Bhang : Management Discussion and Analysis - MD&A for the period ended September 30, 2021

FORM 51-102F1

BHANG INC.

(the "Company")

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(the "Reporting Period")

This Management Discussion and Analysis ("MD&A") made as of November 26, 2021, should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2021 and the related notes thereto (the "Financial Statements"). All dollar figures included therein and in the following MD&A are expressed in United States Dollars unless otherwise indicated.

The Company is a cannabis CPG brand company with a portfolio of approximately 50 cannabis, hemp- derived cannabidiol ("CBD") and terpene products (which are sold through its licensees and/or by Bhang directly) including, without limitation, chocolates, pre-rolls, vapes, gums, beverages, and gummies.

The Financial Statements are presented on a consolidated basis and include the accounts of the Company and its direct subsidiaries Bhang Corporation ("Bhang"), Bhang Canada Corp. ("BCC") and 2838301 Ontario Inc., as well as Bhang's wholly-owned subsidiaries CB Brands, LLC ("CB Brands"), CB Productions, LLC ("CB Productions"), Founding Fathers' Hemp Company ("Founding Fathers") and Euro Brand IP Holdings, LLC ("Euro Brand"). The Financial Statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The Company's comparative information included in this MD&A has been prepared in accordance with IFRS.

Additional information relating to the Company is also available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Management's Responsibility for Financial Reporting

The Financial Statements have been prepared by management in accordance with IFRS and have been approved by the Company's board of directors (the "Board") on November 26, 2021. The integrity and objectivity of these Financial Statements are the responsibility of management. In addition, management is responsible for ensuring that the information contained in the MD&A is consistent where appropriate, with the information contained in the Financial Statements.

The Financial Statements may contain certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis to ensure that the Financial Statements are presented fairly in all material respects.

The Board is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Board carries out this responsibility principally through its audit committee. The members of the audit committee are appointed by the Board and have sufficient financial expertise to assume this role with the Company. The majority of the audit committee members are independent and not involved in the Company's daily operations.

Cautionary Note on Forward-Looking Information

The information provided in this MD&A, including information in the Listing Statement that is incorporated by reference, may contain "forward-looking statements" about the Company and its subsidiaries. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward- looking statements. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words.

Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations of the party making the statement and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward- looking statements, including, but not limited to, risks and uncertainties related to:

1. the regulation of the recreational cannabis industry;
2. the availability of financing opportunities, risks associated with economic conditions, dependence on management and conflicts of interest; and
3. other risks described in the Listing Statement and described from time to time in documents filed by the Company on SEDAR, including in this MD&A.

All forward-looking statements made in this MD&A and other documents of the Company are qualified by such cautionary statements and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on the Company. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that the Company and/or persons acting on their behalf may issue. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation.

Recent Developments and Description of Reverse Takeover Transaction

On May 27, 2019, the Company disposed of its entire interest in its wholly owned subsidiary, Sage Power Corporation ("Sage"). On January 1, 2019, the Company completed an amalgamation of its Ontario subsidiaries Eco Ridge Development Corporation ("ERDC"), Pele Diamond Corporation ("Pele Diamond"), Pele Gold Corporation ("Pele Gold") and Sage to continue as one wholly-owned subsidiary named Sage Power Corporation ("Sage"). In addition, on April 17, 2019, the Company arranged for the dissolution of its State of Nevada subsidiary, Mountain Pass Resources, Inc. ("Mountain Pass"), pursuant to a certificate of dissolution filed with the Secretary of State of the State of Nevada. On May 27, 2019, the Company disposed of its entire interest in Sage.

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On November 8, 2018, the Company, Pele Acquisition Corp., a former subsidiary of the Company ("Subco"), Bhang Corporation ("Bhang") and Bhang Canada Inc. ("BCI") entered into a definitive agreement (the "Definitive Agreement") whereby the Company agreed to acquire Bhang pursuant to a reverse take-over transaction (the "Transaction"). On May 27, 2019, the Company changed its name from "Pele Mountain Resources Inc." to "Bhang Inc." and consolidated its common shares on the basis of one

1. post-consolidationcommon share for every ten (10) pre-consolidation common shares, and simultaneously re-designated such class of shares as subordinate voting shares (the "Subordinate Voting Shares" or "SVS") and created a new class of multiple voting shares (the "Multiple Voting Shares" or "MVS"). On July 9, 2019, the Company acquired all of the issued and outstanding shares of Bhang in exchange for an aggregate of 33,365,916 SVS and 56,634.128 MVS.

In connection with the Transaction, the Company completed a "three-cornered" amalgamation whereby Subco amalgamated with BCI to form Bhang Canada Corp. ("BCC") pursuant to an amalgamation agreement dated July 9, 2019 among the Company, Subco and BCI (the "Amalgamation Agreement"). Pursuant to terms of the Amalgamation Agreement, an aggregate of 11,182,735 SVS and 5,591,316 warrants of the Company (the "Warrants") were issued to shareholders of BCI. Each Warrant entitles the holder to purchase one SVS at a price of CAD$0.65 per share until July 9, 2021, subject to acceleration in the event that the volume weighted average price of the SVS is equal to or greater than CAD$1.00 over a period of 10 consecutive trading days.

On September 9, 2019, the Company acquired all issued and outstanding membership units of Red Ace, LLC, an organic beverage company through the issuance of 4,743.074 MVS. Immediately following the acquisition, a member of management of Red Ace assumed certain indebtedness of Red Ace in exchange for 229.131 MVS of the Company. These shares were issued on the acquisition date and were considered part of the purchase consideration pursuant to the acquisition.

On January 22, 2020, the Company acquired the remaining 50% membership interest in CB Brands, LLC in exchange for 536,016 SVS of the Company. Prior to this transaction, the Company had a 50% joint- venture interest in CB Brands. CB Brands develops, manufactures, markets, sells and/ or distributes co- branded and newly branded cannabis flower and cannabis-infused products with the music group Cypress Hill.

On February 17, 2020, the Company acquired all of the issued and outstanding shares of Founding Fathers and all of the issued and outstanding membership units of Euro Brand. The Company acquired each interest for $100 from its former President and CEO. Each company is the owner of, or has applied for several U.S. mark registrations. Historically, the only activities of either company was applying for, and acquiring the mark registrations at the direction of Bhang.

Pursuant to a debt settlement dated July 17, 2020, the Company and an insider settled two convertible promissory notes with aggregate principal of CAD$600,000 by the Company issuing a total of 6,666,667 SVS and 6,666,667 warrants. Furthermore, the insider has settled and released all other rights and remedies available under its Forbearance Agreement and prior financings in exchange for 12,809,524 SVS, and 5,261,905 warrants. Each warrant allows the holder to purchase one common share of the Company at an exercise price of CAD$0.15 per unit for a period of 24 months. On the same date, the Company and the insider entered into an operating facility pursuant to which the shareholder will advance up to CAD$1,000,000 (the "Operating Facility") in minimum tranches of CAD$50,000 ("Advances"). The advances shall bear interest at a rate of 8% per annum with interest payable monthly in arrears on the first business day of each month. At the option of the insider, any outstanding interest may be converted into SVS of the Company at a price of CAD$0.15 per share. All outstanding Advances are repayable on demand at any time and all outstanding amounts shall be permanently repaid and the Operating Facility cancelled after 36 months from the date of the agreement. The Company may repay the Operating Facility

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at any time and the lender may be entitled to elect to receive SVS of the Company at a price of CAD$0.15 per share, in place and instead of repayment of the amount outstanding under the Operating Facility.

On October 2, 2020, the Company granted options to purchase an aggregate of 1,300,000 Subordinate Voting Shares of the Company (the "Stock Options") to certain directors and officers of the Company. 1,000,000 Stock Options are exercisable until October 1, 2023 at a price of CAD$0.075 per share and the remaining 300,000 Stock Options are exercisable until October 1, 2023 at a price of $0.10 per share. The Company granted 2,750,000 restricted stock units of the Company (the "RSUs") to certain directors, officers and consultants of the Company. Upon issuance, 1,750,000 of the RSUs vested immediately and it was determined at that time that 1,000,000 of the RSUs will vest on October 2, 2021. Upon vesting, the subordinate voting shares underlying the RSUs are issued at a deemed price of CAD$0.075 per share.

On October 5, 2020, the Company's wholly-owned subsidiary, Bhang, completed a divestment of its membership interest in Red Ace in an effort for the Company to re-focus resources on its core business of cannabis-infused gourmet chocolate products. The transaction was completed pursuant to a membership interest purchase agreement (the "Purchase Agreement") whereby Bhang Corp. sold, assigned and transferred 100% of its membership interest in Red Ace in exchange for gross proceeds of US$5,000 and the assumption by the purchaser of all liabilities associated with Red Ace. In connection with the Purchase Agreement, the Company also entered into a settlement agreement and mutual release (the "Settlement Agreement") with a former owner of Red Ace (the "Former Owner"), among others, where the parties agreed to release and discharge each other of any claims related to prior business dealings involving Red Ace. Pursuant to the Settlement Agreement, the Former Owner also agreed, for no consideration, to transfer to the Company all right, title and interest in and to 2,379.122 Multiple Voting Shares of the Company that were acquired by the Former Owner at the time of the initial Red Ace sale transaction.

On October 9, 2020, the Company announced that the Company's board of directors has accepted the resignation of Graham Simmonds and has appointed Nick J. Richards to fill the board vacancy

On November 20, 2020, the Company announced that it had amended its Operating Facility with Plant Based Investment Corporation (PBIC) (formerly known as Cannabis Growth Opportunity Corporation "CGOC") which was entered into on July 17, 2020. The Company and PBIC amended the Credit Facility for PBIC to provide up to an additional CAD$500,000 in principal for a total of up to $1,500,000 to be used for general working capital purposes. All other terms of the Credit Facility remain unchanged. As of the date hereof, Bhang's Credit Facility with Bhang has CAD$1,500,000 available from the Credit Facility and has no draws.

On December 31, 2020, the Company announced that it had completed a number of debt settlements (the "Settlements") with various creditors of the Company. On December 31, 2020 and pursuant to the Settlements, the Company issued an aggregate of 6,867,500 Subordinate Voting Shares, at a deemed price of CAD$0.05 per Subordinate Voting Share, and an aggregate of 3,940,000 Subordinate Voting Share purchase warrants (each a "Warrant"). Of the Warrants issued, 1,540,000 Warrants are exercisable until December 30, 2023 at a price of $0.10 per Subordinate Voting Share and the remaining 2,400,000 Warrants are exercisable until December 30, 2021 at a price of CAD$0.10 per Subordinate Voting Share.

On December 31, 2020, the Company issued 66,667 Subordinate Voting Shares underlying restricted stock units ("RSUs") held by a former employee that the Company's board of directors determined to immediately vest. Such Subordinate Voting Shares were issued at a deemed price of $0.11 per Subordinate Voting Share.

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In January 2021, the Company issued a promissory note to a certain insider of the Company in the principal amount of US$40,000. The note was due and payable on or before April 15, 2021 (the "Maturity Date") and is subject to fifteen percent (15%) interest per annum, such interest to accrue monthly and to be added to the principal amount of the note and due on the Maturity Date. In March 2021, the Company repaid all principal and interest owning under the note in the aggregate amount of US$41,118.

On March 5, 2021, the Company closed an initial tranche of a non-brokered private placement of Subordinate Voting Shares of the Company for gross proceeds of up to CAD$2,000,000 at a price of CAD$0.065 per Subordinate Voting Share (the "Offering"). Proceeds from the Offering were expected to be used for general working capital purposes. The Company issued an aggregate of 27,240,192 Subordinate Voting Shares pursuant to the offering for total gross proceeds of approximately CAD$1,770,613. On March 5, 2021, the Company also completed a debt settlement (the "Debt Settlement") with an insider relating to funds owed pursuant to an existing operating facility whereby the Company issued an aggregate of 23,661,623 Subordinate Voting Shares at a deemed price of CAD$0.065 per Subordinate Voting Share. As an inducement to enter into the Debt Settlement, the insider agreed to amend the Operating Facility to July 17, 2023 without prior demand unless and until the occurrence of an event of default that is continuing pursuant to the terms of the operating facility.

In connection with the Offering, the Company paid, to certain eligible finders (the "Finders") a cash commission of approximately CAD$16,587 in relation to the gross proceeds of the Offering raised from subscribers introduced to the Company by such Finders.

Description of Business

Prior to completing the Transaction with Bhang, the Company was a Canadian mineral exploration and development company that was formed to acquire mineral resource properties in Canada and to carry out mineral exploration and development activities thereon in search of economic deposits of metals and minerals and has focused on generating and selling interests in mineral projects in Northern Ontario since 1996.

Upon the completion of the Transaction, the business of Bhang became the business of the Company.

Operating since 2010, Bhang is an award-winning cannabis company with three tiers of branded products:

1. cannabis-derivedproducts containing delta-9-tetrahydrocannabinol ("THC") and CBD which are manufactured by licensees and sold by such licensees, (ii) hemp-derived CBD products that are manufactured by co-packers and are sold by retailers, distributors and by Bhang directly through its e- commerce platform and (iii) terpene products, that do not contain any cannabis, and are manufactured by co-packers and are available for sale by Bhang and its distributors. Products within these tiers include, without limitation, chocolate bars, vapes, gum and hemp pre-rolls, in addition to Bhang-branded apparel and merchandise. Bhang's products have won over 22 awards including 9 "best of" cup awards for artisanal edibles, concentrates, CBD and vape products. Bhang also operated a wholesale hemp brokerage network as a stream of income which allowed Bhang to control the commodity price of its hemp-derived CBD, profit from excess material and keep ample supply on hand to infuse into its finished CBD products.

Bhang branded THC products are manufactured by licensees and sold by such licensees in certain states where they are permitted to sell cannabis products. Bhang only licenses its intellectual property (brand and recipes) to these licensees and also facilitates their purchases of Bhang-branded packaging and molds to assist them with production and distribution. Bhang does not directly own, hold, or handle any THC products. Bhang branded hemp-derived CBD products are all manufactured by co-packers and are sold by retailers, distributors and by Bhang directly through its e-commerce platform in states where they are

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