NowVertical Group Inc. — Management Reports 2021

Mar 31, 2021

Good2Go Corp. (A Capital Pool Corporation)

Management’s Discussion and Analysis

For the Year Ended February 28, 2021

(Expressed in Canadian Dollars)

1 King Street West, Suite 1505, Toronto, ON, Canada Telephone: 416 364 4039

OVERVIEW

Good2Go Corp., was incorporated under the laws of the province of Ontario on February 28, 2018 (“Good2Go” or the “Company”) and is classified as a Capital Pool corporation, as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no assets other than cash held in trust. The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non- arm’s length transaction, of the majority of the minority shareholders.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Company, in respect of the sale of its securities, or $210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Company, as defined under the policies of the Exchange. The Company is required to complete its QT on or before 24 months from the date the Company receives regulatory approval.

On June 25, 2020, trading in the Company’s shares were halt traded at the request of the Company pending news and remain halted to date (see Note 8 Proposed Transactions). In accordance with the new CPC regulations, the Company intends to seek shareholder approval to remove the consequences of failing to complete a QT within 24 months of listing as set out in section 15.2(b) (i) of the New CPC Policy; or cancel certain of its Seed Shares and move its listing to NEX as set out in section 14.13 of the Former Policy.

The Company's head office and registered office is located at 1 King Street West, Suite 1505, Toronto, Ontario, M5H 1A1. The Company’s common shares trade on the TSX Venture Exchange under the symbol GOTO.P. The Company’s public filings can be accessed and viewed via the System for Electronic Data Analysis and Retrieval (“SEDAR”) at www.sedar.com.

The following Management’s Discussion and Analysis (“MD&A”) of Good2Go should be read in conjunction with the Company’s Audited Financial Statements for the year ended February 28, 2021, together with notes thereto (the “Financial Statements”). The Company’s Audited Financial Statements for the year ended February 28, 2021, have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee (“IFRIC”). All amounts herein are presented in Canadian dollars, unless otherwise noted. This Management’s Discussion and Analysis is dated March 31, 2021 and has been approved by the Board of Directors of the Company.

FORWARD LOOKING STATEMENTS

Certain statements contained in this MD&A may constitute forward-looking information and forward-looking statements as such terms are defined under Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking statements.

Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties, many of which are beyond the Company’s control, and other factors that may cause actual results or events to differ materially from those anticipated in such forwardlooking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. Forward-looking statements contained in this MD&A speak only as of the date of this MD&A, or such other date as may be specified herein, and are expressly qualified, in their entirety, by this cautionary statement. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factor.

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OVERALL PERFORMANCE

For the year ended February 29, 2021, the Company recorded a net loss and comprehensive loss of $49,717 and a net loss per share of $0.02 compared to a net loss and comprehensive loss of $46,796 and a net loss per share of $0.02 for the year ended February 29, 2020. The net loss and comprehensive loss for fiscal 2021 increased by $2,921 compared to the net loss and comprehensive loss for the year ended February 29, 2020. During the year ended February 28, 2021, the Company experienced an increase of $1,750 in filing fees to $2,743 versus filing fees of $993 for the same twelve month period in the previous year, an increase in shareholders information of $692 compared to Nil in fiscal 2020 and an increase in transfer agent fees in the amount of $517 to $4,608 compared to $4,091 for the year ended February 29, 2020.

PROPOSED TRANSACTIONS

Magical Brands Inc.

The Company entered into a letter of intent dated April 23, 2019, amended as of May 16, 2019, and a letter of intent dated March 4, 2020, amended as of March 31, 2020 (collectively, the “LOI”), pursuant to which the Company and Magical Brands Inc. (“Magical”) agreed to complete a reverse takeover transaction which would constitute a “Qualifying Transaction” for the Company under the policies of the TSX Venture Exchange. Under the terms of the LOI, the Company received a non-refundable deposit of $13,429 (US$10,000) to be applied to its costs incurred in connection with the completion of the Qualifying Transaction. On February 12, 2021, the Company and Magical terminated the proposed Qualifying Transaction.

NowVertical Group, Inc.

On February 17, 2021, the Company entered into a letter of intent (the "LOI") with NowVertical Group, Inc. ("NVG”) under which the Company and NVG agreed to complete a reverse takeover transaction which would constitute a “Qualifying Transaction” for the Company under the policies of the TSX Venture Exchange.

On March 23, 2021, the Company announced that it entered into a Business Combination Agreement with NVG outlining the terms and conditions of a proposed transaction. Pursuant to the Proposed Transaction, amongst other steps, it is contemplated that a wholly-owned U.S. subsidiary of the Company will merge with NVG and the security holders of NVG will become security holders of the Company. The proposed arms-length transaction contemplated is subject to certain conditions and applicable shareholder, corporate and Exchange approvals in order to constitute the Company’s “Qualifying Transaction” as such term is defined under the policies of the Exchange. No assurances are being made that the Qualifying Transaction will be consummated.

RISK AND UNCERTAINTIES

The following describes certain risks, events and uncertainties that could affect the Company and that each reader should carefully consider. Please refer to the Company’s final prospectus dated June 21, 2018, for additional risks, events and uncertainties that could affect the Company.

The Company has not commenced operations and has no assets other than cash held in trust. The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non- arm’s length transaction, of the majority of the minority shareholders. The securities of the Company should be considered a highly speculative investment.

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The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

Risk Disclosures and Fair Values

The Company's financial instruments, consisting of cash held in trust and accounts payable and accrued liabilities approximate fair value due to the relatively short term maturity of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Capital Management

The Company’s objective when managing capital is to maintain its ability to continue as a going concern, in order to provide returns for the shareholders and benefits for other stakeholders. The Company includes equity, comprised of share capital, warrant reserve, contributed surplus, and deficit, in the definition of capital.

The Company's primary objective, with respect to its capital management, is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions and attain a QT for the Company. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
For the year/period ending	February 28, 2021	February 29, 2020
Totalassets	174,276	214,616
Total revenue	-	-
Totalexpenses	49,717	46,796
Netloss	49,717	46,796
Basic and dilutedloss pershare	(0.02)	(0.02)

For the year ended February 29, 2021, the Company recorded a net loss and comprehensive loss of $49,717 and a net loss per share of $0.02 compared to a net loss and comprehensive loss of $46,796 and a net loss per share of $0.02 for the twelve month period ended February 29, 2020. The net loss and comprehensive loss for fiscal 2021 increased by $2,921 compared to the net loss and comprehensive loss for the year ended February 29, 2020.

During the year ended February 28, 2021, the Company experienced an increase of $1,750 in filing fees to $2,743 versus filing fees of $993 for the same twelve month period in the previous year, an increase in shareholders information of $692 compared to Nil in fiscal 2020 and an increase in transfer agent fees in the amount of $517 to $4,608 compared to $4,091 for the year ended February 29, 2020.

For the three months ended February 28, 2021, the Company the Company recorded a net loss and comprehensive loss of $25,382 and a net and comprehensive loss per share of $0.01 compared a net loss and comprehensive loss of $16,136 and a net and comprehensive loss per share of Nil for the three month period ended February 29, 2020.

For the three months ended February 28, 2021, the Company the Company incurred professional fees of $17,049 versus professional fees of $9,451 for the three months ended February 29, 2020, stock exchange fees of $5,876 compared to stock exchange fees of $5,876 for the same three month period in 2020, transfer agent fees of $1,765 compared to transfer agent fees of $809 for the same three month in 2020 and shareholder information costs totaling $692 versus Nil for three month period ended February 29, 2020.

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SUMMARY OF QUARTERLY RESULTS

The following table reflect the summary of quarterly results for the periods set out.

For the quarter ending	February 28, 2021	November 30, 2020	August 31 2020	May 31, 2020
Totalassets	174,276	182,341	202,526	182,998
Total revenue	-	-	-	-
Totalexpenses	25,382	806	18,406	5,123
Netloss	25,382	806	18406	5,123
Basic and dilutedloss pershare	(0.01)	(0.00)	(0.01)	(0.00)

For the three months ended February 28, 2021, the Company the Company recorded a net loss of $25,382 and incurred professional fees of $17,049, stock exchange fees of $5,876, transfer agent fees of $1,765 and shareholder information costs totaling $692.

For the three months ended November 30, 2020, the Company recorded a net loss of $806 and a net loss per share of Nil and recorded transfer agent fees during the quarter of $806.

For the three months ended August 31, 2020, the Company incurred a net loss of $18,406 and a net loss per share of $0.01, and recorded professional fees of $17,314 and transfer agent fees of $1,092.

For the three months ended May 31, 2020, the Company recorded, transfer agent fees of $945, filing fees of $2,743 and professional fees of $1,435 resulting in a net loss of $5,123 and a net loss per share of $0.00.

For the quarter ending	February 29, 2020	November 30, 2019	August 31, 2019	May 31, 2019
Totalassets	214,616	203,040	231,712	242,202
Total revenue	-	-	-	-
Totalexpenses	16,136	27,194	1,365	2,101
Netloss	16,136	27,194	1,365	2,101
Basic and dilutedloss pershare	(0.00)	(0.00)	(0.00)	(0.00)

For the three month period ended February 29, 2020, the Company incurred a net loss of $16,136 and recorded $9,451 in professional fees, $5,876 in listing fees and $809 in transfer agent fees and expenses and a net loss per share of $0.00.

For the three month period ended November 30, 2019, the Company incurred professional fees in the amount of $25,989 and transfer agent fees of $1,205, resulting in a net loss for the quarter of $27,194 and a net loss per share of $0.00.

For the three month period ended August 31, 2019, the Company recorded transfer agent fees of $969 and professional fees of $396 resulting in a net loss for the quarter of $1,365 and a net loss per share of $0.00.

For the three month period ended May 31, 2019, the Company incurred a loss of $2,101 and a net loss per share of $0.00. During the quarter ending May 31, 2019, the Company recorded transfer agent fees of $1,108 and filing fees of $993.

For the three month period ended February 28, 2019, the Company recorded a net loss of $34,431 and a net loss per share of $0.03. During the three month period ended February 28, 2019, the Company incurred professional fees of $28,120, filing fees of $5,200, transfer agent fees of $404, and listing fees of $707.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not had any off-balance sheet arrangements from the date of its incorporation (February 28, 2018) to the date of this MD&A.

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CAPITAL EXPENDITURES

The Company has not had any capital expenditures from the date of its incorporation (February 28, 2018) to February 28, 2021

FINANCING ACTIVITIES

During the year ended February 28, 2021, 208,100 Agent Warrants were exercised for gross proceeds of $20,810.

LIQUIDITY AND CAPITAL RESOURCES

As at February 28, 2021, the Company had current assets of cash held in trust in the amount of $174,276 (February 28, 2020: $214,616). In addition, the Company had current liabilities of $17,591 (February 28, 2020: $29,024) and working capital of $156,685 (February 28, 2020: $185,592) which the Company deems sufficient to meet its ongoing obligations in the coming year.

At February 28, 2021, the Company had 405,000 common share purchase options issued with an exercise price of $0.10 expiring July 16, 2023. If any of these options are exercised, it would generate additional capital for the Company.

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

The Company’s significant accounting policies and critical accounting estimates are summarized in Note 2 to the Financial Statements.

Measurement Uncertainty

The preparation of financial statements, in conformity with IFRS accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates used in the Financial Statements.

NEW ACCOUNTING STANDARDS ISSUED

IFRS 16, Leases (IFRS “16”). Issued in January 2016, IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. IFRS 16 applies to annual reporting periods beginning on or after January 1, 2019. As at February 28, 2021, the Company does not have any significant lease obligations.

SHARE CAPITAL AND RESERVES

a) Share Capital

Authorized: Unlimited common shares

Issued:

The following table sets out the changes in common shares during the period.

	Number of	Amount $
	Common Shares
Balance, February 29, 2020 and February 28, 2019	5,203,570	308,468
Exercise of agent warrants	208,100	31,835
Balance, February 28, 2021	5,411,670	340,303

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In March 2018, the Company issued 3,000,000 common shares at a purchase price of $0.05 per common share for gross proceeds of $150,000. The 3,000,000 common shares issued at $0.05 per share are held in escrow pursuant to the requirements of the Exchange. All common shares issued to directors, officers and shareholders prior to the completion of a Qualifying Transaction are deposited in escrow until the final exchange bulletin is issued.

In July 2018, the Company completed its initial public offering (the “Offering”) of 2,200,000 common shares at a purchase price of $0.10 per common share for gross proceeds of $220,000 and incurred costs of $50,423 directly related to the Offering.

In connection with the Offering, the Company granted to Haywood Securities Inc. (the “Agent”), common share purchase warrants to acquire 220,000 common shares (the “Agent Warrants”). Each Agent Warrant is exercisable to acquire one common share at a price of $0.10 until July 17, 2020. In connection with the Offering, the Agent was paid a cash commission equal to 10% of the aggregate gross proceeds from the Offering, a corporate finance fee of $12,500 and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

In October 2018, 3,570 Agent Warrants were exercised for gross proceeds of $357. The value attributed to these warrants was $189 (see Note 4 b).

In July 2020, 208,100 Agent Warrants were exercised for gross proceeds of $20,810. The fair value attributed to these warrants was $11,025 (see note 4 b).

Weighted Average Shares Outstanding

The following table summarizes the weighted average shares outstanding:

Weighted Average Shares Outstanding, basic and diluted	February 28, 2021 February 29, 2020
	2,335,842 2,203,570

As at February 28, 2021 and February 29, 2020, 3,000,000 common shares were excluded from the calculation as they were contingently issuable and all conditions necessary for their issuance have not been satisfied. As at February 28, 2021, there were 405,000 Options that could be exercised, however they are anti-dilutive (February 29, 2020: 216,430 Warrants and 405,000 Options).

The effects of any potential dilutive instruments on loss per share are anti-dilutive and therefore have been excluded from the calculation of diluted loss per share.

b) Common Share Purchase Warrants

The following table summarizes the changes in warrants for the periods set out:

	Number	Weighted
	of Warrants	Average Price$
Balance, February 29, 2020 and February 28, 2019	216,430	0.10
Agent warrants exercised	(208,100)	0.10
Agent warrants expired	(8,330)	0.10
Balance, February 28, 2021	-	-

In connection with the Offering, the Company granted to the Agent, Warrants to acquire 220,000 common shares. Each Agent Warrant is exercisable to acquire one common share at a price of $0.10 until July 17, 2020. The fair value of the Agent Warrants were estimated on the date of the issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 1.92%, expected volatility 100% and expected life of 2 years. The fair value attributed to the 220,000 Agent Warrants was $11,655.

In October 2018, 3,570 Agent Warrants were exercised for gross proceeds of $357. The fair value attributed to these warrants was $189.

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In July 2020, 208,100 Agent Warrants were exercised for gross proceeds of $20,810. The fair value attributed to these warrants was $11,025.

On July 17, 2020, 8,330 Agent Warrants expired and the fair value attributed the Agent Warrants of $441 was recorded in contributed surplus.

The following table summarizes the outstanding warrants as at February 28, 2021 and February 29, 2020, respectively:

Number of Warrants Exercise Price	Expiry Date Weighted Average Remaining Life(Years) Warrant Value($)
- -	- - -
Number of Warrants Exercise Price	Expiry Date Weighted Average Remaining Life(Years) Warrant Value($)
216,430 $0.10	July17,2020 0.38 11,466

c) Common Share Purchase Options The Company has a stock option plan to provide incentives for directors, officers, employees and consultants of the Company. Options may be granted for a maximum term of five years from the date of the grant. They are non-transferable and are exercisable as determined by the Directors when the option is granted. Options expire within 12 months after completion of a qualifying transaction or within 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire within a maximum period of one year after such death, subject to the expiry date of the option. Any shares issued upon exercise of the options prior to the Company entering into a Qualifying Transaction will be subject to escrow restrictions.

Upon closing of the Offering, the Company granted 405,000 common share purchase options to directors and officers. Each common share purchase option entitles the holder to acquire one common share of the Company at an exercise price of $0.10 until July 16, 2023 (the “Options”). The fair value of the Options were estimated on the date of the issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 2.04%, expected volatility 100%, forfeiture rate 0% and expected life of 5 years. The Company recorded the estimated fair value of the Options of $30,344 as noncash stock-based compensation expense.

The following table is a summary of the status of the Company’s stock options and changes during the period:

Balance, February 28, 2021, February 29, 2020 and February 28, 2019

		Weighted
	Number	Average
	of	Exercise Price
	Options	$
	405,000	0.10

The following table is a summary of the Company's stock options outstanding and exercisable as at February 28, 2021 and February 29, 2020, respectively:

Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life (Years) Expiry Date	Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life (Years) Expiry Date	Options Exercisable Number of Options Weighted Average Exercise Price $
$0.10 405,000	2.38 July16,2023 405,000 0.10

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Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life (Years) Expiry Date	Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life (Years) Expiry Date	Options Exercisable Number of Options Weighted Average Exercise Price $
$0.10 405,000	3.38 July16,2023 405,000 0.10

d) Contributed Surplus

Contributed surplus transaction for the respective periods are as follows:

Balance, February 29, 2020 Expiry of Agent Warrants Balance February 28, 2021	Amount$
	- 441
	441

RELATED PARTY TRANSACTIONS

During the year ended February 28, 2021, the Company incurred legal fees in the amount of $25,713 to WeirFoulds LLP which relate to a proposed Qualifying Transaction (February 29, 2020: $38,820). Wayne Egan, a director of the Company is also a partner of WeirFoulds LLP. At February 28, 2021 $8,403 is included in accounts payable and accrued liabilities (February 29, 2020: $15,820).

During the period ended February 28, 2019, the Company granted 405,000 common share purchase options exercisable at $0.10 until July 16, 2023 to directors/officer of the Company and recorded the estimated fair value of $30,344 as non-cash stock based compensation expense.

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