Choom : December 31, 2021 MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

For the three and six months ended December 31, 2021

February 28, 2022

191 West 2nd Avenue

Vancouver, BC, V5Y 1B8

CHOOM HOLDINGS INC.

Management's Discussion and Analysis

For the three and six months ended December 31, 2021

The following Management's Discussion and Analysis ("MD&A") is intended to assist the reader to assess material changes in financial condition and results of operations of Choom Holding Inc. (the "Company" or "Choom") for the three and six months ended December 31, 2021 and for the comparative periods ended December 31, 2020. This MD&A should be read in conjunction with the audited consolidated financial statements of the Company for the year ended June 30, 2021 and the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended December 31, 2021 and the related notes thereto, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. For further information on the Company, reference should be made to its public filings on SEDAR at https://www.sedar.com/.

This MD&A is prepared by management and approved by the Board of Directors as of February 28, 2022. This discussion covers the three months ("Q2 2022" or the "Quarter") and six months ended December 31, 2021 and the subsequent period up to the date of issuance of the MD&A. Certain prior period amounts have been reclassified to conform with the current period's presentation. Choom's financial information throughout this MD&A is presented in Canadian dollars, the functional currency of the Company, therefore all dollar amounts are in Canadian ("CAD") dollars, except where otherwise noted. Throughout the report we refer to Choom Holdings Inc. as the "Company", "we", "us", "our" or "its". All these terms are used in respect of Choom Holdings Inc.

Cautionary Statement on Forward-Looking Information

This report contains certain statements, which may constitute "forward-looking information" within the meaning of Canadian securities law requirements ("forward-looking statements"). These forward-looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume any obligation, to update these forward- looking statements, except as required under applicable securities legislation. Forward-looking statements relate to future events or future performance and reflect Company management's expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "intends" and "estimates". By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Certain forward-looking statements in this MD&A may include, but are not limited to the following:

• the Company's retail strategies and objectives, both generally and in respect of its existing business and planned business operations,
• the competitive conditions of the cannabis industry,
• the expected growth of retail cannabis sales by the Company in the recreational market,
• conditions in the financial markets generally, and with respect to the prospects for Canadian retail cannabis companies specifically,
• the expected demand for the Company's services and products,
• whether the Company will have sufficient working capital and its ability to raise additional funding required in order to develop its retail business strategy and continue operations,
• future legislative and regulatory developments involving recreational cannabis,
• capital costs for the acquisition and development of its current and proposed retail opportunities, and
• the grant and the impact of any license or supplemental license to conduct activities with cannabis or any amendments thereto.

The above and other aspects of the Company's anticipated future operations are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. Such factors include but are not limited to the Company's ability to become a retail cannabis licensee in the jurisdictions it has made applications in,

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CHOOM HOLDINGS INC.

Management's Discussion and Analysis

For the three and six months ended December 31, 2021

the Company's ability to obtain the necessary financing and the general impact of financial market conditions, the success of the Company's current and future development efforts, changes in prices of required commodities, competition, government regulations and other risks as set out under "Risk Factors" section as well as those detailed from time to time in the Company's interim and annual consolidated financial statements, management's discussion and analysis, and annual information form which are filed and available for review under the Company's profile on SEDAR at https://www.sedar.com/.

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CHOOM HOLDINGS INC.

Management's Discussion and Analysis

For the three and six months ended December 31, 2021

Business Overview

Operations description

Choom is a fast-expanding retail cannabis Company that has established an extensive store network across Canada. Choom is focused on delivering quality cannabis through elevated service. The Choom brand is inspired by Hawaii's "Choom Gang" - a group of friends in Honolulu during the 1970s who loved to have fun and smoke weed - or as the locals called it, "Choom". Evoking the spirit of the original Choom Gang, our brand caters to the Canadian market with the ethos of 'cultivating good times'.

Choom's vision is to be the industry leader in cannabis retail, focusing on an elevated consumer experience. The Company's business strategy is to build one of Canada's premier retail cannabis chains, with locations across Canada in the provinces that allow for private retailers.

Choom's common shares trade under the symbol "CHOO" on the Canadian Stock Exchange ("CSE") and under the symbol "CHOOF" on the OTC Markets Group.

At the date of this report, Choom had the following open store locations across Canada:

		Stores in	Licenses
Province	Licenses	Operation	Pending
Alberta	15	12	-
British Columbia	2	2	2
Ontario	3	3	1
Total	20	17	3

Highlights for the three and six months ended December 31, 2021

Q2 2022 vs Q2 2021 Financial Highlights:

		Q2 2022		Q2 2021	$ Change	% Change
Revenue	$	4,214,584	$	6,077,523	(1,862,939)	-30.65%
Gross margin		1,581,837		2,210,224	(628,387)	-28.43%
General and administrative		817,883		926,093	(108,210)	-11.68%
Salary and Wages		1,265,217		1,107,617	157,600	14.23%
Adjusted EBITDA		(501,263)		176,514	(677,777)	-383.98%
Net loss		(5,898,942)		(3,363,027)	(2,535,915)	-75.41%

Six months ended December 31, 2021 vs 2020 Financial Highlights:

Six months ended December 31,

		2021		2020	$ Change	% Change
Revenue	$	9,055,341	$	12,062,938	(3,007,597)	-24.93%
Gross margin		3,381,280		4,332,300	(951,020)	-21.95%
General and administrative		1,679,492		1,929,612	(250,120)	-12.96%
Salary and Wages		2,563,569		2,152,401	411,168	19.10%
Adjusted EBITDA		(861,781)		250,287	(1,112,068)	-444.32%
Net loss		(830,192)		(6,342,167)	5,511,975	86.91%

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CHOOM HOLDINGS INC.

Management's Discussion and Analysis

For the three and six months ended December 31, 2021

Q2 2022 vs Q1 2022 Financial Highlights:

		Q2 2022		Q1 2022	$ Change	% Change
Revenue	$	4,214,584	$	4,840,757	(626,173)	-12.94%
Gross margin		1,581,837		1,799,443	(217,606)	-12.09%
General and administrative		817,883		861,609	(43,726)	-5.07%
Salary and Wages		1,265,217		1,298,352	(33,135)	-2.55%
Adjusted EBITDA		(501,263)		(360,518)	(140,745)	-39.04%
Net income/(loss)		(5,898,942)		5,068,750	(10,967,692)	-216.38%

Operational Highlights

Vancouver locations continue to outperform as sales grew by 140% versus Q2 2021. We see Vancouver as a key organic growth market for the next twelve months as regulatory distancing between stores is far more favourable relative to other locations.

We continue to focus on consumer feedback, ensuring we understand what is most important to our customers. Product selection, store location and friendly and knowledgeable staff continue to be the three most important attributes for consumers, with price ranking fourth. Choom's customer Net Promotor Score for the quarter was 97.7%.

The Hamilton store location opened in the quarter in a promising power centre anchored by high traffic big box retail and we expect to see continued growth in the months ahead.

Margins increased 1.17% over Q2 2021 as we maintain a disciplined approach to driving profitable sales through store specific assortments and investment in cannabis 2.0 categories.

We continue to further develop Choom.ca into a prominent digital platform within the retail cannabis landscape, with a robust roadmap for 2022. We continue to execute on our one-site,one-sound message across the website and stores, further integrating marketing, product and operations. We will have some exciting development releases in the coming quarter including website media placement and a relaunch of our Greencamp.com site.

Capital Structure and Liquidity

During the six months ended December 31, 2021, the Company has completed the following three transactions:

Debt Restructuring

On July 8, 2021, Choom completed a restructuring (the "Debt Restructuring") of approximately $25.9 million of outstanding debt, including approximately $21.8 million owing to Aurora Cannabis Inc. ("Aurora"). As a result of the Debt Restructuring:

• the Company's debt to Aurora has been reduced from $20.0 to $6.0 million and will mature on December 23, 2024, and
• the maturity date of the convertible debentures issued in December 2019 in the aggregate principal amount of $4.1 million was extended to December 23, 2024.

The Offering

On July 8, 2021, concurrently with the Debt Restructuring transaction, Choom completed an offering (the "Offering") and issued 43,750,000 units for gross proceeds of $3.5 million.

Private Placement

On December 23, 2021, the Company completed a non-brokered private placement (the "Private Placement") for gross proceeds of $0.5 million through the issuance of 10,000,000 units of the Company.

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