SILO WELLNESS INC.

(FORMERLY YUKOTERRE RESOURCES INC.)

(Expressed in United States Dollars)

Management Discussion and Analysis for the three months ended January 31, 2022

March 28, 2022

This Management's Discussion and Analysis ("MD&A") relates to the financial position and results of Silo Wellness Inc. (formerly Yukoterre Resources Inc.) (the "Company" or "Silo Wellness") for the three months ended January 31, 2022. This MD&A should be read in conjunction with the audited condensed interim consolidated financial statements for the three months ended January 31, 2022, and the audited consolidated financial statements for the year ended October 31, 2021 and the MD&A for the year then ended. Unless otherwise noted, all references to currency in this MD&A are in United States dollars.

All financial statement information discussed in this MD&A have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they come due.

The Company's certifying officers are responsible for ensuring the unaudited condensed interim consolidated financial statements do not contain any untrue statement of material fact or omit a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's officers certify that the unaudited condensed interim consolidated financial statements fairly present, in all material respects, the financial condition, result of operations and cash flows, of the Company as of the date hereof. The Board of Directors approves the financial statements and ensures that management has discharged its financial responsibilities. The Board of Directors' review is accomplished principally through the Audit Committee, which meets periodically to review all financial reports, prior to filing.

This MD&A is as of March 28, 2022. The reader should be aware that historical results are not necessarily indicative of future performance. Unless otherwise noted, all references to currency in this MD&A refer to United States dollars.

Silo Wellness Inc. (formerly Yukoterre Resources Inc.) Management Discussion and Analysis

For the three months ended January 31, 2022

CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS

Certain statements contained in this MD&A constitute "forward-looking information" and "forward- looking statements". All statements, other than statements of historical fact, contained in this MD&A are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, budgets, the Company's wellness retreats in Oregon and Jamaica, sales and distribution of functional mushrooms, the licensing arrangement with respect to the Marley One brand, the development and commercialization of the Company's patent-pending psilocybin nasal spray and plans and objectives of management for future operations. Such statements can, in some cases, be identified by the use of forward-looking terminology such as "expect," "likely", "may," "will," "should," "intend," or "anticipate," "potential," "proposed," "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. The forward-looking statements included in this MD&A are made only as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by applicable securities laws.

Forward-looking statements in this MD&A are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes.

Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include:

  • indebtedness;

  • cash flows and profitability;

  • novel coronavirus "COVID-19";

  • effective growth management;

  • recruiting and retaining employees;

  • competition;

  • new product launches;

  • inventory management;

  • financing requirements and availability of capital;

  • price and volume volatility;

  • fluctuation in operating results;

  • reliance on senior management and other key employees;

  • regulatory regime;

  • economic risk;

  • political conditions;

  • Jamaican operations

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Silo Wellness Inc. (formerly Yukoterre Resources Inc.) Management Discussion and Analysis

For the three months ended January 31, 2022

  • Emerging market risks;

  • uncertainty related to Oregon operations and other states;

  • regulatory risks and uncertainties;

  • non-compliance with laws;

  • risks related to prescribing medication;

  • credit risk;

  • acquisition risk;

  • information technology systems;

  • changes in technology;

  • foreign exchange;

  • limited operating history;

  • reliance on third-party licenses;

  • limited products;

  • limited marketing and sales capabilities;

  • insurance coverage;

  • product liability;

  • trade secrets;

  • patent law reform;

  • patent litigation and intellectual property;

  • protection of intellectual property;

  • no profits or significant revenues;

  • speculative nature of investment risk;

  • dilution of common shares; and

  • use of estimates and measurement uncertainty.

Although the forward-looking statements contained in this MD&A are based upon what management currently believes to be reasonable opinion, estimates and assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. In particular, the Company has made assumptions regarding, among other things:

  • substantial fluctuation of losses from quarter to quarter and year to year due to numerous external risk factors, and anticipation that we will continue to incur significant losses in the future;

  • uncertainty as to the Company's ability to raise additional funding to support operations and future royalty payments to the Licensor;

  • the Company's ability to access additional funding;

  • the fluctuation of foreign exchange rates;

  • the duration of COVID-19 and the extent of its economic and social impact;

  • the impact of COVD-19 on international travel to and from Jamaica and Oregon;

  • the risks associated with the development of the Company's product candidates which are at early stages of development;

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Silo Wellness Inc. (formerly Yukoterre Resources Inc.) Management Discussion and Analysis

For the three months ended January 31, 2022

  • reliance upon industry publications as the Company's primary sources for third-party industry data and forecasts, in particular with respect to the size of global demand for functional mushroom products;

  • variation in consumer demand for functional mushroom products between countries and regions in which the Company operates;

  • reliance on third party contract manufacturers and distributors;

  • the ability of the Company to produce, or require manufacturers to produce, sufficient inventory of functional mushroom products to satisfy distribution requirements and sufficient 5-MeO-DMT for its Jamaican wellness retreats;

  • competition from other psychedelic and functional food/nutraceutical companies;

  • the Company's reliance on the capabilities and experience of the Company's key executives and the resulting loss of any of these individuals;

  • the Company's ability to fully realize the benefits of acquisitions;

  • the Company's ability to develop its intellectual property, including its patent-pending psilocybin nasal spray;

  • the Company's ability to adequately protect the Company's intellectual property and trade secrets;

  • the approval by regulatory authorities of the Company's patent-pending psilocybin nasal spray;

  • the risk of patent-related or other litigation; and

  • the risk of unforeseen changes to the laws or regulations in the United States, Jamaica, Brazil, Colombia, United Kingdom and Canada and other jurisdictions in which the Company operates or intends to operate and the impact of such changes on the Company's operations.

The development and sale of psilocybin-free functional mushroom tinctures involves many variables of uncertainty and requires engagement of various third-party suppliers and distributors. The anticipated demand for the Company's product are based on reasonable assumptions informed by current knowledge and information, including third-party reports on market size and demand for psilocybin-free functional mushroom tinctures which the Company extrapolates to the markets it conducts sales in based on management's knowledge and experience in product marketing and sales. The Company's ability to meet minimum royalty payments pursuant to the Marley One License Agreement is, as a result, based on the forgoing reasonable assumption of the Company.

Furthermore, the successful development of the Company's psilocybin-based nasal spray and associated intellectual property is based on reasonable assumptions including required capital for patent prosecution, product development, licensing, patent infringement litigation and regulatory approval. Development of novel technology and proprietary intellectual property is capital intensive and has a high chance of failure. In particular, the regulatory environment with respect to psilocybin is rapidly developing, and there is no assurance that the regulatory environment in which the Company plans to develop its psilocybin-based nasal spray will change favourably.

The success of and demand for the Company's Oregon and Jamaican wellness retreats are based on assumptions including the availability of 5-MeO-DMT and the impact of COVID-19. The Company believes these assumptions are reasonable and are informed by current knowledge and information that develops, in particular with the rapidly changing COVID-19 global pandemic, the wide availability of laboratories on the island due to the cannabis industry there, and the ease of chemical synthesis of 5-MeO-DMT and the availability of the precursor chemical compounds.

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Silo Wellness Inc. (formerly Yukoterre Resources Inc.) Management Discussion and Analysis

For the three months ended January 31, 2022

In addition to the factors set out above and those identified in this MD&A under "Risk Factors", other factors not currently viewed as material could cause actual results to differ materially from those described in the forward-looking statements. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. Accordingly, readers should not place any undue reliance on forward-looking statements.

CORPORATE OVERVIEW

Silo Wellness (formerly Yukoterre Resources Inc. ("Yukoterre")) was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation, dated February 8, 2017, and on February 26, 2021 was renamed Silo Wellness Inc. The principal activity of the Company was the exploration and evaluation of coal. Common shares of the Company were approved for listing on the Canadian Securities Exchange on September 20, 2019 and traded under the symbol YT.

The Company now offers a global company bridging modern science, current laws and indigenous traditions to make psychedelics available now. Silo Wellness has a diverse and growing portfolio of functional mushroom products (including under the Marley One™ brand), psychedelic wellness retreats in Jamaica and Oregon, cultivation of psychedelic mushrooms and truffles in Jamaica, development of a brick and mortar retail store in Jamaica, and intellectual property, focused initially on the commercialization of its metered-dosing psilocybin nasal spray. As at October 31, 2021 and January 31, 2022, the Company had only one reportable operating segment.

On March 1, 2021, the Company announced that it had successfully completed its amalgamation agreement (the "Amalgamation Agreement") with Silo Psychedelics Inc. (formerly FlyOverture Equity Inc.), operating as Silo Wellness ("Silo Psychedelics"), and 1261466 BC Ltd. ("Yukoterre Subco"), a wholly-owned subsidiary of the Company, which was incorporated on August 14, 2020. Completion of the transactions contemplated in the Amalgamation Agreement result in the reverse takeover ("RTO") of the Company by Silo Psychedelics. The transaction constituted a "Fundamental Change" of the Company, as defined by the policies of Canadian Securities Exchange (the "CSE"). On February 26, 2021, the Company changed its name to Silo Wellness Inc. and the common shares commenced trading on March 5, 2021 under the new ticker symbol SILO (the "Listing Date").

Pursuant to the RTO, the Company indirectly acquired, through an amalgamation with its wholly owned subsidiary, all of the issued and outstanding securities of Silo Psychedelics in exchange for common shares of the Company (the "Resulting Issuer Shares") on a one-for-one basis. Immediately prior to the completion of the RTO, the Company completed a consolidation of all of its issued and outstanding common shares on the basis of two pre-consolidation common shares for one post-consolidation common share and disposed of its holdings of mining leases and claims in the Division Mountain Property to an arms-length third party.

Silo Psychedelics was incorporated under the Business Corporations Act (British Columbia) on November 20, 2018. The Company's previous name was Eighteen Fifty Equity Inc., which was amended

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Yukoterre Resources Inc. published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 20:24:41 UTC.