Glow Lifetech : MD&A - Mar 31, 2022

Glow LifeTech Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 2022

(Expressed in Canadian Dollars)

Dated May 30, 2022

Management's Discussion and Analysis of Operations

For the quarter ended March 31, 2022

This Management's Discussion and Analysis ("MD&A) is prepared as at March 31, 2022 and has been prepared in accordance with International Financial Reporting Standards ("IFRS). All amounts are in Canadian dollars.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company's directors follow recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

Caution Regarding Forward Looking Statements

This document contains forward-looking statements, such as statements regarding future sales opportunities in various global regions and financing initiatives that are based on current expectations of management. These statements involve uncertainties and risks, including the Company's ability to obtain and/or access additional financing with acceptable terms, and delays in anticipated product sales. Such forward-looking statements should be given careful consideration and undue reliance should not be placed on these statements.

The preparation of the MD&A may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management bases estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Management believes the accounting policies, outlined in the Significant Accounting Policies section of its consolidated financial statements, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

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Introduction

The following MD&A for the quarter ended March 31, 2022 has been prepared to help investors understand the financial performance of Glow LifeTech Corp. ("the Company" or "Glow"), in the broader context of the Company's strategic direction, the risk and opportunities as understood by management, and the key metrics that are relevant to the Company's performance. The Audit Committee of the Board of Directors has reviewed this document and all other publicly reported financial information for integrity, usefulness, reliability and consistency.

All amounts are expressed in Canadian dollars (CAD) unless otherwise noted.

Additional information about Glow LifeTech Corp., this document, and the related quarterly financial statements can be viewed on the Company's website at www.glowlifetech.com.

Corporate Overview

The Company was incorporated as "Ateba Mines Inc." under the laws of the OBCA on February 1, 1988. Ateba subsequently changed its name to "Ateba Technology & Environmental Inc." on January 17, 2001. Ateba subsequently changed its name to "Ateba Resources Inc." on October 16, 2008. Ateba completed the Consolidation on February 26, 2021 and changed its name to its current name, "Glow LifeTech Corp." in connection with the Transaction. Ateba was inactive and had no operating business of its own prior to the Transaction.

Upon closing of the Transaction on March 3, 2021: (i) the Company (then Ateba) and Glow consummated a business combination pursuant to the Business Combination Agreement by way of a three-cornered amalgamation, pursuant to which the Company became the direct parent and sole shareholder of Amalco; (ii) the Company changed its name to "Glow LifeTech Corp."; and (iii) Subco changed its name to "Glow LifeTech Ltd.". The Transaction constituted a Reverse Takeover of the Company by Amalco, with Amalco as the reverse takeover acquirer and the Company as the reverse takeover acquiree, under applicable securities laws and for accounting purposes under IFRS.

The Common Shares were listed for trading on the CSE under the symbol "GLOW" on March 15, 2021.

The Company's head office is located at 65 International Blvd., Suite 202, Etobicoke, Ontario, M9W 6L9.

On March 3, 2021, Glow completed its Reverse Takeover of Ateba pursuant to the terms of the Business Combination Agreement. The Transaction was completed between Glow and Ateba whereby Ateba acquired all of the issued and outstanding shares of Glow in exchange for 47,334,379 Common Shares and Glow became a wholly-owned subsidiary of the Company. With the completion of the Transaction the Common Shares became listed on the CSE under the symbol "GLOW". In connection with the completion of the Acquisition:

• The Company acquired all the shares of Amalco from the holders thereof in exchange for the issuance of 47,334,379 Common Shares on a one-for-one basis, and all existing

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convertible securities of Amalco became convertible or exercisable into Common Shares rather than shares of Amalco;

• The directors and officers of the Company resigned and were replaced with nominees of Amalco;
• Ateba completed a consolidation of its common shares on the basis of one and a half (1.5) pre consolidation shares for one (1) post-consolidation share;
• Subco became a wholly-owned subsidiary of the Company and the business of Amalco became the business of the Company.

Additional details regarding the Transaction and the business of the Company can be found in the Company's Listing Statement as filed on the Company's SEDAR profile on March 12, 2021.

Description of Business

The Company is an innovative technology company in the health-tech, nutraceutical and cannabis sectors. The Company's primary business is the commercialization of technologies in the cannabis and nutraceutical sectors, and supported by the intellectual property, licences and trade secrets from Swiss Pharmacan ("SPC") of Switzerland, called MyCell Enhanced™ Technology. The Company maintains the exclusive North American rights for the production, sale and distribution rights for the certain micellization technology applicable to: cannabis and hemp derived ingredients, curcumin, vitamin K and iron, pursuant to the exclusive license agreement entered into between its wholly owned subsidiary (Swiss Pharma) and Pharmacan.

As disclosed on January 11, 2022, Glow is actively developing novel cannabis formulations. The technical development focuses on novel cannabis which is separate from the portfolio SPC technology.

MyCell Tech API Delivery Technology

The absorption of many fat-soluble active ingredients such as carotenoids, tocopherol, lipophilic vitamins, herbals, essential fatty acids and cannabis extract is inherently limited by the physiological processes within the body when ingested1. MyCell Technology encapsulates fat- soluble compounds inside small carrier particles called micelles, constructed from all-naturalplant-based ingredients, to improve absorption. A micelle2 is composed of an aggregate of amphiphilic molecules with the fat-soluble substance contained in the core surrounded by the amphiphilic molecules around the perimeter with a particle size between 5-100nm3. The MyCell Technology encompasses the process, ingredients, and technique used to produce enhanced cannabis and nutraceutical materials. MyCell Technology has the potential to transform the oral absorption properties of many fat-soluble compounds increasing potency, efficacy, stability, improving taste and introducing new delivery formats.

1. https://www.ncbi.nlm.nih.gov/pmc/articles/PMC2689518/
2. https://www.britannica.com/science/micelle
3. https://en.wikipedia.org/wiki/Micelle

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Bioavailability Challenges for Fat-soluble Nutraceuticals

Substances administered orally are absorbed within the digestive tract through the intestinal cells. These cells are covered by a thin aqueous surface film that allows water-soluble compounds to pass through directly and into the bloodstream. However, fat-soluble compounds do not easily absorb and an additional chemical process occurs whereby the compounds are incorporated into mixed micelles formed from bile salts. The process consumes significant energy and time and as a result most of the fat-soluble compound is excreted. Therefore, the bioavailability, or portion of the substance which reaches systemic circulation within the body is relatively low. The issue of low bioavailability during oral administration affects many cannabinoids and nutraceuticals lowering their efficacy.

MyCell Technology mimics the body's bile-salt micellization process, by encapsulating fat- soluble into artificially created micelles constructed from a natural plant-based ingredient. These pre-formed micelles are ready for immediate absorption when ingested and result in a dramatically increased bioavailability for compounds like fatty acids (e.g. Omega-3), vitamins (A, D, E, K) other nutraceuticals (e.g. curcumin, ginger extract) and cannabis products (e.g. oils, extracts, phytocannabinoids, terpenes).

Details of MyCell Technology

MyCell Technology is an advanced delivery system for fat-soluble compounds with the following features:

• The technology won a prestigious award for innovation excellence in the pharmaceutical industry from the CPhI in 2018.4,5
• Uses an all-natural plant based micellization ingredient which is food grade in contrast to other microemulsion and encapsulating technology which utilize synthetic emulsifiers.
• The chemical composition of the micellized substance remains unchanged.
• Maximum bioavailability from oral consumption.
• Water-compatibilityallows for liquid formats such as beverages, droppers, concentrates, sprays, foams. Liquids are transparent and not hazy.
• Clean ingredient label for natural health products.
• Enhanced thermal, mechanical, chemical, sensory, and microbiological stability.
• No organic solvents used in process.
• More precise dosing for therapeutic applications due to consistent absorption leading to better experience by the user.
• Cost savings as less quantity of product is needed for the same effect due to higher potency.
• Scalable, low-cost and flexible manufacturing processes allowing for low-footprint manufacturing and utilization of the same equipment for several products.

1. https://awards.cphi.com/winners/2018-winners/
2. https://awards.cphi.com/categories/#cat02

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