Jiva Technologies Inc. — Management Reports 2024

Nov 30, 2024

JIVA TECHNOLOGIES INC.
(Formerly PlantX Life Inc.)

MANAGEMENT DISCUSSION AND ANALYSIS
For the six months ended September 30, 2024 and 2023

1861 Mamquam Road Squamish
British Columbia V8B 0H5 Canada.
Tel: (604) 355-6100

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

This management discussion and analysis (“MD&A”) is to accompany the condensed interim consolidated financial statements of JIVA Technologies Inc (“JIVA” or the “Company”) (formerly PlantX Life Inc.) for six months ended September 30, 2024 and 2023.

This MD&A is dated November 29, 2024.

The following MD&A should be read in conjunction with the condensed interim consolidated financial statements of the Company for six months ended September 30, 2024 and 2023 and with the notes thereto, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). Unless otherwise noted, all currency amounts are in Canadian dollars.

Management is responsible for the information contained in the MD&A and its consistency with information presented, reviewed and approved by the audit committee of the Company (the “Audit Committee”) and board of directors of the Company (the “Board”).

FORWARD-LOOKING STATEMENTS

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

DESCRIPTION OF THE BUSINESS

Overview

The Company is incorporated under the laws of the province of British Columbia. the Company was formerly an exploration stage company engaged in the acquisition and exploration of mineral resource properties in Canada.

On November 5, 2024, PlantX Life Inc. (VEGA) announced a name and symbol change to JIVA Technologies Inc. (“JIVA”).

Management noticed there was some confusion stemming from the share exchange agreement with VEG House, where Veg House took control of the PlantX.com asset. Several articles have combined VEG House and PlantX Life Inc.’s assets, so management determined it was the perfect time for a fresh start. From the beginning, the vision has been to bridge wellness and technology using proven e-commerce strategies, and that’s exactly what JIVA is doing. The Company is focused on partnering with brands—whether they’re just starting out or already established—that need help gaining visibility online. From building websites to optimizing

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

digital marketing and SEO, the Company has the expertise to help brands stand out in today's competitive market.

On October 6, 2023, the Company transferred a collection of assets (the "Subsidiary Assets") in exchange for 50.9% of the total issued and outstanding shares of Veg House Holdings Inc. as at the time of the closing of the Transaction and accordingly, the financial statements have been retrospectively adjusted thereto. These assets encompass wholly owned subsidiaries including Vegaste Technologies US Corp., Little West, Plant Based Deli LLC, and PlantX Living Inc., along with the Company's 53% ownership stake in Portfolio Coffee Inc. and 51% ownership in Eh Coffee Corp.

In January 2024, the Company partially settled a secured loan by transferring 2,250,000 shares valued at USD 1.00 per share of Veg House Holding Inc. In addition, the Company sold 2,690,100 shares of Veg House Holding Inc at USD 1.00 per share. The remaining 1,059,900 shares of Veg House Holding Inc., have been recorded as equity instruments, because the company considers this as a strategic investment, and therefore designated at fair value through OCI at USD 1.00 per share

On August 5, 2020, the Company completed the acquisition of privately-held PlantX Living Inc. (formerly PlantX Life Inc.) ("PlantX Living"). The acquisition constituted a reverse takeover of the Company and the Company would carry on the business of PlantX Living (the "RTO Transaction"). Pursuant to the RTO Transaction, the Company changed its name from "Winston Resources Inc." to "Vegaste Technologies Corp."

On September 28, 2020, the Company changed its name to "PlantX Life Inc." PlantX is a reporting issuer in the jurisdictions of British Columbia, Alberta and Ontario and lists its common shares ("Common Shares") for trading on the Canadian Securities Exchange ("CSE") under the symbol "VEGA", on the OTCQB® Venture Market under the symbol "PLTXF" and on the Frankfurt Stock Exchange under the symbol "WNT1".

On October 6, 2023 the Company transferred a collection of assets (the "Subsidiary Assets") in exchange for 50.9% of the total issued and outstanding shares of Veg House Holdings Inc. as at the time of the closing of the Transaction and accordingly, the financial statements have been retrospectively adjusted thereto. These assets encompass wholly owned subsidiaries including Vegaste Technologies US Corp., Little West, Plant Based Deli LLC, and PlantX Living Inc., along with the Company's 53% ownership stake in Portfolio Coffee Inc. and 51% ownership in Eh Coffee Corp.

In January 2024, the Company partially settled a secured loan by transferring 2,250,000 shares valued at USD 1.00 per share of Veg House Holding Inc. In addition, the Company sold 2,690,100 shares of Veg House Holding Inc at USD 1.00 per share. The remaining 1,059,900 shares of Veg House Holding Inc., have been recorded as equity instruments, because the company considers this as a strategic investment, and therefore designated at fair value through OCI at USD 1.00 per share

The head office of the Company is located at 1861 Mamquam Road Squamish British Columbia V8B 0H5 Canada.

Strategy

The Company is primarily an e-commerce company specializing in an extensive range of plant-based brands, available on its comprehensive "one-stop shop for everything plant-based" online platforms. The Company's

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

e-commerce channels serve as a trusted source for high-quality plant-based products, encompassing groceries, ingredients, food and beverages, cosmetics, pet foods, and plants. With a remarkable selection, the Company offers more than 5,000 plant-based products to customers throughout North America via its e-commerce websites.

Operating under a direct shipping model, the Company seamlessly facilitates the delivery of goods directly from its warehouses to end-point consumers. This streamlined approach ensures a swift and efficient process for customers who place orders. Additionally, the Company proudly serves as a reliable shipping fulfillment solution for renowned plant-based brands that face logistical challenges. By redirecting their websites to PlantX.com, the company benefits from increased search engine optimization (SEO) and enhanced website sales, all while leveraging outside effective marketing activities at no cost to the Company.

Additionally, the Company, under its subsidiary Bloomboxclub Limited ("Bloombox Club"), also operates its business relevant to Bloombox Club using a supply-chain management system known as "dropshipping" whereby Bloombox Club facilitates the delivery of the goods from a third-party manufacturer to a third party distributor and then to the end-point consumer who places the associated order. Dropshipping typically does not require Bloombox Club to own inventory. Strategically, drop shipping enables the company's business operates with limited overhead and inventory, thus maximizing margins and, ultimately, net profit.

During the six months ended September 30, 2024, the company placed a significant focus on bolstering profitability by nurturing its high-growth sectors and making necessary adjustments to underperforming business units that didn't meet the stringent margin thresholds.

In an effort to enhance efficiency and customer experience, the company consolidated XMarket Squamish and the Cloudburst Coffee shop at the Locavore Bar and Grill. This move allowed for the expansion of the lounge area, providing customers with a more inviting space to spend time onsite. As a result, sales increased, and the company gained additional revenue opportunities through hosting private events.

The company's focused approach on profitability yielded positive results, particularly in the transformation of BloomBox Club. The team size was reduced from 30 to 1 employees, positioning BloomBox Club on the verge of achieving profitability.

OPERATIONAL HIGHLIGHTS – Six months ended September 30, 2024

On May 17, 2024, the company announced the share consolidation on the basis of 1:50 per share

On May 22, 2024, the company announced the share consolidation on the basis of 1:34 per share

On July 30, 2024, the company announced its financial results for the year ended March 31, 2024.

On August 29, 2024 the company announced its financial results for the three months ended June 30 2024.

On October 16, 2024, the company launched Bloombox Club e-commerce platform in Spain.

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

On October 24, 2024, the company announced joint venture with LIV3 to launch sugar-shield supplement addressing the USD 5.24 billion weight loss management supplement market

On October 30, 2024, the company announced Bloombox Club launches e-commerce platform in Italy.

On November 5, 2024, PlantX Life Inc. (VEGA) has announced a name and symbol change to JIVA Technologies Inc. ("JIVA").

On November 11, 2024, the company announced a joint venture with Kale Coin to develop a game changing wellness and sustainability cryptocurrency.

On November 25, 2024, the company integrated Bitcoin into Treasury Strategy, as approved by the Board, up to $1 million.

ONLINE PLATFORM

The Company's online platforms are as follows;

BloomboxClub (https://bloomboxclub.com/)

Bloombox Club is an online platform, offering a curated selection of indoor plants and unique botanical accessories. With a passion for green living and the positive impact of nature, Bloombox Club empowers plant enthusiasts to transform their spaces into green sanctuaries. Their hand-picked collection of plants is not only aesthetically pleasing but also scientifically proven to improve air quality and overall well-being.

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

The Locavore Bar & Grill (https://locavorebarandgrill.com/)

At Locavore Bar and Grill, the fusion of a delectable food truck, lively bar, and artisanal coffee shop creates an unforgettable experience, centered around community, flavor, and sustainability.

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

FINANCIAL STATEMENTS GOING CONCERN ASSUMPTION

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

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

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

During the six months ended September 30, 2024, the Company generated revenue of $2,771,984 (September 30, 2023- $5,954,948) and as of September 30, 2024 had a net loss of ($1,333,895). (September 30, 2024 - $(3,978,410)).

In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of uncertainties related to events or conditions that may cast significant doubt upon its ability to continue as a going concern that these uncertainties are material and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business.

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

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

SUMMARY OF FINANCIAL RESULTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024

	Three Months 2024	Six Months 2024	Three Months 2023	Six Months 2023
Revenue	1,472,223	2,771,984	3,160,006	5,954,948
Cost of sales	(508,481)	(982,209)	(1,689,105)	(3,376,407)
Net Profit/Loss	(988,284)	(1,333,895)	(2,255,586)	(3,978,410)
Basic and diluted (loss) /profit per share	(0.96)	(1.51)	(0.01)	(0.22)

RESULTS OF OPERATIONS

Period from April 1, 2024, to September 30, 2024

During the six months ended September 30, 2024, the Company reported a net loss of $(1,333,895) of which $45,684 was the result of share-based compensation and a loss per share of $(1.51). The Company incurred $106,642 in advertising and promotion, $78,338 in amortization and depreciation, $278,523 in consulting and management fees, $509,498 in general and administrative expenses, $75,467 in legal fees, $961,550 in salaries expenses, $35,739 in transfer agent and filing fees.

During the three months ended September 30, 2024, the Company reported a net loss of $(988,284) and a loss per share of $(0.96). The Company incurred $49,825 in advertising and promotion, $11,985 in amortization and depreciation, $36,098 in consulting and management fees, $325,150 in general and administrative expenses, $15,751 in legal fees, $540,356 in salaries expense, $7,770 in transfer agent and filing fees.

During the six months ended September 30, 2023, the Company reported a net loss of $(3,978,410) of which $40,510 was the result of share-based compensation and a loss per share of $0.22. The Company incurred $692,326 in advertising and promotion, $459,462 in amortization and depreciation, $1,087,389 in consulting and management fees, $1,904,300 in general and administrative expenses, $183,140 in legal fees, $1,810,710 in salaries expense.

During the three months ended September 30, 2023, the Company reported a net loss of $(2,255,586) and a loss per share of $0.01. The Company incurred $432,540 in advertising and promotion, $261,091 in amortization and depreciation, $864,951 in consulting and management fees, $904,828 in general and administrative expenses $126,198 in legal fees, $951,524 in salaries expense, $12,810 in transfer agent and filing fees.

Advertising and promotion decreased significantly compared to the same period of the prior year as the Company engaged different platforms to promote the products of the Company.

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

Consulting and management fees, general and administrative expenses and salaries expense decreased significantly compared to the same period of the prior year as the overall organizational structure has been growing but utilizing cost cutting. The Company strongly believes that a sufficient amount of dedicated resources is needed to enhance productivity, efficiency and growth of the business.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2024, the Company had a working capital deficit of $ (14,543,353), inclusive of cash of $88,450, as compared to a working capital deficit of $(6,507,510) inclusive of cash of $73,937 as of March 31, 2024.

The Company invests in operational activities to achieve its strategic growth plan. This growth strategy focuses primarily on marketing, product & service diversity, supply chain expansion, geographic expansion, acquisitions and dedicated resources.

Management has determined that in order to facilitate the growth and accommodate the demand for products being delivered within one to two business day.

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

Liquidity and Solvency

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

	30 September 2024	30 September 2023
Cash	88,450	894,446
Cash used in operating activities	(497,482)	912,270
Cash provided by investing activities	-	(388,558)
Cash provided by Financing activities	716,088	2,258,479
Net Change in Cash	14,513	735,289

Cash used in operating activities was $(497,482) for the six months ended September 30, 2024, which primarily consisted to the settlement of accounts payable and other liabilities. No cash provided by or used in investing activities for the six months ended September 30, 2024.

Cash provided by financing activities was $716,088 for the six months ended September 30, 2024.

Cash provided by operating activities was $912,270 for the six months ended September 30, 2023. Cash used in investing activities was $(388,558) for the six months ended September 30, 2023.

Cash provided by financing activities was $2,258,479 for the six months ended September 30, 2023.

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

The Company has to raise additional funds in the future to continue its operations. There can be no assurance, however, that the Company will be successful in its efforts. If such funds are not available or other sources of financing cannot be obtained, then the Company may be forced to curtail its business activities.

Capital Resources

The Company's primary assets as of September 30, 2024, are cash, receivables, inventories, and leased assets.

The Company has no commitments for capital expenditures and there are no known trends or expected fluctuations in the Company's capital resources.

SHARE CAPITAL

Common Shares

The Company's authorized share structure consists of an unlimited number of Common Shares without par value. As of September 30, 2024 there are 1,155,235. Common Shares issued and outstanding. Holders of Common Shares are entitled to vote at all meetings of shareholders declared by the directors, and subject to the rights of holders of any shares ranking in priority to or on a parity with the Common Shares, to participate ratably in any distribution of property or assets upon the liquidation, winding up or dissolution of the Company.

OUTLOOK AND CAPITAL REQUIREMENTS

There are no immediate plans to raise additional capital.

TRANSACTIONS WITH RELATED PARTIES

Related parties include key management personnel and the entities controlled or directed by key management personnel. Key management personnel include the Board and key executives of the Company together with certain individuals responsible for outsourced services who in the opinion of the Company have satisfied relevant criteria to be considered, key management personnel under applicable accounting standards based on the information available as of the date of issuance of these condensed interim consolidated financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTINGENCIES AND COMMITMENTS

Subsequent to the period ended September 30, 2024, the former legal counsel, a limited liability partnership, filed a claim against the company for non-payment of outstanding legal fees in the amount of CAD 762,912. At the date of the issuance of these financial statements, the Company is considering its options and response. The invoices issued to the company have been recorded as of the period ended September 30, 2024.

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

PROPOSED TRANSACTIONS

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

SIGNIFICANT ACCOUNTING POLICIES

The Company's accounting policies are described in Note 4 of the consolidated financial statements for the year ended March 31, 2024.

Future accounting pronouncements

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

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Significant estimates and assumptions

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

Estimates and assumptions where there is a significant risk of material adjustments to assets and liabilities in future accounting period include:

Deferred taxes

The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of tax laws. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments.

Estimated useful lives and depreciation of intangible assets

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

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

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

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

The Board supervises the financial statements and other financial information through the Audit Committee, which is composed of a majority of non-management directors.

The Audit Committee's role is to examine the financial statements and recommend if the Board approve the financial statements, to examine the internal control and information protection systems and all other matters relating to the Company's accounting and finances. To do so, the Audit Committee meets annually with the external auditors, with or without the Company's management, to review their respective audit plans and discuss the results of their examination. This Audit Committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

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

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

As of September 30, 2024, the carrying value of the Company's financial instruments approximates their fair value due to their short terms to maturity.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's primary exposure to credit risk is in its cash accounts and accounts receivable. The Company manages credit risk, in respect of cash, by placing cash at major Canadian financial institutions. Accounts receivable mainly consists of receivables from its customers. The Company considers that no bad debt provision for the trade receivable is necessary based on the current business situation of its debtors at the reporting date.

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due. At September 30, 2024, the Company had a cash balance of $88,450 (March 31, 2024, $73,937) and current liabilities of $14,764,545 (March 31, 2024, $6,707,194)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on capital. As at September 30, 2024, Market risk comprises three types of risk: currency risk, interest rate risk, and other price risk.

BUSINESS RISK AND UNCERTAINTIES

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

History of Operating Losses

The Company was incorporated on October 11, 2019, and has not generated profit from its activities. The Company has an accumulated deficit since its incorporation through September 30, 2024, of $(100,092,493).

Competitive Risk

There is competition within the innovative plant-based food, meal delivery, and beverages market. The Company will compete with other companies, many of which have been on the market longer, have greater financial, technical, and other resources than the Company, for, among other things, the recruitment and retention of qualified employees and other personnel.

Industry Risk

The Company is operating in comparison with other industries in a relatively young market. Typically, emerging industries grow faster but face greater uncertainty than mature industries. The plant-based industry is not fully developed yet, which means there is growth potential for companies in this sector. On the other hand, the overall acceptance and education about the plant-based industry is still relatively low, which makes companies in that industry face a higher risk than in more mature industries.

Intellectual Property Risk

The Company has developed online platforms offering plant-based products available for fast home delivery. The Company may be unable to prevent competitors from independently developing e-commerce and online

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JIVA Technologies Inc.
Management Discussion and Analysis
For the six months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

platforms similar to or duplicate of the Company, and there can be no assurance that the resources invested by the Company to protect the intellectual property will be sufficient. The Company may be unable to secure or retain ownership or rights.

Reliance on Management, Dependence on Key Personnel, and Conflict of Interest

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

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

For additional risk factors, please see a section titled "Risk Factors" in the Company's most recently filed Annual Information Form available on SEDAR at www.sedar.com.

PERSONNEL

Current Directors and Officers

Lorne Rapkin, CEO, Director
Julia Frank, COO
Alex Hoffman, CMO, Director
Shariq Khan, CFO
Ralph Moxness, Director, Chairman
Quinn Field-Dyte, Director
Sean Dollinger, Founder, and Promoter

OTHER

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

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