CITY VIEW GREEN HOLDINGS INC.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS -

QUARTERLY HIGHLIGHTS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2021

CITY VIEW GREEN HOLDINGS INC.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Nine Months Ended September 30, 2021

Dated: November 29, 2021

Introduction

The following interim Management's Discussion & Analysis ("MD&A") of City View Green Holdings Inc. ("City View" or the "Company") for the three and nine months ended September 30, 2021 summarize the activities of City View for the three and nine months ended September 30, 2021 and should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and 2019, together with the notes thereto, and unaudited condensed interim financial statements for the three and nine months ended September 30, 2021, together with the notes thereto.

Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed interim financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of November 29, 2021, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of City View's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Caution Regarding Forward-Looking Statements

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

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CITY VIEW GREEN HOLDINGS INC.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Nine Months Ended September 30, 2021

Dated: November 29, 2021

Forward-looking statements

Assumptions

Risk factors

For twelve-month period ending

The Company has anticipated

Unforeseen costs to the

September 30, 2022, the

all material costs; the operating

Company will arise; any

Company will be able to

activities of the Company for the

particular operating costs

continue its business activities.

twelve-month period ending

increase or decrease from the

September 30, 2022, and the

date of the estimation; changes

costs associated therewith, will

in economic conditions.

be consistent with City View's

current expectations.

Management's outlook

Financing will be available for

Changes in debt and equity

regarding future trends.

City View's operating activities.

markets; interest rate and

exchange rate fluctuations;

changes in economic and

political conditions.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond City View's ability to predict or control. Please also make reference to those risk factors referenced in the "Risks and Uncertainties" section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause City View's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward- looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Description of Business

The Company was incorporated pursuant to the Canada Business Corporations Act on February 5, 2008. The Company continued into British Columbia from the jurisdiction of Canada, under the BCBCA, on February 18, 2011. On February 27, 2019, the Company completed a reverse take-over business combination with 2590672 Ontario Inc. wherein the Company acquired 100% of the issued and outstanding common shares of 2590672 Ontario Inc. and began trading on the Canadian Securities Exchange ("Exchange") under the symbol "CVGR".

On April 30, 2021, the Company received the cannabis processing license from Health Canada. The processing license allows the Company to produce cannabis edibles and related products and will allow the Company to conduct development activities, including the formulation of proprietary cannabis infused edibles.

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CITY VIEW GREEN HOLDINGS INC.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Nine Months Ended September 30, 2021

Dated: November 29, 2021

City View is a leading cannabis-infused food company focused on the development of food brands, extraction and distribution. City View will incorporate cannabis-infused food production and extraction at its Brantford, Ontario facility. Once operational, it is our expectation that City View will produce high quality cannabis-infused food, oils, distillates, and water-soluble products for the food and beverage markets. In addition, City View owns a stake in Budd Hutt Inc. ("Budd Hutt"), a retail-focused cannabis company with access to cannabis cultivation and production licences in Alberta and other retail opportunities across Canada. Through its relationship with Budd Hutt, the Company anticipates securing shelf space, product placement, and distribution opportunities for City View's products.

Operational Highlights

On January 8, 2021, the Company completed the second and final tranche of its non-brokered private placement, pursuant to which it issued an aggregate of 11,400,000 units for aggregate gross proceeds of $570,000. Each unit is composed of one common share of the Company and one half share purchase warrant. Each warrant shall entitle the holder to purchase one share at a price of $0.05 per warrant for a period of 2 years from the date of issuance, subject to an acceleration provision whereby, after four months and one day from their date of issuance, if the closing price of the shares on the CSE is equal to or exceeds $0.15 for a period of 10 consecutive trading days, then the Company may, at its option, accelerate the expiry date of the warrants to the date which is 30 days following the date upon which notice of the accelerated expiry date is provided by the Company to the holders of the warrants. The Company did not incur any share issuance costs.

On January 29, 2021, the Company issued 1,082,197 common shares to certain creditors of the Company to settle an aggregate debt of $91,987. The common shares issued had a deemed price of $0.05 based on the fair value. The common shares issued had a deemed price of $0.11 based on the fair value and as a result, the Company recognized a loss on settlement of debt of $27,055.

On February 18, 2021, the Company granted 600,000 stock options to consultants of the Company exercisable at $0.12 per common share. The options vest immediately and expire in 3 years.

In April 2021, the Company completed a non-brokered private placement, pursuant to which it issued an aggregate of 5,205,000 units for aggregate gross proceeds of $416,400. Each unit is composed of one common share of the Company and one half share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per share for a period of 2 years from the closing date, subject to acceleration from and after the date that is fourth months and one day after the closing date, if the closing price of the Company's common shares on the CSE is equal to or exceeds $0.20 for 10 consecutive trading days, at which time the Company may accelerate the expiry date of the warrants to the date that is 30 following the date on which the Company issues notice to all the warrant holders of the new expiry date.

On April 30, 2021, the Company issued 2,755,900 common shares to settle $220,472 of the line of credit.

On April 30, 2021, the Company received the cannabis processing license from Health Canada. The processing license allows the Company to produce cannabis edibles and related products and will allow the Company to conduct development activities, including the formulation of proprietary cannabis infused edibles.

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CITY VIEW GREEN HOLDINGS INC.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Nine Months Ended September 30, 2021

Dated: November 29, 2021

In August 2021, the Company obtained a $225,000 secured loan from Quinsam Capital Corporation ("Quinsam"). The loan is repayable by December 31, 2021, bears interest at 10% per annum, and is secured by the Company's assets. In connection therewith, the Company issued 750,000 warrants to Quinsam. Each warrant is exercisable for one common share of the Company at a price of $0.15 per share for a period of 2 years.

On August 11, 2021, the Company closed the second tranche of its non-brokered private placement, pursuant to which it issued an aggregate of 9,044,142 units for gross proceeds of $633,090. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.15 per share for a period of 2 years.

Trends

Due to the worldwide COVID-19 outbreak, material uncertainties may come into existence that could influence management's going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

  • The severity and the length of potential measures taken by governments to manage the
  • spread of the virus, and their effect on labour availability and supply lines;
  • Availability of essential supplies, such as water and electricity;
  • Purchasing power of the Canadian dollar; or
  • Ability to obtain funding

The Canadian government has not introduced measures which impede the activities of the Company. Management believes the business will continue and accordingly, the current situation bears no impact on management's going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Apart from these and the risk factors noted under the heading "Risks and Uncertainties", the Company is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company's business, financial condition or results of operations.

Discussion of Operations

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

The Company's net loss totaled $669,381 for the three months ended September 30, 2021 with basic and diluted loss per share of $0.00, compared to net loss of $2,075,811 for the three months ended September 30, 2020, with basic and diluted loss per share of $0.01. The Company had no revenue during the period. The decrease in net loss was mainly due to the following:

  • Consulting decreased to $69,287 for the three months ended September 30, 2021 (2020 - $167,190) as Company hired less external consultants during the current period.

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City View Green Holdings Inc. published this content on 29 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2021 23:40:06 UTC.