Westbridge Energy : MD&A - English

WESTBRIDGE ENERGY CORPORATION

Management's Discussion and Analysis

Three Months Ended February 28, 2022

MANAGEMENT'S DISCUSSION & ANALYSIS

WESTBRIDGE ENERGY CORPORATION

The effective date of this management's discussion and analysis ("MD&A") is April 21, 2022.

Introduction

The following MD&A of the financial condition and results of the operations of Westbridge Energy Corporation (the "Company" or "Westbridge") constitutes management's review of the factors that affected the Company's financial and operating performance for the three months ended February 28, 2022. This MD&A was written to comply with the requirements of National Instrument 51-102 Continuous Disclosure Obligations.

This discussion is prepared after having given effect to the reverse takeover of the Company by Georgetown Solar Inc ("Georgetown") which was completed on June 17, 2021 (the "RTO"). As a result of the RTO, the former shareholders of Georgetown acquired control of the Company and its listing status. The Company has adopted Georgetown's year end of November 30, and on consolidation Georgetown is treated as the continuing entity. As such, in accordance with International Financial Reporting Standard ("IFRS") No. 3 - "Business Combinations", all of the Company's share capital, contributed surplus and deficit prior to the RTO is eliminated, and comparatives presented for periods before June 17, 2021, represent unconsolidated Georgetown financial information.

This discussion should be read in conjunction with the audited financial statements of the Company for the year ended November 30, 2021, as well as the unaudited condensed consolidated interim financial statements for the three months ended February 28, 2022, together with the notes thereto (the "Financial Statements"). Results are reported in Canadian dollars, unless otherwise noted. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included.

The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. Information contained herein is presented as at this date, unless otherwise indicated.

As of October 7, 2020, the Company adopted IFRS. The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") using accounting policies consistent with IFRS. The Financial Statements and this MD&A have been reviewed by the Company's Audit Committee and approved by the Company's board of directors (the "Board of Directors").

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares ("Westbridge Shares"); or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors.

Additional information about Westbridge is available atwww.sedar.comand on Westbridge's website at www.westbridge.energy.

Description of the Business

Westbridge Energy Corporation is incorporated under the laws of British Columbia, with its head office located at Suite 615 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V6. The Westbridge Shares are traded on the TSX Venture Exchange (the "TSXV") under the ticker symbol "WEB". The

Company's principal activities are focused on originating and profitably exiting utility-scale solar PV projects that use energy storage and enabling technologies. The Company was incorporated on February 9, 1956.

Trends

The Company is actively developing solar PV projects in Canada and the United States and will be considering future acquisitions of additional solar PV projects to create additional value for shareholders and minimize concentration and other risks by diversifying the Company's portfolio. The jurisdictions in which the Company invests are favourable to renewable energy projects.

In Canada regulation is supportive of renewable energy projects and in particular Alberta's Renewable Electricity Act, 2006, seeks to achieve 30% of all power generation from renewables by 2030. There is rising demand for carbon offsets, with carbon prices anticipated to rise from $40 per tonne to $170 per tonne by 2030 (under the federal Greenhouse Gas Pollution Pricing Act, 2018) and the oil and gas industry is actively seeking ESG investments. If the regulatory environment is to change, the market demands could be negatively affected, which may have a negative effect on the Company's ability to generate revenues from its developments.

The United States is ranked #1 in Ernst and Young's Renewable Energy Country Attractiveness Index for 2021. Favourable legislation has been introduced at the federal level, which if passed, is anticipated to boost renewable energy generation. Texas in particular, where the Company has the Accalia Point project (see below), is expected to install one third of all utility scale solar set to come on line in 2021 and 2022 having retired around 6,000MW of coal and gas generation since 2016. Similar to Canada however, if the political or regulatory environment were to move against renewables, it may negatively impact the value of the Company's developments.

The recent volatility of power prices and intermittency of renewable energy generation has reiterated the increasing importance of developing battery energy storage projects. Battery storage assets allow the Company to store energy generation until it can be economically dispatched into the grid as well as providing services to the grid with the target of improving reliability, supporting renewables integration and deferring transmission upgrades. The Company is actively developing battery storage assets, to enhance the value of its developments, however as noted above, if the political or regulatory frameworks were to move away from supporting such assets, or materials for the manufacture of batteries were to become significantly more costly, it may negatively impact the value of the Company's assets.

Finally, the outbreak of the novel coronavirus (COVID-19) may cause disruptions to the Company's business and operational plans. These disruptions may include disruptions resulting from (i) shortages of employees, (ii) unavailability of contractors and subcontractors, (iii) restrictions that governments impose to address the COVID-19 outbreak, and (iv) restrictions that the Company and its contractors and subcontractors impose to ensure the safety of employees and others.

Apart from the foregoing, management is not aware of any trends which may have a material impact on the business of the Company.

Business Combination with Georgetown Solar

On June 17, 2021, the Company completed the RTO with Georgetown pursuant to the business combination agreement dated March 4, 2021. On June 17, 2021, the Company met the requirement to be listed as a TSX Venture Tier 2 Company. Therefore, effective at the opening of trading, Monday June 21, 2021, the Company's listing was transferred from the NEX board to the TSX Venture Exchange and the

Company's classification was changed from NEX to Tier 2.

Prior to the RTO (described below), Georgetown was a privately held company focused on the development of large-scale utility solar PV projects. Georgetown is currently in the process of assessment for development of the solar property known as the Georgetown project, which is comprised of approximately 710 acres located in Vulcan County, Alberta (the "Georgetown Project"). To date, Georgetown has conducted environmental fieldwork, wetland delineation and classification and engineering assessments with respect to the Georgetown Project, with a view to the development of the project to "ready to build" status and divestiture (see "Status of the Company's Projects", below). Following completion of the RTO,

Westbridge is focussing primarily upon the further assessment and development of the Georgetown Project and other projects as further described below, while seeking additional solar project development opportunities to enhance the overall value of the Company.

Transaction Structure

The RTO was structured as a three-cornered amalgamation pursuant to which Georgetown amalgamated with a wholly owned subsidiary of Westbridge and Westbridge acquired all of the issued and outstanding shares of Georgetown from the shareholders of Georgetown in exchange for the issuance of an aggregate of 20,000,000 Westbridge Shares to such shareholders (being calculated based on a ratio of 2,000 Westbridge Shares for each one share of Georgetown outstanding). An aggregate of 1,200,000 Westbridge Shares were issued to Invictus Investments Ltd. in connection with the RTO.

Concurrent Financings

As a condition of the closing of the RTO, Westbridge completed an oversubscribed private placement (the "Private Placement") of 32,060,000 subscription receipts ("Subscription Receipts") at a price of $0.125 per Subscription Receipt to raise aggregate gross proceeds of $4,007,500. Immediately prior to the closing of the RTO, each Subscription Receipt automatically converted, for no additional consideration, into one unit (a "Westbridge Unit") comprised of one Westbridge Share and one-half of one share purchase warrant (each whole such share purchase warrant, a "Westbridge Warrant"). Each Westbridge Warrant entitles the holder thereof to purchase one additional Westbridge Share at an exercise price of $0.20 for a period of two years from the date of issuance of the Westbridge Warrants, provided that in the event that, at any time following August 16, 2021, the closing price of the Westbridge Shares is equal to or exceeds $0.35 per share for any 10 trading days within any 30-trading day period, Westbridge may accelerate the expiry date of the outstanding Westbridge Warrants by providing 10 days' notice pursuant to the dissemination of a press release announcing such accelerated expiry date. The gross proceeds of the Private Placement were deposited in escrow at closing of the Private Placement with a mutually acceptable escrow agent and released to Westbridge immediately prior to the closing of the RTO.

In addition, as a condition to the closing of the RTO, Georgetown issued convertible debentures in the aggregate principal amount of $350,000 which, as of closing of the RTO, were automatically converted into an aggregate of 2,800,000 Westbridge Units at a deemed price of $0.125 per Westbridge Unit (the

"Convertible Debt"). Following the completion of the RTO, the net proceeds from the Private Placement and Debenture Financing were principally used to further assess and develop the Georgetown Project and potential future projects, and for general working capital purposes. While Westbridge intends to spend the funds available to it as stated above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

Important Note on Comparative Periods and Change in Year-End

In connection with the RTO and in accordance with IFRS 3, the Company's fiscal year-end was changed from December 31 to November 30. The change in year-end aligns Westbridge's fiscal year-end with that of Georgetown, thereby permitting the reader to undertake a comparative review of previous fiscal periods that are reflective of the historical financial performance of Westbridge's current solar PV business.

Acquisition of Accalia Point Solar LLC

On September 28, 2021, the Company acquired a 221 MWp solar development project known as Accalia Point Solar located in Cameron County, Texas, U.S. (the "Accalia Project") from Aelius Solar Corp. (the "Seller"). The Accalia Project assets are owned by Accalia Point Solar ("Accalia"), LLC. Westbridge acquired 100% of the issued and outstanding membership interests of Accalia from the Seller, an arms' length party, under a Membership Interest Purchase Agreement ("MIPA").

The Accalia Project has secured site control in the form of long-term solar leases covering approximately 1,120 acres of primarily cultivated farmland, has kicked off interconnection studies and has completed preliminary environmental analyses. Westbridge anticipates completing the development of the Accalia Project and expects to have obtained all necessary permits and be ready to execute an interconnection agreement in Q1 2023.

Under the terms of the MIPA, the total consideration paid at closing was US$576,000 and milestone payments are payable as follows: US$442,000 based on certain development milestones over the next 6 to 12 months; US$331,500 on signing of interconnection agreement and US$10,000 per MWp installed capacity on the final sale of the Accalia Project.

Acquisition of Sunnynook Solar Energy Inc

On November 30, 2021, the Company acquired a 75% controlling interest in Sunnynook Solar Energy Inc ("Sunnynook"), which is developing a 236MWp solar PV plant with a 100MW Battery Energy Storage System ("BESS") project located in Sunnynook, Alberta, Canada (the "Sunnynook Project").

The Sunnynook Project has secured site control in the form of a long-term solar lease covering approximately 940 acres and is currently in Stage 2 of the Alberta Electric System Operator (the "AESO") interconnection process. Environmental studies are underway in accordance with Alberta Environment and Parks guidelines.

Under the terms of the definitive agreement dated November 30, 2021, total consideration paid at closing was $301,718 and the Company expects to invest an additional in the region of $1,500,000 developing the project.