SOL Global Investments : 2023 Q3 Management’s Discussion & Analysis

SOL Global Investments Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and nine-month period ended August 31, 2023 and the three and nine-month period ended August 31, 2022

(Expressed in Canadian Dollars)

Dated as of October 25, 2023

SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

INTRODUCTION

SOL Global Investments Corp. (the "Company" or "SOL Global") was incorporated under the laws of the Province of Ontario, Canada on January 28, 2005. The common shares of the Company (the "Common Shares") are listed on the Canadian Securities Exchange (the "CSE") under the symbol "SOL", the OTCPK in the United States of America under the symbol "SOLCF", and on the Frankfurt Exchange under the symbol "9SB". The Canadian dollar is the Company's functional and reporting currency. Unless otherwise noted, all dollar amounts within this report are expressed in Canadian dollars. This management discussion and analysis ("MD&A") is dated October 25, 2023, and should be read in conjunction with the unaudited interim condensed financial statements of the Company for the three and nine-month period ended August 31, 2023 and the three and nine-month period ended August 31, 2022 (the "Financial Statements"). Additional information about the Company is available on the Company's SEDAR profile at www.sedar.com or the Company's website at https://solglobal.com/.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking information and statements ("forward-looking statements") within the meaning of applicable securities laws, which may include, but are not limited to, statements with respect to the future financial or operating performance of the Company. Forward-looking statements contained herein that are not clearly historical in nature may constitute forward-looking information. Forward-looking statements reflect the current expectations of management regarding the Company's future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as "may", "will", "expect", "likely", "should", "would", "plan, "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, have been used to identify these forward-looking statements. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the actual results, performance or events to be materially different from any future results, performance or events that may be expressed or implied by such forward-looking statements, including, without limitation, those listed in the "Risk Factors" section of this MD&A. Although the Company has attempted to identify important factors that could cause actual results, performance or events to differ materially from those described in the forward-looking statements, there could be other factors unknown to management or which management believes are immaterial that could cause actual results, performance or events to differ from those anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or events may vary materially from those expressed or implied by the forward-looking statements contained in this MD&A. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Forward-looking statements contained herein are made as of the date of this MD&A and the Company assumes no responsibility to update forward looking statements, whether as a result of new information or otherwise, other than as may be required by applicable securities laws.

BUSINESS OVERVIEW

SOL Global is a diversified international investment and private equity holding company engaged in the small and mid- cap sectors. The Company's investment partnerships range from minority positions to large strategic holdings with active advisory mandates. The Company's primary business segments include Retail (QSR & Hospitality), Technology (with a focus on Clean-Tech and Electric Vehicles), Esports and Gaming, and New Age Wellness.

The Company's investment objectives are to provide shareholders with long-term capital appreciation, dividends and interest by investing in an actively managed portfolio of securities of public and private companies. These companies may be operating in or derive a significant portion of their revenue from the cannabis and/or hemp industry. Notwithstanding the foregoing, the Company is not exclusively focused on investments in the cannabis industry. The Company continues to seek value investments and have invested significant capital in opportunities in other industries, with a view towards the Company's investment objectives. The Company plans to reinvest any profits on its investments to further the growth and development of the Company's investment portfolio.

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SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

UNITED STATES REGULATORY RISK AROUND THE CANNABIS INDUSTRY

In the United States of America, the possession and/or use of cannabis or cannabis related products remains in violation of federal law as cannabis continues to be categorized as a Schedule I controlled substance under the U.S. Controlled Substances Act (the "CSA"). However, medical and adult-use cannabis has been legalized and is regulated in certain states. Thirty-six states, four of five permanently inhabited U.S. territories andthe District of Columbia recognize, in some way medical use of cannabis. In addition, fifteen states plus the District of Columbia recognize, in some way adult recreational use of cannabis. As such, companies who are involved in the cannabis industry in the United States are subject to conflicting and inconsistent state and federal legislation, regulation, and enforcement. Presently, violations of federal laws and regulations in the United States of America may result in fines, penalties, administrative sanctions, convictions or settlements arising from either civil or criminal proceedings commenced by the United States federal government or private citizens. Finally, given the inconsistency in the laws at the federal and state level in the United States of America, the approach to the enforcement of cannabis laws may change at any time. For the reasons set forth above, the

Company's existing interests and operations in the United States cannabis markets may become the subject of heightened scrutiny by regulators, stock exchanges, clearing agencies and other authorities due to the fact that the possession and/or use of cannabis or cannabis related products remains illegal under U.S. federal law, and that enforcement of relevant laws is uncertain and, therefore, a significant risk. Readers are also encouraged to review the following sections of this MD&A: "Regulatory Developments - Regulatory Developments in the United States", "Issuers with U.S. Cannabis-RelatedAssets" and "Risk Factors". As at August 31, 2023, the fair value of the Company's investments in cannabis and related investments in the United States of America totaled $18.5 million (November 30, 2022: $20.5 million). The fair value of non-U.S.cannabis, cannabis related investments and non-cannabisinvestments totaled $103.3 million (November 30, 2022: $124.5 million). In all U.S. jurisdictions in which the Company or its subsidiaries, as applicable, carries out cannabis-relatedactivities, it (or the applicable subsidiaries) has obtained legal advice regarding compliance with applicable state regulatory frameworks, exposure and implication arising from U.S. federal laws in the states where it conducts operations. A As of the date hereof, neither the Company nor, to its knowledge, any of its subsidiaries in which the Company has "direct", "indirect" or "material ancillary involvement" in the U.S. cannabis industry (as described under Staff Notice 51-352- Issuers with U.S. Marijuana Related Activities ("Staff Notice 51-352")have received any notices of violation, denial or non-compliancefrom U.S. authorities, and the Company believes that the activities of its subsidiaries who are engaged in direct involvement of the cultivation or distribution of cannabis in the United States are being done in compliance with applicable state law, however strict compliance with state laws may not act as a shield to federal criminal liability. See "Risk Factors" and "Regulatory Developments" in this MD&A.

Notwithstanding the illegality of cannabis under U.S. federal law, the Company has historically had access to both public and private capital in Canada in order to continue to support its continuing operations, including public and/or private equity offerings of its Common Shares, warrants, convertible debentures and notes. The Company's executive team and the board of directors of the Company (the" Board") also have extensive relationships with sources of private capital (such as funds and high net worth individuals), that could potentially be available. Commercial banks, private equity firms and venture capital firms have approached the cannabis industry cautiously to date. However, there are increasing numbers of high-net-worth individuals and family offices that have made meaningful investments in companies and projects similar to the Company's projects. Although there has been an increase in the amount of private financing available over the last several years, there is neither a broad nor deep pool of institutional capital that is available to issuers that are involved in the cannabis industry. There can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable. See "Risk Factors" in this MD&A.

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SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

FINANCINGS

Non-revolving loan term facility

On September 3, 2021, the Company entered into a secured loan from an arm's length private lender (the "Lender") in the principal amount of $50,000,000 (the "Loan"). The Loan has a term of 12 months, bears interest at the rate of 9% per annum and is secured by a general security agreement. The Loan was entered into for the sole purpose of facilitating its subsidiary's acquisition of all of 1235 Fund LP's rights under the Debenture. To secure the Loan, the Company pledged shares in SOL Verano Blocker 1 LLC, Blue Sky Holdings USA Inc. and other wholly-owned subsidiaries and limited partnerships of the Company. Pursuant to the Loan, the Lender is charging the Company a standby fee of 1.2% per annum until the drawdown date, 2% facility fee and 9% interest per annum calculated on an actual/360 basis. Due to company defaulting on the payments the rate of interest increased by five percent (5%) per annum to fourteen percent (14%). Interest will continue to accrue at default rate (14%) until all outstanding obligations, including unpaid interest are fully paid.

The Loan shall mature and be due and payable in full one year from the date of the advance of the Loan (the "Maturity Date"). The company amended the payment terms several which resulted in facility expense. As of August 31, 2023, the Company recorded $4.8 million in facility fees and $2.4 million in interest expense (November 30, 2022 - $3.9 million in facility fees, Accrued Interest - $2.4 million). On September 3, 2021, the Company drew down the entire Loan in the amount of $50 million to fund the settlement payment in connection with the settlement of litigation with 1235 Fund LP relating to the Debenture. The Company paid a facility fee of $1 million to the Lender and $0.1 million in legal fees. Pursuant to the Loan, commencing sixty days from the advance date and continuing until the earlier of the demand and the Maturity Date, 10% of the outstanding balance of the amount of the Loan shall be paid on the 7th day of each month along with interest. As of August 31, 2023, the Company has made principal payments totaling $46.5 million and $0.9M in interest payment towards the Loan (November 30, 2022 - Principal - $44.5 million). The Company accrued $4,793,723 (November 30, 2022 - $3,894,636) in financing expense related to facility fees which were incurred due to amending original payment terms several times. The company drew down additional loan of $3,063,415 CDN to offset partial amount owing to former director.

Term Loan

On June 3, 2022, the Company entered into a loan agreement with a private lender for a secured loan in the principal amount of $10 million (the "June 2022 Loan"). The June 2022 Loan has a term of 12 months and bears interest at the rate of 9% per annum. The June 2022 Loan is guaranteed by Verano Blocker 1 LLC, a wholly owned subsidiary of SOL Global, and Blue-Sky Holdings USA Inc. ("Blue Sky"), an indirect subsidiary of SOL Global; and is secured with a general security agreement of Blue Sky, which consists primarily of an indirect interest in real estate located in Miami, Florida. The use of proceeds of the June 2022 Loan (net of fees and expenses of the lender) was to reduce the principal amount of an existing secured loan in the principal amount of $50,000,000 received from the Company from a separate arm's length private lender on September 3, 2021. Both parties agreed to extend the term loan which matured June 2, 2023, to April 2, 2024. As part of the extension, the company agreed to the following terms: transfer interest owing $577,500 CDN to the principal balance, increase interest on the loan from 11% to 12.5% and additional financing fee of $50,000.

IFRS 10, DESIGNATION AS AN INVESTMENT COMPANY

The following criteria within IFRS 10, Financial Statements ("IFRS 10"), were assessed by the Company to determine whether it qualifies as an investment entity: (a) the Company obtains funds from one or more investors for the purpose of providing those investors with investment management services; (b) the Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and (c) the Company measures and evaluates the performance of substantially all its investments on a fair value basis. As at August 1, 2018 and up to the date of the Financial statements, the Company determined that it met the definition of an investment entity. As a result of this classification, effective August 1, 2018, the Company deconsolidated its subsidiaries and recognized the interests held as financial instruments classified at fair value through profit /loss.

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SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

SUBSTANTIAL ISSUER BID

On September 23, 2021, the Company announced the launch and terms of its substantial issuer bid, pursuant to which the Company offered to purchase for cancellation up to $30,000,000 of its outstanding Common Shares by way of a "Dutch auction" at a price of not less than $4.05 and not more than $4.25 per Common Share in increments of $0.05 per Common Share. The Company closed the substantial issuer bid on December 8, 2021, with the cancellation of 7,407,404 of the Company's Common Shares for an aggregate purchase price of $30 million.

Income Statement Analysis Comparison for the Three-Month period ended August 31, 2023, and Three- month period ended August 31, 2022

	Three-month period ended August 31,	Three-month period ended	Variance
	2023	August 31, 2022
	$	$	$
Revenue
Net change in fair value of investments	(6,293,357)	(11,178,631)	4,885,274
Interest and other income	324,204	44,292	279,912
Foreign exchange gain (loss)	(38)	(21,228)	21,190
Total revenue	(5,969,191)	(11,155,567)	5,186,376
Expenses
Salaries and consulting fees	735,612	1,076,148	(340,536)
Severance expense	-	(2,065,840)	2,065,840
Share based compensation	-	(4,005)	4,005
General and administrative	527,635	1,151,978	(624,343)
Interest expense	749,700	742,748	6,952
Financing expense	1,281,465	1,348,308	(66,843)
Professional fees and transaction costs	150,695	1,453,058	(1,302,363)
Total expenses	3,445,107	3,702,395	(257,288)
Income (loss) from continuing	(9,414,298)	(14,857,962)	5,443,664
operations before taxes

Comparison of Income Statement for the three-month period ended August 31, 2023, and the three-month period ended August 31, 2022

Net loss from continuing operations before income taxes totalled ($9.4) million for the three-month period ended August 31, 2023, compared to net loss of ($14.9) million for the three-month period ended August 31, 2022. This represents an net change of $5.4 million. Total revenue totalled $6.0 million for the three-month period ended August 31, 2023, compared to revenue of ($11.2) million for the three-month period ended August 31, 2022. This represents an net change of $5.2 million between periods. Total expenses were $3.4 million for the three-month period ended August 31, 2023, compared to $3.7 million for the three-month period ended August 31, 2022, which represents a decrease of $0.3 million.

Significant reasons for the changes in income and loss from operations:

• The net change in fair value of investments of $5.2 million is primarily due to: On November 9, 2021, the Company announced it had completed the disposition of its electric vehicle and clean-technology investment portfolio (the
  "Assets", or collectively the "Portfolio") to House of Lithium Ltd. ("House of Lithium"), an electric mobility platform and climate tech focused spinoff company, preparing for an upcoming public listing. 38,758,776 Class B common shares were issued to the Company (and its direct subsidiary) in exchange for the Assets which were valued at $77,517,553. The company recorded an unrealized loss of $7.6M for the quarter-ending August 31, 2023, compared to unrealized loss of $5.0 million for quarter ending August 31, 2022. In September 2021, the Company, through a wholly-owned subsidiary, invested CDN$14.7 million (USD$11.5 million) in Marsico AXS CS, LLC, ("Marsico CS") an investment vehicle of Colorado-based Marsico Capital Management. Marsico CS was set up as an investment vehicle for the purpose of raising capital and investing in Core Scientific Holding Co. ("Core Scientific") and subsequently completed its investment in Core Scientific. Core Scientific is a large-scale net carbon-

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SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

neutral blockchain infrastructure providers and miners of digital assets in North America. The investment as of August 31, 2023, was valued at $17.8 million an unrealized gain of $9.0 million compared to unrealized loss of $2.4 million for quarter ending August 31, 2022. As of August 31, 2023, the company limited partnership ("LPs") recorded an unrealized loss of $1.6M compared to unrealized loss of $14.4M for period ending August 31, 2022.

• In July 2021, Livwrk SOL Wynwood LLC ("Livwrk Wynwood"), an indirectly owned subsidiary of the Company acquired commercial property in the Wynwood area of Miami, Florida for investment purposes. The property includes a retail storefront, and an office building with associated land ("the real estate asset"). SOL Global, being familiar with Miami, recognized the potential for the city to continue to develop into a hub for technology development, innovation, and entrepreneurship, and the impact that it would have on real estate in the city, and thus saw an investment in Miami real estate as a logical way to diversify its investment portfolio, and add real asset exposure while opening opportunities for value creation through synergies with other investments. The investment as of August 31, 2023, was $18.3 million and the company recorded an unrealized loss of $2.5 million compared to unrealized gain of $1.8 million for quarter ending August 31, 2023.
• The remaining in losses suffered by Cannabis companies due to compressed valuations decline due to lack of institutional investment due to regulatory, legal and banking issues, as a result, the Company impaired the majority of its cannabis investments. In addition, interest and other income decreased by $0.3 million between periods.
• Severance expense decreased by $2.1 million, compared to August 31, 2022. The Company recorded $Nil in severance payable for quarter ending August 31, 2023, compared to $2.0M for period ending August 31, 2022.
• Financing expenses decreased by $0.1 million compared to August 31, 2022. On September 3, 2021, the Company drew down the $50 million line of credit to pay 1235 Fund LP as part of the legal settlement. The Company accrued $1.3 million for the quarter ending August 31, 2023, compared to $1.4 million CDN in facility fees to for the period ending August 31, 2022.
• Salaries and consulting fees decreased by $0.3 million compared to the prior period due to employee departures.
• Professional fees and transaction costs decreased by $1.3 million between periods. This is primarily due to decrease in M&A which resulted in decreased legal and transaction costs.
• General & administrative expenses decreased by $0.6 million between the periods. In the prior period, the Company entered into a new lease agreement for a new office and commercial airplane. The Company recorded Nil in depreciation expense compared to $0.8 million in prior period.

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SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

Income Statement Analysis Comparison for the Nine-Month period ended August 31, 2023, and Nine-Month period ended August 31, 2022

	Nine -month period ended	Nine-month period ended	Variance
	August 31, 2023	August 31, 2022
	$	$	$
Revenue
Net change in fair value of investments	(16,649,909)	(190,682,472)	174,032,563
Interest and other income	1,311,663	1,765,419	(453,376)
Foreign exchange gain (loss)	(18,350)	459,202	(477,552)
Total revenue	(15,356,596)	(188,457,851)	173,101,255
Expenses
Salaries and consulting fees	1,974,810	6,960,698	(4,895,888)
Severance expense	-	21,934,160	(21,934,160)
Share based compensation	-	37,444	(37,444)
General and administrative	1,326,357	2,844,216	(1,517,859)
Interest expense	1,905,933	2,538,587	(632,654)
Financing expense	1,837,054	3,855,788	(2,018,734)
Professional fees and transaction costs	1,272,885	2,990,878	(1,717,993)
Total expenses	8,317,039	41,161,771	(32,844,732)
Income (loss) from continuing	(23,673,635)	(229,619,622)	205,945,987
operations before taxes

Comparison of Income Statement for the nine-month period ended August 31, 2023, to the nine-month period ended August 31, 2022

Net loss from continuing operations before income taxes totalled ($23.7) million for the nine-month period ended August 31, 2023, compared to loss of ($229.6) million for the nine-month period ended August 31, 2022. This represents an net change of $205.9 million. Total revenue totalled ($15.4) million for the nine-month period ended August 31, 2023, compared to revenue of ($188.5) million for the nine-month period ended August 31, 2022. This represents an net change of $173.1 million between periods. Total expenses were $8.3 million for the nine-month period ended August 31, 2023, compared to $41.2 million for the nine-month period ended August 31, 2022, which represents a decrease of $32.8 million.

Significant reasons for the changes in income and loss from operations:

• The net change in fair value of investments of $173.1 million is primarily due to: As of August 31, 2023, the Company recorded $nil in unrealized loss for Verano Holdings compared to $26.2M for period ending August 31, 2022. On November 9, 2021, the Company announced it had completed the disposition of its electric vehicle and clean-technology investment portfolio (the "Assets", or collectively the "Portfolio") to House of Lithium Ltd. ("House of Lithium"), an electric mobility platform and climate tech focused spinoff company, preparing for an upcoming public listing. 38,758,776 Class B common shares were issued to the Company (and its direct subsidiary) in exchange for the Assets which were valued at $77,517,553. The company recorded an unrealized loss of $22.4M for the nine-month ending August 31, 2023, compared to unrealized loss of $41.5 million for nine-month ending August 31, 2022. In September 2021, the Company, through a wholly-owned subsidiary, invested CDN$14.7 million (USD$11.5 million) in Marsico AXS CS, LLC, ("Marsico CS") an investment vehicle of Colorado-based Marsico Capital Management. Marsico CS was set up as an investment vehicle for the purpose of raising capital and investing in
  Core Scientific Holding Co. ("Core Scientific") and subsequently completed its investment in Core Scientific. Core
  Scientific is a large-scale net carbon-neutral blockchain infrastructure providers and miners of digital assets in North America. The investment as of August 31, 2023, was valued at $17.6 million an unrealized gain of $9.0 million compared to unrealized loss of $2.5 million for the nine-month ending August 31, 2022. As of August 31, 2023, the company limited partnership ("LPs") recorded an unrealized loss of $1.7M compared to unrealized loss of $58.4M for period ending August 31, 2022.
• In July 2021, Livwrk SOL Wynwood LLC ("Livwrk Wynwood"), an indirectly owned subsidiary of the Company acquired commercial property in the Wynwood area of Miami, Florida for investment purposes. The property includes a retail storefront, and an office building with associated land ("the real estate asset"). SOL Global, being

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SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

familiar with Miami, recognized the potential for the city to continue to develop into a hub for technology development, innovation, and entrepreneurship, and the impact that it would have on real estate in the city, and thus saw an investment in Miami real estate as a logical way to diversify its investment portfolio, and add real asset exposure while opening opportunities for value creation through synergies with other investments. The investment as of August 31, 2023, was $18.3 million and the company recorded an unrealized loss of $2.9 million compared to unrealized gain of $11.8 million for nine-month ending August 31, 2022.

• The company recorded unrealized loss of $Nil in private cannabis company for nine-month ending August 31, 2023, compared to unrealized gain of $13.3M for the nine-month ending August 31, 2022. The remaining in losses suffered by Cannabis companies due to compressed valuations decline due to lack of institutional investment due to regulatory, legal and banking issues, as a result, the Company impaired the majority of its cannabis investments. In addition, interest and other income decreased by $0.5 million between periods.
• Foreign exchange decreased by $0.5 million due to decreased spending along with fluctuations in USD-CDN FX Markets over the past twelve months.
• Severance expense decreased by $21.9 million present value of $24M, compared to August 31, 2022. On April 25, 2022, former CEO/Chairman was terminated, and the company accrued severance payable of $24M for period ending August 31, 2022. The Company recorded $Nil in severance payable for period ending August 31, 2023, compared to $21.9M for period ending August 31, 2022.
• Salaries and consulting fees decreased by $4.9 million compared to the prior period due to employee departures combined with decreased M&A activities which resulted in decreased usage of external consultants.
• Interest expense decreased by $0.6 million, compared to August 31, 2022. This decrease can be attributed to continued repayments of the line of credit.
• Financing expenses decreased by $2.0 million compared to August 31, 2022. During the prior year, the Company entered into a $50 million single advance non-revolving term loan facility with the Lender for the sole purpose of acquiring all of 1235 Fund LP's rights under the Debenture. On September 3, 2021, the Company drew down the $50 million line of credit to pay 1235 Fund LP as part of the legal settlement. The Company accrued $4.8 million in facility fees to the private lender since inception.
• Professional fees and transaction costs decreased by $1.7 million between periods. This is primarily due to decrease in M&A activities as the Company is very selective on new potential deals.
• General & administrative expenses decreased by $1.5 million between periods. In the prior period, the Company entered into a new lease agreement for a new office and commercial airplane and recorded $0.8 million in depreciation expense compared to $Nil for the current period combined with decreased travel related expenses.

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SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

INVESTMENTS

Investments are measured and carried at fair value at each reporting period. Fair value measurements are based on a three-level fair value hierarchy, based on inputs used in determining the fair value of financial assets and liabilities. The hierarchy of inputs is summarized as follows:

• Level 1 - inputs used to value financial assets and liabilities are unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2 - inputs used to value financial assets and liabilities that are other than quoted prices included in Level 1 that are observable either directly or indirectly for the asset or liability. Level 2 investments are valued based on the prices of recent transactions among arm's length market participants and through incorporating observable market data and using standard market convention practices.
• Level 3 - inputs used to value financial assets and liabilities are not based on observable market data.

Investments consisted of the following at August 31, 2023:

Financial assets measured at	Cost	Level 1	Level 2	Level 3	Total Fair Value
fair value	$	$	$	$	$
Common shares	218,465,889	13,939,159	34,961,849	51,917,319	100,818,327
Commercial Asset	15,170,102	-	18,337,939	-	18,337,939
Warrants	4,350,485	2,612,960	10,600	5,402	2,628,962
Investments Subtotal	237,986,476	16,552,119	53,310,388	51,922,721	121,785,228
Promissory notes receivable	9,886,654	-	-	1,857,267	1,857,267
Total	247,873,130	16,552,119	53,310,388	53,779,988	123,642,495

Investments consisted of the following at November 30, 2022:

Financial assets measured at	Cost	Level 1	Level 2	Level 3	Total Fair Value
fair value	$	$	$	$	$
Common shares	231,257,039	20,938,806	29,745,985	70,783,430	121,468,221
Commercial Asset	14,645,038	-	21,818,721	-	21,818,721
Warrants	4,350,485	235,013	509,022	992,726	1,736,761
Investments Subtotal	250,252,562	21,173,819	52,073,728	71,776,156	145,023,703
Promissory notes
receivable	9,577,888	-	-	2,519,842	2,519,842
Convertible debentures	6,376,502	-	-	2,260,370	2,260,370
Total	266,206,952	21,173,819	52,073,728	76,556,368	149,803,915

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SOL Global Investments Corp

Management's discussion and analysis for the three and nine-month period ended August 31, 2023, and the three and nine-month period ended August 31, 2022 (Expressed in Canadian Dollars)

Change in level 3 investments

The following table presents the changes in assets classified in Level 3 of the fair value hierarchy for the three and nine- month period ended August 31, 2023, and the year-ended November 30, 2022.

	Private	Convertible	Promissory		Total Fair
	Equities	debentures	notes	Warrants	Value
	$	$	$	$	$
Balance December 1, 2021	105,215,792	20,349,413	7,103,411	4,029,907	136,698,523
Purchases	4,218,788	-	2,361,520	-	6,580,308
Unrealized gains (losses)	(101,484,626)	(10,517,061)	(6,092,652)	(3,037,181)	(121,131,520)
Disposal(2)	(15,485,784)	(7,571,982)	(1,374,150)	-	(24,431,916)
Transfer to Level 2(1)	(21,672,756)	-	-	-	(21,672,756)
Transfer from Level 2 to Level 3 (3)	99,992,016	-	-	-	99,992,016
Interest on income promissory note	-	-	521,713	-	521,713
Balance, November 30, 2022	70,783,430	2,260,370	2,519,842	992,726	76,556,368
Purchases	8,002,838	-	-	-	8,002,838
Unrealized gains (losses)	(18,334,775)	1,488,018	345,966	(987,324)	(17,488,115)
Disposal	(8,534,174)	(3,748,388)	(1,479,266)	-	(13,761,828)
Interest on income promissory note	-	-	470,725	-	470,725
Balance, Aug 31, 2023	51,917,319	-	1,857,267	5,402	53,779,988

1. Core Scientific, Inc via SPAC Merger on January 29, 2022, started trading on NASDAQ. Fair value of Core Scientific was presented in Level 3 for the period ending November 30, 2021 and is shown as part of level 2 for the period ending November 30, 2022.
2. USD$2M in Jones Soda convertible debt converted to 4,025,035 Jones Soda free trading shares in Q3 2022 and USD$1.3M of Engine
   Media Holdings, Inc. ("Engine Media") convertible debt transferred to private company in exchange for 3,322,500 common shares of Heavenly.
3. Private company was previously included as part of Level 2, and for the period ending November 30, 2022, they were reclass to Level 3.

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