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CONTAGIOUS GAMING INC.

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2021

The following management discussion and analysis (“ MD&A ”) provides a review of the Contagious Gaming Inc.’s (the “Company” or “Contagious Gaming”) results of operations, financial condition and cash flows for the year ended March 31, 2021. This MD&A has been prepared with an effective date of July 29, 2021, and should be read in conjunction with the information contained in the Company’s audited consolidated financial statements and related notes for the year ended March 31, 2021, which were prepared in accordance with International Financial Reporting Standards ( “IFRS” ) as issued by the International Accounting Standards Board (“ IASB ”). The audited consolidated financial statements and additional information regarding the business of the Company are available at www.sedar.com.

For reporting purposes, the Company prepares consolidated financial statements in Canadian dollars. Unless otherwise indicated, all dollar (‘‘$’’) amounts in this MD&A are expressed in Canadian dollars. References to “GBP” or “₤” are to Pounds Sterling and references to ‘‘USD’’ are to U.S. dollars.

All references to we, our, us and Contagious Gaming refer to the Company, together with its consolidated operations controlled by it and its predecessors.

All references to management refer to the directors, senior officers and other officers of Contagious Gaming, unless otherwise stated. The Company's audit committee has reviewed this document and, prior to its release, the Contagious Gaming Board of Directors approved it, on the audit committee's recommendation.

Description of Business

The Company is in the business of developing software solutions for regulated gaming and lottery markets. The Company is currently focused on capitalizing on its proprietary digital instant lottery content while pursuing other opportunities to grow the business through potential transactions. The Company is listed on the TSX Venture Exchange (“TSX.V”) under the symbol “CNS” and on the Frankfurt Stock Exchange under the symbol “RHRC”.

Recent Developments

The Company announced on July 21, 2020, Peter Glancy resigned as the Company’s Chief Executive Officer. In addition, both Mr. Glancy and Charles Shin resigned from the Company’s board of directors. The Company’s board of directors appointed Craig Loverock as Interim Chief Executive Officer, and appointed Justin Barragan as a director.

The Company announced on July 14, 2021, a non-brokered private placement of up to 20,000,000 units at $0.05 for gross proceeds of up to $1,000,000. Each Unit will consist of one common share in the capital of the Company plus one common share purchase warrant. Each Warrant will entitle the holder to purchase one additional Share at a price of $0.07 for a period of two years from the closing of the Offering.

Outlook

The Company is focused on monetizing its digital lottery content and continue to seek opportunities to distribute into additional markets globally. It will continue to pursue opportunities to grow the business through strategic acquisitions or other transactions.

Selected Annual Information

The following table sets forth summary financial information for continuing and discontinued operations for the three most recently completed fiscal years derived from the Company’s annual consolidated financial statements prepared under IFRS:

financial statements prepared under IFRS:
	Year Ended	Year Ended	Year Ended
	March 31,	March 31,	March 31,
	2021	2020	2019
	($)	($)	($)
Total revenue (i)	-	87,540	396,546
Net loss - continuing (ii)	(952,903)	(562,972)	(631,499)
Net income/(loss) - discontinued (ii)	-	(137,457)	116,522
Net loss – total (ii)	(952,903)	(700,429)	(514,977)
Net loss per share - basic and diluted – continuing
(iii)	(0.03)	(0.02)	(0.02)
Net loss per share - basic and diluted –
discontinued (iii)	-	-	-
Net loss per share – basic and diluted – total (iii)	(0.03)	(0.02)	(0.02)
Total assets (iv)	47,414	157,288	507,722
Total long-term liabilities (v)	-	-	19,190

(i) The Company’s revenue is derived mainly from software development services performed for third parties and royalty agreements relating to products developed for specific partners. The Company had no customer sales and no revenue to report in 2021. The decline in 2020 was the result of changed in third party contract requirements from 2019.
(ii) 2021 increase in net loss is mainly due to a loss on settlement of debt of $425,000 resulting from the issuance of shares to settle accounts payable and amounts due to related parties. This is offset by a decrease in financing costs of $28,469 for the current year and a loss from discontinued operations of $137,457 in the previous year. 2020 increase in net loss is mainly due to decrease in revenue of $309,006.
(iii) Net loss per share fluctuates proportionately to net loss for the year and due to changes in the number of common shares issued and outstanding during each year.
(iv) 2021 total assets decreased primarily due to a decrease in cash of $109,371.

Discussion of Operations

Revenue Expenses Direct development costs General and administrative Financing costs Foreign exchange (gain)/loss Loss on settlement of debt	Three Months Ended March 31 Year Ended March 31 2021 $ 2020 $ 2021 $ 2020 $
	- 2,430 - 87,540 - 3,559 - 52,717 105,183 123,633 516,732 542,316 6,000 6,045 24,000 52,469 (13,184) 15,784 (12,829) 3,010 425,000 - 425,000 -

For the year ended March 31, 2021, the Company recorded a net loss of $952,903 compared with a net loss of $700,429 for the comparative period. The increase in net loss is mainly due to a loss on settlement of debt of $425,000 resulting from the issuance of shares to settle accounts payable and amounts due to related parties. This is offset by a decrease in financing costs of $28,469 for the current year and a loss from discontinued operations of $137,457 in the previous.

For the quarter ended March 31, 2021, the Company recorded a net loss of $522,999 compared with a net loss of $146,591 for the comparative quarter ended March 31, 2020. The increase in the loss is due to a loss on settlement of debt of $425,000 resulting from the issuance of shares to settle accounts payable and amounts due to related parties. The loss is offset by a reduction in general and admin expenses of $18,450 and the foreign exchange loss of $15,784 recorded in the previous period.

Revenue – The decrease in revenue of $87,540 for the year ended March 31, 2021, is due to the loss of third party contracts.

Direct development costs – The decrease in direct development costs for the year ended March 31, 2021, of $52,717 is directly related to the decrease in third party revenue.

General and administrative expenses – General and administrative costs for fiscal 2021 has remained consistent with the prior year.

Financing costs – The decrease in financing costs for the year ended March 31, 2021, are related to lower accretion expenses related to the note payable.

Summary of Quarterly Results

The following is a summary of the results from the eight previously completed financial quarters. In compliance with IFRS 5 disclosed is also the results from continuing operations only:

	March 31 2021 $	Dec 31 2020 $	Sept 30 2020 $	June 30 2020 $	March 31 2020 $	Dec 31 2019 $	Sept 30 2019 $	June 30 2019 $
Revenue	-	-	-	-	2,430	27,736	28,621	28,753
Net loss – as stated (i)	(522,999)	(156,453)	(159,527)	(113,924)	(146,591)	(164,941)	(119,656)	(269,241)
Net loss – continuing (i)	(522,999)	(156,453)	(159,527)	(113,924)	(146,591)	(164,941)	(119,656)	(131,784)
Net loss per share – as stated (ii)	(0.02)	(0.01)	(0.01)	(0.00)	(0.00)	(0.01)	(0.00)	(0.01)
Net loss per share (ii)	(0.02)	(0.01)	(0.01)	(0.00)	(0.00)	(0.01)	(0.00)	(0.01)

(i) For the current quarter, the net loss is primarily due to a loss on settlement of debt of $425,000 resulting from the issuance of shares to settle accounts payable and amounts due to related parties. For all remaining above quarters, the net loss is the result of fluctuations in the current level of third party development work.

(ii) Net loss per share fluctuates from period to period and is impacted by the amount of loss incurred and the number of weighted average number of common shares outstanding.

Financial Condition, Liquidity and Capital Resources

	March 31, 2021	March 31, 2020
	$	$
Cash	34,345	143,716
Other current assets	13,069	13,572
Current liabilities	1,496,674	1,503,645
Currentworking capital(deficiency)	(1,449,260)	(1,346,357)

Assets – The decrease in cash of $109,371 since March 31, 2020, primarily relates to use of cash for operations in excess of revenue generated.

The decrease in other current assets since March 31, 2020, primarily relates to a decrease in accounts receivable.

Liabilities – The slight decrease in current liabilities since March 31, 2020, primarily relates to an issuance of shares to settle $425,000 of accounts payable and amounts due to related parties, offset by unpaid consulting fees and related party expenses.

Working Capital – The increase in the current working capital deficiency is mainly due to the decrease in cash used in operations. The Company’s current working capital is not considered sufficient to support its expected general administrative and corporate operating requirements on an ongoing basis for the next twelve months without further financing.

Financing of Operations and Recent Financing – To date, Contagious has financed its operations through software development revenue, debt, equity and government assistance.

Liquidity Risk and Contractual Obligations – Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to this risk mainly with respect to ensuring the sufficiency of funds for working capital and commitments. The Company monitors the maturity dates of existing accounts payables and accrued liabilities, loans payable and commitments to mitigate this risk.

Liquidity Outlook

The Company’s objective when managing capital is to maximize returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Company is not subject to externally imposed capital requirements.

The Company’s cash reserves of $34,345 and working capital deficiency of $1,449,260 as at March 31, 2021 are insufficient to meet anticipated cash needs for working capital and capital expenditures through the next twelve months, nor are they sufficient to see the current initiatives through to completion. To the extent that the Company does not believe it has sufficient liquidity to meet its current obligations, management considers securing additional funds, primarily through the issuance of equity securities of the Company, to be critical for its needs. The Company’s long-term liquidity depends on its ability to access the capital markets, which depends substantially on the success of the Company’s ongoing programs, as well as economic conditions relating to the state of the capital markets generally. Further, there can be no assurance that additional financing can be obtained in a timely manner, or at all especially in light of the potential impact of COVID-19 on capital markets.

Given the Company’s conclusion about the insufficiency of its cash reserves, significant doubt may be cast about the Company’s ability to continue operating as a going concern. The continuation of the Company as a going concern for the foreseeable future depends mainly on raising sufficient capital, and in the interim, reducing, where possible, operating expenses and potentially selling off assets.

This outlook is based on the Company’s current financial position and is subject to change.

Outstanding Share Data

The following table summarizes the maximum number of common shares potentially outstanding as at March 31, 2021 and as of the date of this MD&A if all outstanding warrants were exercised into common shares:

shares:
	As of March 31, 2021 As of the date of this MD&A
Common shares Share purchase warrants Fully diluted	37,784,835 37,784,835 - -
	37,784,835 37,784,835

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Related Party Transactions and Balances

For details, please refer to Note 5 of the March 31, 2021 consolidated financial statements.

Future Changes in Significant Accounting Policies

For details, please refer to Note 3 of the March 31, 2021 consolidated financial statements.

Financial Instruments and Other Instruments

For details, please refer to Note 10 of the March 31, 2021 consolidated financial statements.

Risks and Uncertainties

There are a number of risk factors that could cause future results to differ materially from those described herein. The following are certain risk factors relating to the business carried on by the Company, which prospective investors should carefully consider before deciding whether to invest in the Company. The risks and uncertainties described herein are not the only ones that the Company faces. Additional risks and uncertainties, including those that the Company does not know about now or that it currently deems immaterial, may also adversely affect the Company’s business. If any of the following risks actually occur, the Company’s business may be harmed and its financial condition and results of operation may suffer significantly.

COVID-19

The COVID-19 global pandemic has disrupted economic activities and supply chains. Although the disruption from the virus is expected to be temporary, given the dynamic nature of these circumstances, the duration of business disruption and the related financial impact cannot be reasonably estimated at this time. The Company’s ability to continue to service debt and meet obligations as they come due is dependent on the continued ability to obtain financing and maintain cash flows.

Competition

The Company faces competition in all aspects of its business. Specifically, it competes directly against other developers and providers of content and other intellectual property for regulated gaming markets.

Failure by the Company to develop more compelling content than its competitors could adversely affect its business, operating results, and financial condition.

Security breaches, computer viruses and computer hacking

Security breaches, computer malware and computer hacking attacks are prevalent in the technology industry. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems or cause malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could harm the Company’s business, financial condition and operating results.

Financing Risk

The cash flow from the Company’s operations may not be sufficient to fund the Company’s ongoing activities at all times. From time to time, the Company may require additional financing in order to carry out development of technologies. Failure to obtain such financing on a timely basis could cause reduced development efforts. If the revenues from the Company’s operations decrease, it will affect the Company’s ability to expend the necessary capital. If the Company’s cash flow from operations is not sufficient to satisfy capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or available on terms acceptable to the Company.

Exchange Review

The Company will be subject to the policies of the TSX Venture Exchange, which will require, among other things, that the Company seek approval of the TSX Venture Exchange with respect to any significant transactions proposed to be entered into by the Company. In addition, prior to the Company entering into business in new jurisdictions, the Company may be required to satisfy the TSX Venture Exchange that the jurisdictions in which the Company will operate are subject to comprehensive regulatory regimes for gaming and that the Company will operate in compliance with all applicable gaming regulations in such jurisdictions. In the event that the TSX Venture Exchange does not approve such transactions or jurisdictions in which the Company proposes to operate, or any delay in obtaining such approval, could have a negative impact on the Company.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. Depending on future exploration and development plans, the Company may require additional equity and/or debt financing that may not be available or, if available, may not be available on favourable terms. The Company’s articles will not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair its ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.

Reliance on Key Personnel

The Company’s success depends in large measure on certain key personnel. The loss of the services of such key personnel could have a material adverse effect on the Company. The Company will not have key person insurance in effect for management. The contributions of these individuals to the Company’s immediate operations are likely to be of central importance. In addition, the competition for qualified personnel in the technology industry is intense and there can be no assurance that the Company will be able to continue to attract and retain all personnel necessary for the development and operation of the Company’s business. Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of the Company’s management.

Fluctuation in Market Value

The market price of publicly-traded securities is affected by many variables not directly related to the corporate performance of the Company, including the market in which it is traded, the strength of the economy generally, the global economic situation and outlook, the availability and attractiveness of alternative investments, and the breadth of the public market for the securities. The effect of these and

other factors on the market price of the common shares of the Company on the TSX Venture Exchange in the future cannot be predicted.

Dilution

Future issuance of the Company’s shares will result in dilution to the existing shareholders. Additionally, future sales of the Company’s shares into the public market may lower the market price which may result in losses to the Company’s shareholders. The Company may, from time to time, issue stock options to purchase additional common shares in accordance with the policies of the TSX Venture Exchange. Most of these common shares, including the common shares to be issued upon exercise of options, are freely tradable after a four-month restriction period. Sales of substantial amounts of the Company’s shares into the public market, or even the perception by the market that such sales may occur, may lower the market price of its common shares.

Dividends

The Company has not paid any dividends on the issued and outstanding shares to date and may not pay dividends in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, financial results, cash requirements, contractual restrictions and other factors that the Board may deem relevant. As a result, investors may not receive any return on an investment in the Company’s shares unless they sell their shares for a price greater than that which such investors paid for them.

Internal Controls

Effective internal controls are necessary for the Company to provide reliable financial reports and to help prevent fraud. Although the Company will undertake a number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial reports, including those imposed on the Company under Canadian securities law, the Company cannot be certain that such measures will ensure that the Company will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company's results of operations or cause it to fail to meet its reporting obligations.

Commitments and Contingencies

For details please refer to Note 7 of the March 31, 2021 consolidated financial statements.

Forward Looking Statements

Certain information included in this discussion may constitute forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements. These statements relate to future events or the Company’s future performance, business prospects or opportunities. 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", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These forward-looking statements include statements regarding the timing and amount of estimated future cash flows, capital expenditures, currency fluctuations and the requirements of future capital. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements contained into this report should not be unduly relied upon. These statements speak only as of the date of this report. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:

general business and economic conditions;
the availability and reasonable terms to finance the Company;
the ability to deliver compelling content, products and services in a highly competitive market; and
the ability to attract and retain skilled staff

These forward-looking statements involve risks and uncertainties relating to, among other things, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, actual performance of facilities, equipment and processes relative to specifications and expectations and unanticipated impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors hereinabove. Additional risk factors are described in more detail hereinafter. Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company's forwardlooking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The forward-looking statements contained in this report are expressly qualified by this cautionary statement.

CORPORATE DIRECTORY

Trading Symbol – CNS Exchange - TSX-V

Contagious Gaming Inc.

800 – 789 West Pender Street, Vancouver, BC, V6C 1H2

www.contagiousgaming.com [email protected]

Officers and Directors

Craig Loverock – Interim CEO, CFO and Corporate Secretary Victor Wells – Director Desmond Balakrishnan – Director Justin Barragan - Director

Legal Counsel

McMillan LLP Suite 1500 - 1055 West Georgia Street Vancouver, BC V6E 4N7 Tel: 604-689-9111 Fax: 604-685-7084

Auditor

BDO Canada LLP 60 Columbia Way, Suite 300 Markham, On, Canada L3R 0C9 Tel: 905-946-1066

Audit Committee

Victor Wells (Chairman) Justin Barragan Desmond Balakrishnan

Compensation Committee

Victor Wells (Chairman) Desmond Balakrishnan Justin Barragan

Transfer Agent

Computershare 2nd Floor, 510 Burrard Street Vancouver, BC V6C 3B9 Tel: 604-661-9400 Fax: 604-661-9549

Corporate Governance Committee

Desmond Balakrishnan (Chairman) Justin Barragan Victor Wells