CIBT Education : Management's Discussion & Analysis

CIBT EDUCATION GROUP INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS UNLESS OTHERWISE STATED)

FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2022

(in thousands of Canadian dollars except per share and share amounts)

CIBT EDUCATION GROUP INC.

(the "Company" or "CIBT")

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2022

The following Management's Discussion & Analysis ("MD&A") is prepared in accordance with Form 51-102F1 and should be read in conjunction with the condensed consolidated interim financial statements and related notes for the three and nine months ended May 31, 2022 (the "Q3 2022 Financial Statements") which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The comparatives in this MD&A have been presented in accordance with IFRS. Additional information about the Company and its subsidiaries, including its annual information form, is available under the Company's profile on SEDAR (www.sedar.com).

FORWARD-LOOKING INFORMATION

This MD&A contains certain forward-looking statements, which relate to future events or the Company's future performance that include terms such as "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall" and similar terms. These statements involve known and unknown risks, uncertainties and other factors that are beyond the Company's control, which may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

The forward-looking statements (and their underlying material factors or assumptions) in this MD&A include, without limitation, the following:

1. The Company expects that domestic and international student enrolment will increase in the September 2022 semester above levels experienced in 2021 or 2020: the underlying material factors or assumptions is that students will continue to pursue education in increasing numbers.
2. Development fees are expected to be a recurring source of revenues: the underlying material assumption is that the Company's real estate business will continue to expand.
3. The Company expects they will continue to meet obligations as they become due: the underlying material assumption is that the Company will continue to secure new equity or debt financing under reasonable terms and/or refinance existing borrowings as required.
4. The Company expects a new loan will be funded: the underlying material assumption is that all remaining requirements of the lender will be satisfied and the loan funded.
5. The Company's plans for the proposed GEC® real estate projects: the underlying material factors or assumptions are that sufficient equity financing is raised from the investment community and that the applicable limited partnerships are able to secure new loans and to refinance existing loans upon their maturities to enable the purchase and development of the projects; that the relevant municipalities are receptive to the proposed building plans; that these projects can be built or acquired for a price determined reasonable by the Company and its investment partners; there are no significant government policy changes, and that there are no adverse impacts of COVID-19 leading to further delay for the properties under development and these projects can be completed in a reasonable amount of time as determined by the Company and the developers.

The Company believes the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this MD&A should not be unduly relied upon. These forward-looking statements apply as of the date of this MD&A, and the Company assumes no obligation to update or revise them to reflect new events or circumstances except as required by applicable securities law.

Reference should also be made to the risks described herein under the heading "Risks Related to the Company's Business" for a discussion of these and other sources of factors underlying forward-looking statements and those additional risks set forth under the heading "Risk Factors" and elsewhere in the Company's annual information form for the year ended August 31, 2021 which is available under the Company's profile on SEDAR (www.sedar.com).

CIBT Q3 2022 MD&A |1

(in thousands of Canadian dollars except per share and share amounts)

All figures are in thousands of Canadian dollars except share and per share data unless otherwise noted.

Certain monetary amounts, percentages and other figures included in this MD&A have been subject to rounding adjustments and accordingly figures expressed as percentages in certain tables may not be the arithmetic aggregation of the percentages that precede them.

This MD&A has been prepared as of July 13, 2022. In this MD&A, the following terms have the meanings shown:

"Annual Financial Statements" means the Company's consolidated financial statements for Fiscal 2021. "Annual MD&A" means the Company's MD&A for Fiscal 2021.

"Fiscal 2022" means the fiscal year ending August 31, 2022. "Fiscal 2021" means the fiscal year ended August 31, 2021. "Fiscal 2020" means the fiscal year ended August 31, 2020.

"Q1 2022" means the three months ended November 30, 2021. "Q2 2022" means the three months ended February 28, 2022. "Q3 2022" means the three months ended May 31, 2022.

"Q4 2022" means the three months ending August 31, 2022.

"Q1 2021" means the three months ended November 30, 2020. "Q2 2021" means the three months ended February 28, 2021. "Q3 2021" means the three months ended May 31, 2021.

"Q4 2021" means the three months ended August 31, 2021.

NON-IFRS FINANCIAL MEASUREMENTS

The Company has included certain non-IFRS performance measures throughout this document including: (a) Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA"); (b) Adjusted EBITDA which is EBITDA adjusted for the gain (loss) on change in fair value of the Company's investment properties and the gain (loss) on change in fair value of derivative instruments; (c) Book Value per share ("BVPS"), which is total shareholders' equity divided by total outstanding shares at the end of the reporting period; and (d) gross margin ("Gross Margin") which is the difference between revenue and direct cost of sales, divided by revenue, expressed as a percentage. These non-IFRS financial measurements do not have any standardized meaning as prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Management uses EBITDA metrics to measure the profit trends of the business units and segments in the consolidated group since it eliminates the effects of financing decisions. Certain investors, analysts and others utilize these non-IFRS financial metrics in assessing the Company's financial performance. These non-IFRS financial measurements have not been presented as an alternative to net income (loss) or any other financial measure of performance prescribed by IFRS. Reconciliation of the non-IFRS measures have been provided on page 14 of this MD&A.

Date of Report - July 13, 2022

CIBT Q3 2022 MD&A |2

(in thousands of Canadian dollars except per share and share amounts)

CIBT EDUCATION GROUP INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THREE AND NINE MONTHS ENDED MAY 31, 2022

NATURE OF BUSINESS

CIBT is one of the largest education and student housing investment companies in Canada, focused on the domestic and global education market since 1994. The Company's common shares are listed on the Toronto Stock Exchange (the "TSX") under the trading symbol "MBA" and quoted on United States OTCQX-International under the trading symbol "MBAIF".

The Company owns business and language colleges, student-centric rental apartments, recruitment centres and corporate offices at 45 locations in Canada and abroad. CIBT offers over 150 educational programs in health care, business management, e-commerce, hotel management, and language training via its education subsidiaries. Its real estate business provides rental housing and provides accommodation service to 90 schools in the Metro Vancouver area, British Columbia, serving domestic and international students from 71 countries. In 2021, the Company provided educational and housing services to nearly 10,000 students through its 45 locations. The Company controls and is an investor in limited partnerships that own a network of serviced apartments and one hotel. Certain subsidiaries of the Company act as general partner and manager to these limited partnerships.

The Company's operating entities are as follows:

Legal / Operating Entity	Business Description
Global Education City Holdings	Investment holding, development and management company with a focus on
Inc. ("GECH")	real estate projects such as serviced apartments and hotels for domestic and
	international students as well as corporate housing in the Metro Vancouver area
	of British Columbia
Sprott Shaw College Corp.	Private career and technical training college offering diplomas and certificates in
("SSCC")	health care, tourism, hospitality, business, administrative, technical trades, and
	international studies in Canada
Sprott Shaw Language College	English as a Second Language College, offering accredited programs such as
("SSLC") and Vancouver	General English (ESL), College Preparation/Pathway, Business English, Medical
International College Career	English, English Language Test Preparation, Vacation English and Online
Campus ("VIC")	English
	Career-training College, offering accredited programs in the following fields:
	Business Management, Customer Service, TESOL Teacher Training;
	Interpreting and Translation for Koreans and Online English Teacher Training
Global Education Alliance Inc.	Recruitment of international students and on-ground concierge services for elite
("GEA")	kindergarten, primary, secondary school and university students coming to study
	in North America
CIBT School of Business &	College program provider offering automotive technical training, English
Technology Corp. ("CIBT China")	teacher preparation, English as Second Language, and accounting programs in
	China
IRIX Design Group Inc. ("IRIX")	Design and advertising company which mainly services the real estate industry

The Company's primary business units consist of three categories with Corporate (head office) as the supporting hub: Education related real estate: GECH; Education: SSCC, SSLC/VIC, GEA, and CIBT China; and Media: IRIX.

THIRD QUARTER HIGHLIGHTS

The COVID-19 pandemic continued to evolve and impact the Company in Fiscal 2021 as described in the Annual MD&A. During Q2 and Q3 2022, restrictions continued to be lifted; however, in mid-December 2021, the spread of the Omicron variant of COVID-19 resulted in re-imposed restrictions on travel and limitations on size of gatherings during Canada's fifth wave of the pandemic. In April 2022, the sixth wave was driven by a more contagious subvariant of the Omicron variant; however, the removal of COVID-19 related restrictions continues to proceed across the country. Despite this progress, the pandemic is not over and it is possible restrictions could return.

CIBT Q3 2022 MD&A |3

(in thousands of Canadian dollars except per share and share amounts)

Canada reopened its border to non-essential travel for fully vaccinated visitors from the United States in early August 2021 and from other countries in early September 2021. For the September 2021 semester start, many international students commenced classes which is reflected in the substantial growth of SSLC/VIC revenue. A percentage of international students chose to defer return to class until the Spring 2022 semester given the latest variants of COVID-19 and a steady stream of domestic and international students have returned to class throughout Q1 and Q2 2022. Enrolment for the September semester is expected to be higher than the same period of 2021 and 2020.

References to COVID-19 are made throughout this MD&A to describe significant changes in financial results. There have been no significant changes to the information appearing in the sections of the Annual MD&A titled Industry Growth Prospect or Outlook for Fiscal 2022.

Real estate portfolio and transactions

During Q3 2022, the Company continued to receive offers from parties interested in buying certain of the Company's properties given the strong demand and low supply for income producing properties. The decision to sell a property will be based on the price offered and other terms and conditions related to the future management of a property after any potential sale. At the date of this report there were no binding deals in place for any of the properties.

Despite a promising rental environment, inflation and prime rate increases continue to create economic uncertainty There continue to be global supply-chain constraints and labour shortages and these increase the cost of goods and services, including construction costs for the Company's development properties. The Company is also impacted by delays at various city departments which in turn impacts the activity on development properties and the recognition of development fees.

GEC® King Edward ("Project 2")

Construction, which commenced in January 2021, is well underway. Occupancy was originally expected to occur in September 2022 in time for the fall 2022 school semester; however, based on the current construction schedule the building will be available for rent in Q2 2023 and will add approximately 190 beds to the Company's portfolio.

GEC® Richmond ("Project 9")

In March 2018, a subsidiary of the Company, Global Education City (Richmond) Limited Partnership 9 ("LP 9"), entered into a purchase contract and paid a deposit to purchase two of the seven buildings to be constructed at the Atmosphere Project in Richmond, British Columbia. The developer has been unable to meet its construction schedule and in September 2021, the building permits for the initial construction of the buildings' foundation expired after a period of inactivity. At August 31, 2021, the Company expected to fully realize the full amount of the deposits and amounts due from developer based on the value of collateral securing the amounts.

On April 1, 2022, the developer and its partners (collectively, the "Developer") applied for and was granted an initial order to commence proceedings under the Canada Companies' Creditors Arrangement Act (the "CCAA") to restructure its business. A hearing in the Supreme Court of British Colombia (the "Court") was scheduled in late April at which time the Developer, under supervision of the court, was to determine whether the project would be restructured or sold. The Court has extended the timelines and resolution of this matter is not expected until early August and may be delayed again. There is the possibility that LP 9 may not be repaid the full amount of the deposits or the amounts due from the Developer depending on the final decision made by the Court; however, the outcome cannot be reliably estimated at this time. The Company will continue to explore options related to the project under the CCAA process, including partnering with other developers to ultimately construct the project, with any such possible outcomes being subject to approval of the Court.

Borrowings

During Q3 2022, limited partnerships controlled by the Company modified the terms of various financing arrangements to change maturity dates. IFRS requires a Company to remeasure the debt instrument at the present value of the estimated cash flows under the new agreement. At the date of modification, the difference between the present value of the existing loan and the new agreements is measured. During Q3 2022 and the nine months ended May 31, 2022, non-cash gains on modification of debt of $380 and $3,400, respectively, were recognized which are included in other income (expense), net on the condensed consolidated interim statements of comprehensive income and loss.

The prime rate has increased three times during Fiscal 2022 and the Bank of Canada has indicated additional interest rate increases may occur during the rest of calendar 2022. At May 31, 2022, approximately 69% of the Company's debt portfolio have variable rates which are subject to minimum rates. This means that despite recent prime rate increases for the majority of the Company's variable debt, the interest rates did not increase above the stated minimum rates and therefore there was only nominal impact on interest expense to May 31, 2022. The Company does anticipate interest costs will increase in Q4 2022 and management is currently investigating ways to mitigate against these increases. See section "Financial Instruments and Financial Risk Management - Liquidity Risk - Contractual Obligations" for further details.

CIBT Q3 2022 MD&A |4