form 5 quarterly listing statement

FORM 5 – QUARTERLY LISTING STATEMENT

January 2015

FORM 5

QUARTERLY LISTING STATEMENT

Name of Listed Issuer: Optimi Health Corp. (the “Issuer”).

Trading Symbol: OPTI

This Quarterly Listing Statement must be posted on or before the day on which the Issuer’s unaudited interim financial statements are to be filed under the Securities Act, or, if no interim statements are required to be filed for the quarter, within 60 days of the end of the Issuer’s first, second and third fiscal quarters. This statement is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the Exchange Policies. If material information became known and was reported during the preceding quarter to which this statement relates, management is encouraged to also make reference in this statement to the material information, the news release date and the posting date on the Exchange website.

General Instructions

(a) Prepare this Quarterly Listing Statement using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the following items must be in narrative form. When the answer to any item is negative or not applicable to the Issuer, state it in a sentence. The title to each item must precede the answer.

(b) The term “Issuer” includes the Listed Issuer and any of its subsidiaries.

(c) Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.

There are three schedules which must be attached to this report as follows: SCHEDULE A: FINANCIAL STATEMENTS

See Financial Statements for the quarter ended March 31, 2021 attached as Schedule A. Financial statements are required as follows: For the first, second and third financial quarters interim financial statements prepared in accordance with the requirements under Ontario securities law must be attached. If the Issuer is exempt from filing certain interim financial statements, give the date of the exempting order. SCHEDULE B: SUPPLEMENTARY INFORMATION

The supplementary information set out below must be provided when not included in Schedule A.


January 2015

1. Related party transactions

Provide disclosure of all transactions with a Related Person, including those previously disclosed

on Form 10. Include in the disclosure the following information about the transactions with Related

Persons:

All Related Party transactions, if any, have been disclosed in the Issuer’s Management Discussion and Analysis for the quarter ended March 31, 2021 attached as Schedule C.

(a) A description of the relationship between the transacting parties. Be as precise as possible

in this description of the relationship. Terms such as affiliate, associate or related company

without further clarifying details are not sufficient.

(b) A description of the transaction(s), including those for which no amount has been recorded.

(c) The recorded amount of the transactions classified by financial statement category.

(d) The amounts due to or from Related Persons and the terms and conditions relating thereto.

(e) Contractual obligations with Related Persons, separate from other contractual obligations.

(f) Contingencies involving Related Persons, separate from other contingencies.

2. Summary of securities issued and options granted during the period.

Provide the following information for the period beginning on the date of the last Listing Statement

(Form 2A): All securities issued and options granted, if any, have been disclosed in the Issuer’s Financial Statements for the quarter ended March 31, 2021 – see Schedule A.

(a) summary of securities issued during the period,

Date of

Issue

Type of

Security

(common

shares,

convertible

debentures,

etc.)

Type of

Issue

(private

placement,

public

offering,

exercise of

warrants,

etc.)

Number

Price

Total

Proceeds

Type of

Consideration

(cash,

property, etc.)

Describe

relationship

of Person

with Issuer

(indicate if

Related

Person)

Commission

Paid

(b) summary of options granted during the period,


January 2015

Date

Number

Name of Optionee

if Related Person

and relationship

Generic description

of other Optionees

Exercise Price

Expiry Date

Market

Price on

date of

Grant

3. Summary of securities as at the end of the reporting period. A summary of securities as at the end of the reporting period have been disclosed in the Issuer’s Financial Statements for the quarter ended March 31, 2021 – see Schedule A.

Provide the following information in tabular format as at the end of the reporting period:

(a) description of authorized share capital including number of shares for each class, dividend

rates on preferred shares and whether or not cumulative, redemption and conversion

provisions,

(b) number and recorded value for shares issued and outstanding,

(c) description of options, warrants and convertible securities outstanding, including number

or amount, exercise or conversion price and expiry date, and any recorded value, and

(d) number of shares in each class of shares subject to escrow or pooling agreements or any

other restriction on transfer.

4. List the names of the directors and officers, with an indication of the position(s) held, as at

the date this report is signed and filed.

Name Position

Mike Stier Director, President and Chief Executive Officer

Bryan Safarik Director and Chief Operating Officer

Dane Stevens Director and Chief Marketing Officer

JJ Wilson Director and Chairman of the Board

Jon Schintler Director

Jacob Safarik Chief Financial Officer

Leah Hodges Corporate Secretary

SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS

Provide Interim MD&A if required by applicable securities legislation.

See Management Discussion and Analysis for the quarter ended March 31, 2021 attached as Schedule C.


January 2015

Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Quarterly Listing Statement.

2. As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.

3. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).

4. All of the information in this Form 5 Quarterly Listing Statement is true.

Dated May 25, 2021.

Leah Hodges Name of Director or Senior Officer

/s/ “Leah Hodges” Signature

Corporate Secretary Official Capacity

Issuer Details

Optimi Health Corp.

For Quarter Ended March 31, 2021

Date of Report 05/25/2021

Issuer Address 201 – 1448 Commercial Drive City/Province/Postal Code Vancouver, B.C., V5L 3X9

Issuer Fax No. N/A

Issuer Telephone No. (778) 930-1321

Contact Name Leah Hodges

Contact Position Corporate Secretary

Contact Telephone No. (604) 377-0403

Contact Email Address [email protected]

Web Site Address www.optimihealth.ca


January 2015

SCHEDULE A

FINANCIAL STATEMENTS

FOR THE QUARTER ENDED MARCH 31, 2021

Optimi Health Corp.

Condensed Interim Consolidated Financial Statements

Period Ended March 31, 2021

(Expressed in Canadian Dollars)

OPTIMI HEALTH CORP.

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

The accompanying condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management and have been approved by the Board of Directors of the Company. May 25, 2021

Optimi Health Corp. Condensed Interim Consolidated Statement of Financial Position (Expressed in Canadian Dollars)

March 31, 2021 September 30, 2020ASSETS Current Cash $ 20,321,161 $ 4,471,113 Cash held in trust - 47,953 Accounts receivable 114,430 83,223 Prepaids and advances (Note 3) 751,037 20,000 Total current assets 21,186,628 4,622,289

Deferred financing costs - 29,110 Plants under construction (Note 4, 7) 3,857,573 1,365,627 Right-of-Use assets (Note 5, 7) 131,167 153,259

Total Assets $ 25,175,368 $ 6,170,285

LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities (Note 7) $ 125,211 $ 651,346 Obligation to issue shares (Note 7) - 75,000 Lease liability (Note 5, 7) 25,852 25,429 Total current liabilities 151,063 751,775 Lease Liability (Note 5, 7) 116,130 130,890

Total Liabilities 267,193 882,665 Shareholders' equity Share capital (Note 6) 25,269,004 966,090 Reserves (Note 6) 850,900 4,490,751 Deficit (1,211,729) (169,221) Total shareholders' equity 24,908,175 5,287,620 Total Liabilities and Shareholders' Equity $ 25,175,368 $ 6,170,285

Nature of operations and going concern (Note 1)Events after the reporting period (Note 13)

Approved on behalf of the Board:

"Jon Schintler" "John James Wilson"Director Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Optimi Health Corp. Condensed Interim Consolidated Statement Comprehensive Loss (Expressed in Canadian Dollars)


6 month period ended 3 month period ended March 31, 2021 March 31, 2021Expenses

Amortization (Note 5) $ 15,431 $ 7,716 Bank, charges and interest (Note 5) 7,922 4,003 Consulting (Note 7) 141,587 84,466 Insurance 66,041 60,731 Listing expense (Note 6) 241,500 241,500 Marketing 83,059 65,759 Office, rent and admin 18,641 13,780

Professional fees 155,296 96,491

Research and development (Note 12) 135,248 135,248

Share-based compensation (Note 6, 7) 132,500 29,281

Transfer agent and filing fees 45,283 23,526

Loss and comprehensive loss for the period $ 1,042,508 $ 762,501 Loss per share

Basic and diluted $ (0.03) $ (0.02)

Weighted average number of common shares outstanding

Basic and diluted 34,156,948 48,628,494

Optimi Health Corp. Condensed Interim Consolidated Statement of Cash Flows (Expressed in Canadian Dollars)

6 month period ended March 31, 2021CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (1,042,508) Items not involving cash:

Amortization 15,431 Share-based compensation 132,500 Shares issued for research and development 112,500 Lease interest 7,324

Changes in non-cash working capital items:

Accounts receivable (31,207)Prepaids and advances (731,037)Accounts payable and accrued liabilities 42,936 Deferred financing costs 17,916

Cash used in operating activities (1,476,145) CASH FLOWS FROM INVESTING ACTIVITIES

Plant under construction expenditures (1,924,823) Net cash used in investing activities (1,924,823) CASH FLOWS FROM FINANCING ACTIVITIES

Public offering, net of share issue costs 19,098,063 Exercise of warrants 120,000 Payment of lease obligations (15,000)Cash held in trust 47,953

Net cash provided by financing activities 19,251,016 Change in cash during the period 15,850,048 Cash, beginning of period 4,471,113 Cash, end of period $ 20,321,161 SUPPLEMENTAL INFORMATION

Plant under construction costs included in accounts payable (prior year) 610,800 Plant under construction costs included in accounts payable 52,923 Deferred financing costs included in accounts payable (prior year) 11,194 Transfer from reserves to share capital on exercise of warrants 4,490,751 Transfer from reserves to share capital on exercise of RSRs 37,500 Shares issued for plant under construction 1,200,000 Agent options issued as share issue costs 755,900 Modification of lease liability 6,661


Optimi Health Corp. Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity Periods Ended March 31, 2021 and September 30, 2020 (Expressed in Canadian Dollars)


Shares Share Capital Reserves Deficit Total Equity

$ $ $ $

Balance, May 27, 2020 (Date of incorporation) 1 - - - - Shares issued for cash 20,000,000 1,000,000 - - 1,000,000 Special warrants issued for cash - - 4,490,751 - 4,490,751 Share issuance costs - (33,910) - - (33,910)Loss for the period - - - (169,221) (169,221)

Balance, September 30, 2020 20,000,001 966,090 4,490,751 (169,221) 5,287,620

Numbers of Shares Share Capital Reserves Deficit Total Equity

$ $ $ $

Balance, September 30, 2020 20,000,001 966,090 4,490,751 (169,221) 5,287,620 Shares issued on exercise of special warrants 17,963,005 4,490,751 (4,490,751) - - Shares issued for cash 27,600,000 20,700,000 - - 20,700,000 Shares issued for plant under construction 3,000,000 1,200,000 - - 1,200,000 Shares issued for research and development 150,000 112,500 - - 112,500 Shares issued on exercise of warrants 300,000 120,000 - - 120,000 Shares issued on conversion of RSRs 50,000 37,500 (37,500) - - Share issuance costs - (2,357,837) 755,900 - (1,601,937)Share-based compensation - - 132,500 - 132,500 Loss for the period - - - (1,042,508) (1,042,508)

Balance, March 31, 2021 69,063,006 25,269,004 850,900 (1,211,729) 24,908,175

Optimi Health Corp. Notes to the Financial Statements Period ended March 31, 2021 (Expressed in Canadian Dollars)

1. Nature of Operations and Going Concern

Optimi Health Corp. (“Optimi” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on May 27, 2020 under the name 1251417 B.C. Ltd. The Company changed its name from 1251417 B.C. Ltd. to Optimi Health Corp. on August 17, 2020. The Company is developing a vertically integrated Canadian functional mushroom brand that focuses on the health and wellness food markets. The Company also intends to cultivate, extract, process and distribute high quality strains of fungi products at its facilities located in Princeton, British Columbia. The Company intends to grow and process functional mushrooms, to develop its own health food products and to sell its mushrooms and related products directly to consumers, to other health food brands and to distributors. The head office and registered and records office is located at 201-1448 Commercial Drive, Vancouver, British Columbia, V5L 3X9. These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Over the coming year, the Company intends to complete construction of cultivation and processing facilities in Princeton, British Columbia, develop its functional mushrooms nutraceuticals brand and perform research on the health impacts of psilocybin mushrooms. Management estimates it will have sufficient funds to operate for the upcoming twelve months. In March 2020, the World Health Organization recognized the outbreak of COVID-19 as a global pandemic. Government measures to limit the spread of COVID-19, including the closure of non-essential businesses, did not materially impact the Company’s operations during the period ended March 31, 2021. Despite the pandemic, development activities relating to the plants under construction remain on schedule. Furthermore, the production, processing and sale of agrifood crops have been recognized as essential services in Canada and across Europe. Due to the rapid developments and uncertainty surrounding COVID-19, it is not possible to predict the impact that COVID-19 will have on the Company’s business, financial position and operating results in the future. Additionally, it is possible that estimates in the Company’s condensed interim consolidated financial statements will change in the near term as a result of COVID-19. The Company is closely monitoring the impact of the pandemic on all aspects of its business. These condensed interim consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. Basis of Presentation

a) Statement of compliance

These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"s). They do not include all disclosures required by International Financial Reporting Standards ("IFRS") for annual financial statements, and, therefore, should be read in conjunction with the Company’s audited consolidated financial statements for the year ended September 30, 2020, prepared in accordance with IFRS as issued by the IASB. These condensed interim consolidated financial statements were authorized by the Audit Committee and Board of Directors of the Company (the “Board”) on May 25, 2021.

b) Basis of presentation

These condensed interim consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair value. These condensed interim consolidated financial statements are presented in Canadian dollars, which is the Company and its subsidiary’s functional currency.

c) Basis of consolidation These condensed interim consolidated financial statements include the accounts of the Company and its subsidiary with intercompany balances and transactions eliminated on consolidation. Subsidiaries are those entities over which the Company has the power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. As of March 31, 2021, the Company has 100% ownership interest in Optimi Labs Inc.


d) Significant accounting judgments and estimates The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and the reported revenues and expenses during the year. Actual results may differ from these estimates. Significant estimates and judgments are evaluations and assumptions about the future and other sources of estimation uncertainty that management has made, which could result in a material adjustment to the carrying amounts of assets and liabilities. Significant estimates and judgments used in the preparation of these condensed interim consolidated financial statements include, but are not limited to, the following: Going concern The assessment of whether the concern assumption is appropriate requires management to take 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.

Provisions and contingencies The amount recognized as a provision, including legal, contractual, constructive and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available. Impairment of plant under construction Management considers both external and internal sources of information in determining if there are any indications that the Company’s plant under construction are impaired. Management considers the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its plant under construction. Management considers the manner in which the plant under construction are being used or are expected to be used an indication of economic performance of the assets.

Valuation of share-based payments

The Company uses the Black-Scholes option pricing model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

3. Prepaids and deposits

March 31, 2021 September 30, 2020 Deposits for mushroom raw materials 5,925 - Numinus retainer (Note 12) 87,495 - Prepaid insurance 393,262 - Prepaid marketing 244,355 - Security deposit 20,000 20,000 $ 751,037 $ 20,000

4. Plants under construction

During the period ended September 30, 2020, construction began on the Company’s cultivation and processing facilities located in Princeton, British Columbia (the “Princeton Facilities”). As at March 31, 2021, $3,857,573 (September 30, 2020 - $1,365,627) of expenditures incurred in connection with the construction of the Princeton Facilities were capitalized. Construction of the Princeton Facilities is estimated to be completed during the current fiscal year. At the time that the Princeton Facilities are ready for their intended use, amortization will commence.


5. Right-of-use asset and Lease liability

The Company has a lease agreement with BC Green Pharmaceuticals Inc. (“BC Green”), a company related by a common director and common officers, whereby, the Company has leased land from BC Green on which to build its Princeton Facilities. Upon signing of the lease agreement, the Company recognized $158,683 for a right-of-use (“ROU”) asset and $158,683 for a lease liability. The lease payments are $2,500 per month, increasing to $3,500 per month once the Princeton Facilities are completed. During the period ended March 31, 2021, the anticipated completion date of the Princeton Facilities was extended which resulted in a modification of the Company’s ROU asset and lease liability of $6,661.

The continuity of the ROU asset and Lease liability is as follows: ROU asset ROU asset recognized as at July 23, 2020 $ 158,683 Amortization (5,424)

ROU asset as at September 30, 2020 $ 153,259 Modification of ROU asset (6,661) Amortization (15,431) ROU asset as at March 31, 2021 $ 131,167

Lease liability Lease liability recognized as at July 23, 2020 $ 158,683 Lease payments (5,000) Lease interest 2,636 Lease liability as at September 30, 2020 $ 156,319 Modification of lease liability (6,661) Lease payments (15,000) Lease interest 7,324 Lease liability as at March 31, 2021 $ 141,982 March 31, 2021 September 30, 2020 Current portion $ 25,852 $ 25,429 Long-term portion 116,130 130,890 $ 141,982 $156,319

6. Share Capital

a) Authorized

Unlimited number of common shares without par value.

b) Special warrants During the period ended September 30, 2020, the Company issued:

• 17,963,005 special warrants of the Company (the “Special Warrants”) at a price of $0.25 per Special Warrant for gross proceeds of $4,490,751. Each Special Warrant entitled the holder to automatically receive, without additional payment, one unit in the capital of the Company upon the earlier of (i) January 12, 2021, and (ii) the second business day after the Company receives a receipt for a final long form prospectus qualifying the distribution of the units (issued). Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.40 for a period of two years. During the period ended March 31, 2021 the Special Warrants were converted into common shares (Note 6c).


The Company did not issue any Special Warrants during the period ended March 31, 2021.

c) Issued and outstanding

The total issued and outstanding share capital as at March 31, 2021 consisted of 69,063,006 common shares without par value.

During the period ended September 30, 2020, the Company issued:

• 1 founders’ common share for proceeds of $0.01. • 20,000,000 units at $0.05 each for gross proceeds of $1,000,000 through private placements. Each unit consisted

of one common share and one half of one share purchase warrant. Each warrant is exercisable into one additional common share at a price of $0.10 per share for a period of 2 years.

During the period ended March 31, 2021, the Company issued:

• 17,963,005 units on conversion of 17,963,005 Special Warrants (Note 6b). • 27,600,000 units at a price of $0.75 each for gross proceeds of $20,700,000 in connection with the Company’s

initial public offering (“IPO”). Each unit consisted of one common share and one half of one common share purchase warrant. Each warrant is exercisable into one additional common share at a price of $1.25 per share for a period of 2 years. The Company incurred $1,601,937 in cash fees and issued 1,932,000 agent options valued at $755,900 for share issuance costs and finders’ fees in relation to the IPO. Each agent option is exercisable at a price of $0.75 per option into a unit consisting of one common share and one half of one common share purchase warrant. Each warrant is exercisable into one additional common share at a price of $1.25 per share for a period of 2 years. The Company measured the fair value of the agent options granted using the Black-Scholes option pricing model with the following assumptions: expected life of the options - 2 years, stock price volatility – 100%, no dividend yield, and a risk-free interest rate yield of 0.23% note 6e). In relation to the IPO, the Company incurred $241,500 in legal, regulatory, and consulting fees recorded as listing expense.

• 3,000,000 common shares to BC Green valued at $1,200,000 pursuant to the Project Development Consulting agreement (Note 7). As at March 31, 2021, the Company has an obligation to issue shares of $nil (September 30, 2020 - $75,000) in relation to the agreement.

• 150,000 common shares valued at $112,500 to Numinus Wellness Inc. (“Numinus”) pursuant to the Laboratory Service Agreement (Note 12).

• 50,000 common shares valued at $37,500 on exercise of restricted share rights (“RSRs”) (note 6e). • 300,000 common shares for gross proceeds of $120,000 on exercise of warrants.

d) Warrants

Warrant transactions are summarized as follows: Number of warrants Weighted Average exercise price Balance, May 27, 2020 - - Issued 10,000,000 $0.10 Balance, September 30, 2020 10,000,000 $0.10 Issued 31,763,005 $0.77 Exercised 300,000 $0.40 Balance, March 31, 2021 41,463,005 $0.61


The following is a summary of warrants as at March 31, 2021.

Weighted Average

Remaining Exercise Number Contractual Expiry Date Price of Warrants Life (Years) July 6, 2022 $0.10 10,000,000 1.27 September 11, 2022 $0.40 17,663,005 1.45 February 24, 2023 $1.25 13,800,000 1.90

e) Equity incentive plan

The Company has an Equity Incentive Plan (“EIP”) under which the Board may, from time to time in its discretion, grant stock options, RSRs or deferred share units (“DSUs”) of the Company to its directors, officers, employees, consultants, and advisors. The aggregate number of Common Shares that may be subject to issuance under the Equity Incentive Plan, together with any other securities-based compensation arrangements of the Corporation, shall not exceed 15% of the Corporation’s issued and outstanding share capital. Stock options The EIP authorizes the Board to grant options to eligible directors and employees (including officers). The number of options, the exercise price per option, the vesting period and any other terms and conditions of options granted from time to time pursuant to the EIP, are determined by the Board at the time of the grant, subject to the defined parameters of the EIP. Unless otherwise determined by the Board, stock options will have a term of five years and 25% of the options granted will vest immediately, and 25% will vest each six-month period thereafter. During the period ended March 31, 2021, the Company granted 500,000 stock options with a fair value of $80,110 to directors and officers. These options vested on grant and have an exercise price of $0.50 per option and expire on October 9, 2025. In addition, the Company granted 40,000 stock options with a fair value of $23,023 to consultants. These options vest 25% every three months with the first 25% vesting on April 26, 2021 and expire on January 26, 2026. During the period ended March 31, 2021, the Company recorded $88,597 (September 30, 2020 - $nil) in share-based compensation expense due to the vesting of options. The Company measured the fair value of the options granted using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of the options - 5 years, stock price volatility – 100%, no dividend yield, and a risk-free interest rate yield of 0.39%. During the period ended March 31, 2021, the Company granted 1,932,000 agent options as described in note 6c. Stock option transactions are summarized as follows:

Number of options Weighted Average exercise price

Balance, May 27, 2020, and September 30, 2020 - - Issued 2,472,000 $0.70 Balance, March 31, 2021 2,472,000 $0.70


The following is a summary of stock options as at March 31, 2021:

Weighted Average

Remaining Exercise Number Options Contractual Expiry Date Price of Options Exercisable Life (Years) October 9, 2025 $0.50 500,000 500,000 4.53 January 26, 206 $0.60 40,000 - 4.83 February 24, 2023 $0.75 1,932,000* 1,932,000 1.90 • Exercisable into one common share and one-half warrant.

Restricted share rights

The EIP authorizes the Board to grant RSRs, in its sole and absolute discretion, to any eligible employee or director. Each RSR provides the recipient with the right to receive common shares of the Company for no additional consideration as compensation for past services or as an incentive for future services. The terms including the vesting period of the RSRs are determined at the sole discretion of the Board.

During the period ended March 31, 2021, the Company granted 500,000 RSRs to a director and officer valued at $125,000. These RSRs vest as follows: 10% on the date the Company’s shares were listed on the Canadian Securities Exchange and 15% on every six-month anniversary of the listing date. During the period ended March 31, 2021, the Company recorded $43,903 (September 30, 2020 - $nil) in share-based compensation related to the vesting of these RSRs. During the period ended March 31, 2021, 50,000 RSRs vested and were converted into common shares (note 6c).

7. Key Management Compensation and Related Party Transactions

During the period ended March 31, 2021, the Company incurred the following amounts charged by officers and directors (being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in these financial statements:

March 31, 2021 Consulting fees $ 44,016 Share-based compensation 124,013 $ 168,029

During the period ended September 30, 2020, the Company signed a Project Development Consulting agreement with BC Green. During the period ended March 31, 2021, the Company granted BC Green 3,000,000 common shares as consideration for consulting services related to the construction of the Princeton Facilities. 1,500,000 common shares were issued when the Company received its building permits for the Princeton Facilities and an additional 1,500,000 common shares were issued upon the Company [ (i) being legally recognized as a “licensed dealer” under the Narcotic Control Regulations (Canada), or (ii) granted an exemption to conduct commercial production, processing, manufacturing, distribution and sales activities with one or more controlled substances under the Controlled Drugs and Substances Act (Canada) (met)] Consider specifying which one and confirming that shares were issued]. During the period ended September 30, 2020, the Company received its building permits and recorded an obligation to issue 1,500,000 common shares valued at $75,000 to BC Green which was extinguished during the period ended March 31, 2021 through the issuance of the common shares.

The Company has entered into a lease agreement with BC Green described in Note 5.

As at March 31, 2021, there was $1,336 (September 30, 2020 - $4,000) owing to key management which is included in accounts payable and accrued liabilities. The amounts are unsecured, without interest and due on demand.


8. Financial Instruments

a) Categories of financial instruments

The classification of the financial instruments as well as their carrying values is shown below: Fair value

The fair value recorded on initial recognition of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. The Company considers the carrying amounts of all its financial assets and financial liabilities recognized at amortized cost in these condensed interim consolidated financial statements to approximate their fair values due to the short-term maturity of these instruments. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data. The Company’s financial instruments consist of cash, cash held in trust, accounts payable and accrued liabilities and lease liability. The fair value of these financial instruments approximates their carrying values due to the short-term nature of these instruments.

b) Management of financial risks The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of these risks. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Interest rate risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest rate risk is limited to potential decreases on the interest rate offered on cash held with chartered Canadian financial institutions. The Company considers this risk to be limited as it holds no assets or liabilities subject to variable rates of interest. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subjects the Company to credit risk consists of cash, and cash held in trust. The Company limits exposure by maintaining its cash with major Canadian commercial banks. Liquidity risk Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company is reliant upon equity issuances and loans as its main sources of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its ongoing obligations. The Company continuously reviews its actual expenditures, forecasts cash flows, and matches the maturity dates of its cash to capital and operating needs. All of the Company’s existing commitments are budgeted and funded as at the date of the financial statements. All financial liabilities have contractual maturities of less than one year and are subject to normal trade terms with the exception of the Company’s lease liability which matures based on the lease agreement. Currency risk The Company is not exposed to financial risk related to the fluctuation of foreign exchange rates.


9. Capital Disclosure

The capital structure of the Company consists of equity attributable to common shareholders comprising issued share capital, subscriptions received, reserves and deficit. The Company’s objectives when managing capital are to: (i) preserve capital; (ii) obtain the best available net return; and (iii) maintain liquidity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, or acquire or dispose of assets. The Company is not subject to externally imposed capital restrictions.

10. Segment Reporting

For the period ended March 31, 2021, the Company has one reportable operating segment being that of the farming, processing and distribution of agrifoods. The Company’s non-current assets at March 31, 2021 are all in Canada.

11. Commitments The Company has a lease commitment for the industrial land where the Princeton Facilities are being constructed expiring in June 2025. Cash commitments for minimum lease payments in relation to the facility leases as at March 31, 2021, are payable as follows:

Within 1 year $ 39,000

Between 1 year and 5 years

136,500 $ 175,500

12. Laboratory and Services Agreement

During the period ended March 31, 2021, the Company entered into a Laboratory and Services Agreement with Numinus pursuant to which Numinus will provide certain psychedelic materials, testing, and research and development services to the Company. The Company paid Numinus a retainer of $100,000 (Note 3) and issued 150,000 common shares valued at $112,500 (Note 6c) recorded in research and development expense. In addition, the Company will issue to Numinus a further 150,000 common shares upon completion of the first project under a project agreement.

13. Events after the reporting period Subsequent to March 31, 2021, the Company:

• Issued 118,000 common shares for gross proceeds of $47,200 on exercise of warrants. • Granted 2,175,000 stock options with an exercise price of $1.50 per option with a term of five years. These options

vested 25% on the grant date and 25% every six months thereafter. • Granted 927,500 RSRs which vest and convert into common shares for no additional consideration. These RSRs

vest 10% on the grant date and 15% every six months thereafter. • Issued 50,000 common shares for advisory services. • Paid deposits of $1,282,678 towards marketing and investor awareness campaigns.


January 2015 Page 6

SCHEDULE B

SUPPLEMENTARY INFORMATION

(please refer to Schedule A”)


January 2015 Page 7

SCHEDULE C

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED MARCH 31, 2021

MANAGEMENT’S DISCUSSION AND ANALYSIS

Overview

This management discussion and analysis (“MD&A”) is in respect of the operations and financial condition of Optimi Health Corp. (“Optimi” or the “Company”) and is dated as of May 25, 2021 and describes the operating and financial results of the Company for the for the three and six month period ended March 31, 2021. The MD&A supplements, but does not form part of, the financial statements of the Company, and should be read in conjunction with the Company’s condensed interim consolidated financial statements and related notes for the for the three and six months ended March 31, 2021. The Company prepares and files its financial statements in accordance with IFRS. The currency referred to in this MD&A is in Canadian Dollars.

Readers should also refer to the Company’s long form prospectus dated February 12, 2021 and the Company’s audited consolidated financial statements for the period from incorporation on May 27, 2020 to September 30, 2020.

Certain information included in the MD&A is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Cautionary Statement Regarding Forward-Looking Statements” for further detail.

Overall Performance

During the period from incorporation on May 27, 2020 to September 30, 2020, the Company’s activities focused on: (i) obtaining financing, (ii) developing a business plan for its functional mushroom growth and health food brand, (iii) securing a lease its Facilities located in Princeton, British Columbia (the “Facilities”), (iv) developing and protecting its brand intellectual property (“IP”), (v) building out the Facilities, and (vi) identifying third party suppliers and distribution partners for the production and sale of its products.

During the six months ended March 31, 2021 the Company’s activities have been focused on: (i) Completing its initial public offering (“IPO”) to obtain a listing on the Canadian Securities Exchange (“CSE”), (ii) developing its functional mushroom growth and health food business, (iii) building out the Facilities, (iv) advancing its brand and reviewing IP strategies, (v) developing agreements with strategic partners related to the Company’s psilocybin research and development initiatives, (vi) securing third party suppliers and distribution partners for the production and sale of its products, (vii) recruiting and onboarding key employees and consultants, and (viii) pursuing a Health Canada research exemption and dealer’s license.

Optimi Nutraceuticals

The Company is developing a vertically integrated nutraceutical brand that focuses on the health and wellness food markets. The Company is specifically targeting the functional mushroom segment of the nootropic space which it defines as natural health formulations derived from functional mushrooms, commonly referred to as medicinal mushrooms, which do not include any psychedelic compounds. The Company intends to cultivate, extract and process high quality strains of functional mushroom at its Facilities, to develop its own health food products and to sell its mushrooms and related products directly to consumers, to other health food brands and to distributors.

Optimi plans to commence distribution of its products in Canada through its e-commerce website platform in Q3, 2021. For the initial product release, until such time that the Facilities are completed and operational, the Company will be sourcing its functional mushroom raw materials from a third-party Canadian supplier.

Optimi Labs Inc.

The Company is developing an IP strategy encompassing delivery mechanisms, extraction methods, isolation of chemical compounds, new formulations, testing and protocol regimens specific to mushroom based products. To expedite innovation, Optimi Labs Inc. works with both academic and strategic development partnerships.

Our focus is research into mushroom-derived psilocin/psilocybin which is designed to investigate the treatment of mental illness, addiction, and other health conditions if and as permitted by applicable laws, pursuant to a research exemption and/or dealer’s license.

To accelerate our research prior to the receipt of a dealer’s license, Optimi aims to commission several research and development projects related to psychedelic compounds. To this end, Optimi entered into an agreement with Numinus Wellness Inc. (“Numinus”) to provide certain psychedelic research, development, and testing services. Numinus holds

a Health Canada dealer’s license and all activities proposed under the Company’s arrangement with Numinus will be carried out by Numinus personnel at its facility in compliance with its dealer’s license requirements. All resulting IP will be owned 100% by Optimi.

Laboratory and Services Agreement During the period ended March 31, 2021, the Company entered into a Laboratory and Services Agreement with Numinus pursuant to which Numinus will provide certain psychedelic materials, testing, research and development services to the Company. The Company paid Numinus a retainer of $100,000 and issued 150,000 common shares valued at $112,500 recorded in research and development expense. In addition, the Company will issue to Numinus a further 150,000 common shares upon completion of the first project under a project agreement.

Clinical Trials During the period ended March 31, 2021, the Company entered into a Master Consulting Agreement (“MCA”) with UTI Limited Partnership (“Innovate Calgary”). Innovate Calgary is an incubator designed to provide consulting services that assists ventures in the life sciences or biomedical industries with: (a) reviewing, designing, planning and/or conducting clinical trial studies, (b) presenting data generated from clinical trial studies, and/or (c) seeking clinical trial-related services from third parties. Under the MCA and first Statement of Work, Innovate Calgary will design and carry out a clinical trial in respect of the potential health and wellness applications of the Company’s psilocin/psilocybin products and proposed psilocin/psilocybin products, expected to be completed within one year.

Optimi Farms The Company is currently constructing the Facilities which are two GMP-capable 10,000 sq ft. purpose-built cultivation and processing facilities in Princeton, BC. The building shells have been erected and installation of interior processing facilities, including state-of-the-art machinery and processing equipment commenced in January of 2021, with completion anticipated during the current fiscal year. Once complete, the Facilities will be used to grow functional mushroom varieties such as Lion’s Mane, Reishi, Turkey Tail and Cordyceps to be used in the Company’s nutraceutical products.

Results of Operations

Period Ended September 30, 2020

During the period from the date of incorporation on May 27, 2020 to September 30, 2020, the Company had no revenues and a net loss of $169,221. The main factors that contributed to the loss in the fiscal period were consulting expenses of $28,825, marketing expenses of $82,019, and professional fees of $35,129. Consulting expenses relate to services provided by management relating to the initial organization of the Company and the procurement of land for its Facilities. Marketing expenses relate to the design of the website and logo, the e-commerce store logos, and brandings, as well as social media marketing services. Professional fees consist of legal and audit fees.

Period Ended March 31, 2021

During the six months ended March 31, 2021, the Company had no revenues and a net loss of $1,042,508. The main factors that contributed to the loss in the fiscal period were consulting expenses of $141,587, listing expense of $241,500, professional fees of $155,296, research and development expense of $135,248 and share based compensation expenses of $132,500.

Consulting expenses relate to services provided by management and consultants relating to the development and administration of the Company and the management of construction at the Facilities. Listing expense relates to legal, regulatory, and consulting fees associated with the Company’s IPO. Research and development expense relates to research performed on psilocybin mushrooms. Share based compensation expenses relate to the vesting of incentive stock options and RSRs granted during the period.

As at March 31, 2021, the Company has incurred $3,857,573 in construction expenditures on its facility.

Subsequent to March 31, 2021, the Company:

• Issued 118,000 common shares for gross proceeds of $47,200 on exercise of warrants. • Granted 2,175,000 stock options with an exercise price of $1.50 per option with a term of five years. These

options vested 25% on the grant date and 25% every six months thereafter.

• Granted 927,500 RSRs which vest and convert into common shares for no additional consideration. These RSRs vest 10% on the grant date and 15% every six months thereafter.

• Issued 50,000 common shares for advisory services. • Paid deposits of $1,282,678 towards marketing and investor awareness campaigns.

The Company’s use of the proceeds raised in connection with IPO is consistent with the use of proceeds set forth in the Company’s long form prospectus dated February 12, 2021.

Selected Financial Information

The following table sets forth selected financial information with respect to the Company’s financial statements for the period from incorporation on May 27, 2020 to September 30, 2020, and for the three months periods ended December 31, 2020 and March 31, 2021.

Period from incorporation on May 27, 2020 to

September 30, 2020 (Audited)

($)

Three months ended

December 31, 2020 (Audited)

($)

Three months ended March 31, 2021 (Unaudited)

($)

Revenue – - -

Expenses 169,221 280,009 762,504

Net loss (169,221) (280,009) (762,501)

Loss per share (basic and diluted) (0.01) (0.01) (0.02)

Statement of Financial Position

Assets

Current Assets 4,622,289 3,129,030 21,186,628

Non-Current Assets 1,547,996 2,557,534 3,988,740

Total Assets 6,170,285 5,686,564 25,175,368

Liabilities

Current Liabilities 751,775 468,769 151,063

Non-Current Liabilities 130,890 123602 116,130

Total Liabilities 882,665 592,371 267,193

Shareholders’ Equity 5,287,620 5,094,193 24,908,175

Total Liabilities and Shareholders’ Equity 6,170,285 5,686,564 25,175,368

Additional Disclosure for Venture Issuers Without Significant Revenues

The following table sets out a breakdown of all material components of expenses of the Company for the period from incorporation on May 27, 2020 to September 30, 2020 and for the three-month periods ended December 31, 2020 and March 31, 2021.

Period from Incorporation on May

27, 2020 to September 30, 2020

(Audited)

Three months ended December

31, 2020 (Audited)

Three months ended March 31, 2021

(Un-audited)

Expenses

Amortization $5,425 $7,716 $7,716

Bank charges and interest 2,655 3,919 4,003

Consulting 28,825 57,121 84,466

Insurance - - 60,731

Listing expense - - 241,500

Marketing 82,019 17,300 65,759

Office, rent and administration 15,168 10,172 13,780

Professional fees 35,129 58,805 96,491

Research and development - - 135,248

Share-based compensation - 103,219 29,281

Transfer agent and filing fees - 21,757 23,526

Total $ 169,221 $ 280,009 $ 762,501

Liquidity and Capital Resources

As at March 31, 2021, the Company had a working capital surplus of $21,035,565.

The Company had negative cash flow of $1,476,145 from operating activities during the period ended March 31, 2021 and has not generated any revenues since incorporation. The Company expects to start generating revenue through sales of its nutraceutical products in the second quarter of this year. During the period ended March 31, 2021, the Company spent $1,924,823 in construction expenditures on its Facilities. The Company successfully completed its IPO in February 2021 and raised $19,098,063 net of share issue costs and finders’ fees; in addition, the Company raised $167,200 through exercise of warrants as of the date of this MD&A.

The Company’s future capital requirements will depend upon many factors including, without limitation, the completion of its Facilities, its ability to produce, market and sell its products, consumer demand for its products, the Company’s ability to secure required financing, and in the event consumer demand is strong for its products, the Company’s ability to expand its business to facilitate this demand. The Company has limited capital resources and has historically relied upon the sale of equity securities for cash required for research and development purposes, for acquisitions and to fund the administration of the Company. The Company intends to generate cash flow from sales of its nutraceutical products during the upcoming quarter; however, there is no assurance that this revenue will be sufficient to fund operations. The Company may need to rely upon the sales of its equity and debt securities to raise capital, which would result in further dilution to the shareholders. There is no assurance that financing, whether debt or equity, will be available to the Company in the amount required by the Company at any time or for any period and that such financing can be obtained on terms satisfactory to the Company or at all.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Key Management Compensation and Related Party Transactions During the period of incorporation to September 30, 2020 and the six-month period ended March 31, 2021, the Company incurred the following amounts charged by officers and directors (being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in this MD&A:

September 30, 2020 March 31, 2021

Consulting fees - $ 44,016

Share-based compensation - 124,013

$ - $ 168,029

During the period ended September 30, 2020, the Company signed a Project Development Consulting agreement with BC Green Pharmaceuticals Inc. (“BC Green”), a company related by a common director and common officers, During the period ended March 31, 2021, the Company granted BC Green 3,000,000 common shares as consideration for consulting services related to the construction of the Princeton Facilities. 1,500,000 common shares were issuable when the Company received its building permits for the Princeton Facilities and an additional 1,500,000 common shares were issuable upon the Company being granted an exemption to conduct commercial production, processing, manufacturing, distribution and sales activities with one or more controlled substances under the Controlled Drugs and Substances Act (Canada).

The Company has entered into a lease agreement with BC Green described in Note 5 of the condensed interim consolidated financial statements.

As at March 31, 2021, there was $1,336 (September 30, 2020 - $4,000) owing to key management which is included in accounts payable and accrued liabilities. The amounts are unsecured, without interest and due on demand.

Proposed Transactions

The Company has no proposed transactions.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported revenues and expenses during the year. Actual results may differ from these estimates.

Significant estimates and judgments are evaluations and assumptions about the future and other sources of estimation uncertainty that management has made, which could result in a material adjustment to the carrying amounts of assets and liabilities. Significant estimates and judgments used in the preparation of these consolidated financial statements include, but are not limited to, the following:

Going concern

The assessment of whether the concern assumption is appropriate requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.

Provisions and contingencies

The amount recognized as a provision, including legal, contractual, constructive, and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available.

Impairment of plants under construction

Management considers both external and internal sources of information in determining if there are any indications that the Company’s plant under construction are impaired. Management considers the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its plant under construction. Management considers the manner in which the plants under construction are being used or are expected to be used an indication of economic performance of the assets.

Valuation of share-based payments

The Company uses the Black-Scholes option pricing model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

Changes in Accounting Policies

There have been no changes to accounting policies during the period ended March 31, 2021.

Financial Instruments

a) Categories of financial instruments

The classification of the financial instruments as well as their carrying values is shown below:

Fair value

The fair value recorded on initial recognition of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. The Company considers the carrying amounts of all its financial assets and financial liabilities recognized at amortized cost in these consolidated financial statements to approximate their fair values due to the short-term maturity of these instruments.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The Company’s financial instruments consist of cash, cash held in trust, accounts payable and accrued liabilities and lease liability. The fair value of these financial instruments approximates their carrying values due to the short-term nature of these instruments.

b) Management of financial risks

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of these risks. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest rate risk is limited to potential decreases on the interest rate offered on cash held with chartered Canadian financial institutions. The Company considers this risk to be limited as it holds no assets or liabilities subject to variable rates of interest.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subjects the Company to credit risk consists of cash, and cash held in trust. The Company limits exposure by maintaining its cash with major Canadian commercial banks.

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company is reliant upon equity issuances and loans as its main sources of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its ongoing obligations. The Company continuously reviews its actual expenditures, forecasts cash flows, and matches the maturity dates of its cash to capital and operating needs. All of the Company’s existing commitments are budgeted and funded as at the date of the financial statements. All financial liabilities have contractual maturities of less than one year and are subject to normal trade terms with the exception of the Company’s lease liability which matures based on the lease agreement.

Currency risk

The Company is not exposed to financial risk related to the fluctuation of foreign exchange rates.

The Company’s financial instruments consist of cash, cash held in trust, accounts payable and accrued liabilities, and lease liability. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values unless otherwise stated.

Disclosure of Outstanding Security Data

The Company has one class of shares outstanding, being common shares. As of the date of this MD&A, 69,231,006 common shares were issued and outstanding. The Company also has 41,345,005 share purchase warrants, 1,377,500 RSRs, 1,932,000 agent options and 2,715,000 stock options outstanding.

Cautionary Statement About Forward-Looking Statements

Certain statements in this MD&A, constitute “forward-looking information” or “forward looking statements” (collectively, “forward looking statements”) within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this MD&A. Forward-looking statements include statements with respect to projected growth rates, targets, plans, the Company’s future growth, results of operations, performance and business prospects and opportunities. The words “plans”, “expects”, “projected”, “estimated”, “forecasts”, “anticipates”, “intend”, “guidance”, “outlook”, “potential”, “prospects”, “seek”, “aim”, “strategy”, “targets” or “believes”, or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can”, or negative versions thereof, “occur”, “continue” or “be achieved”, and other similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are outside of the Company’s control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward looking statements contained in this MD&A are based on various assumptions, including, but not limited to the following: the Company’s ability to achieve its growth strategy; the demand for the Company’s products and fluctuations in future revenues; sufficiency of current working capital to support future operating and working capital requirements; the stability of general economic and market conditions; currency exchange rates and interest rates; equity and debt markets continuing to provide the Company with access to capital; the Company’s ability to comply with applicable laws and regulations; and the Company’s continued compliance with third party IP rights.

By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.

Known and unknown risk factors, many of which are beyond the control of the Company, could cause the actual results of the Company to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed

in the Company’s long form prospectus dated February 12, 2021, a copy of which is available on SEDAR at www.sedar.com. The risk factors are not intended to represent a complete list of the factors that could affect the Company and the reader is cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All the forward-looking statements contained in this MD&A are qualified by these cautionary statements.

Other Information

Additional information relating to the Company is available for viewing on the Company’s web site at www.optimihealth.ca.

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