operating facility and loan (Note 9)	45,000,000	52,500,000
				Repayments of operating facility and loan (Note 9)	(10,912,500)	(10,950,000)
				Repayment of right-of-use lease obligation (Note 17)	(2,368,794)	(1,381,642)
				Issuance of common shares through
				short form prospectus, net (Note 11(i))	-		56,295,235
				Issuance of common shares for stock options exercised (Note 11(i)	419,510		112,789
Net cash flows from financing activities					32,138,216	96,576,382

(Decrease) Increase in cash and cash equivalents					(5,856,763)	3,014,676
Cash and cash equivalents, beginning of the period					22,095,596	19,995,497
Cash and cash equivalents, end of the period					16,238,833	23,010,173


The accompanying notes are an integral part of these condensed consolidated interim financial statements. The comparative
periods have been retrospectively adjusted to reflect the change in presentation currency from Canadian dollars to US dollars
(Note 2).
	6

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

1.		General information Founded in 1984, Sangoma Technologies Corporation (“Sangoma” or the “Company”) is publicly traded
		on the Toronto Stock Exchange (TSX: STC) and NASDAQ (NASDAQ: SANG). The Company’s shares
		were traded on the TSX Venture Exchange under the symbol STC until November 1, 2021, at which point
		the Company’s shares commenced trading on the TSX. In conjunction with listing on the TSX, the
		Company’s shares were delisted from the TSX Venture Exchange. The Company’s shares commenced
		trading on NASDAQ on December 16, 2021. The Company was incorporated in Canada, its legal name
		is Sangoma Technologies Corporation and its primary operating subsidiaries for fiscal 2022 are Sangoma
		Technologies Inc., Sangoma US Inc., VoIP Supply LLC, Digium Inc., VoIP Innovations LLC, Star2Star
		Communications LLC, and NetFortris Corporation. Sangoma is a leading provider of hardware and software components that enable or enhance Internet
		Protocol Communications Systems for both telecom and datacom applications. Enterprises, smal to
		medium sized businesses (“SMBs”) and telecom operators in over 150 countries rely on Sangoma’s
		technology as part of their mission critical infrastructures. The product line includes data and telecom
		boards for media and signal processing, as well as gateway appliances and software. The Company is domiciled in Ontario, Canada. The address of the Company’s registered office is 100
		Renfrew Dr., Suite 100, Markham, Ontario, L3R 9R6 and the Company operates in multiple jurisdictions.
2.		Significant accounting policies Statement of compliance and basis of presentation

		The accompanying condensed consolidated interim financial statements have been prepared in
		accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting. The
		condensed consolidated interim financial statements do not include all the information required for annual
		consolidated financial statements and should be read in conjunction with the Company’s audited
		consolidated financial statements for the year ended June 30, 2021. These condensed consolidated interim financial statements were, at the recommendation of the audit
		committee, approved and authorized for issuance by the Company’s Board of Directors on May 12, 2022. These condensed consolidated interim financial statements were prepared using the same basis of
		presentation, accounting policies and methods of computation as those of the audited consolidated
		financial statements for the year ended June 30, 2021, except for the change in presentation currency of
		the Company from Canadian dollars to US dollars described below: Change in presentation currency of the Company Effective July 1, 2021, the Company elected to change the presentation currency in its condensed
		consolidated interim financial statements from Canadian dollars to US dollars, which was applied on a
		retrospective basis. Since July 1, 2020, the Company and all of its significant wholly-owned operating subsidiaries are
		measured in US dollar as the functional currency. The US dollar translated amounts of nonmonetary
		assets and liabilities as at July 1, 2020 became the historical accounting basis for those assets and
		liabilities at July 1, 2020. Transactions in currencies other than USD are initially recorded in the US dollar
		by applying the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities
		denominated in other than US dollar are revaluated at the foreign exchange rate at the reporting date.
		Foreign exchange differences arising on translation are recognized in the income statement. As both
		functional currency and presentation currency are US dollar, there is no further need to translate for its
		presentation.

	7

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

2.		Significant accounting policies (continued) Change in presentation currency of the Company (continued) A change in presentation currency represents a change in an accounting policy in terms of IAS
		8 Accounting Policies, Changes in Accounting Estimates and Errors. The Company has retrospectively
		applied the change to its comparative information for the three and nine month periods ended March 31,
		2021 and for the fiscal year ended June 30, 2021 and June 30, 2020 by removing the translation
		adjustments applied in prior year’s statements and reverting to present the amounts and balances in their
		US dollar functional currency. It should be noted that the functional currencies of the Company’s primary economic environments in
		which underlying businesses operate remain unchanged and that foreign exchange exposures wil
		therefore be unaffected by the change, albeit that the effects of such exposures wil be presented in US
		dollar. Al other accounting policies remain consistent with those adopted in the audited consolidated
		financial statements for the year ended June 30, 2021. Share consolidation (reverse stock split)
		On November 2, 2021, the Company implemented a consolidation (the “reverse stock split”) of its
		outstanding Common Shares on the basis of one new Common Share for every seven currently
		outstanding Common Shares (the “Consolidation Ratio”). At the special meeting of the Company’s
		shareholders held on September 23, 2021, the Company’s shareholders granted the Company’s Board
		of Directors discretionary authority to implement a consolidation of the issued and outstanding common
		shares of the Company on the basis of a consolidation ratio of up to 20 pre-consolidation common shares
		for one post-consolidation common share. The Board of Directors selected a share consolidation ratio of
		seven pre-consolidation common shares for one post-consolidation common share. The Company’s
		common shares began trading on the TSX on a post-consolidation basis under the Company’s existing
		trade symbol "STC" on November 8, 2021. In accordance with International Financial Reporting Standards
		(“IFRS”), the change has been applied retrospectively.

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

		IAS 33 Earnings per Share (paragraph 64) requires retrospective adjustment of earnings per share for a
		reverse stock split that occurs subsequent to the balance sheet date but before the date of authorization
		of the statements. As a result, all disclosures of common shares, per common share data and data related
		to options in the accompanying condensed consolidated interim financial statements and related notes
		reflect this reverse stock split for all periods presented.
3.		Significant accounting judgments, estimates and uncertainties
		Except for the change in the Company’s presentation currency, these unaudited condensed consolidated
		interim financial statements were prepared using the same basis of presentation, accounting policies and
		methods of computation as those of the audited consolidated financial statements for the year ended June
		30, 2021 and which are available at www.sedar.com. They were prepared using the same critical
		estimates and judgments in applying the accounting policies as those of the audited consolidated financial
		statements for the year ended June 30, 2021.

	8

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

4.		Inventories Inventories recognized in the consolidated statements of financial position are comprised of:
			March 31,	June 30,
				2022	2021
				$	$
		Finished goods	11,953,697			8,422,594
		Parts	5,111,110			3,902,439
			17,064,807			12,325,033
		Provision for obsolescence	(595,844)			(504,910)
		Net inventory carrying value	16,468,963			11,820,123


	9

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

5.				Property and equipment

	Office furniture					Stockroom
	and computer				Software and	and production	Tradeshow	Leasehold
	equipment	books				equipment	equipment	improvements	Total
Cost					$					$	$		$	$	$
Balance at June 30, 2020												1,989,536	412,766				1,290,759					47,210							321,787		4,062,058
Additions through business combinations (Note 20)												473,123					-	4,861,810			-				-		5,334,933
Additions												867,227	3,990										235,053				-					26,676	1,132,946
Disposals-						-										(132,789)			-				-	(132,789)
Balance at June 30, 2021												3,329,886	416,756				6,254,833					47,210							348,463					10,397,148
Additions through business combination (Note 20)												931,641					-	3,240,301			-				-		4,171,942
Additions												780,425	40,602										189,454				-					112,203	1,122,684
Disposals												(17,657)					-							(170,102)					-				(10,275)		(198,034)
Balance at March 31, 2022												5,024,295	457,358				9,514,486					47,210							450,391					15,493,740
Accumulated depreciationBalance at June 30, 2020
												995,761	223,697										491,742							39,063				109,208		1,859,471
Depreciation expense												375,727	90,498										380,338				1,806					36,293	884,662
Balance at June 30, 2021												1,371,488	314,195										872,080							40,869				145,501		2,744,133
Depreciation expense												482,169	71,864										879,250				890					29,688	1,463,861
Disposals-						-										(1,350)			-				(1,176)	(2,526)
Balance at March 31, 2022												1,853,657	386,059				1,749,980					41,759							174,013		4,205,468
Net book value as at:
Balance at June 30, 2021												1,958,398	102,561				5,382,753			6,341						202,962		7,653,015
Balance at March 31, 2022												3,170,638	71,299				7,764,506			5,451						276,378						11,288,272


For the three and nine month periods ended March 31, 2022, depreciation expense of $242,259 and $738,015 (three and nine month periods ended March 31, 2021
- $151,331 and $455,360) was recorded in general and administration expense in the condensed consolidated interim statements of income (loss) and comprehensive
income (loss). Depreciation expense in the amounts of $237,935 and $725,846 were included in cost of sales for the three and nine month periods ended March 31,
2022 (three and nine month periods ended March 31, 2021 - $nil).
			10

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)


				6.	Intangible assets
						Other
	Copyright	Purchased					Customer	purchased
	to software							technology	Website	relationships		Brand	intangibles*	Total
											$	$							$	$	$	$	$
				Cost
				Balance at June 30, 2020	2,163,532											8,523,164										173,690	29,855,518				6,787,317				2,748,066					50,251,287
				Business combinations (Note 20)							-				86,800,000							-		82,400,000							-		-					169,200,000
				Balance at June 30, 2021	2,163,532											95,323,164										173,690	112,255,518				6,787,317				2,748,066					219,451,287
				Business combinations (Note 20)							-				16,543,863							-		13,535,886							-		-					30,079,749
				Cost fully amortized	(2,163,532)													-		(173,690)										-			-	-					(2,337,222)
				Balance at March 31, 2022							-				111,867,027		-	125,791,404							6,787,317				2,748,066						247,193,814
				Accumulated amortization
				Balance at June 30, 2020	2,163,532											3,034,665										173,690	5,436,705				1,449,052				1,153,036					13,410,680
				Amortization expense							-				4,774,716							-		5,898,778						686,021		702,639					12,062,154
				Balance at June 30, 2021	2,163,532											7,809,381										173,690	11,335,483				2,135,073				1,855,675					25,472,834
				Cost fully amortized	(2,163,532)													-		(173,690)										-			-	-					(2,337,222)
				Amortization expense							-				11,681,715							-		10,216,468						513,419		524,455					22,936,057
				Balance at March 31, 2022							-				19,491,096							-		21,551,951						2,648,492		2,380,130					46,071,669
				Net book value as at:
				Balance at June 30, 2021							-				87,513,783							-						100,920,035				4,652,244				892,391					193,978,453
				Balance at March 31, 2022							-				92,375,931							-						104,239,453				4,138,825				367,936					201,122,145
				* Other purchased intangibles include non-compete agreements and backlog. Amortization expense is included in general and administration expense in the consolidated statements of income (loss) and comprehensive income (loss).
				For the three and nine month periods ended March 31, 2022, amortization expenses were $7,637,909 and $22,936,057 (three and nine month periods ended
				March 31, 2021 - $1,468,140 and $4,398,899).
			11

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

7.		Development costs
	$
		Cost
		Balance at June 30, 2020	17,284,963
		Additions	1,551,158
		Investment tax credits	(448,347)
		Cost fully amortized	(15,028,049)
		Balance at June 30, 2021	3,359,725
		Additions	1,672,761
		Balance at March 31, 2022	5,032,486
		Accumulated amortization
		Balance at June 30, 2020	(15,485,158)
		Amortization	(1,369,830)
		Cost fully amortized	15,028,049
		Balance at June 30, 2021	(1,826,939)
		Amortization	(859,703)
		Balance at March 31, 2022	(2,686,642)
				March 31, 2022	June 30, 2021
					$	$
		Net capitalized development costs				2,345,844	1,532,786
		Each period, additions to development costs are recognized net of investment tax credits accrued. In
		addition to the above amortization, the Company has recognized $7,893,572 and $23,497,059 of
		engineering expenditures as an expense during the three and nine months periods ended March 31, 2022
		(three and nine month periods ended March 31, 2021 - $4,804,913 and $12,899,430).
8.
		Goodwil The carrying amount and movements of goodwil was as follows:
	$
		Balance at June 30, 2020	32,295,582
		Addition through business combinations (Note 20)	235,102,159
		Balance at June 30, 2021	267,397,741
		Addition through business combinations (Note 20)	40,111,105
		Balance at March 31, 2022	307,508,846

		For the nine month period ended March 31, 2022, the addition to goodwil was from the acquisition of
		NetFortris Corporation on March 28, 2022 and M2 on July 16, 2021 (Note 20). The addition to goodwil for
		the year ended June 30, 2021 was from the acquisition of StarBlue Inc. on March 31, 2021 (Note 20).

	12

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

9.			Operating facility and loan and derivative liability (a) Operating facility and loan

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

				The interest rates charged were based on Prime rate, US Base rate, London Inter-Bank Offered
				Rate (LIBOR) or Canadian Dollar Offered Rate (CDOR) plus the applicable margin. Under the
				terms of these term facilities, the Company may convert the loans from variable to a fixed loan.
				The Company was required to lock in the interest rate on one half of the term loan within three
				months of each draw down. On January 21, 2020, the Company converted its US Base Rate loan
				to a one-month LIBOR loan plus the credit spread based on the syndicated loan agreement
				entered on October 18, 2019. Separately, as required under the agreement, the Company locked
				in half of the original loan amount by entering a 5-year interest rate credit swap with the two banks
				for $8,700,000 each. On March 28,2022 the credit agreement was amended and the LIBOR rate
				was replaced with the Secured Overnight Financing Rate (SOFR). The repayment schedule for
				the loan has not been impacted by these changes. The balance outstanding against this term
				loan facility as of March 31, 2022 is $20,300,000 (June 30, 2021 - $24,650,000). As at March 31,
				2022, term loan facility balance of $5,800,000 (June 30, 2021 - $5,800,000) is classified as current
				and $14,500,000 (June 30, 2021 - $18,850,000) as long-term in the condensed consolidated
				interim statements of financial position.

			(ii)	The Company also had revolving credit facilities which included a committed revolving credit
				facility for up to CAD $8,000,000 and a committed swingline credit facility for up to CAD
				$2,000,000 both of which may be used for general business purposes. On April 3, 2020, the
				Company drew down $1,300,000 ($1,838,460 CAD) on the swingline credit facility available
				under the Credit Agreement. On April 17, 2020, the Company drew down $5,300,000 ($7,439,610
				CAD) from the revolving credit facility. During August 2020, the Company paid back in full the
				outstanding amounts on the swingline credit facility and the revolving credit facility. Both facilities
				remain fully available to the Company.

			(iii)	On March 31, 2021, the Company amended its term loan facility with its lenders and drew down
				an additional $52,500,000 to fund part of the acquisition of StarBlue Inc. At the time of the draw
				down of the additional amounts, the following amendments were made to the agreement:

	•	The provision for additional funding related to VoIP Innovations under the original
	agreement was no longer necessary and was cancelled.
	•	The swingline facility was converted from CAD $2,000,000 to USD $1,500,000.
	•	The revolver facility was converted from CAD $8,000,000 to USD $6,000,000.
	•	The debt to equity ratio calculation now allows the Company to offset up to US
	$10,000,000 of unrestrained funds against the outstanding amount of the debt.

				The interest rates charged continued to be based on Prime rate, US Base rate, London Inter-
				Bank Offered Rate (LIBOR) or Canadian Dollar Offered Rate (CDOR) plus the applicable margin
				until March 28, 2022 when the LIBOR rate was replaced with the Secured Overnight Financing
				Rate (SOFR). The incremental draw is repayable, on a straight-line basis, through quarterly
				payments of $2,187,500 and is due to mature on October 18, 2024. As at March 31, 2022,
				$8,750,000 (June 30, 2021 - $8,750,000) of the incremental facility is classified as current and
				$35,000,000 (June 30, 2021 – $41,562,500) is classified as long-term in the condensed
				consolidated interim statements of financial position.

		13

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

9.		Operating facility and loan and derivative liability (continued) (iv)
			On March 28, 2022, the Company amended its term loan facility with its lenders and drew down
			an additional $45,000,000 to fund part of the acquisition of NetFortris Corporation. At the time of
			the draw down of the additional amounts, the interest rates charged were based on Prime Rate
			Loans, U.S. Base Rate Loans, U.S. Prime Rate Loans, Secured Overnight Financing Rate
			(SOFR) or Canadian Dollar Offered Rate (CDOR) plus the applicable margin. The incremental
			draw is repayable, on a straight-line basis, through quarterly payments of $1,875,000 and is due
			to mature on March 28, 2027. As at March 31, 2022, $7,500,000 (June 30, 2021 - $nil) of the
			incremental facility is classified as current and $37,500,000 (June 30, 2021 – $nil) is classified as
			long-term in the condensed consolidated interim statements of financial position.


		For the three month and nine month periods ended March 31,2022, the Company incurred interest costs
		to service the borrowing facilities in the amount of $423,855 and $1,460,792 (for the three month and nine
		month periods ended March 31, 2021 - $227,516 and $830,748). During the nine month period ended
		March 31, 2022, the Company borrowed $45,000,000 (nine month period ended March 31, 2021 -
		$52,500,000) in operating facility and loans and repaid $10,912,500 (nine month period ended March 31,
		2021 – 10,950,000).

		Under its credit agreements with its lenders, the Company must satisfy certain financial covenants,
		principally in respect of total funded debt to earnings before interest, taxes and amortization (“EBITDA”),
		and debt service coverage ratio. As at March 31, 2022 and June 30, 2021, the Company was in
		compliance with all covenants related to its credit agreements.

		(b) Derivative liability

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

		On January 21, 2020, the Company converted its US Base Rate loan to a one-month LIBOR loan plus the
		credit spread based on the syndicated loan agreement entered into on October 18, 2019. Separately, as
		required under the agreement, the Company locked in half of the original loan amount by entering into a
		5-year interest rate credit swap with the two banks for $8,700,000 each to manage its exposure to changes
		in LIBOR-based interest rates. On March 28,2022 the underlying credit agreement was amended and the
		LIBOR rate was replaced with the Secured Overnight Financing Rate (SOFR). The interest rate swap
		hedges the variable cash flows associated with the borrowings under the loan facility, effectively providing
		a fixed rate of interest for five years of the six-year loan term.

		The interest rate swap arrangement with two banks became effective on January 31, 2020, with a maturity
		date of December 31, 2024. The notional amount of the swap agreement at inception was $17,400,000
		and decreases in line with the term of the loan facility. Effective March 31, 2022, Sangoma US Inc. entered
		into a fixed rate swap transaction worth $43,750,000 over a five year period and terminating on February
		28, 2027. As of March 31, 2022, the notional amount of the interest rate swaps was $54,341,304 (June
		30, 2021 – $12,860,870). The interest rate swaps have a weighted average fixed rate of 1.80% (June 30,
		2021 – 1.65%) and have been designated as effective cash flow hedges and therefore qualify for hedge
		accounting.

	14

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

9.		Operating facility and loan and derivative liability (continued) (b) Derivative liability

		As at March 31, 2022, the fair value of the interest rate swap assets were valued at $716,714 (June 30,
		2021 liability was valued at $333,315) and was recorded as derivative liability in the condensed
		consolidated interim statements of financial position. For the three and nine month periods ended March
		31, 2022, the change in fair value of the interest rate swaps, net of tax, was a gain of $898,970 and
		$1,050,029 (three and nine month periods ended March 31, 2021 – gain of $122,238 and $214,077) was
		recorded in other comprehensive income (loss) in the condensed consolidated interim statements of
		income (loss) and comprehensive income (loss). The fair value of interest rate swap is determined based
		on the market conditions and the terms of the interest rate swap agreement using the discounted cash
		flow methodology. Any differences between the hedged SOFR rate and the fixed rate are recorded as
		interest expense on the same period that the related interest is recorded for the loan facility based on the
		SOFR rate.


10. Income tax
		The Company income tax expense is determined as fol ows:

							Three month periods		Nine month periods
			ended March 31,		ended March 31,
			2022	2021	2022	2021
		Statutory income tax rate	26.37%	26.30%	26.37%	26.30%
			$	$	$	$
		Net income (loss) before income taxes					(5,219,274)		(1,473,912)	(10,158,832)	3,111,030
				-
		Expected income tax expense					(1,376,139)		(388,607)			(2,678,494)		820,251
		Difference in foreign tax rates	13,141					(563)			22,789				(37,645)
		Tax rate changes and other adjustments	9,351					24,874			9,358				22,889
		Share based compensation					1,195,980		225,062			2,369,855		224,895
		Other non deductible expenses	13,996					20,151			57,860				83,250
		True-up of prior years	(8)					-			(22,601)				-
		Business acquisition costs	528,036					424,401			528,036				424,401
		Gain on consideration payable	(322,314)					-			(296,708)				-
		Stock options deduction revaluation adjustment					1,483,678		-			1,384,597		-
		Changes in tax benefits not recognized	(9,344)					-			-				-
		Income tax (recovery) expense					1,536,377		305,318			1,374,692		1,538,041
		The Company's income tax expense is al ocated as follow	$	$	$	$
		Current tax expense	982,996					449,014			1,790,594		1,933,671
		Deferred income tax (recovery) expense	553,381					(143,696)			(415,902)				(395,630)
		Income tax (recovery) expense					1,536,377		305,318			1,374,692		1,538,041





	15

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

10. Income tax (continued)
		The following table summarizes the components of deferred tax assets (liabilities):
			March 31,	June 30,
					2022	2021
					$	$
		Deferred income tax assets and liabilities
		Non-deductible reserves - Canadian	371,254		316,605
		Non-deductible reserves - USA	5,301,565		4,711,599
		SR&ED investment tax credits, net of 12(1)(x)	1,457,391		1,457,466
		Property and equipment - Canadian	(158,225)		(211,565)
		Property and equipment - USA	(2,409,320)		(1,492,571)
		Deferred development costs	(608,339)		(608,370)
		Intangible assets including goodwil - Canadian	(88,039)		(81,574)
		Intangible assets including goodwil - USA	(44,366,218)		(41,967,482)
		Non-capital losses carried forward - USA	18,803,264		5,159,051
		Non-capital losses carried forward - Canadian	103,464		-
		Capital losses carried forward and other - Canadian	3,528		3,528
		Right of use assets net of obligations - Canadian	38,087		29,988
		Right of use assets net of obligations - USA	165,877		148,445
		Share issuance costs - Canadian	1,035,086		1,146,005
		Acquisition costs & other - USA	386,380		420,608
		Stock options - USA	6,875,116		8,259,714
		Net deferred income tax liabilities	(13,089,129)		(22,708,553)

		Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same
		taxation authority and the Company has the legal right and intent to offset. The following table shows the
		movement in net deferred tax assets (liabilities):
			March 31,	June 30,
					2022	2021
							$	$
		Balance at the beginning of the period	(22,708,553)		3,879,665
		Recognized in profit/loss	415,902		(2,167,141)
		Recognized in goodwil	9,065,370		(25,462,043)
		Recognized in equity	138,258		1,162,220
		Recognized in deferred development costs					-		(123,917)
		Other foreign exchange movement			(106)		2,663
		Balance at the end of the period	(13,089,129)		(22,708,553)





	16

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

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

				March 31,	June 30,
						2022	2021
						$	$
		Capital losses carried forward and other - Canadian		40,635		40,637
		Capital losses carried forward - USA		12,884,540		12,884,540


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

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



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

11. Shareholders’ equity
		(i)	Share capital The Company’s authorized share capital consists of an unlimited number of common shares
			without par value. As at March 31, 2022 and 2021, the Company’s issued and outstanding
			common shares consist of the following:
	17

Sangoma Technologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and nine month periods ended March 31, 2022 and 2021

(Unaudited in US dollars)

11. Shareholders’ equity(continued)

(i)

Share capital(continued)

Three month periods

Nine month periods

ended March 31,

2022

2021

2022

2021

Shares issued and outstanding:Outstanding, beginning of the period

19,061,208

15,908,469

19,021,644

10,869,676

Shares issued for business combinations (Note 20)

3,018,685

Shares issued for acquisition costs (Note 20)

1,494,536

18,456

1,494,536

18,456

Shares issued through short form prospectus

5,000,857

Shares issued upon exercise of options

9,420

23,100

49,014

61,036

Rounding of fractional shares in 2021 after share consolidation

(30)

Outstanding, end of the period

20,565,164

18,968,710

20,565,164

18,968,710

On March 28, 2022, the Company acquired NetFortris Corporation and issued 1,494,536 common shares

valued in the amount of $16,681,970 as part of the consideration (Note 20).

On March 31, 2021, the Company acquired StarBlue Inc. and issued 3,018,685 common shares valued

in the amount of $66,873,399 as part of the consideration, and 18,456 common shares valued in the

amount of $330,460 as part of the acquisition costs (Note 20). Under the terms of the agreement, a further

12,695,600 common shares valued in the amount of $192,101,973 wil be issued in instalments over

fourteen quarters commencing on April 1, 2022. The $192,101,973 discounted value of the 12,695,600

common shares not yet issued is recorded as shares to be issued in the condensed consolidated interim

statements of changes in shareholders’ equity.

On July 30, 2020, the Company closed its short-form prospectus offering with 5,000,857 common shares

being issued at a price of CAD$16.10 per common share including 652,285 common shares issued upon

the exercise in full of the over-allotment option grant to the Underwriter for aggregate gross proceeds of

CAD $80,513,800 and net proceeds of CAD $75,283,264 ($56,295,235).

During the three and nine month periods ended March 31, 2022, a total of 9,420 and 49,014 (three and

nine month periods ended March 31, 2021 – 23,100 and 61,036) options were exercised for cash

consideration of $73,027 and $419,510, (three and nine month periods ended March 31, 2021 - $45,281

and $112,789) and the Company recorded a charge of $36,690 and $214,397 (three month and nine

month periods ended March 31,2021 - $21,196 and $57,680) from contributed surplus to share capital.

(ii) Stock options

During the year ended June 30, 2020, the shareholders of the Company amended the stock option plan

(the “plan”) for officers, employees and consultants of the Company. The number of common shares that

may be set aside for issuance under the plan (and under all other management stock option and employee

stock option plans) is limited to 10% of the outstanding common shares of the corporation provided that

the Company complies with the provisions of policies, rules and regulations of applicable securities

legislation. The maximum number of common shares that may be reserved for issuance to any one person

under the plan is 5% of the common shares outstanding at the time of grant (calculated on a non-diluted

basis) less the number of common shares reserved for issuance to such person under any stock option

to purchase common shares granted as a compensation or incentive mechanism. Any common shares

subject to a stock option, which for any reason are terminated, cancelled, exercised, expired, or

surrendered wil be available for a subsequent grant under the plan, subject to regulatory requirements.

Sangoma Technologies Corporation

Notes to the condensed consolidated interim financial statements

For the three and nine month periods ended March 31, 2022 and 2021

(Unaudited in US dollars)

11. Shareholders’ equity (continued)

(ii) Stock options(continued)

The stock option price of any common shares cannot be less than the closing price or the minimum price

as determined by applicable regulatory authorities of the relevant class or series of shares, on the day

immediately preceding the day on which the stock option is granted. Stock options granted under the plan

may be exercised during a period not exceeding five years from the date of grant, subject to earlier

termination on the termination of the optionee’s employment, on the optionee’s ceasing to be an employee,

officer or director of the Company or any of its subsidiaries, as applicable, or on the optionee’s retiring,

becoming permanently disabled or dying, subject to certain grace periods to allow the optionee or his or

her personal representative time to exercise such stock options. The stock options are non-transferable.

The plan contains provisions for adjustment in the number of common shares issuable thereunder in the

event of the subdivision, consolidation, reclassification or change of the common shares, a merger, or

other relevant changes in the Company’s capitalization. The board of directors may, from time to time,

amend or revise the terms of the plan or may terminate the plan at any time.

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

Number

Weighted

Measurement date

of options

average price

Balance, June 30, 2020

642,600

8.52

Granted

814,286

26.39

Exercised

(61,036)

1.78

Expired

(3,429)

8.25

Forfeited

(36,984)

11.00

Balance, March 31,2021

1,355,437

19.49

Balance, June 30, 2021

1,587,310

19.89

Granted

340,714

17.59

Exercised

(49,014)

8.59

Expired

(154,408)

27.04

Forfeited

(664,373)

24.63

Rounding of fractional shares

(135)

Balance, March 31, 2022

1,060,094

15.67

The Company uses the fair value method to account for all share-based awards granted to employees,

officers, and directors. The estimated fair value of stock options granted is determined using the Black-

Scholes option pricing model and is recorded as a charge to income over the vesting period of the stock

options, with a corresponding increase to contributed surplus. Stock options are granted at a price equal

to or above the fair value of the common shares on the day immediately preceding the date of the grant.

The consideration received on the exercise of stock options is added to stated capital at the time of

exercise.

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

11. Shareholders’ equity (continued)
			(ii) Stock options (continued) On September 30, 2021, the Company granted 285,714 stock options to employees, officers, and directors
			at a strike price of $18.62 vesting over a period of four years. On March 30, 2022 the Company granted
			55,000 options to employees and officers with a strike price of $14.09 vesting over a period of four years.
			On February 9, 2021, the Company granted 814,286 stock options to employees, officers, and directors
			at a strike price of $26.39 vesting over a period of four years
								Nine month periods
								ended March 31,
	2022					2021
			Share price	17.59							$	$26.39
			Exercise price	17.59							$	$26.39
			Expected volatility	59.75%						65.58%
			Expected option life	5 years						4 years
			Risk-free interest rate	0.93%						0.33%
			The following table summarizes information about the stock options outstanding and exercisable at the
			end of each period:
							March 31, 2022	March 31, 2021
					Number of stock options				Weighted average	Number of stock		Weighted average
					outstanding and	remaining contractual									options outstanding and	remaining contractual
			Exercise price				exercisable	life	exercisable	life
													$1.01 - $3.00	-					-			44,004	0.23
													$3.01 - $5.00	21,323					0.75			22,827	1.75
													$5.01 - $7.00	65,644					1.74			56,214	2.74
			$7.01 - $10.00	-								-					6,976			3.17
			$10.01 - $15.00	95,433								3.18					-			-
													$15.01-$27.00	39,639					3.86			-	-
									222,039				2.64					130,021			1.74

			For the three and nine month periods ended March 31, 2022, the Company recognized share-based
			compensation expense in the amount of $4,536,098 and $8,988,359 (three and nine month periods ended
			March 31, 2021 - $628,527 and $912,905).

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


		20

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

11. Shareholders’ equity (continued)
		(iii) Earnings per share (continued)
					Nine month periods	Three month periods
			ended March 31,		ended March 31,
			2022	2021	2022	2021
Number of shares:
Weighted average number of shares outstanding			19,111,244			15,911,529		19,054,108	15,341,613
Shares to be issued			12,695,600	-			12,695,600	-
Weighted average number of shares used in basic earnings per share			31,806,844	15,911,529	31,749,708	15,341,613
Shares deemed to be issued in respect of options and warrants			-						-			-				257,440
Weighted average number of shares used in diluted earnings per share			31,806,844	15,911,529	31,749,708	15,599,053
Net income (loss) for the period			(6,755,651)						(1,779,230)				(11,533,524)	1,572,989
Earnings per share:
Basic earnings (loss) per share			(0.212)					$	(0.112)		$	(0.363)			$	0.103			$
		Diluted earings (loss) per share					(0.212)					$	(0.112)	$	(0.363)		$	0.101		$
		Under the terms of the StarBlue Inc. share purchase agreement, a further 12,695,600 shares will be issued
		in instalments over the fourteen quarters commencing on April 1, 2022.
12. Related parties
		The Company’s related parties include key management personnel and directors. Unless otherwise
		stated, none of the transactions incorporated special terms and conditions and no guarantees were given
		or received. Outstanding balances payable are usual y settled in cash and relate to director fees. The Company had incurred no related party transactions during the nine month period ended March 31,
		2022 (nine month period ended March 31, 2021 - $nil) and had no outstanding balance with related parties
		as at March 31, 2022 (June 30, 2021 - $nil).
13. Financial instruments
		The fair values of the cash and cash equivalents, trade receivables, contract assets, other current assets,
		accounts payable and accrued liabilities, consideration payable and derivative assets approximate their
		carrying values due to the relatively short-term nature of these financial instruments or as these financial
		instruments are fair valued at each reporting period. The fair values of operating facility loans and lease
		obligation right of use asset approximate their carrying values due to variable interest loans or fixed rate
		loan, which represent market rate.

		Cash and cash equivalents are comprised of:
				March 31,			June 30,
				2022	2021
									$	$
		Cash at bank and on hand		16,238,833			22,095,596

		Cash includes demand deposits with financial institutions and cash equivalents consist of short-term,
		highly liquid investments purchased with original maturities of three months or less. As at March 31, 2022
		and June 30, 2021, the Company had no cash equivalents.

	21

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

13. Financial instruments (continued)
			Total interest income and interest expense for financial assets or financial liabilities that are not at fair
			value through profit or loss can be summarized as follows:
	Three month periods					Nine month periods
				ended March 31,		ended March 31,
				2022	2021	2022	2021
				$	$	$	$
			Interest income	(37,046)						(35,359)	(37,586)		(51,430)
			Interest expense (Notes 9, 17)	510,881						306,496	1,764,452	1,083,057
			Interest expense (net)	473,835						271,137	1,726,866	1,031,627

			The Company examines the various financial instrument risks to which it is exposed and assesses the
			impact and likelihood of those risks. These risks may include credit risk, liquidity risk, foreign currency risk,
			interest rate risk and market risk. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
			fails to meet its obligations. Where possible, the Company uses an insurance policy with Export
			Development Canada (“EDC”) for its trade receivables to manage this risk and minimize any exposure. The Company’s maximum exposure to credit risk for its trade receivables is summarized as follows with
			some of the over 90-day receivable not being covered by EDC:
					March 31,			June 30,
						2022	2021
						$	$
			Trade receivables aging:
			0-30 days		14,718,922				11,691,613
			31-90 days		3,214,171				2,786,708
			Greater than 90 days		3,315,825				1,350,796
					21,248,918				15,829,117
			Expected credit loss provision		(2,829,540)				(1,094,700)
					18,419,378				14,734,417


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

					March 31,			June 30,
						2022	2021
						$	$
			Expected credit loss provision:
			Expected credit loss provision, beginning balance		(1,094,700)				(431,595)
			Net change in expected credit loss provision during the period		(1,734,840)				(663,105)
			Expected credit loss provision, ending balance		(2,829,540)				(1,094,700)



		22

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

13. Financial instruments (continued)
			The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS
			9, which permits the use of the lifetime expected loss provision for all trade receivables and contract
			assets. The expected credit loss provision is based on the Company’s historical collections and loss
			experience and incorporates forward-looking factors, where appropriate. The provision matrix below
			shows the expected credit loss rate for each aging category of trade receivables.
							Over 30
					Up to 30 days			Over 90 days
	Total						days past
						past due		past due
							due
			Default rates			2.36%	14.55%		60.73%
			Trade receivables							$	21,248,918		$	14,718,922				$ 3,214,171		$	3,315,825
			Expected credit loss provision							$	2,829,540								$	348,074					$	467,652		$	2,013,814
								June 30, 2021
							Over 30
					Up to 30 days			Over 90 days
	Total						days past
						past due			past due
							due
			Default rates			1.80%	16.81%		30.76%
			Trade receivables							$	15,829,117		$	11,691,613				$ 2,786,708		$	1,350,796
			Expected credit loss provision							$	1,094,700								$	210,648					$	468,484		$	415,568

			Substantially all of the Company’s cash and cash equivalents are held with major Canadian or US financial
			institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors
			the Company’s exposure to credit risk under its financial instruments, including with respect to trade
			receivables. Liquidity risk Liquidity risk is the risk that the Company wil not be able to meet its obligations associated with financial
			liabilities. The Company has a planning and budgeting process in place by which it anticipates and
			determines the funds required to support its normal operating requirements. The Company coordinates
			this planning and budgeting process with its financing activities through its capital management process. The Company holds sufficient cash and cash equivalents and working capital, maintained through
			stringent cash flow management, to ensure sufficient liquidity is maintained. The following are the
			undiscounted contractual maturities of significant financial liabilities of the Company as at March 31, 2022:
					For the twelve month periods ended
											March 31,	March 31,	March 31,	March 31,
	2023				2024							2025	2026 Thereafter	Total
	$				$							$	$	$	$
			Accounts payable and accrued liabilities							30,007,513		-										-					-		-			30,007,513
			Sales tax payable							6,172,967		-										-					-		-			6,172,967
			Consideration payable							9,473,116		2,198,383						1,753,775		1,753,775		730,740			15,909,789
			Operating facility and loans							22,050,000					22,050,000	22,050,000	19,150,000					23,750,000	109,050,000
			Lease obligations on right of use assets							4,006,696		3,165,732						2,970,095		2,402,949		6,379,140			18,924,612
			Other non-current liabilities	-											-									-						-	882,910		882,910
										71,710,292					27,414,115				26,773,870		23,306,724				31,742,790		180,947,791


		23

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

13. Financial instruments (continued)
		Foreign currency risk
		A portion of the Company’s transactions occur in a foreign currency (Canadian dol ars (CAD), Euros
		(EUR), and Great British Pounds (GBP)) and, therefore, the Company is exposed to foreign currency risk
		at the end of the reporting period through its foreign denominated cash, trade receivables, contract assets,
		accounts payable and accrued liabilities, and operating facility and loans. As at March 31, 2022, a 10%
		depreciation or appreciation of the CAD, EUR, and GBP against the U.S. dollar would have resulted in an
		approximate $12,397 (March 31, 2021 - $45,779) increase or decrease, respectively, in total
		comprehensive income (loss). Interest rate risk
		The Company’s exposure to interest rate fluctuations is with its credit facility (Note 9) which bears interest
		at a floating rate. As at March 31, 2022, a change in the interest rate of 1% per annum would have an
		impact of approximately $764,000 (March 31, 2021 - $655,500) per annum in finance costs. The Company
		also entered an interest rate swap arrangement for its loan facility (Note 9) to manage the exposure to
		changes in LIBOR-rate based interest rate. The fair value of the interest rate swaps was estimated based
		on the present value of projected future cash flows using the LIBOR forward rate curve. The model used
		to value the interest rate swaps included inputs of readily observable market data, a Level 2 input. As
		described in detail in Note 9, the fair value of the interest rate swaps was an asset of $716,714 on March
		31, 2022 (June 30, 2021 was a liability of $333,315).
14. Capital management
		The Company’s objectives in managing capital are to safeguard the Company’s assets, to ensure
		sufficient liquidity to sustain the future development of the business via advancement of its significant
		research and development efforts, to conservatively manage financial risk and to maximize investor,
		creditor, and market confidence. The Company considers its capital structure to include its shareholders’
		equity and operating facilities and loans. Working capital is optimized via stringent cash flow policies
		surrounding disbursement, foreign currency exchange and investment decision-making. There have been
		no changes in the Company’s approach to capital management during the period and apart from the
		financial covenants as discussed in Note 9, the Company is not subject to any other capital requirements
		imposed by external parties.
15. Contract liabilities
		Contract liabilities, which includes deferred revenues, represent the future performance obligations to
		customers in respect of services or customer activation fees for which consideration has been received
		upfront and is recognized over the expected term of the customer relationship. Contract liabilities as at
		March 31, 2022 and June 30, 2021 are below:

		Opening balance, June 30, 2020	10,820,098
		Revenue deferred during the year	19,775,691
		Deferred revenue amortized into income during the year	(20,374,484)
		Additions through business combination (Note 20)	5,532,426
		Ending balance, June 30, 2021	15,753,731
		Revenue deferred during the period	29,754,526
		Deferred revenue amortized into income during the period	(31,534,284)
		Additions through business combination (Note 20)	1,667,727
		Ending balance, March 31, 2022	15,641,700
		Contract liabilities - Current	11,520,197
		Contract liabilities - Non-current	4,121,503
			15,641,700


	24

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

16. Consideration payable
		As described in Note 20, consideration in the amount of $13,269,000 was payable as part of the acquisition
		of Star2Star. The fair value of consideration payable as of March 31, 2022 was determined using an
		effective tax rate of 24.56% and a discount rate of 4.9%. The fair value of the consideration payable is
		dependent upon the Company’s share price, foreign exchange rates and Company’s ability to utilize the
		underlying tax losses as they become available in each reporting period. As described in Note 20,
		estimated additional consideration in the amount of $6,840,000 is payable as part of the acquisition of
		NetFortris Corporation	. The fair value of consideration payable as of March 31, 2022 was determined
		using an discount rate of 5%. For the three and nine month periods ended March 31, 2022, the Company
		recognized a gain $1,312,354 and $1,208,096 on change in fair value of consideration payable (three and
		nine month periods ended March 31, 2021 - $nil). The balance of consideration payable as at March 31,
		2022 is summarized below:
	$
		Opening balance, June 30, 2020	-
		Additions through business combination (Note 20)			13,269,000
		Gain on change in fair value			(4,167,186)
		Ending balance, June 30, 2021			9,101,814
		Additions through business combination (Note 20)			6,840,000
		Gain on change in fair value			(1,208,096)
		Ending balance, March 31, 2022			14,733,718
		Consideration payable - Current			9,059,353
		Consideration payable - Non-current			5,674,365
					14,733,718
17. Leases: Right-of-use assets and lease obligations
		The Company’s lease obligations and right-of-use assets are presented below:
				Right-of-use assets
	$
		Present value of leasesOpening IFRS 16 value as at July 1, 2020
					14,353,099
		Additions			1,904,906
		Addition through business combination (Note 20)			2,584,109
		Terminations			(886,786)
		Balance at June 30, 2021			17,955,328
		Additions			3,973,528
		Addition through business combination (Note 20)			3,217,627
		Terminations			(791,458)
		Adjustments due to lease modification			(2,002,180)
		Balance at March 31, 2022			22,352,845
		Accumulated depreciation and repayments
		Opening IFRS 16 value as at July 1, 2020			2,481,570
		Depreciation expense			2,513,417
		Terminations			(569,575)
		Balance at June 30, 2021			4,425,412
		Depreciation expense			2,236,909
		Terminations			(791,458)
		Balance at March 31, 2022			5,870,863
		Net book value as at:
		June 30, 2021			13,529,916
		March 31, 2022			16,481,982

	25

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

17. Leases: Right-of-use assets and lease obligations (continued)
		$
			Present value of leasesOpening IFRS 16 value as at July 1, 2020
				12,197,527
			Additions	1,904,906
			Addition through business combination (Note 20)	2,662,967
			Repayments	(2,605,217)
			Interest expense	374,154
			Terminations	(291,660)
			Balance at June 30, 2021	14,242,677
			Additions	3,973,529
			Addition through business combination (Note 20)	3,217,627
			Adjustments due to lease modification	(2,107,403)
			Repayments	(2,368,794)
			Interest expense	303,661
			Effects of movements on exchange rates	40,485
			Balance at March 31, 2022	17,301,782
			Lease Obligations - Current	3,549,601
			Lease Obligations - Non-current	13,752,181
				17,301,782


18. Provisions

						Sales returns	Stock
	Warranty & allowances				rotation
	provision					provision	provision	Total
						$	$	$	$
			Balance at June 30, 2020					157,145		69,311	260,000	486,456
			Additional provision recognized					84,317		105,853	(234,162)	(43,992)
			Balance at June 30, 2021					241,462		175,164	25,838	442,464
			Additional provision recognized (reversed)					(121,826)		(31,994)	(10,488)	(164,308)
			Balance at March 31, 2022					119,636		143,170	15,350	278,156

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

		26

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

19. Segment disclosures
			The Company operates in one operating segment; development, manufacturing, distribution and support
			of voice and data connectivity components for software-based communication applications. The majority
			of the Company’s assets are located in Canada and the United States of America (“USA”). The Company
			sells into three major geographic centers: USA, Canada and other foreign countries. The Company has
			determined that it has a single reportable segment as the Company’s decision makers review information
			on a consolidated basis. Revenues for group of similar products and services can be summarized for the three and nine month
			periods ended March 31, 2022 and 2021 as follows:
	Three month periods					Nine month periods
	ended March 31,					ended March 31,
	2022				2021	2022	2021
							$	$	$	$
			Products	16,426,405								12,150,289		48,513,812		35,417,983
			Services	38,699,460								15,801,805		113,326,780		45,843,964
			Total revenues	55,125,865								27,952,094		161,840,592		81,261,947
			The sales, in US dollars, in each of these geographic locations for the three and nine month periods ended
			March 31, 2022 and 2021 as follows:
	Three month periods					Nine month periods
	ended March 31,					ended March 31,
	2022				2021	2022	2021
							$	$	$	$
			USA	50,075,265								22,554,714		145,173,449		65,400,183
			Canada	1,231,030						771,597			4,134,212				2,675,527
			Al other countries	3,819,570						4,625,783			12,532,931		13,186,237
			Total revenues	55,125,865								27,952,094		161,840,592		81,261,947
			The non-current assets, in US dollars, in each of the geographic locations as at March 31, 2022 and June
			30, 2021 are below:
								March 31,		June 30,
					2022	2021
					$	$
			Canada					6,872,611			6,714,850
			USA					536,327,258			480,283,246
			Total non-current assets					543,199,869			486,998,096




		27

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

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

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


		Consideration	USD
		Cash consideration on closing		101,110,566
		Net working capital adjustment		446,834
		Cash paid relating to debt		2,581,193
		Cash held in escrow for working capital		1,000,000
		Cash held in escrow for PPP loan forgiveness		4,253,440
		Additional consideration for tax		13,269,000
		Common shares issued on closing		66,873,399
		Common shares reserved in escrow for indemnification		2,129,067
		Common shares reserved for future issuance		189,972,906
				381,636,405


		Purchase price allocation	USD
		Cash		3,830,067
		Accounts receivable		5,562,064
		Inventory		1,448,237
		Property and equipment		5,334,933
		Right-of-use assets		2,584,109
		Other current assets		1,496,235
		Accounts payable and accrued liabilities		(8,324,491)
		Contract liabilities		(5,532,426)
		Other liabilities		(925,334)
		Lease obligations on right-of-use assets		(2,662,967)
		Intangible assets		169,200,000
		Deferred tax liability on intangible		(25,476,181)
		Goodwil		235,102,159
				381,636,405

	28

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

20. Business combinations (continued)
		The Company incurred estimated transaction costs in the amount of $3,887,238 which were
		expensed and included in the condensed consolidated interim statements of income (loss) and
		comprehensive income (loss) for the year ended June 30, 2021 (three and nine months ended
		March 31, 2021 – $3,762,648 and $3,763,456). These costs were including 18,456 common shares
		valued at $330,460, which were issued at closing to an advisor. The acquisition has been accounted
		for using the acquisition method under IFRS 3, Business Combinations. During the year ended June
		30, 2021, the Company finalized the purchase price allocation and as a result, the comparative
		figures for the three and nine month periods ended March 31, 2021 have been retrospectively
		adjusted

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

		c) On March 28, 2022, the Company acquired NetFortris Corporation. The Company paid an
		aggregate purchase price of $69,838,570 which comprised of $46,316,600 cash consideration,
		1,494,536 common shares at a fair value of $16,681,970. The Company issued 1,494,536 common
		shares including 327,241 shares representing a holdback for indemnification purposes on closing
		of the acquisition. The Company estimates that a further payment of $6,840,000 wil be paid as part
		of an earn out that is up to $12,000,000 if certain operating targets are met. The Company incurred
		estimated transaction costs in the amount of $3,121,257 which were expensed and included in the
		condensed consolidated interim statements of income (loss) and comprehensive income (loss) for
		the three month period ended March 31, 2022. The acquisition has been accounted for using the
		acquisition method under IFRS 3, Business Combinations.

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

		Consideration	USD
		Cash consideration on closing		39,766,600
		Cash held in escrow for working capital		350,000
		Cash held in escrow for telecom taxes		3,400,000
		Cash held in escrow for indemnification		2,800,000
		Estimated earn out value		6,840,000
		Common shares issued on closing		13,029,315
		Common shares reserved in escrow for indemnification		3,652,655
				69,838,570
		Purchase price allocation	USD
		Cash		1,608,600
		Accounts receivable		2,008,985
		Inventory		689,212
		Property and equipment		4,171,942
		Right-of-use assets		3,217,627
		Other current assets		1,154,710
		Deferred tax asset on intangible		9,065,370
		Accounts payable and accrued liabilities		(9,877,014)
		Sales tax payable		(5,506,362)
		Contract liabilities		(1,667,727)
		Lease obligations on right-of-use assets		(3,217,627)
		Intangible assets		30,079,749
		Goodwil		38,111,105
				69,838,570

	29

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2022 and 2021
(Unaudited in US dollars)

21. Government assistance
		The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in
		governments worldwide enacting emergency measures to combat the spread of the virus. Government
		Canada and the Bank of Canada have responded with significant monetary and fiscal interventions
		designed to stabilize economic conditions as temporary measures and one of them is the Canada
		Emergency Wage Subsidy (CEWS). The CEWS program offers assistance in the form of wage subsidy
		for qualifying businesses faced with specified levels of revenue decline, and the subsidy is targeted to
		either retain workforce on payroll or to re-hire furloughed employees.

		The Company received $nil under the CEWS for the three and nine month periods ended March 31, 2022
		(three and nine month periods ended March 31, 2021 – $nil and $106,899) which was recorded as an
		offset against salaries and wages in operating expenses in the condensed consolidated interim
		statements of income (loss) and comprehensive income (loss).

22. Subsequent events
		On April 5, 2022, a total of 857,142 shares were issued to StarBlue seller in accordance with the share
		purchase agreement. Following this issuance 11,838,458 shares remain to be issued over the next four
		years.
23. Authorization of the condensed consolidated interim financial statements
		The condensed consolidated interim financial statements were authorized for issuance by the Board of
		Directors on May 12, 2022.
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