Eat Beyond Global : Management Discussion and Analysis Q3

EAT BEYOND GLOBAL HOLDINGS INC.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Eat Beyond Global Holdings Inc.

Management Discussion & Analysis

For the nine months ended September 30, 2021

1.1 Date

This Management's Discussion & Analysis ("MD&A") of the financial condition and results of operations of Eat Beyond Global Holdings Inc. (formerly 1222554 B.C. Ltd.) (the "Company") should be read in conjunction with the Company's condensed interim financial statements for the nine months ended September 30, 2021 and related notes and the audited financial statements for the year ended December 31, 2020, and the accompanying notes therein. This MD&A is dated November 26, 2021, which is the date that the Board of Directors of the Company (the "Board") approved the disclosure contained in this MD&A.

The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. Except as otherwise indicated, all financial data in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

This MD&A contains forward-looking information which reflects management's expectations regarding the Company's growth, results of operation, performance and business prospects and opportunities. The use of words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", believe", outlook", "forecast" and similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this MD&A include, but not limited to, the Company's expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunity. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results of events to differ materially from those anticipated in these forward-looking statements. Readers should not put undue reliance on forward-looking information. The Company has no policy for updating forward-looking information beyond the procedures required under applicable securities laws.

All amounts in this MD&A are presented in Canadian dollars ("CAD").

Historical results of operations and trends that may be inferred from the following discussion and analysis may not necessarily indicate future results from operations.

1.2 Overall Performance

The Company was incorporated on September 9, 2019 under the laws of the Province of British Columbia, Canada by a Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) and changed its name from 1222554 B.C. Ltd. to Eat Beyond Global Holdings Inc. on September 17, 2019. The Company's head office and principal address is Suite 1570 - 505 Burrard Street, Vancouver BC, V6E 3P3. The registered and records office is 1500-1055 West Georgia Street, Vancouver, BC, V6E 4N7. The Company's common shares commenced trading on the Canadian Securities Exchange ("CSE") on November 17, 2020 under the symbol "EATS".

The Company is an investment company primarily focusing on investments in the plant-based protein and meat alternative food industry. The Company's investments may include the acquisition of equity, debt or other securities of publicly traded or private companies or other entities, financing in exchange for pre-determined royalties or distributions and the acquisition of all or part of one or more businesses, portfolios or other assets, in each case that the Company believes will enhance value for the shareholders of the Company in the long term.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time. This indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Management intends to

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Eat Beyond Global Holdings Inc.

Management Discussion & Analysis

For the nine months ended September 30, 2021

finance operating costs through the issuance of common shares. If the Company is unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

1.3 Selected Annual Information

		For the period from
	For the year ended	September 9, 2019 to
	December 31, 2020	December 31, 2019
Loss for the period	$ (1,959,590)	$ (44,512)
Loss per share	$ (0.14)	$ (0.01)
Current assets	$ 3,221,273	$ 132,513
Total assets	$ 3,221,273	$ 132,513
Total non-current liabilities	$ Nil	$ Nil

As at December 31, 2020, current assets consist of cash in the amount of $1,092,156, for working capital purposes, prepaid expenses of $71,229 and marketable securities of $1,654,335 and convertible note receivable of $403,553.

1.4 Results of Operations

During the three months ended September 30, 2021:

During the three months ended September 30, 2021, the Company reported a net loss of $559,194 as compared to a net loss of $214,277 for the comparable quarter ended September 30, 2020. Total expenses for the current quarter were $474,190 as compared to $125,232 for the comparable quarter ended September 30, 2020. The increase in expenses can be attributed to an increase in professional fees to $119,342 from $36,250 due to legal fees associated with the short form prospectus that was filed in this quarter; marketing and promotion to $61,017 from $24,461 for the comparable quarter comprised of public relations, branding and website development and an increase in consulting fees to $96,453 from $45,756 that comprised of capital markets advisory and management fees. The Company also recognized $63,014 in share-based payments on stock options granted/vested during the quarter and vested portion of RSU. Share-based payments and RSU are non-cash transactions. Included in wages and benefit is the wages for the Company's new CEO, Michael Aucoin as he was appointed during the quarter.

The Company also recognized $86,439 in loss on fair value on its marketable securities in the current quarter as compared to $89,045 loss in the comparable quarter. The Company did not disposal of any of its marketable securities in this current quarter.

During the nine months ended September 30, 2021:

During the nine months ended September 30, 2021, the Company reported a net loss of $2,655,266 as compared to a net loss of $188,800 for the comparable period ended September 30, 2020. Total expenses for the nine months ended September 30, 2021 were $2,961,371 as compared to $352,063 for the comparable period to date. The increase in expenses can be attributed to an increase in marketing and promotion to $1,299,550 that comprised of public relations, branding and website development, an increase in consulting fees to $817,248 that comprised of capital markets advisory and management fees; an increase in listing and transfer agent fees to $57,043 due to an increase in private placements and granting of stock options and RSU and an increase in professional fees to $189,271 associated with the private placement, granting of stock options and RSU, short form prospectus and general matters. The Company also recognized $475,251 in share-based payments on stock options granted/vested during the period and vested portion of RSU. Share-based payments and RSU are non-cash transactions. Included in wages and benefit of

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Eat Beyond Global Holdings Inc.

Management Discussion & Analysis

For the nine months ended September 30, 2021

$86,596 is the wages for the Company's new CEO, Michael Aucoin as he was appointed during the quarter ended September 30, 2021.

The Company also recognized a gain of $134,926 in fair value on its marketable securities for the nine months ended September 30, 2021 as compared to a gain of $163,263 for the comparable period to date. The Company also realized a gain on disposition of marketable securities of $160,825 in this quarter.

1.5 Summary of Quarterly Results

A summary of results for the seven quarter since incorporation follows:

	Sep. 30, 2020	June 30, 2021	Mar 31, 2021	Dec 31, 2020
		Qtr 3		Qtr	2		Qtr 1		Qtr 4
Investment income (loss)	$	(85,004)	$	96,261	$	293,906	$	1,304,448
Net (loss) income	$	(559,194)	$	(1,130,585)	$	(965,488)	$	(1,770,790)
Income (loss) per share(1)	$	(0.02)	$	(0.03)	$	(0.04)	$	(0.11)
	Sep.30, 2020		Jun 30,	2020	Mar 31, 2020	Dec 31, 2019
		Qtr 3		Qtr	2		Qtr 1		Qtr 4
Investment income (loss)	$	(89,045)	$	406,154	$	(153,846)	$	-
Net (loss) income	$	(214,277)	$	284,455	$	(258,978)	$	(29,812)
Income (loss) per share(1)	$	(0.01)	$	0.02	$	(0.04)	$	(29,812)

Note: (1) Based on the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding during the period from September 9, 2019 to December 31, 2019, being one (1).

The Company was incorporated on September 9, 2019 and September 30, 2019 was the first quarter end. During the quarter ended March 31, 2020, the Company recorded a net loss of $303,490 which included a loss of $153,846 in its fair value of its marketable securities. During the quarter ended June 30, 2020 the Company recorded a net income of $328,967 as compared to a net loss of $303,490 for the previous quarter. The increase in net income is due to the recording of the fair value of $406,154 on its marketable securities for the quarter. During the quarter ended September 30, 2020, the Company recorded a net loss of $214,277 as compared to the net income of $328,967 for the previous quarter. The increase in the net loss is due to an increase in expenses and a loss of fair value on its investment of $89,045. During the quarter ended December 31, 2020, the Company recorded a net loss of $1,770,790 as compared to the net loss of $214,277 and increase of approximately $1,556,513. The main increase in the net loss is due to the recording of the share-based payment of $1,765,760. During the quarter ended March 31, 2021, the Company recorded a net loss of $965,488 as compared to a net loss of $1,770,790 for the previous quarter a decrease of approximately $805,000. The main decrease is the decline in share based payments. During the quarter ended June 30, 2021, the Company recorded a net loss of $1,130,585 as compared to the loss of $965,488 for the previous quarter an increase of approximately $163,000. The increase can be attributed to the net change in the market value of the marketable securities as the Company had recognized a gain of $96,261 compared to a gain of $125,104 in the previous quarter. During the quarter ended September 30, 2021, the Company recorded a net loss of $559,194 as compared to the net loss of $1,130,585 for the previous quarter a decrease of approximately $571,000. The main decrease can be attributed to the decline in marketing and promotion expenses.

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Eat Beyond Global Holdings Inc.

Management Discussion & Analysis

For the nine months ended September 30, 2021

1.6 Liquidity and Capital Resources

As at September 30, 2021, the Company had working capital of $3,729,421, and had cash on hand of $1,446,634 available to settle accounts payable and accrued liabilities of $325,627.

The Company's budget is its working capital and believes that the current capital resources is sufficient to cover overhead expenses and potential investments for the next twelve months and continues to raise additional funding to fund its future marketing and general working capital and towards potential investments, if such opportunities arise. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company's liquidity and future prospects.

Financing activities

On April 9, 2021, the Company issued 541,270 units at a price of $2.09 per unit for total proceeds of $1,131,254. Each unit consists of one common share of the Company and one transferable share purchase warrant. Each warrant will entitle the holder to purchase one additional share at a price of $2.50 per share expiring on April 9, 2023.

During the nine months ended September 30, 2021, 11,735,619 share purchase warrants were exercised for total proceeds of $681,222. The Company transferred $54,776 from reserves as 209,869 share purchase warrants were agent's warrants.

During the nine months ended September 30, 2021, 1,963,000 stock options were exercised for total proceeds of $981,500. The Company transferred $1,217,060 from reserves. Total weighted average of the stock options exercised was $0.84 per share and the market value price was $2.04.

Investing activities

During the nine months ended September 30, 2021, the Company invested in the following companies:

January 21, 2021, $50,000 in Above Food Inc. ("Above Food"). Above Food develops and distributes premium, whole plant alternatives to meat and dairy by creating delicious, nutrient-dense consumer products and branded ingredients. It uses a proprietary blend of plant proteins created from heirloom pulses and gluten free grains. Above Food brings its products to market by leveraging strategic relationships with leading co-packers, distributors and direct-to-consumere-commerce platforms.;

January 21, 2021, $50,000 in Zoglo's Incredible Food Corp. ("Zoglo's"). Zoglo's has been a leading company offering kosher, plant-based products for over 25 years and is now ready to enter the mainstream market. It has a product selection of over 14 plant-based protein offerings including plant-based meat, appetizers and veggie products made with concentrated, non-genetically modified organism, plant-based proteins that are rich in vitamins C and A, iron, calcium, potassium, and folic acid. Its products are high in fibre, omega 3 fatty acids and anti-oxidants;

February 21, 2021, $317,258 (US$250,000) in Plant Power Restaurant Group LLC. ("Plant Power"). Plant Power California-based Plant Power Fast Food is known as an innovator in the quick service restaurant (QSR) field with its 100-per-cent-plant-based offerings and biodegradable packaging. Plant Power features a menu that ranges from burgers, fries, shakes and "chicken" tenders -- to wraps, salads, juices, raw items and a kids menu. Plant Power has often been referred to as a vegan version of McDonalds and other similar fast-food concepts.; and

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