PLANTX LIFE INC.
(Formerly WINSTON RESOURCES INC.)

MANAGEMENT DISCUSSION AND ANALYSIS
FOR THESIXMONTHSENDED SEPTEMBER 30, 2020

504 - 100 Park Royal South
West Vancouver, British Columbia, V7T 1A2 Tel: (604) 355-6100

MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”) AS OF NOVEMBER 30, 2020 TO ACCOMPANY THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF PLANTX LIFE INC. (FORMERLY VEGASTE TECHNOLOGIES CORP.) (THE “COMPANY” OR “PLANTX”) FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2020

This MD&A is dated November 30, 2020.

The following MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company for the six months ended September 30, 2020 and with the audited financial statements and the notes thereto for the period from October 11, 2019 (date of incorporation) to March 31, 2020, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). Unless otherwise noted, all currency amounts are in Canadian dollars.

Management is responsible for the information contained in the MD&A and its consistency with information presented, reviewed and approved by the Audit Committee and Board of Directors.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A constitute forward-looking statements. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “designed”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements. Based on current available information, the Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that those expectations will prove to be correct. The forward-looking statements in this MD&A are expressly qualified by this statement, and readers are advised not to place undue reliance on the forward- looking statements.

DESCRIPTION OF THE BUSINESS

Overview

PlantX Life Inc. (formerly Vegaste Technologies Corp.) (“PlantX” or the “Company”) is incorporated under the laws of the province of British Columbia. PlantX was an exploration stage company engaged in the acquisition and exploration of mineral resource properties in Canada.

On August 5, 2020, the Company completed the acquisition of PlantX Living Inc. (formerly PlantX Life Inc.) (“PlantX Living”) and consolidated its common shares on the basis of one post-consolidation share for ten pre-consolidation shares and changed its name from “Winston Resources Inc.” to “Vegaste Technologies Corp.”. The acquisition is a reverse takeover transaction, and the Company carried on the business of PlantX Living. On September 28, 2020, the Company changed its name to “PlantX Life Inc.”

PlantX is a reporting issuer in the jurisdictions of British Columbia, Alberta and Ontario whose common
shares are listed for trading on the Canadian Securities Exchange (“CSE”) under the new symbol “VEGA”.

During the six months ended September 30, 2020, the Company entered into a partnership agreement with Liv Marketplace LLC to serve as a retail distributor of the Company’s products in United States and entered into a purchase agreement to acquire Bloombox Club Limited, a leading UK-based e-commerce platform.

Reverse Acquisition with PlantX Living Inc.

On August 5, 2020, the Company completed a reverse takeover acquisition transaction with PlantX Living. In connection with the transaction, the Company consolidated its common shares on the basis of one post- consolidation share for ten pre-consolidation shares and changed its name to Vegaste Technologies on July 19, 2020. The transaction constitutes a fundamental change pursuant to Policy 8, Fundamental Changes and Change of Business of the Canadian Securities Exchange, and the Company will carry on the business of PlantX Living, which is now a wholly owned subsidiary of the Company.

The Company acquired all of the issued and outstanding shares of PlantX Living through an amended and restated share exchange agreement dated July 10, 2020, as amended on July 29, 2020, among the Company, PlantX Living and all of the shareholders of PlantX Living. Pursuant to the transaction, the Company issued to the shareholders of PlantX Living an aggregate of 35,572,220 common shares. Outstanding stock options of PlantX Living by their terms became exercisable for an aggregate of 1,500,000 common shares.

In connection with the transaction, the Company issued 3,557,222 common shares to an arm's-length finder at a deemed price of $0.25 per common share as finders' fees and such common shares are subject to a contractual hold period expiring on December 6, 2020.

In addition, the Company closed a non-brokered private placement of 12,819,200 common shares at a price of $0.25 per share for total gross proceeds of $3,204,800. The Company paid $14,000 and issued 36,000 finders' warrants with a fair value of $5,724, as finders’ fees.

With the completion of the transaction, the Company has 54,462,036 common shares issued and outstanding (on an undiluted basis). The principals of the Company collectively hold 18,061,667 common shares, and 18,061,667 common shares are subject to an escrow agreement pursuant to the policies of the CSE. In addition, 17,510,553 common shares are subject to a voluntary 18-month escrow, whereby 10% will be released on the listing date and 30% released every six months thereafter.

The Company does not meet the definition of a business, therefore the transaction is outside of the scope of IFRS 3 Business Combinations. Instead, the transaction will be accounted for under IFRS 2 Share-based Payment. Under this basis of accounting, the consolidated entity is considered to be a continuation of PlantX Living with the net identifiable assets of the Company deemed to have been acquired by PlantX Living. The results of operations from the Company are included in the financial statements since the date of acquisition.

The following table summarizes the consideration paid and the fair value of the identifiable assets acquired, and liabilities assumed as of the date of acquisition:

Fair value of consideration (6,070,606 shares at $0.25 per share) *	$	1,517,652 Allocated as follows:
Identified fair value of net assets:

Cash	$	83,328	
GST recoverable	89,792	
Due from PlantX Living	38,850	
Accounts payable and accrued liabilities	(374,184)	
Net assets assumed	(162,214)	
	1,679,866	
Transaction costs	346,179	
Listing expense	$	2,192,833	
*The fair value of the 6,070,606 shares issued was estimated to be $0.25 per share using the price of the
concurrent private placement.

Partnership with Liv Marketplace LLC

On September 14, 2020, the Company entered into a partnership agreement (the "Agreement") with Liv Marketplace LLC (“Liv Marketplace”) whereby Liv Marketplace will serve as the exclusive online fulfillment partner and retail distributor of the Company's products in the United States. In addition, Liv Marketplace will establish and operate retail stores, coffee shops and cafes in the United States under the PlantX name beginning with the Company's first store location in San Diego, California that is scheduled to open on December 1, 2020.

Under the terms of the Agreement, Liv Marketplace will purchase a minimum of US$25,000,000 (approximately CAD$33,000,000) of the Company's products over a one year term for distribution in the United States. In addition, Liv Marketplace will pay the Company a 6% royalty on the gross revenue generated under the Agreement. Under this model, the Company will not have to incur additional US labour costs and will virtually have no carrying costs for inventory in the US due to Liv Marketplace fulfilling online orders using its facilities and staff.

Liv Marketplace will build and operate the Company's first brick and mortar retail location in San Diego, California. The 4,515 square foot store will be located at 3930 5th Avenue in San Diego, California and will serve as the Company's showcase store in the United States with over 5,000 plant-based products available for purchase and bring the Company's current Canadian meal delivery service to the United States.

The transaction was closed during the six months period ended September 30, 2020.

Acquisition of Bloombox Club Ltd.

On September 24, 2020, the Company agreed to acquire Bloombox Club Limited ("Bloombox Club UK") a leading UK-based e-commerce platform that sells and delivers indoor plants to their established wellness community via subscription service and online shop.

Bloombox Club UK will continue to operate as a wholly owned subsidiary run by Dr. Cooper and her UK team, while leveraging the deep e-commerce and technical expertise of PlantX to drive higher conversions

and accelerate expansion into Netherlands, Germany and the rest of Europe. Further, Bloombox Club UK will provide PlantX with deep industry expertise in the house plant vertical and help the Company grow in the US and Canadian markets utilizing the strategy that made them so successful in the UK.

Pursuant to the acquisition, the Company will acquire Bloombox Club UK for an aggregate purchase price of £8 million to be satisfied by a combination of £560,000 in cash and £7,440,000 in common shares in the capital of the Company ("Common Shares"). An aggregate of 10,782,559 Common Shares will be issued as consideration based on a deemed price of C$1.17 per share, that being equal to the immediately preceding 10 day volume weighted average trading price of the Common Shares (the "Consideration Share Price"). The Company will assume a £50,000 10 year UK government loan bearing a 2.5% interest rate as a result of the transaction. The transaction remains subject to the execution of a definitive purchase agreement, satisfactory due diligence by the Company and the receipt of all necessary governmental, corporate, and regulatory approvals.

Upon completion of the transaction, the Company paid a financial advisory fee equal to 10% of the value of the transaction to an arm's length, third party financial advisor for its assistance in introducing, evaluating, and structuring the transaction for the Company. The fee will be satisfied by a combination of cash and Common Shares of which an aggregate of 1,043,473 Common Shares at a deemed price per share equal to the Consideration Share Price will be issued to the advisor upon closing of the transaction.

The transaction was completed subsequent to the six months period ended September 30, 2020.

Proposal of Acquisition of Score Enterprises Ltd.
On November 27, 2020, the Company entered into a share purchase agreement to acquire Score Enterprises Ltd., a privately-held British Columbia company which carries on the business, including café, restaurant, food truck and operations, of the Squamish-based “Cloudburst Café”, “Locavore Food Truck” and the “Locavore Bar & Grill”. The restaurant location will be redesigned as the PlantX Canadian flagship brick and mortar shop.
Pursuant to the acquisition, the Company will acquire all of the issued and outstanding shares of Score Enterprises Ltd., for a purchase price of $1,350,000, which will be satisfied by the payment of $327,435 in cash and the issuance of 1,897,152 common shares of the Company at an issue price per share equal to
$0.539, that being the 10 day volume weighted average trading price of the common shares. This transaction has not been completed yet at the reporting date.

COMPANY HIGHLIGHTS

On August 5, 2020, the Company completed the reverse takeover acquisition and consolidated its common shares on the basis of one post-consolidation share for each 10 pre-consolidation shares. In connection with the acquisition, the Company issued 35,572,220 common shares to the holders of PlantX Living and issued 3,557,222 common shares at a deemed price of $0.25 per common share as finders’ fees. The Company also granted 1,500,000 replacement stock options.

In addition, the Company closed a $3,204,800 private placement of 12,819,200 common shares at a price of $0.25 per share. The Company also paid $14,000 and issued 36,000 warrants as finders’ fees.

The Company also closed a seed round financing of 12,000,000 common shares at a price of $0.005 per share for total gross proceeds of $60,000.

In connection with the acquisition, the Company changed its name to “Vegaste Technologies Corp”.

On September 28, 2020, the Company changed its name to “PlantX Life Inc.”
On August 10, 2020, the Company granted 3,962,036 stock options to the Company’s officers, consultants, and advisors. The stock options are exercisable at $0.25 for a period of five years until August 10, 2025. 300,000 of the stock options has a vesting term of two years on quarterly basis and 3,662,036 of the stock options has a vesting term of one year on quarterly basis.
On August 20, 2020, the Company entered into a partnership with Los Angeles-based chef, Gregg Drusinsky, to create a rotating menu of plant-based meals for delivery and distribution throughout Canada through the Company's PlantX ecommerce platform.

On August 24, 2020, Neo Financial Technologies Inc. added the Company’s PlantX e-commerce platform to its credit card rewards program. Neo Financial is a Calgary, Alberta-based fintech company that is reimagining how spending, saving, and rewards should be.

On August 27, 2020, the Company launched its own PlantX-branded Canadian glacial water having already sold an aggregate of 27,500 litres of bottled, PlantX-branded glacial water to San Diego, California-based retailer, Liv Marketplace, for a gross amount of $43,632 in the first month of sales.

On September 1, 2020, the Company added Mid-Day Squares plant-based chocolate bars as an add-on item, currently only available to Canadian residents, in the meal delivery section of its extensive PlantX ecommerce platform.

On September 3, 2020, the Company's ecommerce platform began featuring products from medicinal mushroom company, Stay Wyld Organics Ltd.

On September 8, 2020, the Company entered into a partnership with Geoponics Inc. to distribute fresh indoor plants throughout Canada using its extensive e-commerce platform, www.PlantX.com.

On September 14, 2020, the Company entered into a partnership agreement with Liv Marketplace LLC whereby Liv Marketplace will serve as the exclusive online fulfillment partner and retail distributor of the Company's products in the United States.

On September 15, 2020, the Company has added Minor Figures oat milk for sale on its PlantX e-commerce platform.

On September 21, 2020, the Company launched its new domain www.PlantX.ca to better serve the Canadian market. The new .ca domain will allow PlantX, the one-stop-shop for everything plant-based and the digital face of the plant-based community, to strengthen its Canadian presence and ability to offer its growing plant-based product line to Canadian consumers using its e-commerce platform.

On September 24, 2020, the Company agreed to acquire Bloombox Club Limited (“Bloombox Club UK”) a leading UK-based e-commerce platform that sells and delivers indoor plants to their established wellness community via subscription service and online shop for an aggregate purchase price of £8,000,000 to be satisfied by a combination of £560,000 in cash and £7,440,000 in common shares in the capital of the Company.

On September 28, 2020, the Company’s ecommerce platform began featuring plant-based cosmetics products from Odacité. On the same day, the Company changed its name to “PlantX Life Inc.”

On October 1, 2020, the Company’s PlantX ecommerce platform began offering its own line of PlantX- branded juices.

On October 9, 2020, the Company’s PlantX ecommerce platform began featuring pet food products from Kirtana Inc.

On October 20, 2020, the Company entered into an agreement with Iris Construction Management to design and build PlantX’s flagship brick-and-mortar shop, Liv Marketplace, in San Diego and future franchises across North America

On November 6, 2020, the Company completed its acquisition of Bloombox Club Limited ("Bloombox Club UK") a leading UK-based e-commerce platform that sells and delivers indoor plants to their established wellness community via subscription service and online shop. Pursuant to the acquisition, the Company acquired Bloombox Club UK for an aggregate purchase price of £8 million to satisfied by a combination of £560,000 in cash and £7,440,000 in common shares in the capital of the Company ("Common Shares"). An aggregate of 10,782,559 Common Shares were issued as consideration based on a deemed price of C$1.17 per share, that being equal to the immediately preceding 10 day volume weighted average trading price of the Common Shares (the "Consideration Share Price"). The Company will assume a £50,000 10 year UK government loan bearing a 2.5% interest rate as a result of the transaction. Upon completion of the transaction, the Company paid a financial advisory fee equal to 10% of the value of the transaction to an arm's length, third party financial advisor for its assistance in introducing, evaluating, and structuring the transaction for the Company. The fee was satisfied by a combination of cash and Common Shares of which an aggregate of 1,043,473 Common Shares at a deemed price per share equal to the Consideration Share Price was issued to the advisor upon closing of the transaction.

On November 27, 2020, the Company entered into a share purchase agreement to acquire Score Enterprises Ltd., a privately-held British Columbia company which carries on the business, including café, restaurant, food truck and operations, of the Squamish-based “Cloudburst Café”, “Locavore Food Truck” and the “Locavore Bar & Grill”. The restaurant location will be redesigned as the PlantX Canadian flagship brick and mortar shop. Pursuant to the acquisition, the Company will acquire all of the issued and outstanding shares of Score Enterprises Ltd., for a purchase price of $1,350,000, which will be satisfied by the payment of $327,435 in cash and the issuance of 1,897,152 common shares of the Company at an issue price per share equal to $0.539, that being the 10 day volume weighted average trading price of the common shares. This transaction has not been completed yet at the reporting date.

MANAGEMENT CHANGES

On December 3, 2019, Suzette Ramcharan and Domenic Minichiello resigned from the board of directors, and Dave Jenkins was appointed as a director of the Company.

On August 5, 2020, in connection with the completion of the RTO acquisition, the Company appointed Julia Frank as the Chief Executive Officer of the Company, Lorne Rapkin as the Chief Financial Officer and director of the Company, Todd Shapiro and Peter Simeon as directors of the Company, and Alex Hoffman as Chief Marketing Officer of the Company. In addition, the Company also appointed John Giammarella as General Counsel of the Company.

The Company’s current board of directors are as follows: Quinn Field-Dyte, Peter Simeon, Lorne Rapkin, and Todd Shapiro.

FINANCIAL STATEMENTS GOING CONCERN ASSUMPTION

The condensed interim consolidated financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern under IFRS. The use of these principles under IFRS assumes that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge its liabilities in the normal course of operations. The Company incurs operating losses, which casts significant doubt about the Company’s ability to continue as a going concern.

Management’s current strategy is careful cost control while pursuing opportunities within various market sectors. Management recognizes the Company’s need to increase its cash reserves in the coming year if it intends to adhere to its plans and has evaluated its potential sources of funds. Although management intends to assess and act on these options throughout the course of the year, there can be no assurance that the steps management take will be successful.

In the event that cash flow from operations, together with the proceeds from any future financings are insufficient to cover planned expenditures, management will allocate available resources in such manner as deemed to be in the Company’s best interest. This may result in a significant reduction in the scope of existing and planned operations.

As at September 30, 2020, the Company has generated a minimal revenue and has a deficit of $4,250,528 (March 31, 2020 - $342,386). The Company is actively seeking additional sources of financing. In assessing whether the going concern assumption is appropriate. Management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of uncertainties related to events or conditions that may cast significant doubt upon its ability to continue as a going concern that these uncertainties are material and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business.

Accordingly, these condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore to realize its assets and discharge its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying condensed interim consolidated financial statements. These adjustments could be material.

Since March 2020, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which included the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruptions to business globally in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time.

SUMMARY OF FINANCIAL RESULTS

Six months ended September 30, 2020

Period from October 11, 2019 (date of incorporation) to March
31, 2020

$	$
Revenue	459,892	1,349
Cost of Sales	(433,392)	-
Net Loss	(3,908,142)	(588,997)
Basic and Diluted Loss Per Share	(0.10)	(0.04)
Total Assets	2,623,673	252,460
Total Liabilities	697,277	115,527
Long-Term Debt	-	-
Dividends	-	-

RESULTS OF OPERATIONS

Period from April 1, 2020 to September 30, 2020

During the period from April 1, 2020 to September 30, 2020, the Company reported a net loss of $3,908,142 and a loss per share of $0.10. The Company incurred $339,329 in advertising and promotion, $254,389 in consulting and management fees, $28,762 in accounting and audit fees, $44,340 in general and administrative expenses, $15,167 in insurance expense, $21,392 in transfer agent and filing fees, $29,665 in salaries expense, $929,153 in share-based compensation, $53,839 in travel expense, $2,192,833 in listing expense, $4,878 in foreign exchange gain, and $1,505 in interest income.

During the six months ended September 30, 2020, the Company earned $459,892 of revenue and had cost of sales of $433,392. Since the Company earned minimal revenue, losses are expected to continue.

Period from October 11, 2019 (date of incorporation) to March 31, 2020

During the period from October 11, 2019 (date of incorporation) to March 31, 2020, the Company reported a net loss of $588,997 and a loss per share of $0.04. The Company incurred $151,767 in advertising and promotion, $325,000 in consulting and management fees, $14,110 in accounting and audit fees, $20,931 in legal fees, $22,433 in general and administrative expenses, $7,875 in share-based compensation, and
$48,230 in travel expense.

During the period from October 11, 2019 (date of incorporation) to March 31, 2020, the Company earned
$1,349 of revenue. Since the Company earned minimal revenue, losses are expected to continue.

LIQUIDITY AND CAPITAL RESOURCES

As  at  September  30,  2020,  the  Company had  working capital  of  $1,800,239,  inclusive  of  cash  of
$1,965,813, as compared to working capital of $4,137, inclusive of cash of $97,340 as at March 31, 2020.

Cash used in operating activities was $1,387,388 for the six months ended September 30, 2020. Cash provided by investing activity was $30,578 for the six months ended September 30, 2020, which was attributable to the acquisition of PlantX Living. Cash provided by financing activity was $3,225,283 for the six months ended September 30, 2020, which was attributable to the proceeds from issuance of shares.

Cash used in operating activities was $219,864 for the period from October 11, 2019 (date of incorporation) to March 31, 2020. Cash used in investing activity was $132,796 for the period from October 11, 2019 (date of incorporation) to March 31, 2020, which was attributable to capitalized website development costs. Cash provided by financing activity was $450,000 for the period from October 11, 2019 (date of incorporation) to March 31, 2020, which was attributable to the proceeds from issuance of shares.

Depending on future events, the rate of expenditures and general and administrative costs could increase or decrease.

Liquidity and Solvency

The following table summarizes the Company’s cash on hand, working capital and cash flow:

Six months ended September 30, 2020	Period from October 11, 2019 (date of incorporation) to March 31, 2020	
	$	$	
Cash	1,965,813	97,340	
Working Capital Equity	1,800,239	4,137	
Cash Used in Operating Activities	(1,387,388)	(219,864)	
Cash Provided by (Used in) Investing Activity	30,578	(132,796)	
Cash Provided in Financing Activity	3,225,282	450,000	
Net Change in Cash	1,868,473	97,340	

The Company is dependent on the sale of newly issued shares to finance its operational activities and general and administrative costs. The Company may have to raise additional funds in the future to continue its operations. There can be no assurance, however, that the Company will be successful in its efforts. If such funds are not available or other sources of financing cannot be obtained, then the Company may be forced to curtail its business activities.

Capital Resources

The Company’s primary capital assets as at September 30, 2020, are cash and receivables. The Company has no commitments for capital expenditures, and there are no known trends or expected fluctuations in the Company’s capital resources.

SHARE CAPITAL

Common Shares

The authorized capital of the issuer consists of an unlimited number of common shares without par value of which 54,462,036 are outstanding as of September 30, 2020 and 66,373,067 are outstanding as of November 30, 2020. Holders of the issuer’s common shares are entitled to vote at all meetings of shareholders declared by the directors, and subject to the rights of holders of any shares ranking in priority to or on a parity with the common shares, to participate ratably in any distribution of property or assets upon the liquidation, winding up or dissolution of the Issuer.

On November 29, 2019, the Company issued 9,500,000 common shares at a price of $0.02 per share. On December 20, 2019, the Company issued 13,000,000 common shares at a price of $0.02 per share.
On March 24, 2020, the Company issued 1,072,220 common shares with a fair value of $21,444 in settlement of debt of $268,055, resulting in a gain of $246,611 which was recognized in deficit.

The Company also closed a seed round financing of 12,000,000 common shares at a price of $0.005 per share for total gross proceeds of $60,000.

On August 5, 2020, the Company issued a total of 39,129,442 common shares at a fair value of $1,517,652 related to the acquisition of PlantX Living.

In connection with the acquisition, the Company closed a non-brokered private placement of 12,819,200 common shares at a price of $0.25 per share for total gross proceeds of $3,204,800. The Company paid
$14,000 and issued 36,000 finders’ warrants with fair value of $5,724, as finder’s fees.
In addition, the Company also closed a seed round financing of 12,000,000 common shares at a price of
$0.005 per share for total gross proceeds of $60,000.

The following is a summary of the Company’s outstanding stock options and warrants data as of November 30, 2020.

PlantX Stock Options

Options to purchase common shares in the capital of PlantX are granted by the Company’s Board of Directors to eligible persons pursuant to PlantX’s 2020 Stock Option Incentive Plan. During the six months ended September 30, 2020, the Company granted 5,462,036 stock options. 5,427,036 stock options are outstanding as at November 30, 2020.

PlantX Share Purchase Warrants

The Company has 36,000 share purchase warrants outstanding as at September 30, 2020 and November 30, 2020.

Outlook and Capital Requirements

There is no guarantee that market conditions will be conducive to raising additional equity capital. Depending on future events, the rate of Company expenditures and general and administrative costs could increase or decrease.

TRANSACTIONS WITH RELATED PARTIES

The following transactions occurred between related parties during the six months ended September 30, 2020 and the period from October 11, 2019 (date of incorporation) to March 31, 2020:

Six months
ended September 30,
2020

Period from
October 11, 2019
(date of incorporation) to March 31, 2020

Salaries paid to CEO	$	18,796	$	- Consulting fees paid to CEO		1,325		-
Consulting fees paid to a director	6,000		- Consulting fees paid to the founder of the Company	30,325	220,000

$	56,446	$	220,000

On March 24, 2020, the Company issued 1,072,220 common shares in settlement of debt to the founder of the Company of $268,055.

On August 10, 2020, the Company granted 1,747,036 stock options to related parties of the Company and recorded share-based compensation of $294,720.

As at September 30, 2020, the Company has $69,991 (March 31, 2020 - $72,034 due to) due from the founder of the Company. The amount is non-interest bearing, unsecured and has no fixed terms of repayment.

As at September 30, 2020, included in the accounts payable and accrued liabilities is $750 owing to a director of the Company. The amount is non-interest bearing, unsecured and has no fixed terms of repayment.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

SUBSEQUENT EVENTS

On October 1, 2020, the Company’s ecommerce platform www.PlantX.com will begin offering its own line of PlantX-branded juices.

On October 9, 2020, the Company’s PlantX ecommerce platform began featuring pet food products from Kirtana Inc.

On October 20, 2020, the Company entered into an agreement with Iris Construction Management to design and build PlantX’s flagship brick-and-mortar shop, Liv Marketplace, in San Diego and future franchises across North America

On October 26, 2020, the Company agreed to partner with Les Marches TAU Natural Food Stores (“TAU”) who will assist PlantX in launching a new line of PlantX private label products, make available TAU’s products to the PlantX e-commerce platform and provide consulting services for PlantX’s planned brick and mortar locations.

On November 6, 2020, the Company completed its acquisition of Bloombox Club Limited ("Bloombox Club UK") a leading UK-based e-commerce platform that sells and delivers indoor plants to their established wellness community via subscription service and online shop. Pursuant to the acquisition, the Company acquired Bloombox Club UK for an aggregate purchase price of £8 million to satisfied by a combination of £560,000 in cash and £7,440,000 in common shares in the capital of the Company ("Common Shares"). An aggregate of 10,782,559 Common Shares were issued as consideration based on a deemed price of C$1.17 per share, that being equal to the immediately preceding 10 day volume weighted average trading price of the Common Shares (the "Consideration Share Price"). The Company will assume a £50,000 10 year UK government loan bearing a 2.5% interest rate as a result of the transaction. Upon completion of the transaction, the Company paid a financial advisory fee equal to 10% of the value of the transaction to an arm's length, third party financial advisor for its assistance in introducing, evaluating, and structuring the transaction for the Company. The fee was satisfied by a combination of cash and Common Shares of which an aggregate of 1,043,473 Common Shares at a deemed price per share equal to the Consideration Share Price was issued to the advisor upon closing of the transaction.

On November 27, 2020, the Company entered into a share purchase agreement to acquire Score Enterprises Ltd., a privately-held British Columbia company which carries on the business, including café, restaurant, food truck and operations, of the Squamish-based “Cloudburst Café”, “Locavore Food Truck” and the “Locavore Bar & Grill”. The restaurant location will be redesigned as the PlantX Canadian flagship brick and mortar shop. Pursuant to the acquisition, the Company will acquire all of the issued and outstanding shares of Score Enterprises Ltd., for a purchase price of $1,350,000, which will be satisfied by the payment of $327,435 in cash and the issuance of 1,897,152 common shares of the Company at an issue price per share equal to $0.539, that being the 10 day volume weighted average trading price of the common shares. This transaction has not been completed yet at the reporting date.

PROPOSED TRANSACTIONS

There are no proposed transactions that will materially affect the performance of the Company other than those disclosed in this MD&A.

COMMITMENTS

The Company is not subject to any commitments.

SIGNIFICANT ACCOUNTING POLICIES

The Company’s accounting policies are described in Note 4 of the unaudited condensed interim consolidated financial statements for the six months ended September 30, 2020 and period from October 11, 2019 (date of incorporation) to March 31, 2020.

13

Future accounting pronouncements

There are no other IFRS or International Financial Reporting Interpretations Committee interpretation that are not yet effective that are expected to have a material impact on the Company’s consolidated financial statements.

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Significant estimates and assumptions

The preparation of the financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting period include:
Deferred taxes
The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of tax laws. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments.

Estimated useful lives and depreciation of intangible assets
Depreciation of finite-life intangible assets is dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.

RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

IFRS 13 establishes a fair value hierarchy that reflects the significance of inputs used in making fair value measurements as follows:

Level 1 quoted prices in active markets for identical assets or liabilities;
Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. from derived prices); and
Level 3 inputs for the asset or liability that are not based upon observable market data.

As at September 30, 2020, the carrying value of the Company’s financial instruments approximates their
fair value due to their short terms to maturity. The fair value of cash was determined using level 1 inputs

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s primary exposure to credit risk is in its cash accounts and accounts receivable. The Company manages credit risk, in respect of cash, by placing cash at major Canadian financial institutions. Accounts receivable mainly consists of receivables from its customers. At September 30, 2020, 99% of the Company’s accounts receivable were from one customer.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due. At September 30, 2020, the Company had a cash balance of $1,965,813 and current liabilities of $697,277. All of the Company’s financial liabilities have contractual maturities of less than 90 days. The Company is not exposed to liquidity risk.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on capital. As at September 30, 2020, the Company is not exposed to significant market risk.

BUSINESS RISK AND UNCERTAINTIES

The following are major risk factors management has identified which relate to the Company’s business activities. Though the following are major risk factors identified by management, they do not comprise a definitive list of all risk factors related to the Company’s business and operations. Other specific risk factors are discussed elsewhere in this MD&A.

History of Operating Losses
The Company was incorporated on October 11, 2019 and has generated minimal profit from its activities. The  Company  has  an  accumulated  deficit  since  its  incorporation  through  September  30,  2020  of
$4,250,528. The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations as the Company continues its product development and establishes sales channels for its products.

Capitalization and Commercial Viability
The Company will require additional funds to continue operations. The Company has limited financial resources, and there is no assurance that additional funding will be available to the Company to carry out the completion of all proposed activities. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the curtailment of operations, liquidation of assets, seeking additional capital on less favourable terms and/or other remedial measures.

Competition
There is competition within the innovative plant-based food and beverages market. The Company will compete with other companies, many of which have greater financial, technical and other resources than the Company, as well as for the recruitment and retention of qualified employees and other personnel.

Intellectual Property Risk
The Company has developed online platforms offering plant-based products available for fast home delivery. The Company may be unable to prevent competitors from independently developing ecommerce and online platforms similar to or duplicate of the Company, and there can be no assurance that the resources invested by the Company to protect the Intellectual Property will be sufficient. The Company may be unable to secure or retain ownership or rights.

Reliance on Management, Dependence on Key Personnel, and Conflict of Interest
The success of the Company will be largely dependent upon on the performance of the directors and officers and the ability to attract and retain key personnel. The loss of the services of these persons may have a material adverse effect on the Company’s business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers, or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

Certain directors and officers of the Company may also serve as directors and officers of other companies involved in similar offering of plant-based products and its development and consequently the possibility of conflict exists. Any decisions made by such directors or officers involving the Company will be made in accordance with the duties and obligations of directors and officers to deal fairly and in good faith with the Company and such other companies. In addition, such directors declare their interest and refrain from voting on any matters in which such directors may have a conflict of interest.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company’s financial statements and the other financial information included in this management report are the responsibility of the Company’s management, and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with generally accepted Canadian accounting principles and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities.

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

This committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit

plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

OUTLOOK

As of September 30, 2020, the Company’s focus is business expansion. To increase sales and distribution of its products, the Company entered into several partnerships and acquisitions, including an agreement for a retail distributor in United States.

COVID-19

Since March 2020, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which included the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruptions to business globally in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time.

PERSONNEL

Current Directors and Officers

Julia Frank, CEO
Quinn Field-Dyte, Director Lorne Rapkin, CFO, Director Todd Shapiro, Director
Peter Simeon, Director Alex Hoffman, CMO
Sean Dollinger, Founder and Promoter

OTHER

Additional  information relating to the Company's operations and activities can be found by visiting the Company’s website at http://www.plantx.com/ and its profile on SEDAR at www.sedar.com.