Eat Beyond Global : Management Discussion and Analysis Q1

DocuSign Envelope ID: 1E37C392-11BA-4DCC-B4A2-F12A06D42C4D

EAT BEYOND GLOBAL HOLDINGS INC.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

DocuSign Envelope ID: 1E37C392-11BA-4DCC-B4A2-F12A06D42C4D

Eat Beyond Global Holdings Inc.

Management Discussion & Analysis

For the three months ended March 31, 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 three months ended March 31, 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 May 27, 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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DocuSign Envelope ID: 1E37C392-11BA-4DCC-B4A2-F12A06D42C4D

Eat Beyond Global Holdings Inc.

Management Discussion & Analysis

For the three months ended March 31, 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 March 31, 2021, the Company reported a net loss of $965,488 as compared to a net loss of $258,978 for the comparable quarter ended March 31, 2020. Total expenses for the current quarter were $1,259,393 as compared to $105,132 for the comparable quarter ended March 31, 2020. The increase in expenses can be attributed to an increase in marketing and promotion of $456,300 that comprised of public relations, branding and website development, and an increase in consulting fees of $497,260 that comprised of capital markets advisory and management fees. The Company also recognized $253,820 in share-based payments on stock options granted during the current quarter and vested portion of RSU. Share-based payment is a non-cash transaction. The Company also recognized a gain of $125,104 in fair value on its marketable securities in this current quarter as compared to a loss of $153,846 in the comparable quarter. 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:

	Mar 31, 2021	Dec 31, 2020	Sep.30, 2020	Jun 30, 2020	Mar 31, 2020	Dec 31, 2019	Sep 30, 2019
		Qtr 1		Qtr 4		Qtr 3		Qtr 2		Qtr 1		Qtr 4		Qtr 3
Investment income (loss)	$	293,905	$	1,304,448	$	(89,045)	$	406,154	$	(153,846)	$	-	$	-
Net (loss) income	$	(965,488)	$	(1,770,790)	$	(214,277)	$	328,967	$	(303,490)	$	(29,812)	$	(14,700)
Income (loss) per share(1)	$	(0.04)	$	(0.11)	$	(0.01)	$	0.02	$	(0.04)	$	(29,812)	$	(14,700)

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

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DocuSign Envelope ID: 1E37C392-11BA-4DCC-B4A2-F12A06D42C4D

Eat Beyond Global Holdings Inc.

Management Discussion & Analysis

For the three months ended March 31, 2021

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.

1.6 Liquidity and Capital Resources

As at March 31, 2021, the Company had working capital of $3,683,849, and had cash on hand of $1,122,041 available to settle accounts payable and accrued liabilities of $386,509.

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

During the three months ended March 31, 2021, 10,875,290 share purchase warrants were exercised for total proceeds of $588,558. The Company transferred $25,980 from reserves as 99,540 share purchase warrants were agent's warrants.

During the three months ended March 31, 2021, 1,383,000 stock options were exercised for total proceeds of $691,500. The Company transferred $857,460 from reserves.

Investing activities

During the three months ended March 31, 2021, the Company invested in the following companies:

January 21, 2021, $100,000 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

March 21, 2021, $50,000 in Sire Biosciences Inc. ("Sire"). Sire is a consumer-packaged goods life science company focused on the plant-based foods and supplements industry. Its products are segmented into three areas: sports nutrition, plant fuel and plant-based protein.

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DocuSign Envelope ID: 1E37C392-11BA-4DCC-B4A2-F12A06D42C4D

Eat Beyond Global Holdings Inc.

Management Discussion & Analysis

For the three months ended March 31, 2021

Sire recently acquired PlantFuel Inc. providing Sire with a solid portfolio of plant-based products. PlantFuel's leadership has scaled brands to over $200-million in sales with more than 50,000 distribution points in 120 different countries.

The Company may continue to have capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

1.7 Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

1.8 Risk and Uncertainties

The Company's financial performance is likely to be subject to the following risks:

• The Company has not generated any significant revenue and has incurred significant losses since inception.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash, which is held with a high-credit financial institution. As such, the Company's credit exposure is minimal.

Liquidity risk

Liquidity risk arises from the excess of financial obligations over available financial assets due at any point in time. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements. The Company addresses its liquidity through equity financing obtained through the sale of common shares. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange. The Company has minimal exposure to foreign currency transactions during the year ended March 31, 2021 and accordingly the risk is considered low.

Price risk

Equity price risk is the risk of potential loss to the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. As at March 31, 2021, the Company's marketable securities of $2,036,622 are subject to fair value fluctuations. If the fair value of the Company's marketable securities had decreased/increased by 10% with all other variables held constant, loss and comprehensive loss for the period ending March 31, 2021 would have been approximately $203,700 higher/lower.

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