Plant Brands : MD&A - June 30 2022

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MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

(Expressed in Canadian Dollars)

INTRODUCTION

This management discussion and analysis ("MD&A"), prepared on August 25, 2022, should be read in conjunction with the unaudited condensed consolidated financial statements for the period ended June 30, 2022 and the audited consolidated financial statements for the year ended December 31, 2021 and 2020. All amounts are stated in Canadian dollars unless otherwise indicated. These financial statements together with this MD&A are intended to provide investors with a reasonable basis for assessing the financial performance of Plant & Co. Brands Ltd. ("the Company" or "Plant&Co.").

Management of the Company 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, are complete and reliable. The Company's board of directors (the "Board") follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Company's Audit Committee meets with management quarterly to review the financial statements and the MD&A and to discuss other financial, operating and internal control matters. The read is encouraged to review the Company's statutory filing on www.sedar.com.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains certain statements that constitute forward-looking statements (within the meaning of the Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions or results "will", "may", "could", or "should" occur or be achieved. The forward-looking statements may include statements regarding exploration results and budgets, mineral resource estimates, work programs, capital expenditures, timelines, strategic plans, market price of commodities or other statements that are not of fact. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company may differ materially from those reflected in forward-looking statements due to a variety of risks, uncertainties, and other factors. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties involved in disputes and litigation, fluctuations in commodity prices and currency exchange rates; uncertainty of estimates in capital and operating costs, recovery rates, production estimates and economic return; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; uncertainty regarding legalization; uncertainty regarding changes in laws, regulations and guidelines; and uncertainty as to timely availability of licenses, permits and other government approvals and other risks and uncertainties disclosed in other information released by the Company from time to time and filed with the appropriate regulatory agencies.

It is the Company's policy that all forward-looking statements are based on the Company's beliefs and assumptions, which are based on information available at the time these assumptions are made. The forward-looking statements contained herein are as at August 25, 2022 and are subject to change after this date and the Company assumes no obligation to publicly update or revise the statements to reflect new events or circumstances, except as may be required pursuant to applicable laws. Although management believes that the expectations represented by such forward-looking information or statements are reasonable, there is a significant risk that the forward-looking information or statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate.

Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward- looking information or statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties, and other factors such as those described above. The Company has no policy for updating forward-looking information beyond the procedures required under applicable securities laws.

Additional information related to the Company is available for view on SEDAR at www.sedar.comor by requesting further information from the Company's head office in Vancouver.

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Company Background

Plant & Co. Brands Ltd. (the "Company" or "Plant&Co") was incorporated pursuant to the Canada Business Corporations Act on November 24, 2014. On August 12, 2019, the Company changed its name from Cannvas MedTech Inc. to Eurolife Brands Inc. On December 4, 2020, the Company changed its name from Eurolife Brands Inc. to Plant & Co. Brands Ltd.

On June 23, 2017, the Company continued from the federal jurisdiction to the jurisdiction of British Columbia. The Company's corporate office is located at Suite 400, 1681 Chestnut Street, Vancouver, British Columbia V6J 4M6.

Plant&Co. Brands Ltd. is a modern health and wellness company curating delicious plant-based foods. It offers a growing number of delicious plant-based food products through four plant-based brands Holy Crap Foods Inc., YamChops, Lummberheads and Heal Wellness.

The Company shares trade on the CSE under the symbol "VEGN", on the Frankfurt Stock Exchange as "VGP" and on the over-the-counter market exchange as "VGANF".

Company Operations

Plant & Co. is focused on the health and wellness sector in North America. The Company has made four acquisitions in the plant-based food sector over a two year period. These acquisitions establish the foundation to which Plant & Co will grow its operations. With these acquisitions, Plant & Co. has acquired businesses with revenue and the Company will continue to grow this base business organically and by acquiring additional assets that provide synergies to existing assets as well as expand the product base and geographical footprint of the business.

Plant&Co's M&A strategy continues to be one of accretive business acquisitions. With the creation of a new board in June 2021, the wealth of knowledge added to the business with such people as Kevin Cole (20 years building consumers package goods businesses), Alex Rechichi and Mark Rechichi from the CraveIt Restaurant Group (founders of Mucho Burrito, Extreme Pita and other successful business ventures). Plant&Co is well situated to accelerate revenue on our path to profitability. Plant&Co can also improve operations through the development and execution of multiple brand and channel strategies within this same resource pool of the company, including leveraging shared distribution networks within Plant&Co's network.

In addition to the seasoned Board of Director's and Management, Plant& Co. added to its corporate team in the second quarter with the appointment of Sean Black as Chief Investment Officer. Mr. Black is currently the Chief Development Officer of CraveIT Restaurant Group. He oversees brand growth and franchise development of the CraveIT brand portfolio. He has held this position since 2014. In 2021, CraveIT Restaurant Group sold its interest in The Burgers Priest restaurant brand, including its 25 franchised and corporately owned stores, to Recipe Unlimited, a publicly traded company on the Toronto Stock Exchange. From 2013 to 2014, Mr. Black held the executive level position of Chief Development Officer at MTY Food Group

Plant&Co. operations are focused on growing our Quick Service Restaurants ("QSR") and Consumer Packaged Goods ("CPG") businesses. With the two business units, Plant&Co intends to add additional brands and businesses over the balance of 2022 and 2023.

YamChops, specializes in the preparation, distribution, and retail sales of dozens of proprietary plant-based meats, chicken, pork, fish, and various other vegan style food products in both a business-to-business ("B2B") and business-to-consumer ("B2C") revenue models. YamChops is a plant-basedQSR, butcher and marketplace offering protein alternatives, prepared foods, meals and specialty food products. In addition to our current location in Toronto, our products are in over a dozen retail, wholesale, and food service establishments. Over the past 18 months, Yamchops has continued to improve menus and operations to optimize their restaurant offerings, day-to-daydeli counter and CPG operations with the help of Plant&Co management team and Directors. As the COVID19 restrictions ease and the business environment continues to change, the YamChops team has been focused on building sales, improving operations and building distribution via new retailers and food service contracts, all while reducing costs to remain fiscally responsible during these times.

YamChops has a new strategic roadmap to profitability. Efforts to increase store traffic and revenue have been implemented, as we continue to see a return for direct orders. YamChops has increased its marketing campaign on social media platforms, digital food service platforms such as UberEats, and as a result have seen steady sales throughout its operating platforms this quarter. Improved marketing efficiencies will contribute to profitability. Our objective is to expand distribution, evolve product development and introduce new innovative products within YamChops as we continually grow the YamChops brand and business. Our Toronto location has recently re-modelled to add the Heal Wellness (see below) Brand we recently acquired.

Holy Crap Brands is a line of high-fiber,plant-basedsuper-seed cereals and oatmeal's that helps you maintain good gut health. When you have a healthy gut, it impacts your total wellbeing and is proven to help your mental health. Based on this premise, the strategy of this brand is to implement both a B2B as well as a B2C revenue model to reach more consumers and accelerate growth.

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Since acquisition in February 2021, Holy Crap Cereals has increased its retail distribution by adding several new retailers to its portfolio, which have contributed to growth, and an increase of retail presence across Canada. In addition, it has also added DSM and Rabba Fine Foods as a broker to further expand its distribution in the Canadian market.

In its B2C execution, Holy Crap has increased sales since acquisition by Plant&Co. As consumers increasingly return to stores with the easing of COVID-19, online sales have pulled back vs record highs however the team continues to improve operations and is back to adding new users month over month. In 2022, Holy Crap will continue to push forward and drive sales revenue and increase its distribution at key retailers and digitally.

Heal Lifestyle - On May 9, 2022, Plant&Co acquired a controlling interest in Heal Lifestyle Inc. Heal operates three Heal Wellness plant-based quick serve restaurants in Southern Ontario and has recently opened a fourth location in our Yamchops facility in Toronto.

Heal Wellness provides fresh plant-based wellness foods that power and support a busy, active lifestyle. The Company offers a wide variety of smoothie bowls, smoothies, waffles, tea and coffee,. Every superfood ingredient in the Heal Wellness menu is carefully selected with the intention of fueling the body with a reduced ecological footprint.

The Heal Lifestyles acquisition was the second acquisition for Plant&Co in 2022. The acquisition of a controlling interest in Heal Lifestyle was accretive and is a key part of Plant&Co's growth plans moving forward. Additional locations for Heal Wellness are currently being evaluated.

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LumberHeads Food Co. - On February 1, 2022, Plant&Co acquired a controlling interest in LumberHeads Food Co. LumberHeads offers an incredible tasting and handcrafted plant-based Kettle Corn snack food. Their products are peanut and nut free, gluten free, dairy free and allergen free. The company has earned a reputation for high quality and great customer service from a growing and loyal customer base. The acquisition allows Plant&Co to assist LumberHeads in growing its business and support its growing product line of plant based foods.

Company Highlights and Outlook

During the beginning of 2022 and 2021, the Company completed a number of key initiatives and transactions that have enhanced the operations of the Company and allowed it to develop its footprint in the plant-based market.

• In July 2022, the Company closed two tranches of a non-brokered private placement (the "Private Placement") of unsecured convertible debentures (the "Debentures") for a total of $2,000,000. The Debentures have a term of 24 months, and pay interest at a rate of twelve percent (12%) per annum payable quarterly after the closing date of of June 30, 2022 for the first tranche of $1,295,000 and July 8, 2022 for the second tranche of $705,000 (the "Closing Date"), maturing on the date that is the second anniversary of the first date that the Debentures are issued (the "Maturity Date") and are convertible at the holder's option into common shares of the Company every three months after the Closing Date, but prior to the Maturity Date, into common shares at a conversion price equal to (a) C$0.20 per common share if converted in the first 12 months after the Closing Date; or (b) C$0.25 per common share if converted after the first 12 months after the Closing Date, provided that not less than 25% of the outstanding principal, and any interest amounts owed, is converted (the "Conversion Price").
• On May 27, 2022, Sean Black joined the Plant&Co team as Chief Investment Officer.
• On May 5, 2022, the Company acquired a 50% controlling interest in Heal Lifestyle Inc. ("Heal Wellness"), which operates three Heal Wellness Plant-Based Quick Serve Restaurants in Southern Ontario. A joint venture company was set up and Plant issued 2,777,777 common shares to the joint venture for the purchase of its ownership interest.
• On February 1, 2022, pursuant to a share purchase agreement, the Company acquired 51% of the issued and outstanding common shares of Lumber Heads Food Co. in exchange for providing an interest free loan of $75,000 to Lumber Heads Food Co. Lumber Heads Food Co. is a boutique plant-basedsnack food manufacturer based in Ontario, Canada.
• In September 2021, the Company announced the spinout of all cannabis assets to Blackwell Intelligence Inc, a private company. The purpose of the spinout was to allow the Company to remain strategically focused on the plant-based food sector. Blackwell will continue with new management, with a focus on emerging technologies. Upon closing of the arrangement, each shareholder of Plant & Co received 0.09582494 common shares of Blackwell for every common share of Plant & Co held on the share distribution record date of December 29, 2021.
• In July 2021, the Company completed its Notice of Meeting and Management Information Circular to Shareholders. The document outlined the Company's plans to carve-out all businesses and activities related to the cannabis sector.

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Later in 2021, the Company intends to distribute these assets in a single company to current shareholders. On September 2, 2021, shareholders voted in favour of all matters tabled.

• In June 2021, the Company entered into a strategic advisory agreement (the "Advisory Agreement") with Maricom Inc., and 2085086 Ontario Inc. (the "Advisors") represented by Sean Black, Mark Rechichi and Alex Rechichi to assist with the Private Placement and to arrange for Alex Rechichi, Mark Rechichi and Kevin Cole to join the board of directors of the Company (the "Board"). In consideration for the assistance with the Private Placement and the arrangement of strategic appointments to the Board (the "Strategic Board Appointments"), the Company has issued an aggregate of 27,000,000 non-transferrable share purchase performance warrants ("Advisory Warrants") to the Advisors. Each Advisory Warrant entitles the holder to acquire one common share at a price of $0.20 for a period of five (5) years from their date of issue and vest upon the occurrence of performance and market vesting triggers. The vesting triggers occur when the stock reaches a price target of $0.50, $0.75, $1.00, $1.50 and $2.00. Jerry Habuda and Lindsay Hamelin resigned as Directors at this time.
• In June 2021, the Company closed a non-brokered private placement for total gross proceeds of $600,000. The Company issued 3,000,000 units at a price of $0.20 per unit, where each unit consisted of one common share of the Company and one common share purchase warrant of the company, where each warrant entitles the holder to purchase one common share within three years of the closing date at a price of $0.20 per common share.
• In February 2021 the Company via its wholly owned subsidiary Plant & Company Brands Group Inc. completed an amalgamation with Holy Crap Brands Inc. ("Holy Crap") whereby the Company issued 29,300,000 common shares and 4,000,000 share purchase warrants (expiring May 2022) entitling the current Holy Crap warrant holders to purchase one common share of the Company at a price of $0.40.
  Holy Crap produces a high fiber plant based super-seed nutritional cereal that is sold online and in retail locations across Canada and USA.
• In January 2021, pursuant to a share purchase agreement, the Company acquired 100% of the issued and outstanding common shares of 2574578 Ontario Inc. and JDB Innovations Ltd., collectively referred to as
  "YamChops" in exchange for payment of $770,000 and the issuance of 344,828 common shares of the Company.
  YamChops is a plant-based butcher and marketplace restaurant offering protein alternatives, prepared foods, meals and specialty food products in Toronto.

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