CENTR Brands : Management Discussion and Analysis

CENTR BRANDS CORP.

100-2318 Oak Street

Vancouver, BC V6H 4J1

January 28, 2022

MANAGEMENT DISCUSSION & ANALYSIS

This Management's Discussion & Analysis ("MD&A") should be read in conjunction with the condensed interim consolidated financial statements of CENTR Brands Corp. (the "Company") for the six months ended November 30, 2021 and 2020 and related notes, which have been prepared in accordance with International Accounting Standards 34 - Interim Financial Reporting ("IAS34") of International Financial Reporting Standards ("IFRS"). All amounts in the financial statements and this MD&A are expressed in United States dollars, unless otherwise indicated.

Further information about the Company, its operations and other continuous disclosure is available through filings with the securities regulatory authorities in Canada under the Company's profile at www.sedar.com.

FORWARD LOOKING INFORMATION

This MD&A contains certain forward-looking statements and information relating to the Company that are based on the beliefs of management of the Company as well as assumptions made by and information currently available to the Company. When used in this document, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or management of the Company, are intended to identify forward- looking statements. This MD&A contains forward-looking statements relating to, among other things, regulatory compliance, the sufficiency of current working capital, and the estimated cost and availability of funding for the continued development of the Company's beverages. 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: the performance of the Company's business and operations; the intention to grow the business and operations of the Company; applicable laws, regulations and any amendments thereof; the competitive and business strategies of the Company; the general economic, financial market, regulatory and political conditions in which the Company operates; risks associated with economic conditions, dependence on management; and other risks described in this MD&A and described from time to time in documents filed by the Company with Canadian securities regulatory authorities. Many factors could cause the actual results, performance or the Company's achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

The forward-looking statements contained herein are based on certain key expectations and assumptions, including, but not limited to, expectations and assumptions concerning the success of the operations of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks described above and other factors beyond the Company's control. Consequently, all forward-looking statements made in this MD&A 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 MD&A should be considered in connection with any subsequent written or oral forward-looking statements that the Company and/or persons acting on its 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 by law.

Overview

The Company was formed under the British Columbia Business Corporations Act ("BCBCA") on September 26, 2012 upon completion of the Amalgamation pursuant to the Plan of Arrangement with Ravencrest Resources Inc. ("Ravencrest"), a CNSX listed company, under the terms of an Arrangement Agreement among Ravencrest, River Wild Exploration Inc. ("Former River Wild"), a private British Columbia company, and 0943173 B.C. Ltd. ("SubCo"), a wholly-owned subsidiary of Ravencrest, pursuant to which the parties agreed to complete a plan of arrangement under sections 288 to 299 of the BCBCA whereby Former River Wild and SubCo would amalgamate to form the Company (the "Amalgamation"). The Arrangement was approved by the Ravencrest shareholders on August 9, 2012 and final court approval from the Supreme Court of British Columbia to the Arrangement was obtained on August 14, 2012.

On April 1, 2019 the Company completed the acquisition of all of the share capital of CBD Lifestyle Corp. (the "Transaction"), which was incorporated under the laws of the Province of Ontario on September 17, 2018. Prior to the acquisition, CBD Lifestyle Corp. was an operational entity. In connection with the Transaction, the Company changed its name from River Wild Exploration Inc. to CENTR Brands Corp. Today, the Company is focused on the creation and launch of a range of non-alcoholic beverages, including a global brand for the cannabidiol (CBD) infused beverage industry.

The Company's first products, called "CENTR" and "CENTR Sugar Free" (collectively, "CENTR"), are sparkling, low-calorie, CBD beverages that the Company manufactures and sells in the United States. The Company expects to launch further projects over the course of the next year. The Company is led by Chief Executive Officer and Director Joseph Meehan, with Arjan Chima as President and Director, David Young as CFO and Director, and Anton Drescher, Campbell Becher and Joseph Elmlinger as fellow Directors.

Overall Performance

As of today's date, the Company continues its marketing of CENTR in the U.S. and to support sales development and growth, the Company has built a team of sales managers and account representatives. The Company expects to continue to drive national consumer demand and interest for CENTR in fiscal 2022, expanding its sales footprint nationally as profitable sales dictate.

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As of April 23, 2021, the Company entered into a U.S. distribution agreement with Southern Glazer's Wine & Spirits ("SGWS"), the world's preeminent distributor of beverage alcohol. The Company expects overall sales performance in the next year to continue to be strongly correlated to growth in U.S. distribution and clarification of a national regulatory structure for CBD-infused beverages in the U.S. As of today's date, the U.S. Food & Drug Administration (the "FDA") continues to evaluate the regulatory frameworks that apply to CBD-related products, including those that are intended for non-drug uses. The FDA has been clear in its public guidance that there is a need for further study and high quality, scientific information about the safety and potential uses of CBD.

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and many related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn.

Management has closely monitored the impact of COVID-19, with a focus on the health and safety of our employees, business continuity and communities where we sell and produce CENTR. Senior management implemented various measures to reduce the spread of the virus, including allowing our non-sales employees to frequently work from home, mandating COVID-19 vaccinations for all staff, implementing social distancing measures whenever possible, and recommending employees to adhere to preventative measures recommended by the WHO. As our non-sales workforce can effectively work remotely using various technology tools, we continue to maintain our full production and sales program, as well as internal controls over financial reporting and disclosures.

At this time, we remain unable to estimate the long-term impact of COVID-19 on our business, financial condition, results of operations, and/or cash flows. We expect COVID-19 to negatively affect our results of operations, as we expect the effects of the COVID-19 outbreak to continue past calendar year 2021, so long as the current measures used to contain the outbreak remain in effect. We believe we have sufficient liquidity available from cash on hand and our ability to raise cash as required to continue operations.

Discussion of Operations

The Company's initial beverage product, CENTR, commenced sales in fiscal Q1 2020 (August 2019). The Company released CENTR Sugar Free in January 2021. The Company has both focused on and used the proceeds of the financings that it has completed to date for (i) the continued development and marketing of the CENTR brand, (ii) innovating new products under the CENTR brand, (iii) support of its sales team in the U.S., (iv) continued introduction of the CENTR brand to potential retail sales partners in the U.S., and (v) further production of CENTR products.

Overall success and future sales of CENTR, both regionally and nationally in the U.S., strongly depends on several factors, including (i) timely dissemination of a positive national regulatory framework for CBD beverages by the FDA (see "Overall Performance" above), and (ii) continued development of a sizeable and effective distribution channel for CENTR, both currently and thereafter.

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Summary of Quarterly Results (expressed in US dollars)

		Q2		Q1		Q4		Q3
	Description	2022		2022		2021		2021
	Inventory	$1,641,341	$1,272,919	$1,119,298	$549,615
	Gross sales	373,139	981,092	101,587	384,392
	Net sales	298,799	920,116	33,965	277,323
	Net income (loss) and comprehensive	834,512	303,590	(11,946,914)	(787,736)
	income (loss) for the period (1) (2) (3)
	Basic and diluted income (loss) per	0.01		0.00		(0.19)		(0.01)
	share

1. Q2 2022's net income and comprehensive income for the period includes non-cash gains of $2,320,419 for the revaluation of warrants as a liability for accounting purposes.
2. Q1 2022's net income and comprehensive income for the period includes non-cash gains of $1,325,781 for the revaluation of warrants as a liability for accounting purposes.
3. Q4 2021's net loss and comprehensive loss for the period includes non-cash losses of $8,014,811 for the revaluation of warrants as a liability for accounting purposes and $1,917,361 for the vesting of restricted share units.

		Q2		Q1		Q4		Q3
	Description	2021		2021		2020		2020
	Inventory	$165,655	$198,928	$266,003	$394,285
	Gross sales	417,064	209,591	197,893	177,756
	Net sales	317,845	133,414	180,673	155,331
	Net loss and comprehensive loss	(752,354)	(770,035)	(764,501)	(635,609)
	for the period
	Basic and diluted loss per share	(0.01)		(0.01)		(0.01)		(0.01)

Results of Operations (expressed in US dollars)

For the three-month period ended November 30, 2021 (Q2 2022)

The Company produced a net income and comprehensive income in Q2 2022 of $834,512, versus a loss of $752,354 in Q2 2021.

Revenue

Gross sales in Q2 2022 decreased to $373,139, versus $417,064 in Q2 2021. The decrease in sales was primarily driven by a slowdown in economic activity, and to a lesser extent supply chain disruptions, driven by the COVID Delta variant. While revenues during the quarter were slower due to these non-recurring events, the Company continued to increase its total retail locations during the quarter, which Management believes is the long-term driver of growth.

Net sales in Q2 2022 were $298,799, versus $317,845 in Q2 2021.

Expenses

General and administrative

General and administrative expenses for Q2 2022 were $1,394,284, versus $734,208 in Q2 2021 and significant amounts included the following:

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Salaries and payroll of $909,228, versus $435,601 in Q2 2021. This increase was driven, in part, by the addition of sale professionals, both in current markets where CENTR has identified an ability to significantly increase overall market penetration and retail account additions, as well as to accommodate new markets across a larger geographic footprint.

Other SG&A expenses of $270,571, versus $134,933 in Q2 2021. The increase in other SG&A was primarily driven by increased investment in existing markets where the Company believes there is significant growth potential as well as the overall expansion into more markets over a wider geographic footprint.

Professional Fees of $184,164, versus $156,583 in Q2 2021.

Marketing

Marketing expenses for Q2 2022 were $79,140, versus $60,327 in Q2 2021. Increases in these expenses corresponded to the Company's increased national sales coverage, new product launches including the launch of CENTR Instant, and related samples and point of sale promotional investments.

Share-based compensation

Share-based compensation recognized in Q2 2022 was $116,398, versus $127,766 in Q2 2021.

Other income

In Q2 2022, warrants issued to private placement investors were revalued for accounting purposes which resulted in a gain of $2,320,419.

For the six-month period ended November 30, 2021

For the six-month period ended November 30, 2021, the Company produced a net income and comprehensive income of $1,138,102, versus a loss of $1,522,389 in 2020.

Revenue

Gross sales for the six-month period ended November 30, 2021 increased to $1,354,231, versus $626,655 in 2020. CENTR's growth was largely driven by an increase in new accounts across a broader geographic footprint. The addition of CENTR's national distributor contributed to this growth; however, the overall impact of this new national distribution relationship was limited during this period, given the time spent relating to integration activities with the distributor. These integration activities included, among other things, transitioning accounts that CENTR distributed directly, transitioning away from tier 2 and tier 3 distributors, and coordinating warehouse and inventory logistics with the national distributor. While sales increased considerably versus the prior period, Management believes that, based on these factors, the overall positive impact of the national distribution relationship will be even greater in future periods.

Net sales for the six-month period ended November 30, 2021 were $1,218,915, versus $451,259 in 2020.

Expenses

General and administrative

General and administrative expenses for the six-month period ended November 30, 2021 was $2,664,742, versus $1,388,214 in 2020 and significant amounts included the following:

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