Management Discussion and Analysis

For the three and six months ended March 31, 2022

This management's discussion and analysis ("MD&A") of the financial condition and results of operations dated May 30, 2022, relates to the unaudited interim condensed consolidated financial statements for the three and six months ended March 31, 2022 (the "MD&A Financial Period") of MPX International Corporation ("MPXI" or the "Corporation"). This MD&A should be read together with the Corporation's unaudited interim condensed consolidated financial statements for the three and six months ended March 31, 2022 including the notes thereto (the "Interim Financial Statements") as well as the audited annual consolidated financial statements for the years ended September 30, 2021 and 2020 (the "Annual Financial Statements"), including the notes thereto. This MD&A contains forward-looking statements that involve risks, uncertainties and assumptions, including statements regarding anticipated developments in future financial periods and the Corporation's plans and objectives. There can be no assurance that such information will prove to be accurate, and readers are cautioned not to place undue reliance on such forward-looking statements. See also - "Forward-LookingStatements" and "Risk Factors".

Basis of Presentation

The Interim Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), which requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the amount of revenue and expenses incurred during the reporting period. Transactions occurring prior to the Arrangement on February 5, 2019 were derived from the accounting records of MPX Bioceutical Corporation ("MPX Bio"). The financial information up to February 5, 2019 is intended to be representative of the entities had MPXI been operating them as a stand-alone entity, subject to MPX's control, during this time. The financial information related to this period has been prepared by MPXI's management in accordance with IFRS and requires the use of significant judgments made in allocating reported amounts related to MPX Bio. In the opinion of management, the Interim Financial Statements reflect all adjustments necessary to present fairly the consolidated statements of financial position and the consolidated statements of net loss and comprehensive loss in accordance with IFRS. However, they may not reflect MPXI's financial position or results of operations had the Corporation been operating in its current structure for the reporting periods presented in these consolidated financial statements, during which time it was a subsidiary of MPX Bio. References to the Corporation before February 5, 2019 should be inferred to be MPXI.

The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. Unless otherwise stated, all dollar amounts are expressed in Canadian dollars. This MD&A has been prepared in accordance with the MD&A disclosure requirements established under National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators.

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Forward-Looking Information

Certain statements in this MD&A may contain "forward-looking information", within the meaning of applicable securities laws, including "safe harbour provisions" of the Securities Act (Ontario) with respect to the Corporation and its subsidiaries. Forward-looking statements are not historical facts and involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, the Corporation's objectives and intentions as well as statements about the growth of the business, production and revenue expectations and the licensing of facilities. Forward-looking statements are necessarily based on several estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. The words "believe", "plan", "intend", "estimate", "expect", or "anticipate" and similar expressions as well as future or conditional verbs such as "will", "should", "would", and "could" often identify forward-looking statements. The Corporation has based these forward-looking statements on its current views with respect to future events and financial performance. With respect to forward-looking statements contained in this MD&A, the Corporation has made assumptions and applied certain factors regarding, amongst other things, general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; the Corporation's ability to effectively deal with the restrictions, limitations and health issues presented by the COVID-19 pandemic; future cannabis pricing; cannabis cultivation yields; costs of inputs; its ability to market products successfully to its anticipated clients; reliance on key personnel and contracted relationships with third parties; the regulatory environment in Canada, Malta, South Africa, Switzerland, Thailand and other international jurisdictions; the application of federal, state, provincial, county and municipal laws; and the impact of increasing competition.

These forward-looking statements are also subject to the risks and uncertainties discussed in the "Risks and Uncertainties" section and elsewhere in this MD&A and other risks detailed from time to time in the publicly- filed disclosure documents of the Corporation which are available at www.sedar.com. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which could cause actual results to differ materially from the conclusions, forecasts or projections anticipated in these forward-looking statements. Although MPXI believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this MD&A, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, MPXI disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

BUSINESS OVERVIEW

MPXI is a multinational diversified cannabis company focused on developing and operating assets across the international cannabis industry with an emphasis on cultivating, manufacturing and marketing products which include cannabinoids as their primary active ingredient. With current operations spanning four continents in Canada, Switzerland, South Africa, Malta and Thailand as well as evolving partnership and distribution opportunities in other jurisdictions, MPXI continues to position itself as an emergent global participant in the cannabis industry.

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In Canada, Canveda Inc. ("Canveda"), a wholly-owned subsidiary of MPXI, is currently authorized to cultivate, process and sell our cannabis-based products to other licence holders and provincial government agencies through wholesale arrangements, and directly to Canadian patients for medical use. We have developed outsourced extraction and formulation capabilities for multiple cannabis-based products.

Through Canveda, the Corporation is producing and distributing three main types of products: (i) cannabis flower; (ii) cannabis extract and related products; and (iii) cannabis derivatives, including edibles and concentrates. MPXI's CO2 oil products are sold to both recreational and medicinal markets under the brand names Strain Rec TM and Salus BioPharma, respectively. Its recreational products are sold under several brands, each targeted to a specific product and/or price point, allowing the company to distribute across the entire market spectrum. Canveda operates a fully constructed 12,000 square foot cannabis cultivation processing and distribution facility located in Peterborough, Ontario. MPXI's Canadian assets provide the foundation for further vertical integration of the Corporation from seed-to-sale, both in Canada and globally.

With regards to international operations, the company has established CBD and THC processing capabilities in Thailand, Switzerland and Malta as well as the development of cultivation opportunities in South Africa. Thailand and Malta are being developed further in fiscal 2022 and are expected to commence generating revenue within the next 12 months.

Management's experience across all segments of the cannabis value chain, specifically in relation to extracted products as well as distribution and brand development, permits the Corporation to compete effectively within the Canadian recreational and medical markets and has optimally positioned the Corporation for significant global growth as the regulatory environment in other jurisdictions continues to evolve. The Corporation intends to create a network of extraction, manufacturing and retail facilities in Europe, with an initial focus on Malta and Switzerland, with biomass provided by cultivators in other international jurisdictions supplemented by its own low-cost cultivation in South Africa, and to export its products around the world subject to receiving applicable approvals from applicable governments.

In conjunction with the Corporation's global expansion, the Corporation has engaged with financial advisors in North America and Europe to assist the Board to review, consider and evaluate opportunities that enhance shareholder value. These opportunities could include, among other things, an acquisition, a merger or other business combination, a financing of the Corporation as a whole or one or more individual business units / subsidiary level investments, a sale of assets of the Corporation or other forms of transactions that may be available to MPXI.

The Corporation's Board of Directors ("Board") has also formed a special committee to oversee the review process that has arisen because of MPXI's successful funding and operational strategy in Thailand. The Board is committed to evaluating fully appropriate opportunities while concurrently supporting management and employees in their delivery of products and services to customers and partners.

The Board has not set a timetable for this process, nor has it made any decisions related to any opportunities at this time. There can be no assurance that the exploration and review of such opportunities will result in a transaction and the Corporation does not intend to provide announcements or updates unless or until it determines that further disclosure is required by law.

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CORPORATE STRUCTURE AND HISTORY

The Corporation was incorporated under the name "2660528 Ontario Inc." under the Business Corporations Act (Ontario) ("OBCA") by articles of incorporation dated October 17, 2018. Articles of amendment were filed on November 13, 2018 to, among other matters, change the name of the Corporation to "MPX International Corporation" and its common shares (the "MPXI Shares") commenced trading on the Canadian Securities Exchange ("CSE" or "Exchange") under the ticker symbol "MPXI" on February 6, 2019. MPXI's registered office is located at 5255 Yonge Street, Suite 701, Toronto, Ontario, Canada, M2N 6P4.

On February 5, 2019, the plan of arrangement (the "Arrangement") among MPXI, MPX Bio and iAnthus Capital Holdings Inc. ("iAnthus"), under the Business Corporations Act (British Columbia) was completed whereby MPXI acquired the Non-U.S. MPX Bio Assets (defined below) from MPX Bio in accordance with the terms of an arrangement agreement, as amended, among, inter alia, iAnthus and MPX Bio, dated October 18, 2018 (the "Arrangement Agreement").

The "Non-U.S. MPX Bio Assets" include, among other things: each of Salus BioPharma Corporation ("Salus BioPharma"), Canveda, a 50% stake in MPX Australia Pty Ltd. ("MPX Australia") (MPXI subsequently acquired the remaining interests of MPX Australia), Spartan Wellness Corporation ("Spartan" and, together with MPX Australia, Salus BioPharma and Canveda, the "MPXI Subsidiaries") and the assets held by the above-listed entities and any tax-loss carry forwards belonging to MPX Bio and the MPXI Subsidiaries.

Canadian Assets

Canveda Inc.

MPXI is the sole shareholder of Canveda, a licensed cultivator, processor, and seller under the Cannabis Act. Canveda has a fully constructed 12,000 square foot facility located in Peterborough, Ontario that produces high quality cannabis flower (the "Canveda Facility"). Canveda was originally issued a cultivation licence under section 35 of the Access to Cannabis for Medical Purposes Regulations (the "ACMPR") on June 12, 2017. The ACMPR was replaced by the Cannabis Act and Cannabis Regulations on October 17, 2018. Canveda's licence was amended under the Cannabis Regulations on February 22, 2019 to permit the processing and sale of cannabis for medical purposes and again on July 26, 2019, to permit the sale of fresh and dried cannabis products in accordance with Sections 11(5), 17(5) and 27 of the Cannabis Regulations. Most recently, on November 26, 2020, Canveda received a further licence amendment authorizing Canveda to produce, sell, and export all categories of authorized Canadian cannabis products, including topicals, extracts and edibles (the "Canveda Licence"). This amendment allows Canveda to immediately expand into the production and sale of 'Cannabis 2.0' products, including extracts, vapes, tablets and topical creams. These products will be offered under both the Salus BioPharma medical brand and the popular recreational Strain Rec™ brand.

The Canveda Licence allows Canveda to develop its medical patient and product strategy and to sell its products directly to registered patients for medical purposes, provincial and territorial cannabis boards, permitted wholesalers and other holders of a licence for sale.

Canveda introduced its recreational cannabis brand Strain Rec™ in the Province of Saskatchewan in August 2020. The Strain Rec™ brand is present in nearly half of Saskatchewan's existing retail stores. Canveda also supplies its Strain Rec™ products to the Provinces of Alberta, British Columbia and Ontario.

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The acquisition of 11157337 Canada Corp and H12 Brands Inc. ("H12")'s intellectual property provides Canveda with several new highly recognized cannabis brands and products which are listed with the provincial boards of British Columbia, Alberta, Ontario and independent licensed distributors in Saskatchewan. The most recognizable brands are Kingsway pre-rolls which are marketed in two versions, namely "Day Shift" (Sativa) and "Night Shift" (Indica) as well as the successful Daize brand of full spectrum vapes.

The previous business model for High 12 Brand's required a partnership with a group of licensed producers which manufactured the products under license from H12 and sold them directly to the provincial cannabis boards. High 12 was not itself a licensed cannabis producer. The acquisition by MPXI will allow its wholly owned subsidiary, Canveda Inc, a full, Health Canada License Holder to produce, market and promote the High 12 Brands directly to the boards generating much higher margins than were available to H12.

Several new products/concepts have been developed and presented to the provincial boards including additional full spectrum vapes currently in vogue in the vape market. BC and Ontario have already accepted to list these new products. The Kingsway product line has been expanded with a new "Split Shift" concept of

  1. multi-pack14- unit pre-roll pack with 7 sativa and 7 indica pre-rolls. As well, the "Pennies" brand, a low- cost package of 5 soft gels has recently been introduced into BC and Alberta with a great response.

Spartan Wellness Corporation

Spartan, a wholly-owned subsidiary of the Corporation, helps veterans suffering from various ailments, mostly psychological, to reduce or eliminate dependencies on highly addictive and unsafe opioids by directing them towards medical cannabis.

Spartan currently has several educational agreements with major Canadian Licence Holders that supply Spartan's network of veterans with medical cannabis. Veterans benefit from insurance coverage provided by Medavie Blue Cross in cooperation with Veteran Affairs Canada ("Veteran Affairs"), which provides them with improved access to medical cannabis. Under the Reimbursement Policy for Cannabis for Medical Purposes, Veteran Affairs provides veterans with reimbursement coverage for up to 3 grams of cannabis per day. However, Spartan can assist veterans through Veteran Affairs' exceptional approval process where coverage for up to 10 grams a day can be approved. As a result, the Corporation believes that veterans represent a significant target for its medical cannabis products.

Spartan is also able to supply its patients with pharmaceutical pain creams (non-cannabis) through Ontario registered compounding pharmacies resulting in an additional revenue stream.

See also - "Corporate Structure and History - Canadian Assets - Medical Cannabis Learning Network."

Salus International Management Ltd.

Salus International Management Ltd. ("SIM") is a private Ontario-based corporation and a partially-owned subsidiary of MPX International Corporation (along with a group of private shareholders). SIM was incorporated to provide design, planning, financing, training, and on-going operational support to cannabis initiatives, partnerships, and joint ventures in Southeast Asia. Its revenue is generated primarily from fees charged for the supply of management services.

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MPX International Corporation published this content on 31 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2022 02:39:05 UTC.