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Management Discussion and Analysis for the Financial Years Ended September 30, 2020 and 2019

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Management Discussion and Analysis for the Financial Years Ended September 30, 2020 and 2019 Management Discussion and Analysis For the financial years ended September 30, 2020 and 2019 This management’s discussion and analysis (“MD&A”) of the financial condition and results of operations dated January 28, 2021, relates to the audited annual consolidated financial statements for the year ended September 30, 2020 and 2019 (the “MD&A Financial Period”) of MPX International Corporation (“MPXI” or the “Corporation”). This MD&A should be read together with the Corporation’s audited annual consolidated financial statements for the years ended September 30, 2020 and 2019 including the notes thereto (the “Annual Financial Statements”). This MD&A contains forward-looking statements that involve risks, uncertainties and assumptions, including statements regarding anticipated developments in future financial periods and the Corporation’s plans and objectives. There can be no assurance that such information will prove to be accurate, and readers are cautioned not to place undue reliance on such forward-looking statements. See also “Forward-Looking Statements” and “Risk Factors”. Basis of Presentation The Annual Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), which requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the amount of revenue and expenses incurred during the reporting period. Transactions occurring prior to the Arrangement on February 5, 2019 were derived from the accounting records of MPX Bioceutical Corporation (“MPX Bio”). The financial information up to February 5, 2019 is intended to be representative of the entities had MPXI been operating them as a stand-alone entity, subject to MPX’s control, during this time. The financial information related to this period has been prepared by MPXI’s management in accordance with IFRS and requires the use of significant judgments made in allocating reported amounts related to MPX Bio. In the opinion of management, Annual Financial Statements reflect all adjustments necessary to present fairly the consolidated statements of financial position and the consolidated statements of net loss and comprehensive loss in accordance with IFRS. However, they may not reflect MPXI’s financial position or results of operations had the Corporation been operating in its current structure for the reporting periods presented in these consolidated financial statements, during which time it was a subsidiary of MPX Bio. References to the Corporation before February 5, 2019 should be inferred to be MPXI. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. Unless otherwise stated, all dollar amounts are expressed in Canadian dollars. This MD&A has been prepared in accordance with the MD&A disclosure requirements established under National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators. Forward-Looking Information Certain statements in this MD&A may contain “forward-looking information”, within the meaning of applicable securities laws, including “safe harbour provisions” of the Securities Act (Ontario) with respect to the Corporation and its subsidiaries. Forward-looking statements are not historical facts and involve risks, 1 uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, the Corporation’s objectives and intentions as well as statements about the growth of the business, production and revenue expectations and the licensing of facilities. Forward-looking statements are necessarily based on several estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. The words “believe”, “plan”, “intend”, “estimate”, “expect”, or “anticipate” and similar expressions as well as future or conditional verbs such as “will”, “should”, “would”, and “could” often identify forward-looking statements. The Corporation has based these forward-looking statements on its current views with respect to future events and financial performance. With respect to forward-looking statements contained in this MD&A, the Corporation has made assumptions and applied certain factors regarding, amongst other things, general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; the Corporation’s ability to effectively deal with the restrictions, limitations and health issues presented by the COVID-19 pandemic; future cannabis pricing; cannabis cultivation yields; costs of inputs; its ability to market products successfully to its anticipated clients; reliance on key personnel and contracted relationships with third parties; the regulatory environment in Australia, Canada, Malta, South Africa, Switzerland and other international jurisdictions; the application of federal, state, provincial, county and municipal laws; and the impact of increasing competition. These forward-looking statements are also subject to the risks and uncertainties discussed in the “Risks and Uncertainties” section and elsewhere in this MD&A and other risks detailed from time to time in the publicly- filed disclosure documents of the Corporation which are available at www.sedar.com. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which could cause actual results to differ materially from the conclusions, forecasts or projections anticipated in these forward-looking statements. Although MPXI believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this MD&A, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, MPXI disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. BUSINESS OVERVIEW MPXI is a multinational diversified cannabis company focused on developing and operating assets across the international cannabis industry with an emphasis on cultivating, manufacturing and marketing products which include cannabinoids as their primary active ingredient. With current operations spanning four continents in Canada, Switzerland, South Africa, Malta and Australia as well as evolving partnership and distribution opportunities in other jurisdictions, MPXI continues to position itself as an emergent global participant in the cannabis industry. In Canada, Canveda Inc. (“Canveda”), a wholly-owned subsidiary of MPXI, is currently authorized to cultivate, process and sell our cannabis-based products to other licence holders and provincial government agencies through wholesale arrangements, and directly to Canadian patients for medical use. We are in the process of developing our outsourced extraction and formulation capabilities for our cannabis-based products, following which, our operations in Canada will span the entire cannabis value chain. Additionally, the intellectual property agreement between MPXI and MPX Bioceutical ULC (formerly MPX Bio), a wholly- owned subsidiary of iAnthus Capital Holdings Inc. (“iAnthus”), dated February 5, 2019 (the “MPX Bio IP Agreement”) grants MPXI a royalty free, exclusive and perpetual license to MPX’s brand, intellectual 2 property, extraction and formulation, standard operating procedures (“SOP”) and production technologies worldwide, other than the United States, including all the SOPs, formulations and manufacturing know-how for the production of over 2,000 cannabis-based products that have been successfully marketed in the United States (the “MPX Bio License”). Through Canveda, the Corporation plans to produce and distribute three main types of products: (i) cannabis flower; (ii) cannabis extract and related products; and (iii) cannabis derivatives. MPXI’s CO2 oil products will be sold to both recreational and medicinal markets under the brand names ‘Strain Rec TM and ‘Salus’, respectively. Canveda operates a fully constructed 12,000 square foot cannabis cultivation, processing and distribution facility located in Peterborough, Ontario. MPXI’s Canadian assets provide the foundation for further vertical integration of the Corporation from seed-to-sale, both in Canada and globally. With regards to international operations the company has established CBD and THC processing capabilities in Switzerland and Malta as well as the development of cultivation opportunities in South Africa and Australia. These international operations are expected to be more fully developed throughout fiscal 2021 and 2022. The Corporation believes that its ongoing strategic relationship pertaining to products and best practices with MPX Bio will serve as a valuable resource for the Corporation’s continued global expansion into developing cannabis markets. Management’s experience across all segments
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