MediPharm Labs

(TSX: LABS)

MEDIPHARM LABS CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2025

MARCH 29, 2026

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$’000s) unless otherwise stated.)

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and performance of MediPharm Labs Corp. (the “Company”, “MediPharm”, “we”, “us” or “our”) for the year ended December 31, 2025, was prepared by management of the Company as of March 29, 2026. Throughout this MD&A, unless the context indicates or requires otherwise, the terms the “Company”, “MediPharm”, “we”, “us” and “our” refer to MediPharm Labs Corp. together with its subsidiaries. This MD&A should be read in conjunction with our consolidated financial statements for the years ended December 31, 2025 and 2024 (the “Financial Statements”), including the accompanying notes thereto.

This MD&A has been prepared with reference to the MD&A disclosure requirements established under National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators and Staff Notice 51-352 (Revised) Issuers with US Marijuana Related Activities (the “Staff Notice”).

Additional information regarding the Company, including in the Financial Statements and our most recent annual information form dated March 29, 2026 for the year ended December 31, 2025 (the “Annual Information Form”), is available on the Company’s website at www.medipharmlabs.com and under the Company’s SEDAR+ profile at https://www.sedarplus.ca/.

This MD&A contains commentary from the Company’s management regarding the Company’s strategy, operating results, financial position, and outlook. Our management is responsible for the accuracy, integrity and objectivity of the disclosure contained in this MD&A and develops, maintains, and supports the necessary systems and controls to provide reasonable assurance as to the accuracy of the comments contained herein.

Our board of directors (the “Board of Directors”) and audit committee (the “Audit Committee”) provide an oversight role with respect to all Company public financial disclosures. The Board of Directors approved the Financial Statements and MD&A after the completion of its review and recommendation for approval from the Audit Committee, which meets periodically to review all financial reports, prior to filing.

The Financial Statements and accompanying notes were prepared in accordance with IFRS® Accounting Standards issued by the International Accounting Standards Board (“IASB”) and include the accounts of the Company and its subsidiaries and the Company’s interests in affiliated companies. All intercompany balances and transactions have been eliminated on consolidation. All dollar amounts are expressed in thousands of Canadian dollars (C$’000s), other than share and per share amounts, unless otherwise noted.

In addition to historical information, the discussion in this MD&A contains forward-looking statements. The discussion is qualified in its entirety by the “Cautionary Note Regarding Forward-Looking Statements” that follows.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking information and forward-looking statements within the meaning of Canadian securities legislation ("forward-looking statements") including but not limited to:

assumptions and expectations described in the Company's critical accounting policies and estimates;
the Company's expectations regarding legislation, regulations and licensing related to the import, export, processing, and sale of cannabis products by the Company, along with the market demand and pricing for such products;
the ability to enter and participate in international market opportunities, including assumptions and expectations related to commercialization and international shipments of the Company's products;
assumptions and expectations related to the Company's expansion into the United States pharmaceutical market;
statements regarding intended expansions, exports, distributions, GMP (as defined herein) certifications and DMF (as defined herein) filing;
product diversification and future corporate development;
anticipated results of research and development;
production and cultivation capacity expectations including discussions of plans or potential for expansion of capacity at existing or new facilities;
expectations with respect to future expenditures and capital activities;
statements about expected use of proceeds from fund raising activities; and
the Company's expectations regarding the adoption and impact of certain accounting pronouncements.
assumptions and expectations related to the Arrangement (as defined herein), including the revenue and cost synergies that may be realizable as a result thereof;

These forward-looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume, any obligation to update these forward-looking statements, except as required under applicable securities legislation. Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as "considers", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved", or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "will", "intends", and "estimates". By their very nature forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The Company provides 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.

Risks related to forward-looking statements include, among other things, those outlined in "Risk Factors" and any other factors and uncertainties disclosed from time-to-time in the Company's filings with the Canadian Securities Administrators. Although the Company has attempted to identify important factors that could cause actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events, or results to differ from those anticipated,

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

estimated or intended. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

USE OF NON-IFRS FINANCIAL MEASURES

This MD&A contains references to "Adjusted EBITDA", which is a non-IFRS financial measure. Management believes that this supplementary non-IFRS financial measure provides useful additional information related to the operating results of the Company. This non-IFRS financial measure is not recognized under IFRS and, accordingly, readers are cautioned that this measure should not be construed as an alternative to net income (loss) determined in accordance with IFRS as a measure of profitability or as an alternative to the Company's IFRS-based Financial Statements. The non-IFRS measure presented may not be comparable to similar measures presented by other issuers.

Adjusted EBITDA does not have any standardized meaning and the Company's method of calculating such non-IFRS measure may not be comparable to calculations used by other companies bearing the same description.

See "Reconciliation of Non-IFRS Measures".

Adjusted EBITDA

Adjusted EBITDA is a measure of the Company's overall financial performance and is used as an alternative to earnings or income in some circumstances. Adjusted EBITDA is essentially net income (loss) with interest, taxes, depreciation and amortization, non-cash adjustments and other unusual or non-recurring items added back. Adjusted EBITDA has limitations as an analytical tool as it does not include depreciation and amortization expense, restructuring related severance expense, government grants including rent and wage subsidies, transaction fees, unusual write down of inventory, impairment of fixed assets and intangibles, impairment loss on assets held for sale, impairment of receivables, share-based compensation, fair value adjustments to biological assets and inventory. Because of these limitations, Adjusted EBITDA should not be considered as the sole measure of the Company's performance and should not be considered in isolation from, or as a substitute for, analysis of the Company's results as reported under IFRS. Adjusted EBITDA, as used within this MD&A and the Company's disclosure, may not be directly comparable to Adjusted EBITDA used by other reporting issuers.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

COMPANY OVERVIEW

Background

MediPharm is a pharmaceutical company specializing in precision-based cannabinoids. Through its wholesale and other platforms, MediPharm formulates, develops, processes, packages and distributes cannabis active ingredients and advanced cannabinoid-based products to domestic and international markets.

On January 23, 2017, the Company was incorporated under the Business Corporations Act (Ontario) as "POCML 4 Inc.", under the policies of the TSX Venture Exchange (the "TSXV"). On October 1, 2018, MediPharm Labs Inc. ("MediPharm Labs") amalgamated with 2645354 Ontario Inc., a wholly owned subsidiary of the Company, which resulted in the reverse take-over of the Company by MediPharm Labs, following which the resulting Company continued as "MediPharm Labs Corp".

On October 4, 2018, the common shares in the capital of the Company (the "Common Shares") commenced trading on a post-consolidation basis on the TSXV under the symbol "LABS", and on July 29, 2019, the Company graduated from the TSXV to the Toronto Stock Exchange (the "TSX"). The Common Shares also trade on the OTCQB in the US under the ticker symbol "MEDIF" and on the Frankfurt Stock Exchange under the ticker symbol "MLZ".

On October 6, 2022, the Company completed the sale of its formerly wholly owned subsidiary MediPharm Labs Australia Pty Ltd., which held a manufacturing licence under the Australian Narcotics Drug Act 1967 authorizing the manufacture and supply of certain limited cannabis products, to OneLife Botanicals Pty., a local operator.

On April 1, 2023, the Company acquired VIVO Cannabis Inc. ("VIVO") pursuant to an all-equity business combination transaction, completed by way of a plan of arrangement under section 192 of the Business Corporations Act (Canada) (the "Arrangement"). As a result of the Arrangement, the Company acquired Canna Farms Limited ("Canna Farms") and ABcann Medicinal Inc. ("ABcann") Beacon Medical Australia PTY Ltd. ("Beacon Medical Australia"), Beacon Medical Germany GmbH ("Beacon Medical Germany") and Harvest Medicine Inc. ("Harvest Medicine" or "HMED"), all wholly owned subsidiaries of VIVO. On November 1, 2024 and June 3, 2025, MediPharm completed internal reorganizations whereby, among other things, certain subsidiaries of the Company were wound up and amalgamated.

On June 5, 2025, the Company completed the sale of its Hope, British Columbia facility (the "Hope Facility") to Rubicon Organics Inc. ("Rubicon") for a gross amount of $4.5 million in cash (the "Hope Facility Sale"). The Hope Facility was acquired as part of the VIVO acquisition. The Company ceased all Hope Facility commercial activities in 2024, consolidating key operations at its other facilities and cancelled the licence held by Canna Farms in respect of the Hope Facility.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Business Overview

The Company specializes in the production of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients ("API") and advanced derivative products utilizing Good Manufacturing Practice ("GMP") certified facilities and ISO standard-built clean rooms. The Company has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities with primary extraction lines and finished formulated products capabilities used to deliver pure, trusted and precisely doseable cannabis products for our customers. The Company formulates, processes, packages and distributes cannabis active ingredients and advanced cannabinoid-based products for domestic and international markets.

The Company cultivates and processes cannabis to sell as dried flower, pre-roll and other cannabis products for the adult use, medical, and international markets. The Company also provides GMP flower sourcing, packaging, and distribution services for select international clients. The Company's mission is to become a global leader leveraging our GMP quality standards to provide specialized pharmaceutical quality derivative cannabis products and to drive future cannabis product innovation.

MediPharm Labs holds several licences under the Cannabis Act (Canada) (the "Cannabis Act"), including a standard processing licence, and a sale of cannabis for medical purposes licence which permits the production and sale of cannabis extracts, cannabis edibles, and cannabis topicals, as well as the sale, distribution and delivery of dried and fresh cannabis. MediPharm Labs' facility in Barrie, Ontario (the "Barrie Facility") holds GMP certifications from Health Canada (Drug Establishment Licence) ("DEL")¹, NHP Site Licence under the Natural Health Products Regulations and LAVG (EU-GMP). The Barrie Facility obtained GMP certification from the ANVISA in February 2024 and EU-GMP certification from the LAVG in July 2024. These GMP certifications have been accepted in other international markets such as the UK, Brazil, and the European Union.² MediPharm Labs has filed a Drug Master File ("DMF") for cannabidiol ("CBD") with the United States Food and Drug Administration ("FDA") and is the only commercial cannabis company in Canada registered as an active FDA establishment registration. MediPharm Labs has also filed a Drug Master File ("DMF") for cannabidiol ("CBD") with Health Canada.

MediPharm's wholly owned subsidiary, ABcann, holds a licence under the Cannabis Act for the standard cultivation of cannabis, the standard processing of cannabis and the sale of cannabis for medical purposes. ABcann holds a licence in respect of its facility in Napanee, Ontario (the "Napanee Facility") which is valid until October 15, 2030 (the "ABcann Licence"). ABcann also holds an EU-GMP licence after a successful LAVG audit and licence renewal in July 2024. ABcann's operations focus on European Union Good Manufacturing Practices ("EU GMP") related cultivation, processing and packaging for international markets. The Company has expanded its reach to medical patients in Australia and Germany through its wholly owned subsidiaries Beacon Medical Australia and Beacon Medical Germany (together, the "Beacon Medical Brand").

Canna Farms, formerly a wholly owned subsidiary of MediPharm, had a licence in respect of the Hope Facility. Canna Farms' operations, which focused on packaging, concentrate production, and supporting patients through its medical e-commerce platform, have been transferred from the Hope Facility to the Barrie Facility as operations at the Hope Facility have ceased. On June 5, 2025, the Company completed the Hope Facility Sale, Canna Farms was subsequently amalgamated with MediPharm Labs and MediPharm cancelled the licence in respect of the Hope Facility.

¹ The Australian Therapeutic Goods Administration recognizes Health Canada’s DEL and no longer requires a separate foreign inspection for the Company’s GMP certification.
² As a member of Pharmaceutical Inspection Co-operation Scheme.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$’000s) unless otherwise stated.)

MediPharm’s wholly owned subsidiary, Harvest Medicine, provides medical cannabis patients across Canada with convenient virtual care services, including in physician consultations, medical cannabis education, and prescriptions. Harvest Medicine also has a physical location.

Operations and Facilities

As of the date of this MD&A, the Company’s core business generates revenue through four primary streams:

Canadian Adult Use and Wellness: This stream includes the production and sale of finished consumer packaged cannabis concentrate based products such as cannabis oil, vapes, metered dose inhalers (“MDIs”), soft chews, and capsules and other non-smokeable formats as well as dried flower and pre-rolls. These products are sold primarily to the provincial distributors.
Canadian Medical Cannabis: This stream includes products that are sold to patients through the domestic medical channels such as the Canna Farms medical platform, and through other licensed producers’ medical channels. It also includes the Company’s medical clinic business, Harvest Medicine. HMED consists of education-focused, patient-centric, cannabis discovery clinics, which conduct registered patient visits through its clinics, and via its telemedicine platform.
International Medical Cannabis: This stream includes the production and sale of GMP tinctures, GMP dried flower, GMP vapes, GMP dronabinol, GMP manufacturing services, and active pharmaceutical ingredients to international customers outside of Canada. To date, MediPharm has sold into 10 international markets and has significant business in Australia and Germany. Key partners such as STADA Arzneimittel AG, Europe’s fourth largest generic drug company, continue to support this business segment in Germany. In addition, the Company’s Beacon Medical Brand has also further strengthened its presence in the Australian market. The Company also recently launched Canadian produced GMP Beacon Medical Brand cannabis oil and inhalation cartridges in the Australian medical market. Also included in this stream are contract manufacturing activities in which we produce finished goods and undertake various manufacturing steps for other international licenced producers.
Pharmaceutical and Business to Business (“B2B”): This stream includes the production and sale of bulk cannabis-based products such as concentrate, distillate and isolate to domestic and international customers. Bulk isolates include pharmaceutical grade cannabinoids in bulk and finished good forms, produced according to Canadian DEL standards and sold to pharmaceutical customers. For our pharma and academic partners, we also provide a range of clinical and research and development (“R&D”) capabilities including Clinical Trial Materials (CTM) for Phase 2-3 Drug Trials. Also included in this stream are contract manufacturing activities where we develop new products, produce finished goods and perform various manufacturing steps for other domestic licensed producers.

MediPharm Labs operates two GMP manufacturing facilities in Ontario: the Barrie Facility and the Napanee Facility. As of the date of this MD&A, the Company has disposed of and ceased operations at the Hope Facility. See “Hope Facility” below.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Barrie Facility

This 70,000 sq. ft. facility has specialized and pharmaceutically validated equipment to produce high quality cannabis concentrate derivative bulk and finished good products. This includes automated filling, packaging, and labeling capabilities that support all the Company's revenue streams by enabling the production of a wide range of formulated products for domestic and global markets. The Barrie Facility was built to GMP standards and received a DEL in the third quarter of 2021. The Barrie Facility is a registered foreign drug manufacturing site with the FDA and completed an onsite FDA inspection in 2022. In December 2023, the Barrie Facility was inspected by the Agência Nacional de Vigilância Sanitária ("ANVISA"), the governing body of Brazil's pharmaceutical industry, for GMP manufacturing of APIs and finished goods. On February 7, 2024, ANVISA confirmed compliance and issued a GMP certificate for the facility. In April 2024, the health department of the Landesamt für Arbeitsschutz, Verbraucherschutz und Gesundheit ("LAVG") - the competent state and the German Federal State of Brandenburg - inspected the facility and provided the Company with a verbal compliant rating. In July 2024 the Company received written confirmation from the LAVG of the issuance of the Barrie Facility's EU-GMP certification for cannabis oil (extract) products.

Napanee Facility

This 29,000 sq. ft. EU GMP facility is focused on production and supply of flower for the international medical markets. The Napanee Facility operates through the ABcann Licence and on March 11, 2021, the Napanee Facility received EU GMP certification from LAVG, the health authority of Brandenburg, Germany. The Napanee Facility has supplied flower to the UK, EU, Australia and other markets.

In April 2024, LAVG inspected the Napanee Facility and provided the Company with a verbal compliant rating. Management received written confirmation from LAVG of the renewal of the Napanee Facility's EU GMP certification in July 2024.

During the year, the Company expanded the cultivation capacity of its Napanee Facility by approximately 30% to allow for further exports of EU GMP flower.

Hope Facility

This 47,000 sq. ft. production facility was originally a VIVO facility and was the first licensed site in British Columbia for commercial cannabis production in 2013, through a licence issued to Canna Farms as licence holder. The Canna Farms direct-to-patient medical sales e-commerce platform was managed and distributed via the Hope Facility until May 31, 2024.

On June 1, 2024, the Company successfully relocated its direct-to-patient medical sales logistics from the Hope Facility to the Barrie Facility. The Company has streamlined operations and delivered savings to both cost of goods sold and operating expenses while providing the same great service level our patients are accustomed to.

On June 5, 2025, the Company completed the Hope Facility Sale and subsequently cancelled the licence issued to Canna Farms in respect of the Hope Facility.

On September 17, 2025, the Company completed the sale of its vacant land at Hope, British Columbia for a gross amount of $0.45M.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Company Regulatory History

On March 29, 2018, MediPharm Labs received its oil production licence (the “Licence”) pursuant to the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) and became the first company in Canada to receive a production licence for cannabis oil production under the ACMPR without first receiving a cannabis cultivation licence. On October 17, 2018, the Cannabis Act came into force, and MediPharm Labs’ Licence was transitioned from a producer’s licence under the ACMPR to a standard processing licence under the Cannabis Act and Cannabis Regulations. On November 9, 2018, the Licence was amended to permit the sale and distribution of cannabis oil and derivatives to the following authorized classes of purchasers:

a holder of a licence for processing under the Cannabis Act;
a holder of a licence for analytical testing under the Cannabis Act;
a holder of a cannabis drug licence under the Cannabis Act;
the Minister of Health;
a person to which an exemption has been granted under section 140 of the Cannabis Act in relation to the cannabis or a class of cannabis that is sold or distributed; or
certain individuals who are involved in testing cannabis at laboratories operated by the Government of Canada or accredited laboratories under the Seeds Act.

On September 7, 2019, the Licence was further amended to permit the sale of cannabis products to the following authorized classes of purchasers:

a holder of a licence for sale of medicinal cannabis products under the Cannabis Act; and
a person authorized to sell cannabis under a provincial Act, such as a provincially authorized retailer or distributor.

On October 21, 2019, the Licence was amended to permit the activity of production and sale of additional cannabis products included in the Cannabis Act, including cannabis extracts, cannabis edibles and cannabis topicals. On December 30, 2019, the authorizations under the Licence were expanded to include various cannabis-related activities in an expanded footprint, totalling approximately 25,000 square feet, which included new manufacturing rooms, a quality control laboratory, additional secure storage and various infrastructural updates. On September 28, 2021, the Licence was renewed for a further term of five years and was further amended on April 25, 2022, to allow for the sale, distribution, and delivery of dried cannabis and fresh cannabis. On May 1, 2024, the Licence was amended to allow for the possession and sale of cannabis for medical purposes.

On October 25, 2019, MediPharm Labs received its research licence under the Cannabis Act. This licence permits MediPharm Labs to conduct controlled human administration trials for sensory testing of cannabis extracts and derivative products at its Barrie Facility. Cannabis companies without this licence cannot use sensory experiments with taste, thus limiting their understanding of the taste profile of the raw material, in process material, and consumer products. On January 31, 2025, the Company provided Health Canada with a notice to cancel its research Licence in accordance with the new amendments to the Cannabis Regulations surrounding non-therapeutic research on cannabis licences. See “Risk Factors”.

On December 21, 2020, MediPharm Labs received a GMP licence under the Natural Health Products Regulations (the “NHP Site Licence”). The NHP Site Licence gives MediPharm Labs the authorization to manufacture, package and label natural health products in Canada. MediPharm Labs’ Barrie site follows

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

GMP requirements outlined in Part 3 of the Natural Health Products Regulations. On June 4, 2025, the NHP Site Licence was renewed for a further one-year term.

On February 17, 2021, MediPharm Labs received a Cannabis Drug Licence (“CD Licence”) from Health Canada. The CD Licence allows the Company to manufacture and supply drugs that contain cannabis. These products include pharmaceutical prescription drugs that have been classified as drugs with a drug identification number. The Company is positioned to supply cannabis based pharmaceutical drugs and API’s to other CD Licence holders and clinical research trials for novel drug discovery. On October 8, 2021, MediPharm Labs’ CD Licence was amended to allow for the sale of drugs that contain cannabis. The amended CD Licence is valid until January 26, 2029.

On July 14, 2021, MediPharm Labs received a GMP DEL issued by Health Canada in accordance with the Food and Drugs Act (Canada) and associated Regulations. The DEL serves to confirm compliance to GMP standards. The DEL can be used for manufacturing, testing and sale of any non-sterile APIs and pharmaceuticals, including drug products containing cannabis. This includes drugs that have marketing authorizations as either novel or generic pharmaceutical drug products containing cannabis. MediPharm Labs is the only facility with large scale natural cannabinoid extraction capabilities that holds a GMP licence from a domestic health authority in North America.

On February 23, 2022, the Company announced that it had entered the United States pharmaceutical market with the completion of an FDA Drug Master File process for pure natural CBD APIs. The DMF allows for the registration of APIs with the FDA for commercial opportunities in pharmaceutical development, novel drugs, and generic drugs. This is a first for CBD products manufactured by a Canadian company and the second natural CBD DMF at commercial scale in North America. The DMF enables MediPharm to supply approved APIs to pharmaceutical companies conducting late-stage research. The FDA has conducted an active review of the DMF filing. Full acceptance of the DMF filing by the FDA will be gained if a pharmaceutical customer completes a successful filing with the FDA for a New Drug Application (“NDA”) or Abbreviated New Drug Application (“ANDA”).

MediPharm has international pharmaceutical partners who have referenced the DMF and finished goods in either a drug product filing or FDA investigational NDA. If any of our pharmaceutical partners are successful in their United States (“U.S.”) filings, any resulting drugs containing cannabis would gain marketing authorization (through an NDA or ANDA). The drugs would be distributed across the U.S. as FDA approved pharmaceutical products, and therefore outside of any U.S. cannabis regime regulated at the state level. Seeking FDA approvals for both branded (NDAs) and generic (ANDAs) drugs and participating in Phase 2 and 3 clinical trials are long term investments and success is not guaranteed. See “Cautionary Note Regarding Forward-Looking Statements”, “Disclosure for Issuers with U.S. Marijuana-Related Activities” and “Risk Factors”.

On April 1, 2023, the Company acquired two Canadian licensed producers through the Arrangement: (i) Canna Farms, based in Hope, British Columbia, and (ii) ABcann, based in Napanee, Ontario. The ABcann business holds an EU-GMP certification, and a subsidiary in Germany is EU-GMP/GDP licensed and able to import cannabis products. The Napanee Facility received EU-GMP certification from Germany’s Brandenburg health authority, LAVG, in March 2021, allowing the Company, through its subsidiaries, to export dried flower for sale into European and other markets requiring products to be manufactured under EU-GMP standards. Beacon Medical Germany received an import licence to import medical cannabis flower from the Napanee Facility to Germany and the European Union in March 2021.

On February 6, 2024, the Company was the first purpose-built pharmaceutical cannabis company in North America to receive a GMP certificate from the Brazilian Health Regulatory Agency (ANVISA). The licence

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

was initiated in relation to MediPharm’s current medical cannabis product authorizations through its Brazilian customer base. A product authorization was only possible based on the Company’s Health Canada pharmaceutical Drug Establishment Licence, product-specific GMP validation and various long-term stability studies. All statements regarding the Company’s intended expansions, exports, distributions, GMP certifications and the DMF filing are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.

The Company’s cannabis licences granted pursuant to the Cannabis Act include:

Licence – Health Canada Standard Processing Licence and Medical Sales issued to MediPharm Labs in respect of the Barrie Facility, which expires September 28, 2026.
ABcann Licence – Health Canada Cultivation and Processing Licence issued to ABcann in respect of the Napanee Facility, which expires October 15, 2030.

The Company also holds an excise tax sales licence issued by the Canada Revenue Agency (the “CRA”) in respect of each of its cannabis facilities. The CRA licences are in good standing and subject to regular renewal cadences. In cases where other Canadian cannabis companies are in arrears on excise tax payment, the CRA has been only granting short term excise licence renewals.

It is anticipated by management that Health Canada and the CRA will extend or renew all of its licences at the end of or prior to the end of their terms³. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.

Product Manufacturing and Sales

The Company processes its inventory of dried cannabis and sells both the resulting bulk cannabis concentrates and finished formulated products. Finished formulated products are sold under the MediPharm family of brands and under customer brands through contract manufacturing arrangements. Customers that do not hold a requisite Cannabis Act or other licence rely on the Company for the complete manufacturing and distribution of the branded product. Customers that hold their own licence may directly purchase the finished or partially finished products from the Company to manage the remaining portion of the manufacturing and/or supply chain themselves and the Company would typically receive a fee per unit shipped under that arrangement. The Company has increased the breadth (product formats) and depth (stock keeping units (“SKUs”) per product format) of finished formulated product capabilities and expects to continue this expansion going forward.⁴ In addition to the core competencies listed above, the Company is also engaged in the sale of GMP finished good cannabis flower to international partners in branded (Beacon Medical Brand) and white label formats.

The Company commenced shipping initial cannabis oil and vape products in December 2019, and as at the date of this MD&A are currently shipping several product formats (being formulated cannabis oil bottles,

³ This forward-looking statement is based on the following material factors and assumptions: (a) the Company assumes that it will receive a compliant rating from Health Canada and that Health Canada will renew the Licence; and (b) the Company assumes that it will continue to be in compliance with the relevant regulatory frameworks, guidelines, and requirements of Health Canada. The Company clarifies that as of the date hereof, it has received compliant ratings from Health Canada but cannot guarantee that there will not be issues with compliance inspections that may arise in the future. Such statements are informed by, among other things, regulatory guidelines for receiving and maintaining the Licence. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.

⁴ This forward-looking statement is based on the following material factors and assumptions: (a) the Company would have sufficient demand for the new product formats and SKUs.; and (b) the Company receives required permits to list new products with provincial distributors.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

topicals, gels disposable vaporizer pens, vaporizer cartridges, MDIs, soft chews, capsules, concentrates, dried flower, and pre-roll products) and SKUs direct to authorized distributors, provincial governments, our B2B customers and internationally.

As a result of the acquisition of VIVO Cannabis in April 2023, MediPharm Labs started business in direct to patient medical cannabis sales, via Canna Farms, as well as medical cannabis clinic services via Harvest Medicine. These business operations are further described in the "Canadian Medical Cannabis" portion of this MD&A's Business Overview section (page 6).

Corporate Highlights

On May 22, 2025, the Company announced the removal of all conditions precedent, related to its previously announced agreement for the sale of the Hope Facility to Rubicon for $4.5 million in cash.

On May 26, 2025, the Company announced that it had begun production of novel MDIs for the European Union and the United Kingdom, made to global pharmaceutical standards and distributed by Blackpoint Limited, the Company's exclusive sales and distribution partner in those territories. The Company and its partner are preparing to submit a dossier for MDIs to a notified body regarding its acceptance as a device in Europe and the United Kingdom.

On June 5, 2025, the Company announced the closing of the Hope Facility Sale. During the year, the Company expanded the cultivation capacity of its Napanee Facility by approximately 30% to allow for further exports of EU GMP flower. During the year, the Company launched its white label and branded MDIs in a variety of formulations in the Australian medicinal cannabis market. On July 24, 2025, the Company announced the launch of its new Shake & Puff CBN THC Nighttime Inhaler in Canada. The new metered dose inhaler delivers a precise formulation of minor cannabinoid CBN and THC in a consistent, smoke-free format. On December 4, 2025, the Company announced the completion of its first shipment to France under a production agreement with an international medicinal cannabis organization, further expanding its international medical cannabis distribution footprint.

Proxy Contest

On May 1, 2025, Apollo Technology Capital Corporation ("Apollo"), a shareholder of the Company, submitted a notice pursuant to section 4.4 of the Company's by-laws of its intention to nominate six (6) directors (the "Dissident Nominees") at the annual and special shareholders meeting held on June 16, 2025 (the "ASM").

On May 5, 2025, Apollo, Nobul Technologies Inc. ("Nobul") and Regan McGee (collectively, the "Plaintiffs") filed a statement of claim in the Superior Court of Justice – Ontario (Commercial List) (the "Court") against Tyr LLP ("Tyr"), a partner of Tyr, David Pidduck, who was at the time the Chief Executive Officer and a director of MediPharm, and Chris Taves, Chairman of the Board of MediPharm, which made a number of allegations including that Tyr acted for MediPharm despite an alleged conflict of interest, breach of fiduciary duties and confidence, damages for such breach of fiduciary duties and/or confidence, an interim, interlocutory and/or permanent order that Tyr be removed and restrained from continuing to act as counsel for MediPharm, and damages in the amount of $50,000,000 as against the defendants, jointly and severally, for the tort of defamation (the "Apollo Claim").

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

On May 23, 2025, the Plaintiffs agreed to dismiss the Apollo Claim as against Tyr and a partner of Tyr with prejudice and acknowledged that neither Tyr nor the partner misused confidential information nor acted in a conflict of interest by representing MediPharm. Messrs. Pidduck and Taves subsequently brought a motion under section 137.1 of the Courts of Justice Act, seeking to have the Apollo Claim against them dismissed as a Strategic Lawsuit Against Public Participation (SLAPP). The motion was heard on October 31, 2025, and, at the time, the Court reserved its decision. On November 12, 2025, the Court granted Messrs. Pidduck and Taves' motion and dismissed the Apollo Claim against Messrs. Pidduck and Taves. Subsequently, on January 30, 2026, the Plaintiffs filed an appeal with the Court of Appeal for Ontario (the "Appeal"). A hearing date of October 14, 2026 has been set for the Appeal.

On May 7, 2025, Apollo filed a dissident information circular on SEDAR+, which was subsequently amended and restated on May 15, 2025, and further amended on May 20, 2025 (the "Dissident Circular"). The Dissident Circular, among other things, disclosed Apollo's intention to nominate the Dissident Nominees at the ASM and recommended that shareholders of the Company vote for the Dissident Nominees and against management's director nominees (the "Proxy Contest").

On May 12, 2025, Apollo and Nobul sought an order from the Court, seeking, amongst other remedies, the appointment of a third-party independent chair and no fewer than five scrutineers for the ASM (the "Apollo Application"). On June 11, 2025, the Court dismissed the Apollo Application in full. In doing so, the Court found that a third-party independent chair was not required in the circumstances as there was no evidence or indication that the Company's proposed meeting chair would act unfairly at the ASM. The Court also found that there was no justification to support the request for five scrutineers. On July 28, 2025, the Court awarded MediPharm $85,000 in costs, which was subsequently received.

On May 27, 2025, MediPharm filed an application with the Court concerning the conduct of Apollo and certain other parties (the "Respondents") in connection with the Proxy Contest (the "MediPharm Application"). The MediPharm Application, among other things, requested an order from the Court requiring the Respondents to produce and disclose certain documentation and information relevant to the Proxy Contest and, if necessary and only in the circumstances that any of the Dissident Nominees were elected to the Board of Directors at the ASM, an order invalidating proxies, voting support agreements or votes cast at the ASM if obtained by the Respondents in breach of securities or corporate law.

At the ASM held on June 16, 2025, management's director nominees – Chris Halyk, Emily Jameson, John Medland, David Pidduck, Shelley Potts, Keith Strachan and Chris Taves – were elected to the Board of Directors. As none of the Dissident Nominees were elected at the ASM, the Company has not, as at the date hereof, pursued the MediPharm Application further.

The Company incurred certain expenses in connection with the Proxy Contest, the Apollo Claim, the Apollo Application and the MediPharm Application during the period including legal and professional fees and disbursements, mailing costs, and fees payable to the Company's proxy solicitor and communications advisor. Management believes that the allegations set forth in the Apollo Claim are without merit and does not expect that the outcome of such proceedings will have a material effect on the Company's financial position, results of operations or cash flows. The Company is working closely with its director and officer insurance provider in connection with the Apollo Claim to ensure that, to the extent coverage is available, the Company maximizes such coverage. See "Risk Factors".

Subsequent Events

Effective January 1, 2026, Michael Bumby was appointed to the Board of Directors of the Company to fill a resulting vacancy following the resignation of Shelley Potts as a director on December 31, 2025.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

On January 13, 2026, the Company announced that it had entered into a definitive supply agreement with Remidose Aerosols Inc. for the shipment of GMP-certified medicinal cannabis products to Costa Rica. Under the agreement, the Company will supply a range of GMP-certified cannabis products including oils, tinctures, metered dose inhalers and dried flower to Remidose’s affiliated entity, Remidose LATAM SRL (“Remidose LATAM”). Remidose LATAM has already advanced its regulatory process, and the Company expects that shipment of product will begin once the remaining requirements are completed.

Effective January 23, 2026, David Pidduck stepped down from his role as Chief Executive Officer while continuing to serve as a director of the Company. On the same date, Greg Hunter, the Company’s Chief Financial Officer, was appointed Interim Chief Executive Officer, in addition to his role as Chief Financial Officer.

On January 30, 2026, the Plaintiffs filed a notice of appeal with the Court of Appeal for Ontario regarding the Court’s November 12, 2025 decision dismissing the Apollo Claim against certain directors of the Company. A hearing date of October 14, 2026 has been set for the Appeal. As at the date of this MD&A, no amounts have been ordered payable by the Company or its officers or directors in connection with this matter.

Financial Overview: During the three months ended December 31, 2025 (“Q4 2025”), the Company’s revenue of $11.1M decreased $1.0M or 8% versus the three months ended December 31, 2024 (“Q4 2024”). Revenue decreased by $0.4M or 3% sequentially from the three months ended September 30, 2025 (“Q3 2025”). The decrease is largely driven by International Medical as the company exited low margin area’s and increased the mix of tolling revenue.

International Medical revenue decreased 7% from $6.5M in Q4 2024 to $6.1M in Q4 2025 driven largely by decreased international flower sales to Germany as the revenue mix changed to include more tolling and exited lower margin revenue streams. Sequentially, revenue decreased 6% from $6.4M in Q3 2025 driven by decreased flower sales in Germany from the exit of lower margin streams and more tolling mix but offset by increased Oil and Dronabinol sales to Germany. Revenue was also impacted by the slower issuance of German medical cannabis import permits during the period, which delayed certain export shipments and reduced overall sales⁵. Management anticipates that international markets will continue to fluctuate as the market develops and matures.

Canadian Adult Use and Wellness revenue of $1.4M in Q4 2025 decreased from $1.7M in Q4 2024. Revenue also decreased from $1.8M in Q3 2025. The decrease is largely driven by the decline of the Tincture market, which is a large portion of the revenue mix in this stream.

Canadian Medical Cannabis revenue increased from $3.1M in Q4 2024 to $3.2M in Q4 2025. Revenue also increased $0.2M sequentially versus Q3 2025.

Pharmaceutical and B2B revenue in Q4 2025 of $0.4M decreased from $0.7M in Q4 2024, largely due to decreased B2B customer sales. Sequentially from Q3 2025, revenue increased by $0.1M.

Year to date the Company’s revenue increased to $45.1M representing an 8% increase versus the corresponding period in 2024 largely driven by 43% growth in the International Medical business. International Medical year to date revenue of $25.2M increased $7.5M or 43% versus the corresponding

⁵ As reported in Business of Cannabis, article dated October 7, 2025, titled “Import Approvals Paused as Germany Hits 2025 Medical Cannabis Limit,” available online at the reporter’s website.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

prior year period driven by increased flower, inhaler and oil sales in Germany and Australia. Canadian Adult Use and Wellness year to date revenue of $6.1M declined versus the corresponding prior year period as the Company saw increased pressure from competition on multiple product categories and a decline in the domestic Tincture market. Canadian Medical Cannabis year to date revenue of $12.4M decreased versus the corresponding prior year period driven by decreased sales to the Company's internal medical channel and other third-party medical channels as the market contracted. Pharmaceutical and B2B year to date revenue was $1.5M and decreased versus the corresponding prior year period largely driven by decreased contract manufacturing revenue from one customer.

The Company's Q4 2025 gross profit was $3.9M or 35%, an increase from Q4 2024 of $3.6M or 30% driven by a more profitable product mix. Q4 2025 gross profit also increased versus Q3 2025 as a result of a higher margin product mix. Management continues to focus on efficiencies to drive gross profit.

Year to date gross profit was $14.0M or 31%, which increased versus the corresponding prior year period's gross profit of $12.8M or 31%. Gross profit margin has improved, driven by product mix and exiting low profit revenue streams. Management continues to focus on efficiencies to drive gross profit.

Operating expenses (general administrative expenses, marketing and selling expenses, and R&D expenses) for Q4 2025 was $5.4M and increased by $0.3M versus Q4 2024, primarily due to severance and was offset by other cost reduction initiatives. In addition, Q4 2025 operating expenses increased $1.1M versus Q3 2025 which was also driven by severance for restructuring. When adjusting for severance for restructuring, transaction costs and other discrete items, Q4 2025 operating expenses were $4.2M and declined $0.3M or 8% versus prior year and increased $0.2M or 6% versus Q3 2025. Q4 2025 included $0.95M of severance expense. Management continues to focus on expense reduction opportunities.

The Company's year to date operating expenses of $20.9M decreased $0.7M or 3% versus the corresponding prior year period. When adjusting for severance, costs related to the Proxy Contest, and other discrete items, year to date operating expenses were $16.8M which decreased $2.7M or 14% versus the corresponding prior year period due to cost reduction initiatives. Year to date operating expenses included $1.2M of severance and $2.5M of expenses related to the proxy contest.

For Q4 2025, the Company's Adjusted EBITDA⁶ was negative $0.1M which was consistent with Q4 2024. Q4 2025 Adjusted EBITDA⁷ increased $0.9M versus Q3 2025 driven by improved gross margin from product mix.

Year to date, the Company's Adjusted EBITDA⁸ was negative $1.7M which improved $0.3M or 14% versus the corresponding prior year period. This improvement is driven by increased revenue and cost reduction initiatives.

6 Adjusted EBITDA is a non-IFRS measure. See “Reconciliation of non-IFRS Measures” for a reconciliation to IFRS measures.
7 Adjusted EBITDA is a non-IFRS measure. See “Reconciliation of non-IFRS Measures” for a reconciliation to IFRS measures.
8 Adjusted EBITDA is a non-IFRS measure. See “Reconciliation of non-IFRS Measures” for a reconciliation to IFRS measures.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Strong Balance Sheet: The Company's cash balance at the end of Q4 2025 was $10.8M, an increase of $0.2M from Q3 2025. The Company completed the sale of its vacant land in Hope, British Columbia for $0.4M in Q3 2025 and the Hope Facility gross sale of $4.5M in Q2 2025, which helped strengthen its cash position, despite incurring $2.5M in connection with the Proxy Contest. Management continues to focus on strengthening the Company's cash position through disciplined inventory management and by optimizing the timing of cash payment streams related to international operations. The Company is virtually debt free with the remaining $0.2M of debt substantially comprised of insurance premium financing and leases. Contrary to many other cannabis companies, MediPharm is also up to date on cannabis excise duties and accounts payable and owns its two production facilities.

This cash position is expected to provide MediPharm with stability to execute on its short-term sales plans and provides the balance sheet strength to support the Company's long-term growth strategy including strategic mergers and acquisitions. This balance sheet strength puts MediPharm in a strong position relative to many of our peer group who are largely burdened with excessive debt, unpaid excise duties, and significantly stretched accounts payable.

Corporate Governance: With the exception of David Pidduck, former Chief Executive Officer of the Company, Michael Bumby, a former executive officer of VIVO, and Keith Strachan, co-founder and former President of the Company, the members of the Company's Board of Directors are independent.

Effective January 1, 2025, Keith Strachan was appointed to the Board of Directors. At the ASM, Michael Bumby did not seek re-election, and two new directors, John Medland and Emily Jameson, were elected. Effective December 31, 2025, Shelley Potts resigned as a director, and Michael Bumby was subsequently appointed to the Board of Directors to fill the resulting vacancy, effective January 1, 2026.

As at January 1, 2026, the Company's seven-member Board of Directors consisted of David Pidduck, Keith Strachan, Michael Bumby, Chris Taves, Chris Halyk, John Medland and Emily Jameson.

Subsequent to year-end, effective January 23, 2026, David Pidduck stepped down from his role as Chief Executive Officer while continuing to serve as a director of the Company. On the same date, Greg Hunter,

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

the Company’s Chief Financial Officer, was appointed Interim Chief Executive Officer, in addition to his role as Chief Financial Officer.

Domestic Presence: MediPharm Labs is a leader in medical cannabis in Canada through our Canna Farms Medical platform, Harvest Medicine medical clinics and medical B2B product partnerships. MediPharm supports patients through their full journey, assisting thousands with direct access to physician consultations and an eCommerce platform for their medications. MediPharm products are also available via partner eCommerce platforms.

MediPharm Labs also focuses on the premium oils category in the Adult Use & Wellness Channel, ranking second nationally in 2025 in the cannabis oil category⁹. The Company has strategically evolved its portfolio across a family of differentiated brands and continues to secure new listings with provincial boards.

In June 2024, the Company entered into a licensing agreement with Remidose Aerosols Inc. to acquire the exclusive global rights for advanced cannabis products including aerosol oral mist sprays and MDIs. In Q1 2025, the Company launched the new Shake & Puff Rapid THC Inhalers in Canada leveraging this technology. Building on the success of its high performing CBN THC Nighttime Oil¹⁰, the Company launched its new Shake & Puff CBN THC Nighttime Inhaler in Q2 and additional inhaler line extensions in Q4 2025 across medical shops and several provinces.

International Presence:

During Q4 2025, the Company made meaningful progress in strengthening its International Medical Cannabis business through strategic market expansion and customer engagement initiatives. The Company advanced its presence across key international markets, including Germany, Australia, Brazil and the United Kingdom, which continue to represent its core international footprint.

A major highlight in Q4 2025 was the Company’s third white label product launch in Brazil, one of the fastest-growing medical cannabis markets globally. In Q4, the Company successfully shipped product to a Brazilian pharmaceutical manufacturer operating under ANVISA’s RDC 327/2019 framework. This marks an important step toward establishing a long-term position in Latin America with “big pharma”. The Company also continued commercialization activities with additional Brazilian partners and expects initial purchase orders for new launches in the first half of 2026¹¹, to be manufactured under the Barrie site’s ANVISA GMP certification.

The Company celebrated its first shipment of GMP cannabis formulated oil to France. Across all markets, the Company continued to expand product offerings, deepen relationships with key customers, and strengthen its regulatory and commercial pathways. These initiatives position the Company for continued organic growth as international demand evolves, and additional jurisdictions open to regulated medical cannabis products.

⁹ As reported in HiFyre Retail Analytics ingestible oils – January to December 2025, available online.

¹⁰ As reported in HiFyre Retail Analytics –January to December 2025, available online.

¹¹ This forward-looking statement is based on the following material factors and assumptions: (a) the Company will obtain the necessary import and export approvals including applicable Brazilian and Canadian regulatory authorizations, and complete required commercial and manufacturing preparations as planned; and (b) demand for the Company’s products from customers in the Brazilian medical market will meet expectations.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Beacon Medical Australia

During Q4 2025, Beacon Medical Australia expanded its portfolio of branded non-smoked, API-based products through the launch of four metered-dose inhaler products. The Company also introduced a high-CBD inhalation cartridge designed to provide a less intoxicating alternative for patients. Management is focused on evolving patient demand and has begun sourcing and development activities to refresh its product portfolio.

As part of its international market expansion strategy, the Company received a positive outcome assessment from the Medical Cannabis Agency of New Zealand during the quarter, authorizing the sale of two Beacon Medical flower strains through an established local medicinal cannabis distributor. The Company previously entered into a commercial agreement with the distributor that will facilitate the launch of Beacon Medical branded THC flower in New Zealand during first half of 2026¹².

Beacon Medical Germany

Beacon Medical Germany continued to expand its market presence in 2025 by successful new product launches and expanded flower production capabilities at its EU-GMP-certified Napanee facility. The Company has invested in inventory, marketing collateral and distribution relationships to grow its branded product sales in Germany. The Company plans to introduce more branded products under the Beacon brand and other private labels in 2026¹³. The Company is also working closely with a long-term European customer to commercialize novel, non-smoked products to address patient demand for discrete, pharmacologic cannabis products.

Unique Suite of Licences and Authorizations: The Company has built on an industry-leading and expanding portfolio of licences, receiving a DEL from Health Canada, which is required to produce pharmaceutical prescription drugs with marketing authorization. This allows for participation in clinical trials and partnerships with other pharmaceutical companies that could result in potentially patentable intellectual property. The Company leveraged its collection of licences to enter into a research master agreement with McMaster University for participation in various cannabis based clinical trials and to enter into a research support agreement with the Keck School of Medicine of University of Southern California to conduct a Phase 2 trial on the efficacy of THC and CBD to treat hospice-eligible patients diagnosed with dementia and experiencing agitation. During the 2022 fiscal year, the Company leveraged the DEL to register CBD API with the FDA for commercial opportunities in pharmaceutical development, novel drugs, and generic drugs. This makes the Company the first Canadian company to register a CBD API DMF with the US FDA.¹⁴

The Company’s Napanee Facility holds a Part I and Part II EU GMP licence issued by the German Federal Institute for Drugs and Medical Devices. This allows the flower production and packaging of EU GMP products destined for Australia, Germany and the United Kingdom. With the possibility of additional European Union countries in the future, as medical cannabis regulations evolve. The Company’s Barrie Facility holds a Part II EU GMP licence issued by the German Federal Institute for Drugs and Medical Devices in addition to its Health Canada DEL described above.

¹²This forward-looking statement is based on the following material factors and assumptions: (a) the Company will obtain and maintain all required regulatory approvals and complete necessary commercial preparations with the distributor as planned; and (b) demand for Beacon Medical-branded THC flower products in the New Zealand medical cannabis market will meet expectations.

¹³This forward-looking statement is based on the following material factors and assumptions: (a) a) the Company will complete product development, regulatory approvals, and required commercial preparations as planned; and (b) demand for additional Beacon-branded and private-label products in the Company’s target markets will meet expectations.

¹⁴ According to the FDA Drug Master File List last updated in Q4 2025, available online.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Clinical Research with Cannabinoids: MediPharm remains focused on supporting clinical research and supporting the development of future cannabis derived pharmaceutical drugs. Consistent with this commitment, the Company will supply the sponsor and principal investigators with cannabis-derived study drugs, placebos, and other services and assistance as may be required during the course of the studies. This CTM is provided for a fee and any contributions made in-kind are in relation to intangible future benefits to the Company.

The following update provides current milestone achievements of notable projects.

Researcher	Indication	Phase	Recent Milestone
USC (University of Southern California)
Keck School of Medicine	Treatment of Alzheimer’s Agitation Disorder	Phase 2	FDA approval of Investigational New Drug (IND)
Clinical Trial Material (CTM) delivered, and enrollment commenced in Q3 2023.
Second CTM delivery occurred in Q4 2023. Shipment of additional CTM for trial and open label extension shipped in late Q2 2025.
McMaster University	Treatment of post-surgical pain	Phase 2	CTM delivered and enrollment commenced in Q1 2023
Patient dosing commenced in Q2 2023.
Additional CTM delivered in Q1 2024. Enrollment completed in Q4 2024. Last patient visit in February 2025 and data analysis ongoing.
University Health Network – Toronto	Improving Pain Disability with The Use of Oral Cannabinoids	Pilot	CTM Delivered and enrollment clinic in Q1 2023.
Additional CTM delivered in Q1 2024. Manufacturing of CTM in Q4 2025 with prospection of shipment in Q1 2026^{15}.
McMaster University	Insomnia in depressive disorder	Phase 2	CTM Shipment in Q1 2023
Patient dosing commenced in Q2 2023 with 2/3 of patients enrolled.
Additional CTM delivered in Q1 2024. Enrollment completed in

15 This forward-looking statement is based on the following material factors and assumptions: (a) the CTM shelf-life extension study will commence and be completed as planned without unexpected delays; and (b) the Company will obtain and maintain all required regulatory approvals and permits.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Researcher	Indication	Phase	Recent Milestone
			Q4 2024. Data analysis began in Q1 2025 and is currently in progress.
Centre for Medical Cannabis Research	PK of single dose THC/CBD in healthy adult controls and kidney disease	Phase 1	Patient dosing completed and data analysis by PI currently underway.
University of Manitoba	Chronic Headaches in Adolescents	Phase 2	Health Canada approval in December 2022. CTM shipment completed in Q1 2023, with an additional CTM delivery in Q1 2024. The study utilized the same CTM produced by the Company as in the preceding University of Manitoba trial to maintain product continuity. The Company was contacted in Q4 2025 for product shelf-life extension.
University of Manitoba	Tolerability Study of Cannabinoids for symptom management in pediatric oncology	Phase 2	Health Canada approval obtained (No Objection Letter).
Material shipped in Q3 2024. The study utilized the same CTM produced by the Company as in the preceding University of Manitoba trial to maintain product continuity. The Company was contacted in Q4 2025 for product shelf-life extension
University Health Network – Toronto	Restless Legs Syndrome	Phase 2	Principal Investigator received approval in Q1 2025.
Material shipped in Q3 2025. CTM shelf-life extension proposal to be performed in Q1 2026^{16} for protocol continuity.
University of Manitoba	Drug Resistant Epilepsy	Phase 2	Regulatory package in preparation with submission Q4 2024. Study approval received initial approval in Q1 2025. No Objection Letter received in July 2025. Pending receipt of the

16 This forward-looking statement is based on the following material factors and assumptions: (a) the CTM shelf-life extension study will commence and be completed as planned without unexpected delays; and (b) the Company will obtain and maintain all required regulatory approvals and permits.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Researcher	Indication	Phase	Recent Milestone
			product order from the researcher.
BC Cancer Agency	Symptom Management in Cancer Patients	Phase 2	CTM shipments in Q1, Q2, Q3, and Q4 2024, with an additional shipment in Q1 2025. 80 of 90 patients recruited by end of Q1 2025. Patient recruitment completed late Q2 2025. The trial was completed in Q3 2025 and now pending compilation of results from the researcher for publication.
University of Calgary	The differential effects of THC vs. CBD on cognition in persons with MS	Pilot Phase 2	Received HC approval in late Q2 2025. The Company will provide CTM to support protocol commencement in Q2 2026^{17}.

In addition to these institutionally led studies, the Company is also providing API and clinical trial material to various pharmaceutical companies for commercial projects involving cannabis-derived drugs. The timelines for both institutional and industry research are long by nature with positive outcomes uncertain.

SELECTED ANNUAL INFORMATION

The following table sets out the Company's selected quarterly and annual consolidated financial information:

	Three months ended			Twelve months ended
	December 31, 2025
$'000s	December 31, 2024
$'000s	December 31, 2023
$'000s	December 31, 2025
$'000s	December 31, 2024
$'000s	December 31, 2023
$'000s
Net revenue	11,062	12,042	9,131	45,124	41,961	33,062
Gross profit	3,894	3,616	2,196	13,968	12,805	5,855
Net profit (loss)	(1,968)	(1,726)	(2,787)	(8,267)	(10,694)	(13,083)
Loss per share – basic and diluted	(0.02)	(0.01)	(0.01)	(0.02)	(0.03)	(0.04)
Adjusted EBITDA^{(1)}	(144)	(96)	(1,579)	(1,646)	(1,912)	(10,224)
Total assets	45,738	53,730	63,937	45,738	53,730	63,937

17 This forward-looking statement is based on the following material factors and assumptions: (a) the Company will supply CTM as planned without unexpected delays; and (b) the Company will maintain all required regulatory approvals necessary to commence the protocol in the applicable jurisdiction.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Total non-current liabilities	-	51	69	-	51	69

(1) Adjusted EBITDA is a non-IFRS measures. See “Reconciliation of non-IFRS Measures” for reconciliation to IFRS measures.

SUMMARY OF QUARTERLY RESULTS

The following tables set out the Company’s selected quarterly consolidated financial information:

	Three months ended
	December 31, 2025 $'000s	September 30, 2025 $'000s	June 30, 2025 $'000s	March 31, 2025 $'000s
Net revenue	11,062	11,448	11,808	10,806
Gross profit before change in fair value of biological assets	3,767	2,423	3,237	4,136
Gross profit	3,894	2,562	3,330	4,182
General administrative expenses	(4,243)	(3,165)	(5,291)	(3,043)
Marketing and selling expenses	(1,124)	(1,155)	(1,369)	(1,249)
R&D expenses	(52)	(47)	(46)	(78)
Share based compensation expense	(211)	(194)	(502)	(437)
Other operating(expense)/income, net	(271)	(189)	78	184
Operating loss	(2,007)	(2,188)	(3,800)	(441)
Net loss	(1,968)	(2,142)	(3,770)	(387)
Loss per share – basic and diluted	(0.020)	(0.005)	(0.009)	(0.001)
Adjusted EBITDA (1)	(144)	(1,079)	(564)	141
	Three months ended
---	---	---	---	---
	December 31, 2024 $'000s	September 30, 2024 $'000s	June 30, 2024 $'000s	March 31, 2024 $'000s
Net revenue	12,042	9,798	10,350	9,771
Gross profit before realized fair value adjustment on sale of cannabis inventory acquired in a business combination	3,814	3,749	3,750	3,026

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

	Three months ended
	December 31, 2024 $'000s	September 30, 2024 $'000s	June 30, 2024 $'000s	March 31, 2024 $'000s
Gross profit before change in fair value of biological assets	3,563	3,639	3,588	2,699
Gross profit	3,616	3,120	3,418	2,651
General administrative expenses	(3,741)	(3,919)	(3,899)	(4,272)
Marketing and selling expenses	(1,333)	(1,397)	(1,456)	(1,329)
R&D expenses	(35)	(126)	(27)	(47)
Share based compensation expense	(227)	(160)	(576)	(895)
Other operating(expense)/income, net	(83)	(226)	(33)	167
Operating loss	(1,803)	(2,708)	(2,573)	(3,725)
Net loss	(1,726)	(2,774)	(2,583)	(3,611)
Loss per share – basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)
Adjusted EBITDA (1)	(96)	(743)	(124)	(949)

(1) Adjusted EBITDA is a non-IFRS measure. See "Reconciliation of non-IFRS Measures" for reconciliation to IFRS measures.

REVENUE

The revenue from contracts with customers is disaggregated by geographical market, revenue streams and timing of revenue recognition as follows:

	31-Dec 2025 $'000s	30-Sept 2025 $'000s	30-June 2025 $'000s	31-Mar 2025 $'000s	31-Dec 2024 $'000s	30-Sept 2024 $'000s	30-June 2024 $'000s	31-Mar 2024 $'000s
Canada	5,007	5,002	4,897	4,855	5,548	6,219	5,837	6,542
International sales
Australia	2,484	3,103	2,980	2,150	2,386	2,493	2,126	1,828
Germany	2,471	2,774	3,150	3,611	3,837	1,024	2,350	1,364
Other	1,100	569	781	190	271	62	37	37
	11,062	11,448	11,808	10,806	12,042	9,798	10,350	9,771
Canadian Adult Use and Wellness	1,384	1,756	1,607	1,349	1,732	1,690	1,512	2,115
Canadian Medical Cannabis
Clinics	448	441	509	470	523	532	585	566
Other Canadian Medical Cannabis	2,742	2,508	2,610	2,670	2,604	3,214	2,943	2,896
	3,190	2,949	3,119	3,140	3,127	3,746	3,528	3,462
International Medical Cannabis	6,055	6,446	6,721	5,946	6,515	3,517	4,477	3,174
Pharmaceutical and B2B	433	297	361	371	668	845	833	1,020

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

| | 31-Dec 2025
$'000s | 30-Sept 2025
$'000s | 30-June 2025
$'000s | 31-Mar 2025
$'000s | 31-Dec 2024
$'000s | 30-Sept 2024
$'000s | 30-June 2024
$'000s | 31-Mar 2024
$'000s |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 11,062 | 11,448 | 11,808 | 10,806 | 12,042 | 9,798 | 10,350 | 9,771 |
| Products transferred at a point in time | 10,215 | 10,990 | 11,478 | 10,384 | 11,551 | 8,959 | 9,647 | 8,809 |
| Products and services transferred over time | 847 | 458 | 330 | 422 | 491 | 839 | 703 | 962 |
| | 11,062 | 11,448 | 11,808 | 10,806 | 12,042 | 9,798 | 10,350 | 9,771 |

DISCUSSION OF OPERATIONS

Revenue

As of the date of this MD&A, our core business generates revenue through four primary streams, being Canadian Adult Use and Wellness, Canadian Medical Cannabis, International Medical Cannabis and Pharmaceutical and B2B, as described previously.

Cost of goods sold

Cost of sales reflects the cost to extract and process the cannabis concentrates as well as the management of product throughput and inventory levels. Cost of sales includes the purchase of material and services such as the purchase of dried cannabis, inbound freight expenses, a portion of insurance expenses, employee wages and benefit costs, and other operating expenses such as repairs and maintenance, plant overhead, fair value adjustments of as well as depreciation and any write-downs of inventory and manufacturing equipment.

Biological assets

Biological assets consist of cannabis plants at various stages of growth (pre-harvest) being cultivated by the Company. The value of these plants is recorded on the balance sheet as biological assets at their anticipated fair value less costs to harvest, package and sell. At harvest, the cumulative biological asset value of these plants is transferred from biological assets to inventory. This biological asset value is thereby ‘embedded’ in the value of the Company’s inventory. Further post-harvest processing expenses are capitalized to inventory. When sold, the value of the capitalized post-harvest processing expenses within the sold inventory are expensed to ‘cost of inventory sold’, and the biological asset value embedded in the inventory is booked to ‘realized gain on biological transformation’ on the statement of losses.

All pre-harvest expenses attributable to the cultivation of plants, including both direct and indirect expenses, are expensed as production costs in the period in which they are incurred. They are not capitalized to biological assets and therefore are never included in inventory.

Gross profit

Gross profit is calculated by deducting the cost of sales and fair value adjustments of biological assets from revenue. The Company continues to refine its production processes and methodologies, and sell through historically acquired higher priced raw materials, and expects to increase production efficiency and gross profit.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

General administrative expenses

General administrative expenses include personnel expenses, consulting and professional fees, depreciation and amortization, travel and entertainment expenses, bad debt expenses, insurance expenses, occupancy cost, filing fees and other expenses related to the infrastructure required to support our business.

Marketing and selling expenses

Marketing and selling expenses include investor relations expenses, advertising and promotion expenses, personnel expenses, travel and entertainment expenses, freight to customer and other expenses incurred to win new business and retain existing clients.

R&D expenses

R&D expenses currently include expenses related to working on new product lines, a portion of depreciation expense and wages and benefits cost.

Share-based compensation expense

Share-based compensation expense represents fair value of stock options and restricted share units ("RSUs") granted to employees and recognised over the vesting period.

Other operating expenses

Other operating expenses include foreign exchange loss, impairment of property, plant and equipment and intangibles, wage and rent subsidies and bank and financial institution service fees, which are costs that do not depend on sales or production quantities.

Finance income

Finance income comprises interest income earned on cash balance and short-term investments.

Finance expense

Finance expense comprises finance fees and interest expenses that were incurred on the loans and convertible notes.

Taxation expense

Taxation expense reflects the Company's income tax expense and deferred tax expense or recovery.

Other comprehensive income and loss

Other comprehensive income and loss include exchange gains and losses on translation of foreign operations.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Discussion and Analysis of the Results for the Three-Month Period Ended December 31, 2025

Results of operations for the three months ended December 31, 2025, as compared to the three months ended December 31, 2024 are discussed below:

	Three months ended December 31			Management Commentary
	2025 $'000s	2024 $'000s	$ Variance
Net revenue	11,062	12,042	(980)	Net revenue slightly reduced by $0.9M or 8% versus prior year driven by decreased International Medical. See “Corporate Highlights – Financial Overview” for more details.
Cost of sales	(7,295)	(8,228)	933	The decrease is due to decrease in sales, as well as focus on higher margin products and markets. See “Corporate Highlights – Financial Overview” for more details.
Gross profit before change in fair value of biological assets	3,767	3,563	204	Gross profit before change in fair value of biological assets increased versus Q4 2025 driven by increased sales of higher margin products. See “Corporate Highlights – Financial Overview” for more details.
Gross profit	3,894	3,616	278	Q4 2025 gross profit was $3.9M/35% increased versus Q4 2024 of $3.6M/30% driven by a higher margin product mix. See “Corporate Highlights – Financial Overview” for more details
General administrative expenses	(4,243)	(3,741)	(502)	The increase is largely due to severance, offset by other cost reduction initiatives. This includes $0.9M of severance. See “Corporate Highlights – Financial Overview” for more details.
Marketing and selling expenses	(1,124)	(1,333)	209	Expenses decreased from the comparative period due to more efficient management of marketing costs and headcount reductions.
R&D expenses	(52)	(35)	(17)	R&D expenses increased mainly due to increase in sample testing.
Share-based compensation expenses	(211)	(227)	16	The decrease is due to a lower value of unvested grants compared to the prior period.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Other operating expenses, net	(271)	(83)	(188)	The increase in other operating expenses is largely driven by the impairment of other assets, offset by effects of exchange differences.
Operating loss	(2,007)	(1,803)	(204)	See comments above.
Adjusted EBITDA (1)	(144)	(96)	(48)	Adjusted EBITDA is a non-IFRS measure. See “Reconciliation of non-IFRS Measures” for reconciliation to IFRS measures.
Finance income	58	98	(40)	Decrease due to lower cash balance and decreases in interest earned on cash in bank.
Finance expense	(19)	(21)	2	Expenses consistent with prior period.
Loss before taxation	(1,968)	(1,726)	(242)	See comments above.
Taxation recovery		-
Net loss for the period	(1,968)	(1,726)	(242)	See comments above.

(1) Adjusted EBITDA is a non-IFRS measure. See “Reconciliation of non-IFRS Measures” for reconciliation to IFRS measures.

Discussion and Analysis of the Results for the Twelve-Month Period Ended December 31, 2024

Results of operations for the twelve months ended December 31, 2025, as compared to the twelve months ended December 31, 2024 are discussed below:

Twelve months ended December 31	2025	2024	$	Management Commentary
	$'000s	$'000s	Variance
Net revenue	45,124	41,961	3,163	Net revenue increased $3.2M or 8% versus prior year largely driven by growth in International Medical. See “Corporate Highlights – Financial Overview” for more details.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Cost of sales	(31,561)	(28,472)	(3,089)	The increase was mainly driven by the increased volume of sales. See “Corporate Highlights – Financial Overview” for more details.
Gross profit before change in fair value of biological assets	13,563	13,489	74	Gross profit before change in fair value of biological assets remained relatively consistent at $13.6 million compared to $13.5 million due to product mix.
Gross profit	13,968	12,805	1,163	Gross profit continues to improve driven by sales volume, product mix, production efficiencies, and cost reductions. See “Corporate Highlights – Financial Overview” for more details. See “Corporate Highlights – Financial Overview” for more details.
General administrative expenses	(15,742)	(15,831)	89	The slight decrease is largely due to general expense reductions. This includes $1.2M of severance. See “Corporate Highlights – Financial Overview” for more details.
Marketing and selling expenses	(4,897)	(5,515)	618	Expenses decreased due to more efficient management of marketing costs and headcount reduction.
R&D expenses	(223)	(235)	12	R&D expenses slightly decreased mainly due to headcount reduction.
Share-based compensation expenses	(1,344)	(1,858)	514	Expense decreased due to lower valuation driven by lower share price and lower number of Options and RSUs issued during the period.
Other operating (expense)/income, net	(198)	(175)	(23)	The increase in other operating expenses is largely driven by the impairment of other assets, offset by effects of exchange differences.
Operating loss	(8,436)	(10,809)	2,373	See comments above.
Adjusted EBITDA (2)	(1,646)	(1,912)	266	Adjusted EBITDA is a non-IFRS measure. See “Reconciliation of non-IFRS Measures” for reconciliation to IFRS measures.
Finance income	232	691	(459)	Decrease largely due to lower cash held in bank earning interest.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Finance expense	(63)	(576)	513	Decrease due to repayment of the convertible debenture in Q3 2024.
Loss before taxation	(8,267)	(10,694)	2,427	See comments above.
Taxation recovery	-	-	-
Net loss for the period	(8,267)	(10,694)	2,427	See comments above.

(1) Adjusted EBITDA is a non-IFRS measure. See "Reconciliation of non-IFRS Measures" for reconciliation to IFRS measures.

RECONCILIATION OF NON-IFRS MEASURES

The following section provides reconciliations of the supplemental non-IFRS financial measures used in this MD&A, compared to the most directly comparable financial measures calculated and presented in accordance with IFRS. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information.

These supplemental non-IFRS financial measures are presented because management has evaluated the financial results of the Company, both including and excluding adjusted items, and believes that the supplemental non-IFRS financial measures presented provide additional perspective and insight when analyzing operating performance. These supplemental non-IFRS measures should not be considered superior to, a substitute for, or as an alternative to and should be read in conjunction with the IFRS financial measures presented.

Adjusted EBITDA

Adjusted EBITDA is a metric used by management which is net operating loss adjusted for interest, provisions for income taxes, other non-cash items including depreciation and amortization, share-based compensation, derivative liabilities, and extraordinary and non-recurring items.

The following tables reconcile the Company's net operating loss (as reported) and Adjusted EBITDA for the past eight quarters:

	Three months ended
	December 31, 2025 $'000s	September 30, 2025 $'000s	June 30, 2025 $'000s	March 31, 2025 $'000s
Net operating loss	(2,007)	(2,188)	(3,800)	(441)
Adjusted for:
Share-based compensation expense	211	194	502	437
Depreciation and amortization	396	420	419	425
Severance expenses related to restructuring and organizational changes	942	104	229	-

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Impairment loss on remeasurement of assets held for sale	-	34	81	-
Loss/ (gain on disposition of assets)	-	147	(271)	-
Incremental cost of cannabis inventory acquired in a business combination (1)	7	31	42	20
Fair value adjustments in gross profit	(127)	(139)	(93)	(46)
Indirect tax reassessments (2)	-	-	-	524
Miscellaneous	138	-	57	(28)
AGM related proxy fees (3)	162	173	2,170	-
Transaction costs (4)	134	145	100	(750)
Adjusted EBITDA	(144)	(1,079)	(564)	141

(1) This represents the fair value realized on sale of cannabis inventory acquired in a business combination.
(2) This relates to liabilities recognized in connection with notices of reassessment related to prior periods issued by the tax authorities.
(3) This relates to certain fees and expenses associated with the Proxy Contest in connection with the ASM held June 16, 2025, and ongoing legal expenses related to the Apollo Claim.
(4) This includes non-recurring fees, expenses associated with the evaluation of potential mergers and acquisitions, fees related to reorganization of legal entities. This also includes fees and non-refundable deposits related to the proposed sale of the Napanee Facility, which was terminated in January 2025.

	Three months ended
	December 31, 2024 $'000s	September 30, 2024 $'000s	June 30, 2024 $'000s	March 31, 2024 $'000s
Net operating loss	(1,803)	(2,708)	(2,573)	(3,725)
Adjusted for:
Share-based compensation expense	227	160	576	895
Depreciation and amortization	563	518	731	790
Severance expenses related to restructuring and organizational changes	80	87	305	755
Impairment loss on remeasurement of assets held for sale	-	113	77	-
Gain on disposition of assets	-	-	(20)	(276)
Early lease termination cost	70	-	-	44
Incremental cost of cannabis inventory acquired in a business combination (1)	251	110	162	327
Terminal costs for closed facility (2)	-	-	95	323
One-off derecognition of liabilities	-	-	-	(130)
Write down of inventories (3)	10	27	60	-
Fair value adjustments in gross profit	(53)	519	170	48
Indirect tax reassessments (4)	-	153	240	-
Payroll tax assessment	-	-	42	-
Miscellaneous	150	-	11	-
Transaction costs (5)	409	278	-	-
Adjusted EBITDA	(96)	(743)	(124)	(949)

(1) This represents the fair value realized on sale of cannabis inventory acquired in a business combination.

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

(2) This relates to employee compensation for terminated employees and write downs of the carrying value of inventory at the Hope Facility.
(3) This adjustment is for unusual inventory write-downs only and not the total value of inventory written down.
(4) This relates to liabilities recognized in connection with notices of reassessment related to prior periods issued by the tax authorities.
(5) This includes non-recurring fees, expenses associated with the evaluation of potential mergers and acquisitions, fees related to reorganization of legal entities, and fees related to the proposed sale of the Napanee Facility, which was terminated in January 2025.

CAPITAL STRUCTURE

Common Shares

The Company’s authorized capital consists of an unlimited number of Common Shares. As at December 31, 2025, and as at the date of this MD&A, the Company had 424,864,269 Common Shares issued and outstanding.

Stock Options and RSUs

As at December 31, 2025, and as of the date of this MD&A, options to purchase up to 38,366,324 Common Shares were issued and outstanding. During the year ended December 31, 2025, 2,678,457 options to purchase Common Shares were granted, 50,000 options to purchase Common Shares were exercised through the issuance of 14,815 Common Shares for proceeds of nil, and options to purchase 1,262,667 Common Shares were forfeited, cancelled and/or expired.

As at December 31, 2025, and as of the date of this MD&A, RSUs representing the right to acquire up to 6,268,707 Common Shares were issued and outstanding. During the year ended December 31, 2025, 7,540,678 RSUs were granted, 16,943,057 RSUs were settled through issuance of 9,800,809 Common Shares with the unissued shares being withheld for taxes, resulting in an increase to Common Shares on the consolidated statement of financial position of $693, and nil RSUs were forfeited, cancelled and/or expired. The unissued shares are withheld for tax obligations, which are settled in cash by the Company.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Management’s objectives when managing the Company’s liquidity and capital structure are to generate sufficient cash to fund the Company’s operating and growth strategy. The Company constantly monitors and manages its capital resources to assess the liquidity necessary to fund operations and capacity expansion.

Management of the Company believes the Company’s current resources are sufficient to settle its current liabilities, when considering inventory, trade receivables and cash and cash equivalents.

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

The following table presents the net cash flows for each of the periods presented:

	Twelve months ended December 31			Management Commentary
	2025 $'000s	2024 $'000s	Change
Cash and cash equivalents, beginning of period	11,690	17,981	(6,291)
Net cash used in operating activities	(5,504)	(4,861)	(643)	Negative cashflow from operating activities is mainly due to operating loss and costs incurred in connection with the Proxy Contest related to the ASM held in June 2025, offset by increased revenue and general cost reductions.
Net cash provided by investing activities	4,620	413	4,207	Net cash inflow in 2025 is largely due to net proceeds from the sale of Hope Facility and the vacant land located in Hope, British Columbia.
Net cash used in financing activities	(18)	(1,847)	1,829	The change versus 2024 is mostly due to the repayment of the remaining convertible debenture in 2024.
Effect of exchange rate change on cash and cash equivalents	18	4	14
Cash and cash equivalents, end of period	10,806	11,690	(884)	Refer to comments above.

Contractual Obligations

The Company's contractual obligations as at December 31, 2025, decreased by $1.0M as compared to December 31, 2024, mainly as a result of decreases in employee benefit obligations, offset by increases in trade payables.

Contractual Obligations	Payments due by Period $'000s
	Total	Less than 6 months	6-12 months	12-36 months	36-60 months
Trade and other payables	9,201	8,870	331	-	-
Employee benefit obligations	524	524	-	-	-
Other loans and borrowings	150	150	-	-	-
Lease liability	52	43	9	-	-
Total contractual obligations	9,927	9,587	340	-	-

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

Capital Resources

As of December 31, 2025, the Company does not have any material commitments for capital expenditures. The Company is continually evaluating various debt and/or equity financing opportunities to lower its cost of capital and optimize its capital structure.

The Company is subject to risks including, but not limited to, its inability to raise additional funds through debt and/or equity financing to support its continued operations and to meet its liabilities and commitments as they come due. See "Risk Factors".

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

See Note 25 of the Financial Statements. Other than compensation of key management personnel, the Company had no transactions with related parties.

RISK FACTORS

There are a number of risk factors that could impact the Company's ability to successfully execute its key strategies and may materially affect future events, performance, or results. In addition to, but not limited to, the risks described herein, reference is made to the following risk factors discussed in greater detail under the heading "Risk Factors" in the Annual Information Form available on www.sedarplus.ca, which risk factors are incorporated by reference into this document and should be reviewed in detail by all readers:

negative operating cash flow and ability to continue as a going concern;
limited operating history;
regulatory compliance risks;
change of cannabis laws, regulations and guidelines;
change in medical cannabis benefits provided by the government;
permit approvals;
reliance on licences and authorizations;
lack of long-term client commitments;
COVID-19 pandemic and other potential public health crises;
disruption of supply chain;
risks relating to R&D milestones and the Company's equipment;
client and receivables risks;
realization of growth targets including expansion of facilities and operations;
management of growth;
history of net losses;
difficulty to forecast;
competition;
competition from illicit market;

MediPharm Labs Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

inability to sustain pricing and inventory models;
conflicts of interest;
shareholder activism;
legal proceedings;
product liability;
unknown health impact with use of cannabis products;
product recall;
insurance and uninsured risks;
environmental regulation and risks;
climate change risks;
unfavourable publicity or consumer perception;
catastrophic events;
reliance on production facilities;
information technology system and cyber attack risks;
dependence on supply of cannabis and other key inputs;
maintenance of effective quality control systems;
retention and acquisition of skilled personnel;
publication of negative results of clinical trials;
failure to comply with laws in all jurisdictions;
United States of America entry restrictions;
perceived reputational risk for third parties;
risks related to intellectual property;
anti-money laundering laws and regulation risks;
anti-bribery law violations;
marketing constraints;
research and development;
shelf life of inventory;
scheduled maintenance, unplanned repairs, equipment outages and logistical disruptions;
risks as a result of international expansions;
operations in foreign jurisdictions;
reliance upon international advisors and consultants;
foreign currency risk;
international conflict;
acquisition and integration risk;
access to capital;
estimates or judgments relating to critical accounting policies;
tax risks;
inflation risk;

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$’000s) unless otherwise stated.)

market for the Common Shares;
significant fluctuations in the market price of the Common Shares;
investment in the cannabis sector;
no history of payment of cash dividends;
reporting issuer status;
significant sales of Common Shares;
analyst coverage;
tax issues related to the Common Shares;
market for future offerings of securities;
future sales affecting market price; and
management discretion concerning use of proceeds.

Shareholder Activism

The Company has been subject to shareholder activism and may be subject to such activism in the future, which may include proxy solicitations, shareholder proposals or other actions by activists to effect changes to the Company or to assert influence on our Board of Directors and management. For example, in May 2025, Apollo launched the Proxy Contest against management of the Company to propose a slate of Dissident Nominees for election at the ASM held on June 16, 2025. On June 16, 2025, at the ASM, management's director nominees were elected/re-elected to the Board of Directors, being Chris Halyk, Emily Jameson, John Medland, David Pidduck, Shelley Potts, Keith Strachan and Chris Taves. None of the Dissident Nominees were elected.

Shareholder activism pursued against the Company has in the past, and may in the future, give rise to or result in, among other things: (a) increased costs, including expenses of third-party advisors, insurance, administrative expenses and other associated costs; (b) perceived uncertainties as to our future direction, which could result in reputational harm and the loss of potential business opportunities and could make it more difficult to attract, retain, or motivate qualified personnel, and strain relationships with investors, customers, suppliers, business partners, and regulators; (c) reduction or delay in our ability to effectively and timely execute our current business strategy and to implement new strategies; (d) diversion of the attention of our Board of Directors and management team; (e) potential litigation as a result of proposals by activist shareholders or proxy contests or matters relating thereto; and (f) fluctuations in the Company's share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. Any such shareholder activism could have an adverse effect on our business, financial condition, and results of operations.

Legal Proceedings

From time to time, the Company may be a party to legal and regulatory proceedings, including matters involving governmental agencies, entities with whom it does business and other proceedings arising in the ordinary course of business. The Company will evaluate its exposure to these legal and regulatory proceedings and establish reserves for the estimated liabilities in accordance with generally accepted accounting principles. Assessing and predicting the outcome of these matters involves substantial uncertainties. Unexpected outcomes in these legal proceedings, or changes in management's evaluations or predictions and accompanying changes in or establishment of reserves, could have an adverse impact on

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

the Company’s financial results. In addition, one long-term contract is subject to ongoing litigation, as the counterparty has not fulfilled its contractual obligations for committed amounts.

Any future claims or proceedings against the Company, or any of its directors or officers, could result in monetary damages, which may have a negative impact on the Company’s liquidity and financial condition to the extent that the monetary damages exceed coverage under the Company’s director and officer insurance, or the extent the director and officer insurance coverage is not available. In addition, defending against these claims can result in substantial costs and divert management time and resources.

CRITICAL ACCOUNTING ESTIMATES

See Note 2.3 of the Financial Statements.

CHANGES IN ACCOUNTING POLICIES

There have been no material changes to our critical accounting estimates and policies during the year ended December 31, 2025.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS

Management maintains appropriate information systems, procedures, and controls to provide reasonable assurance that information that is publicly disclosed is complete, reliable, and timely. The Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) of the Company, along with the assistance of senior management under their supervision, have designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Company is made known to the CEO and CFO, and have designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

No changes were made in our design of internal controls over financial reporting during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

It should be noted that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance of control issues, including whether instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management’s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) that controls may be circumvented by the unauthorized acts of individuals, by collusion of two or more people, or by management override.

DISCLOSURE FOR ISSUERS WITH U.S. MARIJUANA-RELATED ACTIVITIES

On February 8, 2018, the Canadian Securities Administrators published the Staff Notice which provides specific disclosure expectations for issuers that currently have, or are in the process of developing, cannabis-related activities in the U.S. as permitted within a particular state’s regulatory framework. All issuers with U.S. cannabis-related activities are expected to clearly and prominently disclose certain prescribed information in required disclosure documents. Different disclosures are required to the extent a reporting issuer is deemed to be directly or indirectly engaged in the U.S. cannabis industry, or deemed to have

MediPharm Labs Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
(All amounts disclosed are expressed in Canadian dollars (C$'000s) unless otherwise stated.)

"ancillary industry involvement", all as further described in the Staff Notice.

As of the date of this MD&A, the Company is not involved in activities that, according to the Staff Notice, would categorize the Company as an issuer with U.S. marijuana-related activities, specifically any cultivation, possession or distribution of marijuana that is illegal under U.S. federal law. The Company's current plans to supply approved CBD APIs to pharmaceutical companies conducting late-stage research, pursuant to its FDA DMF filing (the "U.S. Activities") will be completed in accordance with the appropriate U.S. federal laws under which the Company's activities are considered federally legal.

In accordance with the Staff Notice, the Company will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and intends to supplement and amend the same to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding cannabis regulation. As of the date of this MD&A, the Company has no direct or indirect cannabis-related activity outside of the U.S. Activities that would require additional disclosure pursuant to the Staff Notice.

AI assistant

MediPharm Labs Corp. — Management Reports 2026

47498_rns_2026-03-30_32f886eb-0d63-4703-9304-b9cae93c851e.pdf

MediPharm Labs

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2025

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

USE OF NON-IFRS FINANCIAL MEASURES

Adjusted EBITDA

COMPANY OVERVIEW

Background

Business Overview

Operations and Facilities

Barrie Facility

Napanee Facility

Hope Facility

Company Regulatory History

Product Manufacturing and Sales

Corporate Highlights

Proxy Contest

Subsequent Events

Beacon Medical Australia

Beacon Medical Germany

SELECTED ANNUAL INFORMATION

SUMMARY OF QUARTERLY RESULTS

REVENUE

DISCUSSION OF OPERATIONS

Revenue

Cost of goods sold

Biological assets

Gross profit

General administrative expenses

Marketing and selling expenses

R&D expenses

Share-based compensation expense

Other operating expenses

Finance income

Finance expense

Taxation expense

Other comprehensive income and loss

Discussion and Analysis of the Results for the Three-Month Period Ended December 31, 2025

Discussion and Analysis of the Results for the Twelve-Month Period Ended December 31, 2024

RECONCILIATION OF NON-IFRS MEASURES

Adjusted EBITDA

CAPITAL STRUCTURE

Common Shares

Stock Options and RSUs

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Contractual Obligations

Capital Resources

OFF BALANCE SHEET ARRANGEMENTS

RELATED PARTY TRANSACTIONS

RISK FACTORS

Shareholder Activism

Legal Proceedings

CRITICAL ACCOUNTING ESTIMATES

CHANGES IN ACCOUNTING POLICIES

DISCLOSURE CONTROLS AND INTERNAL CONTROLS

DISCLOSURE FOR ISSUERS WITH U.S. MARIJUANA-RELATED ACTIVITIES

More from MediPharm Labs Corp.

MediPharm Labs Corp. Management Reports 2026