Nevis Brands Inc. — Interim / Quarterly Report 2023

Jul 20, 2023

NEVIS BRANDS INC. (Formerly Pascal Biosciences Inc.) 1900 Airport Way S, Suite 201, Seattle, WA 98134 Form 51-102F1

Management's Discussion & Analysis of Financial Condition and Results of Operations for the Six Months Ended May 31, 2023

Date: July 20, 2023

Management's Discussion and Analysis

The following management's discussion and analysis (MD&A) of the financial information of Nevis Brands Inc. (formerly Pascal Biosciences Inc.) (the "Company") and results of operations should be read in conjunction with the Company's condensed interim consolidated financial statements for the three and six months ended May 31, 2023 and the audited consolidated financial statements for the year ended November 30, 2022. These documents are intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as forward-looking statements relating to future performance. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and include the operating results of the Company.

This MD&A was reviewed by the Audit Committee and subsequently approved and authorized for issue by the Board of Directors on July 20, 2023. The information contained within this MD&A is current to July 20, 2023.

The Company's critical accounting estimates, significant accounting policies and risk factors have remained substantially unchanged and are still applicable to the Company unless otherwise indicated. All amounts are expressed in Canadian Dollars unless noted otherwise.

Forward-Looking Statements

This MD&A contains forward-looking statements within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature are forward-looking, and the words "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe" "predict" or "likely" or words of a similar nature are generally intended to identify forward-looking statements. The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy, and financial needs. Forward-looking statements in this MD&A include, but are not limited to, statements relating to:

• The Company's expectation that the funds available and/or revenues derived from its operations will be sufficient to cover its expenses over the next 12 months;

• The success of the Company's business activities and programs;

• The timing and amount of future plans, costs of production, capital expenditures, and costs and timing of the development of the Company's business;

• The estimates of expected or anticipated economic returns in relation to development of the Company's business;

• Projections of market prices and costs for the Licensed Products;

• U.S. federal and state regulation of recreational cannabis;

• Requirements for additional capital and the Company's expectations regarding its ability to raise capital;

• The Company's plans and expectations for the Licensed Products;

• The intention to retain Licenses, brands, and Trademarks;

• Statements relating to the business and future activities of, and developments related to the Company to the date of this Listing Statement and thereafter;

• Timing and costs associated with completing the manufacture and delivery of the bottles, tops, labels, and shipping boxes used for the Licensed Products; and

• The Company's expected business objectives for the next 12 months.

All forward-looking statements reflect the Company's beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but rather on management's expectations regarding future activities, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.

By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. In evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading "Risk Factors" in this MD&A. Some of these risks and assumptions include, among others:

• Uncertainty about the Company's ability to continue as a going concern;
• The Company's actual financial position and results of operations may differ materially from the expectations of the Company's management;
• The Company may not be able to secure additional financing for current and future operations and capital projects;
• Inherent uncertainties and risks associated with the Licensed Products;
• The possibility that future results will not be consistent with the Company's expectations;
• The risk that the brands and Trademarks that support the Licensed Products could be challenged;
• Risks related to the Company's ability to attract and retain qualified personnel, including the ability to keep essential operational staff in place as a result of COVID-19;
• Uncertainties related to global financial and economic conditions and the impact of market reaction to the COVID-19 pandemic, including potential disruptions to the manufacture, marketing, and sales of the Licensed Products;
• Risks associated with the Licensed Products being subject to change by U.S. state regulations;
• Competition for, among other things, capital acquisitions of resources and skilled personnel;
• Uninsured risks and hazards;
• Risks associated with potential conflicts of interest of the Company's executive officers and directors;
• The market price for Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control;
• Changes in market dynamics, including business relationships and competition;
• The safety, efficacy, and quality of the Licensed Products and the consumer perception thereof;
• Conflicts with third parties to manufacture, develop, distribute, and sell the Licensed Products;
• Recall of the Licensed Products; and

• Negative cash flow from the Company's operations

Although the forward-looking statements contained in this MD&A are based upon what management believes to be reasonable assumptions, we cannot assure readers that actual results will be consistent with these forward-looking statements. Any forward-looking statements represent estimates only as of the date of this MD&A and should not be relied upon as representing estimates as of any subsequent date. The Company undertakes no obligation to update any forwardlooking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as may be required by securities legislation.

Overview

The Company was incorporated on January 28, 2011 pursuant to the Business Corporations Act (British Columbia). On May 24, 2013, the Company acquired all the issued and outstanding shares of bioMmune Advanced Technologies Inc. ("BAT"), a private company (incorporated on July 5, 2012) formed to commercially exploit a number of patents and patent applications that surround three technologies. On March 27, 2017, the Company incorporated a wholly owned subsidiary in Seattle, Washington, named Nevis Brands, Inc. (formerly Pascal Biosciences US, Inc.) ("Nevis (US)"), a Tier 2 Biotechnology Issuer targeting therapies for serious diseases. Nevis was developing treatments for cancer with targeted therapies for glioblastoma and acute lymphoblastic leukaemia. In addition, the Company was developing cannabinoid-based therapeuticsfor application to control cancer and COVID-19. The Company traded on the TSXV Exchange under the trading symbol "PAS". Subsequent to May 31, 2023, the Company de-listed from the Exchange and listed on the Canadian Securities Exchange ("CSE") upon receiving approval under the trading symbol "NEVI" and changed its name from Pascal Biosciences Inc. to Nevis Brands Inc.

Additional information relating to the Company can be found on the SEDAR website at www.sedar.com.

Overall Performance

Research and Development

In March 2017, Nevis (US), Inc. began operating a research and development lab in Seattle, Washington. The Company currently has two full-time employees: the CEO and the Director of Operations.

To contribute to research efforts during the coronavirus pandemic, Nevis scientists searched for compounds, including cannabinoids, that have activity against SARS-CoV-2 in cell-based assays.

On July 14, 2020, the Company announced that it has discovered certain cannabinoids that block replication of SARS-CoV-2, the coronavirus that causes COVID-19. The best cannabinoid tested had potency similar to that of remdesivir, an approved drug from Gilead that decreases recovery time for COVID-19 patients.

On September 14, 2020, the Company and SōRSE Technology Corporation ("SōRSE") announced that they entered into a Collaborative Research Agreement (the "Agreement") to advance Nevis' PAS-393, an immune-stimulating cannabinoid for cancer treatment, into clinical testing. Under the Agreement, Nevis and SōRSE shared their respective technologies to optimize both the cannabinoid and its formulation, aiming ultimately to test PAS-393 in cancer patients treated with checkpoint inhibitors. This partnership leveraged SōRSE's industry-leading formulation technology with Nevis' proprietary cannabinoid molecule for testing in clinical trials. The Agreement was anchored by Nevis' intellectual property which covers the use of cannabinoids in cancer patients treated with checkpoint inhibitors. SōRSE provided US $650,000 in research funding to Nevis throughout the 15-month collaboration and paid for related research expenditures, which was applied against salaries. The relative success of this agreement caused the Company to consider an increased focus on collaborative and contract research to offset the cost of internal programs.

On September 22, 2020, the Company confirmed that certain cannabinoids block SARS-CoV-2 replication in two different assays and subsequently demonstrated the effect in two additional in vitro models of infection. Nevis believed it was the first to identify a cannabinoid that directly inhibits replication of the virus, and applied for patent protection for this unique discovery. Subsequent searches of recent patent applications confirmed Nevis was the first to file for this discovery. The data suggest that a Nevis-identified cannabinoid has the potential to limit the severity and progression of COVID-19.

On March 18, 2021, the Company was awarded a grant of US$321,406 from the National Cancer Institute of the US National Institutes of Health (NIH). This two-year award has funded development of Nevis' antibody drug for B cell Precursor Acute Lymphoblastic Leukaemia (ALL), which is the most common childhood leukaemia.

On February 11, 2023, the Company signed an asset purchase agreement (the "Agreement") with SōRSE to acquire from SōRSE the assets comprising THC Essentials, as amended March 31, 2023, April 2, 2023, April 26, 2023, May 29, 2023 and June 8, 2023. Closing must be on or before June 30, 2023 (the "Closing Date") and the Company's shares must be listed on the CSE (the "Listing Date'). The purchase price of US$1,125,000 will be paid as follows: (i) a secured promissory note of US$500,000, bearing interest at 7.5% per annum payable 13 months from the Closing Date, (ii) an aggregate of the greater of 3,775,000 post-consolidation shares and 9.9% of the number of post-consolidation shares Nevis has issued and outstanding on the Closing Date, and (iii) US$625,000 payable on the Closing Date.

The closing occurred on July 6, 2023, whereby a reorganization occurred. The reorganization included, inter alia, closing both a private placement of $2,000,000 and the acquisition of THC Essentials, issuing 1,246,372 shares for debt, the appointment of a new CEO and a change of directors, a name change and a share consolidation on the basis of one new share for five old shares and listing on the CSE. The share consolidation occurred on June 12, 2023.

During the six months ended May 31, 2023, the Company closed down its research labs and stopped its research and development activities related to cancer programs. The Company evaluated the change in their business in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and determined that it did not meet the definition of discontinued operations as it did not represent a separate major line of business.

Please refer to "Core Technologies" below for updates on the Company's research and development.

Share Capital

On December 18, 2020, the Company granted 80,000 stock options to directors and employees of the Company. The stock options are exercisable at a price of $0.75, for a period of five years and vest quarterly over one year. The fair value of the stock options was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate of 0.35%, expected dividend rate of 0%; expected volatility of 94.21% and forfeiture rate of 0%. The fair value of the options was calculated at $42,621.

On February 8, 2021, the Company closed the first tranche of a private placement by issuing 1,120,000 Units for gross proceeds of $560,000. Each Unit consists of one common share and one common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.75 per share for a period of 24 months from the date of closing, subject to an acceleration clause, under which the Company may exercise once the Units are free of resale restrictions and if the Company's shares are trading at or above a volume weighted average price of $2.00 for 10 consecutive trading days. The Warrants will expire upon 30 days from the date the Company provides notice in writing to the Warrant holders via a news release. The Company paid $32,200 in finder's fees related to the closing of the first tranche.

On March 17, 2021, the Company closed the second tranche of a non-brokered private placement by issuing 380,000 Units at a price of $0.50 per Unit for gross proceeds of $190,000. Each Unit consists of one common share and one common share purchase warrant (each a "Warrant") Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.75 per share for a period of twenty-four months from the date of closing, subject to an acceleration clause, under the exercise acceleration clause, which the Company may exercise once the Units are free of resale restrictions and if the Company's shares are trading at or above a volume weighted average price of $2.00 for 10 consecutive trading days. The Warrants will expire upon 30 days from the date the Company provides notice in writing to the Warrant holders via a news release. The Company paid $1,365 in finder's fees and incurred cash share issuance costs of $12,487 related to the closing of the second tranche. The Company allocated $9,500 of the gross proceeds to warrants using the residual method.

On April 20, 2021, the Company granted an aggregate of 575,000 stock options to directors, employees and consultants, pursuant to the Company's stock option plan and subject to the policies of the TSX Venture Exchange. The stock options are exercisable at a price of $0.40 per share, exercisable for a period of five years and will vest quarterly over one year. The fair value of the stock options was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate of 0.75%, expected dividend rate of 0%; expected volatility of 94.59% and forfeiture rate of 0%. The fair value of the options was calculated at $164,478.

On September 3, 2021, the Company granted 100,000 stock options to the Company's former CEO, Rob Gietl. The stock options are exercisable at a price of $0.40 per share, exercisable for a period of five years and vest immediately on grant. The fair value of the stock options was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate of 0.98%, expected dividend rate of 0%; expected volatility of 95.83% and forfeiture rate of 0%. The fair value of the options was calculated at $31,082.

On January 4, 2022, the Company issued 100,000 common shares, with a fair value of $46,000 to the former CEO, Rob Gietl, per his employment agreement in lieu of two months' worth of salary. The fair value of $46,000 was recorded as shares to be issued in lieu of salary as at November 30, 2021.

On February 28, 2022, the Company granted 100,000 stock options to the former CEO, Brian Bapty. The stock options are exercisable at a price of $0.40 per share, for a period of five years and will vest quarterly over one year. The fair value of the stock options was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate of 1.73%, expected dividend rate of 0%, expected volatility of 94.02%, and forfeiture rate of 0%. The fair value of the options was calculated at $28,772.

During the six months ended May 31, 2023, 120,000 stock options, with a weighted average exercise price of $0.58 per share expired and 1,500,000 warrants, with a weighted average exercise price of $0.75 per share expired unexercised.

Management

On March 22, 2021, the Company announced the resignation of a director of the Company, Dr. Karoly Nikolich and the appointment of Kevin Egan to the position of Chief Business Officer. In addition, Judi Dalling retired as CFO as at April 30, 2021.

On June 16, 2021, the Company announced the appointment of Hardy Forzley as Chief Financial Officer of the Company.

On August 31, 2021, Mr. Mark van der Horst retired as Vice President, Corporate Communications, and Kevin Egan retired as Chief Business Officer.

On September 7, 2021, the Company announced the appointment of Rob Gietl as Chief Executive Officer, President and Director. Mr. Gietl succeeded Dr. Patrick Gray, who became Chairman of the Board of Directors.

On February 8, 2022, the Company received a Notice of Civil Claim against the Company from Rob Gietl, a former officer of the Company for damages due to a breach of contract and wrongful termination. The claim against the Company is for 100,000 common shares of the Company to be issued to the former officer, punitive damages, interest and costs. The 100,000 common shares were issued during the year ended November 30, 2022. No other amounts have been accrued in respect of this claim.

On February 28, 2022, the Company appointed Dr. Brian Bapty as its new Chief Executive Officer, President and Director and granted him 100,000 stock options. The stock options are exercisable at a price of $0.40 per share, for a period of five years, vesting quarterly over one year.

On March 21, 2022, the Company entered into a settlement agreement with an arm's length party to settle debt of $116,550 for $30,000 in cash, resulting in a gain on debt settlement of $86,550.

On November 30, 2022, Dr. Brian Bapty ceased to be Chief Executive Officer, President and Director and Dr. Patrick Gray was appointed interim Chief Executive Officer and President.

On November 30, 2022, the Company entered into a settlement agreement with an arm's length party to settle debt of $53,136 for $42,171 in cash, resulting in a gain on debt settlement of $10,965.

On November 30, 2022, the Company entered into agreements with non-arm's length parties stating that Company will issue 240,849 common shares of the Company and $5,000 in cash to settle debt of $195,840. On December 30, 2022, the Company entered into an agreement with a non-arm's length party to settle debt of $402,209 by issuing 1,005,523 common shares of the Company at a deemed price of $0.40 per share. Subsequent to May 31, 2023, the Company issued the common shares and paid $5,000 in cash to settle the debt.

On January 19, 2023, the Company received a Notice of Application from Rob Gietl, a former officer, seeking damages due to a breach of contract and wrongful termination.

Subsequent to May 31, 2023, the Company reached a settlement with the former officer, whereby the Company will pay $126,000 to the former officer over a period of eight months.

On June 12, Dr. Patrick Gray ceased to be Chief Executive Officer and President, and John Kueber was appointed Chief Executive Officer and President. Dr. Patrick Gray continued his duties as Director.

On June 12, 2023, Thomas Gadek, Michael Shepherd and Terry Pearson resigned as directors and John Kueber, John Bell and Vahan Ajamian were appointed directors.

Financial Position

The condensed interim consolidated statement of financial position as of May 31, 2023 indicates a cash position of $153,699 (November 30, 2022: $8,370). Current assets are comprised of prepaid expenses of $14,218 (November 30, 2022: $3,245) and accounts receivable of $7,354 (November 30, 2022: $7,208).

Current liabilities at May 31, 2023 total $1,141,481 (November 30, 2022: $851,203), comprised of accounts payable and accrued liabilities of $816,275 (November 30, 2022: $626,586) and short-term loan due to a related party of $325,206 (November 30, 2022: $224,617). Non-current liabilities at May 31, 2023 are comprised of long-term accounts payable of $41,965 (November 30, 2022: $111,725).

Shareholders' equity is comprised of share capital of $13,052,100 (November 30, 2022: $13,052,100), share subscriptions received of $150,000 and reserves of $365,205 (November 30, 2022: $424,152).

As at May 31, 2023, the Company had a working capital deficit of $966,210 (November 30, 2022: $832,380).

The weighted average number of common shares outstanding, basic and diluted as at May 31, 2023 was 13,118,955 (November 30, 2022: 13,099,723).

Core Technologies

• 1. Cannabinoid-based therapeutic for glioblastoma: Nevis was developing PAS-403 for the treatment of glioblastoma. This program was initially licensed from the University of Washington. Nevis developed a manufacturing process for PAS-403 and completed much of the preclinical pharmacology efforts required for filing an Investigational New Drug with the FDA. The PAS-403 technology was returned to the University of Washington in Q1 2023.
• 1. VpreB antibody for the treatment of B cell precursor acute lymphoblastic leukaemia (ALL) and other leukaemias and lymphomas:

Nevis discovered a monoclonal antibody for the treatment of ALL, the most common childhood cancer. The Company was awarded a grant of US$321,406 from the National Cancer Institute of the US National Institutes of Health (NIH). This twoyear award funded development of Nevis' antibody drug for ALL. Nevis' scientists determined their antibody had only limited potential for treating ALL, so the project was discontinued at the end of 2022.

1. Novel natural compounds that are able to increase antigen expression on the surface of tumour cells, making them more visible to the immune system. These molecules may be useful as cancer therapeutics by enabling increased killing of cancer cells by the immune system.

Nevis scientists identified a natural cannabinoid, PAS-393, as a potential therapeutic compound that may render cancer cells more visible to immune surveillance. Such a molecule has the potential to increase cancer cell recognition, thus dramatically increasing the efficacy of checkpoint inhibitors (therapeutic monoclonal antibodies) which release the cancer killing effects of cytolytic T cells. This technology was part of a collaboration and has been returned to the University of British Columbia.

1. Cannabinoid therapeutic for treating COVID-19: The coronavirus pandemic has triggered a massive, worldwide effort to develop effective vaccines and treatments for COVID-19. Despite the previous global focus on cancer research and treatment, the tremendous disruption of entire economies and health care systems worldwide stimulated Nevis'scientists to direct efforts towards a cannabinoid-based treatment for COVID-19.

The decision was made to test a variety of cannabinoids for effects on the SARS-CoV-2 coronavirus since previously published data suggest that some cannabinoids have anti-viral functions. In addition, it has been shown that cannabinoids can upregulate major histocompatibility complex Type 1 (MHC-I) molecules that are expressed on the surface of tumour cells. As has been demonstrated in several infection models, this MHC upregulation also helps the immune system identify virus-infected cells. It has been observed that cannabis extracts downregulate the expression of receptors for the SARS-

CoV-2 virus. Furthermore, some cannabinoids have immunomodulatory activity that can mitigate the uncontrolled inflammatory response known as a "cytokine storm" and subsequent upregulation of inflammatory proteins, which are often seen in the most severe COVID-19 patients.

Since cannabinoids have the potential to limit the severity and progression of COVID-19, selected compounds were tested in a cell-based assay. It was found that one of Nevis' lead cannabinoids inhibits SARS-CoV-2 growth in primate cells in vitro. Nevis hassince confirmed this SARS-CoV-2 anti-viral activity in four different laboratories, using different assay conditions and different strains of SARS-CoV-2. Significantly, the potency of the Nevis-selected cannabinoid in this assay was similar to that of remdesivir, a drug authorized by the FDA for emergency treatment of COVID-19. These initial observations illuminate the potential of cannabinoids for the treatment of COVID-19.

Our initial results suggest that cannabinoids may act upon the virus or the virus-infected host cells cell to reduce virus infectivity or viral replication. However, it is likely that the scope of the benefit to the patient will extend far beyond the direct effect on the virus-cell interaction. The capacity of certain cannabinoids to restore cancer cell recognition by the immune system has been previously demonstrated. Many viruses, as with certain cancers, render their host cells invisible to immune recognition to protect them from destruction and removal. Cannabinoids may reverse this effect. In addition, cannabinoids are known for their anti-inflammatory properties. Thus, they may benefit the patient, much like dexamethasone does, in the later phase of disease when run-away inflammation is one of the main causes of tissue injury and even death.

Patents

Intellectual property and other proprietary rights are essential to the Company's business. The Company has filed patent applications to protect technology, inventions and improvements of inventions that are important for the development of the business.

In January 2018, the Company filed a provisional patent application, "Cannabinoids and derivatives for promoting immunogenicity of tumour and other infected cells", covering cannabinoid-like compounds that restore immune recognition of cancer cells thus increasing their subsequent destruction. The non-provisional application was filed on January 21, 2019 with co-inventors from UBC. This provisional patent has recently been returned to UBC.

Pursuant to the terms of the license agreement with the University of Washington in October 2018, the Company has retained the patent portfolio surrounding development of a cannabinoid-based product for the treatment of glioblastoma multiforme and brain metastases. The patent "Composition and methods for treating glioblastoma" filed in August 2011 by the University of Washington was granted by the United States Patent and Trademark Office in May 2015 (US Patent Number: 9,034,895) with expiry in November 2031.

In August 2018, the University of Washington filed a provisional patent titled "Modified Carbazoles Destabilize Microtubules and Kill Glioblastoma Multiforme Cells and BRAF Mutant Cancers," covering the cannabinoid-based compounds for treatment of glioblastomas and brain metastases. In August 2019, the Company filed a non-provisional patent application for patent protection. The Company has returned these provisional patents to the University of Washington.

In July 2019, the Company filed a provisional patent titled "Composition and Methods of Targeting the Pre-B Cell Receptor for the Treatment of Leukaemias and Lymphomas. In July 2020, the Company filed a non-provisional application for patent protection. The company has abandoned this patent application.

In July 2020, the Company filed a provisional patent titled: "Method of Treating Coronavirus Infections with Cannabinoids and Derivatives". In July 2021, the Company filed a non-provisional application for patent protection and is continuing to pursue this application.

Results of Operations

Three months ended May 31, 2023

During the three months ended May 31, 2023, the Company reported a net loss and comprehensive loss of $83,210 ($0.01 basic and diluted loss per share) compared to a net loss and comprehensive loss of $48,633 ($0.00 basic and diluted loss per share) for the three months ended May 31, 2022.

During the six months ended May 31, 2023, the Company reported a net loss and comprehensive loss of $215,844 ($0.02 basic and diluted loss per share) compared to a net loss and comprehensive loss of $184,097 ($0.01 basic and diluted loss per share) for the six months ended May 31, 2022.

Summary of Quarterly Results

The following table presents selected quarterly financial information of the Company for the eight most recently completed quarters of operation prepared in accordance with IFRS and expressed in Canadian Dollars.

	2023		2022				2021
	Q2	Q1	Q4	Q3	Q2	Q1	Q4	Q3
	$	$	$	$	$	$	$	$
Revenue	-	-	-	-	-	-	-	-
Net and
comprehensive (gain)
loss	83,210	132,634	201,453	94,730	48,633	135,464	402,196	241,275
Basic and diluted
loss per share	(0.01)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)

Share-based payments impacts expenses and net and comprehensive loss as follows: Q2 2023: $nil, Q1 2023: $1,774, Q4 2022: $4,174, Q3 2022: $7,816, Q2 2022: $19,972, Q1 2022: $15,508, Q4 2021: $25,446 and Q3 2021: $102,602. Losses during the most recent three quarters are significantly lower due mainly to reduced salaries and research and development expenses. During Q4 of 2021, the Company received US $50,000 from SōRSE, recorded a receivable of US $100,000, pursuant to the collaborative research agreement, and applied these funds against salary expense. The Company recorded a bad debt expense of $129,477 during Q4 2022 and $50,723 during Q4 2021. The Company also recognized a gain on debt settlement of $86,550 during Q2 2022.

The Company's significant accounting policies are set out in Note 3 of the audited annual consolidated financial statements as at and for the year ended November 30, 2022.

				Analysis of Quarterly Results
--	--	--	--	-------------------------------

	Three MonthsEnded May 31,			Six MonthsEnded May 31,
	Notes	2023	2022	2023	2022
		$	$	$	$
Accounting and audit fees	a)	19,411	23,217	57,747	37,548
Administrative and general office		988	15,803	4,842	26,958
Amortization		-	2,729	-	5,457
Bank charges and interest		703	823	1,772	2,363
Consulting fees	b)	5,115	11,441	18,602	2,880
Salaries and benefits	c)	-	65,407	-	161,423
Foreign exchange		(182)	(1,367)	5,177	(3,353)
Insurance		-	5,041	712	9,820
Investor relations and marketing		1,636	610	8,441	(5,083)
Legal fees	d)	43,509	8,456	82,353	14,858
Research and development	e)	3,747	(25,390)	40,248	(27,183)
Share-based payments	f)	-	19,972	1,774	35,480
Transfer agent, listing and filing fees		8,363	8,441	19,085	11,622
Travel and entertainment		-	-	-	(741)
Interest income		-	-	-	(1,402)
Other income	g)	(58)	-	(17,643)	-
Gain on sale of equipment		(22)	-	(7,266)	-
Gain on debt settlement	h)	-	(86,550)	-	(86,550)

a) Accounting and audit fees:

The increase is due to higher accounting fees incurred for work associated with the Transaction with SōRSE and preparation of pro-forma financial statements during the six months ended May 31, 2023 as compared to lower accounting fees incurred during the six months ended May 31, 2022.

b) Consulting fees:

There was a reclassification from consulting fees to share issue costs during the six months ended May 31, 2022, therefore the consulting fees were lower during that period.

c) Salaries and benefits:

During the year ended November 30, 2022, the Company laid off most of its employees due to cash constraints, therefore there were no salaries recorded during the six months ended May 31, 2023.

d) Legal fees:

The increase is due to higher legal fees incurred for work associated with the Transaction with SōRSE during the six months ended May 31, 2023 as compared to lower legal fees incurred during the six months ended May 31, 2022.

e) Research and development:

During the six months ended May 31, 2022, research and development was reduced due to cash constraints. In comparison, during the six months ended May 31, 2022, there was a recovery of $27,183 of research and development due to the Company receiving more funding from the NIH grant than expenses incurred.

f) Share-based payments:

The decrease is due to no stock options being granted during the six months ended May 31, 2023 as compared to 100,000 stock options granted during the six months ended May 31, 2022.

g) Other income:

The increase is due to the Company providing consulting services related to grant applications.

h) Gain on debt settlement:

The Company recorded a gain on debt settlement of $86,550 on debt with an arm's length party, compared to a gain on debt settlement of $nil during the six months ended May 31, 2023.

Liquidity & Capital Resources

The Company has financed its operations to date through the issuance of common shares.

	May 31,2023	November 30,2022
	$	$
Working capital deficiency	(966,210)	(832,380)
Deficit	14,575,480	14,420,357

During the six months ended May 31, 2023, net cash used in operating activities was $112,526 (2022: $71,718), comprised of a loss of $215,844 (2022: $184,097) net of amortization expense of $nil (2022: $5,457), share-based payments of $1,774 (2022: $35,480), gain on sale of equipment of $7,266 (2022: $nil), gain on debt settlement of $nil (202: $86,550), an increase in prepaid expenses of $10,973 (2022: increase of $12,680), an increase in accounts receivable of $146 (2022: decrease of $10,070), and an increase in accounts payable and accrued liabilities of $119,929 (2021: increase of $160,602).

During the six months ended May 31, 2023, cash from investing activities was $7,266 (2022: $nil), comprised of proceeds from the sale of equipment.

During the six months ended May 31, 2023, cash from financing activities was $250,859 (2022: $104,917), comprised of proceeds from short-term loan and subscriptions received of $150,000 (refer to Share Capital above).

During the year ended November 30, 2021, the Company was awarded a grant of US$321,406 from the National Cancer Institute of the US National Institutes of Health (NIH), which will further augment the Company's cash position. This twoyear award will fund development of Nevis' antibody drug for Acute Lymphoblastic Leukaemia (ALL). During the six months ended May 31, 2023, the Company incurred $71,113 (US$52,565) (2022: $48,519/US$38,171) in research and development expenditures against income of $30,865 (US$22,814) (2022: $48,519/US$38,171) in funding from NIH.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that would potentially affect current or future operations or the financial condition of the Company.

Related Party Transactions

The following is a summary of related party transactions that occurred during the three and six months ended May 31, 2023 and 2022:

		Three monthsended May 31,		Six monthsended May 31,
Services provided by:		2023	2022	2023	2022
		$	$	$	$
Key management salaries/fees	a)	7,500	54,900	15,000	93,866
Director and officer salaries/fees	b)	-	-	-	15,132
Share-based payments		-	18,107	-	27,947
Benefits		-	-	-	18,163
		7,500	73,007	15,000	155,108

Related parties include:

• a) Key management salaries include amounts paid to the current CEO, former CEO and the CFO.
• b) Director and officer salaries include amounts paid to the former Vice President of Research and the former Vice President of Therapeutic Development.

Included in accounts payable and accrued liabilities is $303,273 (November 30, 2022: $473,595) payable to directors and officers of the Company. The amounts in accounts payable and accrued liabilities are non-interest bearing and due within 30 days. Additionally, there are loans to the Company by a director of the Company totalling $325,206 (US $163,131) (November 30, 2022: $224,617 /US$137,818). The loan is unsecured, is due on demand and bears no interest.

On November 30, 2022, the Company entered into agreements with non-arm's length parties stating that Company will issue 1,204,245 common shares of the Company and $5,000 in cash to settle debt of $195,840. On December 30, 2022, the Company entered into an agreement with a non-arm's length party to settle debt of $402,209 by issuing 5,027,613 common shares of the Company at a deemed price of $0.08 per share. As at May 31, 2023, the Company has not issued the common shares and the full amount is recorded in accounts payable and accrued liabilities. Subsequent to May 31, 2023, the Company issued the common shares and paid $5,000 in cash to settle the debt.

Contingency

On February 8, 2022, the Company received a Notice of Civil Claim against the Company from a former officer of the Company for damages due to a breach of contract and wrongful termination. The claim against the Company is for 500,000 common shares of the Company to be issued to the former officer, punitive damages, interest and costs. The 500,000 common shares with the fair value of $46,000 were issued during the six months ended May 31, 2022. No other amounts have been accrued in respect of this claim.

On January 19, 2023, the Company received a Notice of Application from the former officer.

Subsequent to May 31, 2023, the Company reached a settlement with the former officer, whereby the Company will pay $126,000 to the former officer over a period of eight months.

Financial Instruments & Other Instruments

(a) Fair value

Financial instruments recognized at fair value on the consolidated statements of financial position must be classified in one of the following three fair value hierarchy levels:

Level 1 – measurement based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities;

Level 2 – measurement based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability; or

Level 3 – measurement based on inputs that are not observable (supported by little or no market activity) for the asset or liability.

As at May 31, 2023 and November 30, 2022, the Company's financial instruments are comprised of cash, receivables and accounts payable and accrued liabilities. The carrying amounts reported in the consolidated statements of financial position for cash, receivables, short-term loan payable, and accounts payable and accrued liabilities approximate fair values due to the short-term maturities of these financial instruments.

(b) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge its obligation and cause the other party to incur a financial loss. The Company considers its exposure to credit risk to be low, as its cash is deposited with a large financial institution with a strong credit rating. During the year ended November 30, 2022, the Company recorded a provision of $129,477 against receivables from SōRSE.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meets its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due.

At May 31, 2023, the Company had cash and cash equivalents of $153,699 (November 30, 2022: $8,370) available to apply against short-term business requirements and current liabilities of $1,141,481 (November 30, 2022: $851,203). All of the liabilities presented as accounts payable and accrued liabilities are due within 90 days of May 31, 2023. The short-term loan payable is due on demand.

(d) Currency risk

The Company is exposed to currency risk to the extent expenditures incurred or funds received and balances maintained by the Company are denominated in currencies other than the Canadian dollar. The Company does not manage currency risks through hedging or other currency management tools.

US dollars	2023	2022
	$	$
Cash	1,846	20,023
Accounts receivable	-	100,000
Accounts payable	(324,089)	(306,291)
Short-term loan	(100,131)	(99,818)
Net exposure to foreign currency risk	(422,374)	(286,086)
Canadian dollar equivalent	(574,556)	(361,842)

As at May 31, 2023 and 2022, the Company's net exposure to foreign currency risk is as follows:

Based on the above net foreign currency exposure, and assuming all other variables remain constant, a 7% weakening or strengthening of the Canadian dollar against the US dollar would have an immaterial effect on the Company's net loss and comprehensive loss.

(e) Other price risk

Other price risk is the risk that future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to significant other price risk.

Risks and Uncertainties

Overview

An investment in the Company's shares should be considered highly speculative due to the nature of the Company's business and the present stage of its development. In evaluating the company and its business, shareholders should carefully consider, in addition to the other information contained in this management discussion and analysis, the following risk factors. These risk factors are not a definitive list of all risk factors associated with the Company. It is believed that these are the factors that could cause actual results to be different from expected and historical results. Investors should not rely upon forwardlooking statements as a prediction of future results.

Competition

The market for the Company's technology is highly competitive.

Litigation to Protect Company's Intellectual Property

The Company's future success and competitive position depends in part upon its ability to maintain its intellectual property portfolio. There can be no assurance that any patents will be issued on any existing or future patent applications. Even if such patents are issued, there can be no assurance that any patents issued or licensed to the Company will not be challenged. The Company's ability to establish and maintain a competitive position may be achieved in part by prosecuting claims against others who it believes to be infringing its rights. In addition, enforcement of the Company's patents in foreign jurisdictions will depend on the legal procedures in those jurisdictions. Even if such claims are found to be invalid, the Company's involvement in intellectual property litigation could have a material adverse effect on its ability to distribute any products that are the subject of such litigation. In addition, the Company's involvement in intellectual property litigation could result in significant expense, which could materially adversely affect the use responsibilities, whether or not such litigation is resolved in the Company's favour.

Legal Proceedings

In the course of the Company's business, the Company may from time to time have access to confidential or proprietary information of third parties, and these parties could bring a claim against the Company asserting that it has misappropriated their technologies and had improperly incorporated such technologies into its products. Due to these factors, there remains a constant risk of intellectual property litigation affecting the Company's business. In the future, the Company may be made a party to litigation involving intellectual property matters and such actions, if determined adversely, could have a material adverse effect on the Company.

Dependence upon Management

Although the Company Issuer is expected to have experienced senior management and personnel, it will be substantially dependent upon the services of a few key personnel. The loss of the services of any of these personnel could have a material adverse effect on the business of the Company. The Company may not be able to attract and retain personnel on acceptable terms given the intense competition for such personnel among high technology enterprises. If it loses any of these persons, or is unable to attract and retain qualified personnel, its business, financial condition and results of operations may be materially and adversely affected.

Going Concern

The ability of the Company to continue as a going concern is dependent on its ability to generate future profitable operations and to obtain additional debt or equity financing. There can be no assurance that the Company's operations will achieve profitability in the future or that the the Company will be able to successfully obtain financing on commercially reasonable terms or at all.

Limited Operating History

The Company has neither a history of earnings nor has it paid any dividends and it is unlikely to pay dividends or enjoy earnings in the immediate or foreseeable future.

Conflicts of Interest

Certain of the directors and officers of the Company are engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including research and development companies) and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest. The Business Corporations Act, (British Columbia) ("BCBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to an issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.

Market risk

The Company's securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.

Share Price Volatility and Price Fluctuations

In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies, have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that these price fluctuations and volatility will not continue to occur.

Other MD&A requirements

Information available on SEDAR

As specified by National Instrument 51-102, the Company advises readers of this MD&A that important additional information about the Company is available on the SEDAR website – www.sedar.com.

Disclosure by venture issuer

An analysis of the material components of the Company's general and administrative expenses is disclosed in the condensed interim consolidated financial statements for the three and six months ended May 31, 2023 and 2022.

Outstanding share data

Common shares issued and outstanding as at May 31, 2023 are described in detail in Note 5 to the condensed interim consolidated financial statements for the six months ended May 31, 2023 and 2022.

As at the date of this document, the Company had the following number of securities outstanding:

Number of shares
Issued and outstanding	Number of options	Exercise price	Expiry date
38,140,327
	160,000	$1.75	August 2, 2023
	100,000	$0.40	November 30, 2023
	80,000	$0.75	December 18, 2025
	475,000	$0.40	April 20, 2026
	2,240,000	$0.10	July 6, 2028
	Number of sharepurchase warrants	Exercise price	Expiry date
	8,130,000	$0.20	June 30, 2024
	2,632,750	$0.20	July 6, 2024