Choom : MD&A September 30, 2021

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

For the three months ended September 30, 2021

November 29, 2021

Suite #208 - 1525 West 8th Avenue

Vancouver, BC, V6J 1T5

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CHOOM HOLDINGS INC.

Management's Discussion and Analysis

For the three months ended September 30, 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 months ended September 30, 2021 and for the comparative three months ended September 30, 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 months ended September 30, 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 November 29, 2021. This discussion covers the three months ("Q1 2022" or the "Quarter") ended September 30, 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 months ended September 30, 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 months ended September 30, 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 in Canada.

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 months ended September 30, 2021

Q1 2022 vs Q4 2021 Financial Highlights:

			Q1 2022			Q4 2021	$ Change	% Change
Revenue	$	4,840,757	$	4,880,919	(40,162)	-0.82%
Gross margin		1,799,443			1,871,824	(72,381)	-3.87%
General and administrative		861,609			1,172,057	(310,448)	-26.49%
Salary and wages		1,298,352			1,119,806	178,546	15.94%
Adjusted EBITDA		(360,518)			(420,039)	59,521	14.17%
Net income/(loss)		5,068,750			(11,595,682)	16,664,432	143.71%
Q1 2022 vs Q1 2021 Financial Highlights:
			Q1 2022			Q1 2021	$ Change	% Change
Revenue	$		4,840,757		$	5,985,415	(1,144,658)	-19.12%
Gross margin			1,799,443			2,122,076	(322,633)	-15.20%
General and administrative			861,609			1,013,832	(152,223)	-15.01%
Salary and wages			1,298,352			1,068,327	230,025	21.53%
Adjusted EBITDA			(360,518)			39,917	(400,435)	1003.17%
Net income/(loss)			5,068,750			(2,979,140)	8,047,890	270.14%

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Additionally, Choom completed a public offering (the "Offering") and issued 43,750,000 units for gross proceeds of $3.5 million. These two concurrent events have significantly improved the Company's working capital and balance sheet.

Refer to "Financial Condition, Liquidity, and Capital Resources" section of this MD&A for a detailed discussion on both transactions.

Settlement of Debt Obligations

On August 11, 2021, the Company entered into a settlement agreement with a debtholder to settle debt obligations in the aggregate amount of $0.55 million in consideration of: (i) the issuance of 3,174,603 common shares of the Company, and (ii) the extinguishment of an aggregate of up to $0.9 million owed to the Company by the debtholder. As a result of this settlement, in the three months ended September 30, 2021, the Company extinguished $0.5 million of the short-termpromissory notes receivable.

On September 23, 2021, the Company issued 3,076,923 common shares, fair valued at $200,000, to pay for services rendered to the Company in the three months ended September 30, 2021.

On October 29, 2021, the Company settled a debt obligation of $26,000 by issuing 400,000 common shares of the Company. Property

In the three months ended September 30, 2021, the Company secured a new three-yearlease agreement for retail space in the province of British Columbia, Canada and recognized $0.7 million in right-of-useasset and $0.2 million in related lease liability.

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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.

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the Company's debt to Aurora has been reduced from $20.0 to $6.0 million and will mature on December 23, 2024, and

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Prospectus Offering and 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:

Choom opened the Toronto Liberty Village location during the quarter. Subsequent to the quarter, Choom opened the Hamilton location.

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• There was significant growth in British Columbia with revenue increasing over 200% from Q1 2021.

• The Ontario and Alberta markets continue to feel pressure from the increase of new cannabis retail licenses granted by the provinces as well as the expansion of discount players.

• Choom's customer NPS score for the quarter was 99.7%.

• In Q1, the concurrent financing and restructuring was completed, significantly improving Choom's balance sheet and reducing total liabilities by $14.02M.

• Margins increased by 1.72% over Q1 2021 with the continued investment in emerging categories. Choom's product strategy is to win in the more margin accretive 2.0 categories. Margins decreased slightly from Q4 to Q1, as a result of some strategic price reductions to clear out low performing SKUs.

• Choom continues to further develop Choom.ca into a prominent digital platform within the retail cannabis landscape. Choom continues to execute on its one-site, one-soundmessage across the website and stores, further integrating marketing, product and operations.

Revenue results varied by province

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CHOOM HOLDINGS INC. Management's Discussion and Analysis

For the three months ended September 30, 2021

Operational Highlights