Vatic Ventures : 2021 Year End Management’s Discussion & Analysis

Vatic Ventures Corp.

Management's Discussion & Analysis

For The Year Ended

February 28, 2021

VATIC VENTURES CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

THE YEAR ENDED FEBRUARY 28, 2021

OVERVIEW

The following management discussion and analysis ("MD&A") is a review of the operations, current financial position and outlook for Vatic Ventures Corp. (the "Company") and should be read in conjunction with the audited consolidated financial statements for the years ended February 28, 2021 and February 29, 2020, which are filed on the SEDAR website: www.sedar.com.

The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS"). This document has been reviewed by the Audit Committee of the Board of Directors of the Company and has been approved by the Board of Directors on June 28, 2021. All amounts are expressed in Canadian dollars unless otherwise stated.

The financial information in this MD&A is derived from the Company's consolidated financial statements. This MD&A may contain forward looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of risk factors beyond its control. Actual results may differ materially from the expected results.

DESCRIPTION OF THE COMPANY'S BUSINESS

The Company was incorporated on October 30, 2007 and was classified as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). Until January 26, 2011, the principal business of the Company was the identification and evaluation of assets of a business and once identified or evaluated, to negotiate an acquisition of or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities (as that term is defined in Policy 2.4).

On May 17, 2010 and further amended on January 13, 2011, the Company announced that it entered into an option agreement to acquire an undivided 100% interest in a property consisting of 14 claims, covering 7,176 hectares in the southwest of Merritt, British Columbia (see "Mineral Interests"). On January 26, 2011, the Exchange accepted the filing of the Company's Qualifying Transaction. As a result, the Company is listed on the Exchange as a Tier 2 mining exploration issuer and the common shares resumed trading on the Exchange on January 27, 2011 under the TSX-V symbol "VCV".

On June 20, 2012, the Company incorporated two wholly owned subsidiaries VV Mining Exploration Services Mexico S. DE. R. I. and VV Mining Mexico S. DE R. I. C. V. to carry out the exploration of the La Silla West claims in the State of Sinaloa, Mexico. As at February 28, 2021, the two subsidiaries were inactive.

The Company was engaged in exploration and development of mineral properties. At this time, the Company does not own any operating mines and has no operating income from mineral production. Funding for operations is raised primarily through public and private share offerings. Future operations and the Company's ability to meet its mineral interest commitments are dependent on the Company's ability to raise sufficient funds through share offerings, debt, or operations to support current and future expenditures.

On August 14, 2020, the Company announced that T. Barry Coughlan and Tom Wilson resigned as directors and officers of the Company and Gordon Fretwell resigned as an officer of the Company. Loren Currie, an existing director of the Company, was appointed interim CEO.

Effective April 15, 2021, the Company's listing was transferred to New Securities Stock Exchange (NEX). The trading symbol for the Company changed from VCV to VCV.H.

On May 4, 2021, the Company consolidated its common share on a 10:1 basis.

OVERALL PERFORMANCE

Loans payable, deferred transaction costs and other

On February 21, 2019, the Company and R7 Capital Ltd. ("R7") entered into an agreement (the "Assignment Agreement") Page | 2

VATIC VENTURES CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

THE YEAR ENDED FEBRUARY 28, 2021

whereby the Company had acquired R7's rights under the letter of intent (the "LOI") dated December 20, 2018 to, among other rights, acquire 70% of the interest in CannOps Africa (Comoros) SARLU ("CannOps") from one of its shareholders ("CannOps Shareholder") and acquire 70% of the shares of a company that has a pending CBD permit in Uganda.

During the year ended February 28, 2019, the Company advanced CannOps $197,457 (US$150,000) in satisfaction of the non-refundable deposit. During the year ended February 29, 2020, the Company entered into a loan agreement with CannOps whereby the payment of US$150,000 was to be repaid by CannOps by December 31, 2019. The loan is unsecured and non- interest bearing.

On October 31, 2019, the Company signed a binding letter of intent ("Indian LOI") for a share exchange to acquire Indian Ocean Organics Ltd. ("Indian Ocean"). Indian Ocean had the right to acquire 70% of a company that held an exclusive permit for the exploration, cultivation, production, transportation and export of THC, CBD and its derivative medicinal plants and seeds (the "Permit") in a west African country (the "Permitted Jurisdiction"). The Indian LOI supersedes and replaces Assignment Agreement.

On January 29, 2020, the Company announced the termination of its change of business as per its November 6, 2019 and March 19, 2019 news releases. From February 21, 2019, when trading in the shares of the Company was halted at the request of the Company, to the date hereof, the Company had been carrying out due diligence in order to secure a valid and viable opportunity in the cannabis industry. As a result of due diligence, it decided to no longer pursue the opportunities announced previously. The Company's Board of Directors decided to terminate the October 31, 2019 letter of intent for a share exchange to acquire Indian Ocean Organics Ltd. due to certain conditions precedent not being met, as per the letter of intent disclosed in the November 6, 2019 news release. Vatic was not satisfied with its due diligence including but not limited to its review of the financing environment of the cannabis sector and the political and the regulatory environment in certain jurisdictions as it relates to the cannabis industry. The Company believed that due to the softening of the cannabis financing market and a recovering minerals resources financing market a strategic shift to the mineral resources industry will be essential in delivering long-term sustainable shareholder value.

Under certain financial agreements with the Company, Indian Ocean agreed to assume responsibility for the advance by the Company of certain funds including a $197,457 (US$150,000) deposit, of which $87,142 was repaid by Indian Ocean, leaving an outstanding balance of $110,315 (the "Advance"). The $197,457 was advanced by the Company under a guarantee agreement (the "Guarantee") with the former President of the Company for fees of $200,000. On January 29, 2020, with the termination of the LOI, the Company called the Guarantee thereby writing off the fee payable of $200,000. The Company estimated that the Advance is uncollectable. Therefore, the Company has written off the remaining amount of the Advance of $110,315 during the year ended February 29, 2020.

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or ability to raise funds.

During the year ended February 28, 2021, the Company received a series of loans in the aggregate amount of $125,500 (the "Loans"). Such Loans are to carry a 15% per annum interest rate.

During the year ended February 28, 2021, the Company entered into a Canada Emergency Business Account "CEBA" loan with the Government of Canada. The loan is an interest free loan of $60,000 from the Government of Canada. If the Government of Canada is repaid by December 31, 2022, $20,000 will be forgiven and is recorded as Government assistance in other income. If the Company is not able to repay, the loan will convert into a regular loan with a three-year term at 5% per annum.

SELECTED ANNUAL INFORMATION

Summary of financial information for years ended February 28, 2021, February 29, 2020, February 28, 2019 as follows:

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VATIC VENTURES CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

THE YEAR ENDED FEBRUARY 28, 2021

			Years ended
		February 28, 2021	February 29, 2020	February 28, 2019
Continued operations
Net and comprehensive loss for the year	$	(284,689)	$	(277,089)	$	(3,976,165)
Basic and diluted loss per share		(0.06)		(0.06)		(1.59)
Total assets		13,234		7,194		424,510
Total liabilities		991,978		701,249		863,976

RESULTS OF OPERATIONS

The Company has no operating revenue. The Company's expenses related primarily to business development, office and miscellaneous, professional fees for accounting and legal, consulting fees, management fees, and transfer agent and filing fees. The Company does not have any business and is actively looking for a new business.

Three month period ended February 28, 2021

The Company had a net and comprehensive loss of $126,411 for the three month period ended February 28, 2021 (February 29, 2020 - $95,614).

The overall expenses for the Company increased during the quarter ended February 28, 2021 mostly due to professional and consulting fees increased during the current period. Expense accounts with a higher cost in the current quarter include consulting fees of $56,000 (February 29, 2020 - $12,000), professional fees of $33,942 (February 29, 2020 - $10,734), transfer agent and filing fees of $33,096 (February 29, 2020 - $585), as well as interest expenses of $4,745 (February 29, 2020 - $nil).

Year ended February 28, 2021

The Company had a net and comprehensive loss of $284,689 for the year ended February 28,2021 (2020 - $277,089).

The overall expenses for the Company decreased during the year ended February 28, 2021. Expense accounts with a lower cost in the year include consulting fees of $113,000 (2020 - $82,350), professional fees of $91,658 (2020 - $73,606), management fees of $22,500 (2020 - $117,000), office and miscellaneous fees of $15,604 (2020 - $25,650), as well as less expenditures on travel, meals and entertainment fees - $8,520 (2020 - $37,384).

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The Company's quarterly operating results for the period from May 31, 2019 to February 28,2021 are summarized as follows:

		May 31,	August 31,	November 30,	February 29,		May 31, August 31, November 30,	February 28,
		2019		2019		2019		2020		2020	2020		2020		2021
Revenue	$	-	$	-	$	-	$	-	$	- $	-	$	-	$	-
Net income (loss)	(140,663)		27,021		(67,833)		(95,614)		(21,190)	(29,617)		(107,471)		(126,411)
Basic and diluted		(0.03)		0.01		(0.02)		(0.02)		(0.00)	(0.01)		(0.02)		(0.03)
net loss per share

Fluctuations in the Company's expenditures reflect the ongoing efforts of the Company to raise capital for its projects. Variations in losses during quarters were due to the changes in business development fees, management fees, consulting

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VATIC VENTURES CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

THE YEAR ENDED FEBRUARY 28, 2021

fees, directors' fees and professional fees that were incurred. Also, as the Company attends to its mineral projects, office and administrative expenses could increase to support the operation of these projects.

Major variations between the quarter ended February 28, 2019 and May 31, 2019, were primarily due to the loss of disposal of the Company's subsidiary in Thailand during the quarter ended February 28, 2019.

Major variations between the quarter ended May 31, 2019 and August 31, 2019, were primarily due to recovery of expenses.

Major variations between the quarter ended August 31, 2019 and November 30, 2019, were primarily due to recovery of expenses.

Major variations between the quarter ended November 30, 2019 and February 29, 2020, were primarily due to audit related fees during the quarter ended February 29, 2020.

Major variations between the quarter ended February 29, 2020 and May 31, 2020, were primarily due to audit related fees during the quarter ended February 29, 2020.

Major variations between the quarter ended May 31, 2020 and August 31, 2020, were primarily due to rent and office expenses during the quarter ended August 31, 2020.

Major variations between the quarter ended August 31, 2020 and November 30, 2020, were primarily due to professional fees incurred during the quarter ended November 30, 2020.

Major variations between the quarter ended November 30, 2020 and February 28, 2021, were primarily due to audit related fees during the quarter ended February 28, 2021.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2021, the Company had a net working capital deficiency of $918,744 (February 29, 2020 - $694,055) and cash of $5,202 (February 29, 2020 - $143). The Company anticipates that given its current cash position it will have to raise funds for the coming periods to support future expenditures.

Cash Flow Activities:

Cash balances increased by $5,059 during the year ended February 28, 2021 and decreased by $210,321 during the year ended February 29, 2020. Below are detailed discussions related to the Company's cash flows.

Operating Activities

During the year ended February 28, 2021, cash used in operating activities was $180,441, compared to cash used in operating activities of $319,963 during the year ended February 29, 2020.

Financing Activities

Cash provided by financing activities during the year ended February 28, 2021 was $185,500, compared with cash provided by financing activities of 109,642 during the year ended February 29, 2020.

Investing Activities

Cash used in investing activities was $Nil during the year ended February 28, 2021 and the year ended February 29, 2020.

Summary of Share and Other Activities:

As of February 28,2021, the Company had a shareholders' equity deficiency of $978,744 (February 29, 2020 - $694,055). The Share Capital to date was from proceeds received from the issuance of common shares. The Company did not have any revenues during the years ended February 28, 2021 and February 29, 2020. Until the Company's property interests generate

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