Psyched Wellness Ltd.

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(formerly Duncan Park Holdings Corporation)

Management’s Discussion and Analysis

For the three and six months ended May 31, 2020 and 2019

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Introduction

The following is the Management’s Discussion and Analysis (“MD&A”) of the results of operations and financial condition of Psyched Wellness Ltd. (formerly Duncan Park Holdings Corporation) (“Psyched”, “we” or the “Company”) as at and for the period ended May 31, 2020. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and related notes for the three and six months ended May 31, 2020 and 2019, as well as the audited financial statements and related notes for the year ended November 30, 2019. The Company’s unaudited condensed interim consolidated financial statements for the three and six months ended May 31, 2020 and 2019, and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All figures are expressed in Canadian dollars unless stated otherwise.

This MD&A also covers the subsequent period up to July 27, 2020.

Description of Business

Psyched previously operated in the mining industry and devoted its efforts to establish commercially viable mineral properties by exploring for gold and other precious metals in politically stable areas of the world. By completing the Share Exchange (defined hereafter), the Company is changing its business focus to specialize on formulating, selling, and distributing mushroom infused products and associated consumer packaged goods. The Company’s objective is to create premium mushroom products that have the potential to become a leading North American brand in the emerging functional food category.

The Company has recently submitted an application to list its common shares on the Canadian Securities Exchange (the “CSE”). While it is not possible to confirm if or when such listing will occur, the Company will provide further updates with respect to the potential listing as they become available.

On July 13, 2020, the Company changed its name to Psyched Wellness Ltd., to reflect the change of business to focus in the growing psychedelic space. The name change is a critical next step for the Company, in order to capitalize and position the Company to participate in the growing interest in the psychedelic space as we build out our health and wellness products.

Recent Developments

Share exchange

On May 5, 2020, the Company entered into a share exchange agreement (the “Share Exchange”) with Psyched Wellness Corp. (“Psyched Wellness”), whereby the Company issued 18,000,000 common shares acquired all of the outstanding common shares of Psyched Wellness and became the sole shareholder of Psyched Wellness (see “Business Combination” for more details).

Change of officers and directors

On January 27, 2020, Keith Li was appointed as the new Chief Financial Officer (“CFO”) of the Company, replacing Hasan Zaidi.

On March 5, 2020, Christopher Hazelton was appointed as a director of the Company, following the resignation of David Shaddrick as a director.

On May 5, 2020, upon closing of the Share Exchange, the Company appointed Jeffrey Stevens and David Shisel as the Chief Executive Officer (“CEO”) and the Chief Operating Officer (“COO”) of Psyched, respectively. Mr. Stevens replaced out-going CEO, Brian Presement. Along with Mr. Stevens and Mr. Hazelton, the Company also appointed Michael Nederhoff (Chairman), Terry Booth and Nicholas Kadysh to the Board of Directors (the “Board”).

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Financing

On April 23, 2020, the Company closed a non-brokered private placement (“Seed Financing”) through the issuance of 33,500,000 common shares at a price of $0.02 per common share, for gross proceeds of $670,000.

On April 23, 2020, the Company also settled an aggregate amount of $141,002 of indebtedness owed to certain arm’s length and non-arms’ length creditors through the issuance of 7,050,090 common shares of the Company (“Shares-forDebt Issuances”) at a price of $0.02 per common share.

On May 5, 2020, the Company entered into the Share Exchange with Psyched Wellness, whereby the Company acquired all of the outstanding common shares of Psyched Wellness in exchange for common shares of the Company on a one for one basis. At closing, holders of Psyched Wellness shares were issued an aggregate of 18,000,000 common shares of the Company.

On May 22, 2020, the Company completed the first tranche of a non-brokered private placement (“Series A Financing”) for gross proceeds of $1,637,000 through the issuance of 16,370,000 common shares at a price of $0.10 per common share. In connection with the Series A Financing, the Company paid finders’ fees of $63,440 and issued 632,000 broker warrants. Each broker warrant is exercisable into one common share of the Company at a price of $0.10 for a period of 24 months from closing of the Series A Financing.

On June 1, 2020, the Company completed the second tranche of the Series A Financing for gross proceeds of $2,231,500 through the issuance of 22,315,000 common shares at a price of $0.10 per common share.

Outlook and Strategy

Psyched’s objective is to create premium mushroom products that have the potential to become a leading North American brand in the emerging functional food category. Over the next 12 months, Psyched intends to develop and launch a line of mushroom-infused functional tinctures, teas, and capsules designed to help with three health objectives: soothe the body, ease physical distress and assist with sleeping.

The Company has an aggressive plan for the remainder of 2020, where key focus areas include:

(i) Approve a name change to Psyched Wellness Ltd. (done),
(ii) Change ticker symbol to “PSYC”,
(iii) Increase the number of board members by one (done), and
(iv) Implement a stock option plan (done).

The Company has submitted a listing statement and application to the CSE and is targeting to list in in August of 2020 with the ticker symbol “PSYC” reserved. The Company has recently completed equity financings for an aggregate of approximately $4.6 million providing an adequate amount of capital to execute on the operational goals. In conjunction with the public listing, management will continue to work with its advisors and contract research organization (“CRO”) partners on the research and development (“R&D”) and formulation of its flagship product, an Amanita Muscaria mushroom-infused tincture. The Company has engaged various entities to complete the toxicology assessment, including safety margins analysis for human consumption, complete a gap analysis and path to market assessment, R&D on extraction methods, determine the applicable regulatory and labeling requirements, complete branding artwork and package design. A relationship with a Canadian-based distributor has been established, which will position the Company to get its products in Canadian retail locations.

In the first half of 2021, the Company will be working on supply chain manufacturing for commercial-scale manufacturing of Amanita Muscaria infused products. Management has identified a contract manufacturing partner that has all of the necessary regulatory approvals to manufacture the product, bottle, and label on behalf of the Company. Management will build an e-commerce marketplace and evaluate various web fulfillment and logistics companies for distribution from the marketplace in the Canadian and United States (“US”) markets.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Overall Performance

Selected annual information

The Company’s selected financial information for the three most recently completed financial years ended November 30 are summarized as follows:

30 are summarized as follows:
	2019	2018	2017
	$	$	$
Operating expenses	(275,119)	(246,882)	(156,543)
Other expenses	(75,000)	(1,507)	(2,323,606)
Net loss	(350,119)	(248,389)	(2,480,149)
Loss per share	(0.086)	(0.079)	(0.787)
Total assets	4,779	137,155	83,028
Total liabilities	419,374	915,624	613,108
Shareholders’ deficiency	(414,595)	(778,469)	(530,080)

Selected quarterly financial results

The Company’s selected financial information for the eight most recently completed quarters as at May 31, 2020 are as follows:

follows:
	Q2 2020	Q1 2020	Q4 2019	Q3 2019
	$	$	$	$
Operating expenses	(223,662)	(15,435)	(19,396)	(34,902)
Other income (expenses)	77,506	(827)	(75,000)	-
Net loss	(146,156)	(16,262)	(94,396)	(34,902)
Net loss per share – basic and diluted	(0.005)	(0.086)	(0.011)	(0.008)
Cash	1,831,188	8,046	1,471	-
Working capital (deficiency)	1,573,017	(430,857)	(414,595)	(670,539)
Total assets	2,557,937	11,294	4,779	93,924
	Q2 2019	Q1 2019	Q4 2018	Q3 2018
	$	$	$	$
Operating expenses	(121,898)	(98,923)	(70,397)	(45,290)
Other expenses	-	-	(1,507)	-
Net loss	(121,898)	(98,923)	(71,904)	(45,290)
Net loss per share – basic and diluted	(0.009)	(0.079)	(0.024)	(0.014)
Cash	-	4,794	55,757	39,487
Working capital deficiency	(635,637)	(952,393)	(853,469)	(731,565)
Total assets	92,038	92,743	137,155	124,055

Quarterly results of operations

During the three months ended May 31, 2020 (“Q2 2020”), the Company incurred total operating expenses of $223,662, as compared to total operating expenses of $121,898 during the three months ended May 31, 2019 (“Q2 2019”), for an increase of $101,764. The significant changes in operating expenses in the current period is primarily attributable to the following items:

Management fees of $108,291 in Q2 2020 as compared to $14,800 in Q2 2019, for an increase of $93,491. The substantial increase in management fees is a result of new consulting agreements entered with the new team of officers and directors, as the Company has changed its business focus for the health and wellness products sector; and
Professional fees of $85,879 in Q2 2020 as compared to $68,708 in Q2 2019, for an increase of $17,171. Accounting and audit fees included in professional fees are fairly in line with the comparative period. The

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

increase is primarily related to legal fees incurred on the Share Exchange and related expenses on the pending listing application currently submitted to the CSE.

In addition, the Company also incurred interest expenses on certain of its indebtedness in Q2 2020. As part of the Sharesfor-Debt Issuances, interest of $7,783 (Q2 2019 – $nil) was charged on the previously owed indebtedness prior to its settlement. In conjunction to the Shares-for-Debt Issuances, a gain of $78,182 (Q2 2019 – $nil) was recognized on the settlement. In comparison, interest of $17,901 was charged in Q2 2019 on the various debts previously owed by the Company, including its term loans, promissory notes and convertible debentures.

Net loss for the three months ended May 31, 2020 was $146,156 (loss of $0.005 per share), as compared to a net loss of $121,898 (loss of $0.036 per share) for Q2 2019.

Year-to-date results of operations

During the six months ended May 31, 2020, the Company had incurred total operating expenses of $239,096, as compared to total operating expenses of $220,821 incurred during the six months ended May 31, 2019, for an increase of $18,275.

The significant items comprising operating expenses in the current period is primarily attributable to the following:

Management fees of $108,991 for the six months ended May 31, 2020, as compared to $28,533 for the comparative period, for an increase of $80,458. The substantial increase in management fees is a result of new consulting agreements entered with the new team of officers and directors, as the Company has changed its business focus for the health and wellness products sector; and
Professional fees of $95,487 for the six months ended May 31, 2020, as compared to $108,383 for the comparative period, for a decrease of $12,896. In the current period, accounting and audit fees included in professional fees are fairly in line with the comparative period, whereas substantial costs were incurred in relation to the Share Exchange and the pending listing application currently submitted to the CSE. In 2019, significant efforts were placed on certain corporate measures, including a share consolidation, a voluntary from the TSX Venture Exchange, and certain debt conversion and settlement which occurred in Fiscal 2019.

In addition, the Company also incurred interest expenses on certain of its indebtedness for the six months ended May 31, 2020. As part of the Shares-for-Debt Issuances, interest of $7,783 (2019 – $nil) was charged on the previously owed indebtedness prior to its settlement. In conjunction to the Shares-for-Debt Issuances, a gain of $78,182 (2019 – $nil) was recognized on the settlement. In comparison, interest of $740 was charged on promissory notes prior to a debt settlement, while total interest of $38,193 was charged in 2019 on the various debts previously owed by the Company, on its term loans, promissory notes and convertible debentures.

Net loss for the six months ended May 31, 2020 was $162,417 (loss of $0.009 per share), as compared to a net loss of $220,821 (loss of $0.067 per share) for the comparative period in 2019.

Cash flows

During the six months ended May 31, 2020, net cash used by the Company in operating activities was $303,314, as compared to net cash used in operating activities of $85,900 for the comparative six-months period in 2019. The substantial increase of spending in operations is directly related to the change of focus into the psychedelic space, and other additional expenses in terms of advertising and promotional activities, as well as legal expenses incurred on the Share Exchange and other on-going restructuring of the Company.

During the six months ended May 31, 2020, net cash provided by financing activities was $2,133,031, as compared to cash inflows of $30,000 in the comparative period in 2019 from proceeds received on a promissory note. Prior to the Share Exchange, the Company advanced funds of $117,521 to Psyched Wellness and made payments of $138,008 to settle debts previously owed to certain directors and officers of the Company (see “Related Party Transactions” for details), which was offset by new sources of funds raised in April and May 2020. In April, the Company closed the Seed Financing for gross proceeds of $670,000, and subsequently raised gross proceeds of $1,637,000 on closing of the first

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

tranche of the Series A Financing. As at May 31, 2020, the Company had also received subscription funds of $135,000, in relation to the second tranche of the Series A Financing which closed subsequent to period-end.

Working Capital and Liquidity Outlook

The Company currently has no regular cash flows from operations, and the level of operations is principally a function of availability of capital resources. The primary source of funding has been through the completion of private placement financings of equity securities and convertible debentures. While it was able to raise funds through the Seed Financing and the Series A Financing, the Company will likely have to continue to rely on equity or debt financings for its working capital requirements. There is no guarantee that the Company will be able to successfully complete such financings, as market conditions and business performance may dictate availability and interest.

As at May 31, 2020, the Company had current assets of $2,109,326 (November 30, 2019 – $4,779), including cash of $1,831,188 (November 30, 2019 – $1,471) to settle current liabilities of $258,171 (November 30, 2019 – $419,374), for a working capital $1,851,155 (November 30, 2019 – working capital deficiency of $414,595).

Management is actively monitoring cash forecasts and managing performance against its forecasts. With the closing of the second tranche of the Series A Financing on June 1, 2020, the Company now has access to more than $3.8 million of funds available at its disposal. The Company had also further improved its financial position by settling substantial previously owed debts. Nevertheless, management will continue to look for new sources of financing in the next 12 months, to fund its working capital to advance the Company’s operations.

Related Party Transactions

Key management personnel compensation

Key management includes the Company’s directors and officers with authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly.

The remuneration of directors and other members of key management personnel during the six months ended May 31, 2020 and 2019 were as follows:

and 2019 were as follows:
	2020	2019
	$	$
Management fees	68,000	28,533
Professional fees	27,625	9,000
	95,625	37,533

On March 25, 2020, the Company and S4 Management Group Inc. (“S4 Management”), an entity controlled by the CEO and a director of the Company, entered into a consulting agreement, for a monthly renumeration of $8,000 in consideration of the CEO’s services to be provided to the Company. For the six months ended May 31, 2020, S4 Management charged $24,000 (2019 – $nil) for consulting services provided to the Company, which are included in management fees. As at May 31, 2020, no balance was owed to S4 Management (November 30, 2019 – $nil).

On March 25, 2020, the Company and David Shisel, the COO of the Company, entered into a consulting agreement, for a monthly renumeration of $8,000 in consideration of the COO’s services to be provided to the Company. For the six months ended May 31, 2020, the COO charged $24,000 (2019 – $nil) for consulting services provided to the Company, which are included in management fees. As at May 31, 2020, an amount of $28,713 (November 30, 2019 – $nil) owing to the COO was included in accounts payable and accrued liabilities. The amount outstanding is unsecured, non-interest bearing and due on demand.

During the six months ended May 31, 2020, Nicholas Kadysh and Michael Nederhoff, directors of the Company, charged $7,500 (2019 – $nil) and $12,500 (2019 – $nil), respectively, for consulting services provided to the Company, which are included in management fees. As at May 31, 2020, no balance was owed to either directors of the Company (November 30, 2019 – $nil).

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

During the six months ended May 31, 2020, Branson Corporate Services Ltd. (“Branson”), where Keith Li, the CFO of the Company is employed, charged fees of $27,625 (2019 – $9,000), for CFO services provided to the Company, as well as other accounting and administrative services, which are included in professional fees. As at May 31, 2020, no balance was owed to Branson (November 30, 2019 – $19,755; included in accounts payable and accrued liabilities).

During the six months ended May 31, 2019, the Company was charged $20,028 (USD$15,000) and $8,505, respectively, by David Shaddrick, a former President and CEO of the Company, and Harold Doran, a former CFO, for consulting and accounting services provided to the Company.

Other related party transactions

On March 5, 2020, the Company entered into a settlement (“Debt Settlement”) with Eric Salsberg, a former director of the Company, and David Shaddrick, as debts of $216,190 previously owed to the parties were settled for payments of $79,173 and $58,835, respectively. As a result, the Company recorded a gain of $78,182 on the Debt Settlement. Eric Salsberg was issued 1,000,000 common shares of the Company at a price of $0.02 per common share, as part of the Shares-for-Debt Issuances on April 23, 2020, to settle a remaining debt balance of $20,000.

On April 23, 2020, the Company entered into a Shares-for-Debt Issuance with Branson through the issuance of 1,779,750 common shares at a price of $0.02 per common share, to settle debts of $35,595.

On May 1, 2020, the Company advanced funds of $117,521 to Psyched Wellness, in exchange of a promissory note. The promissory note is unsecured, due on demand and bears interest at a rate of 12% per annum. Upon closing of the Share Exchange, the balance had been eliminated on consolidation. The Company recognized interest income of $155 on the promissory note from the period from issuance to May 5, 2020.

Risk Management

The Company’s financial instruments consist primarily of cash, accounts payable and promissory notes payable. The Company is exposed to various risks as it relates to these financial instruments. There have not been any changes in the nature of these risks or the process of managing these risks from previous reporting periods.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Cash is held with reputable Canadian chartered banks and in trust with the Company’s legal counsel, which is closely monitored by management. Management believes that the credit risk concentration with respect to financial instruments is minimal. The maximum exposure to credit risk at period-end is limited to the accounts receivable balance.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. The Company generates cash flow primarily from its financing activities. As at May 31, 2020, the Company had a cash balance of $1,831,188 (November 30, 2019 – $1,471) to settle current liabilities of $258,171 (November 30, 2019 – $419,374).

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet its liabilities as they come due. The Company has undertaken several proposed restructuring initiatives and other corporate measures to rationalize its capital and debt structure to better position the Company for future opportunities and meet its obligations as they come due. Until these initiatives and efforts are finalized, there is no assurance that one or any of these initiatives will be successful.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Foreign exchange risk

From time to time, the Company incurs transactions in currencies denominated in currencies other than the CAD, primarily in United States dollars (“USD”). The Company’s exposure to fluctuations in foreign exchange is related to amounts of USD denominated accounts payable as follows:

nts of USD denominated accounts payable as follows:
	May 31,	November 30,
	2020	2019
	$	$
Accounts payable and term loans	3,778	92,000

Significant Accounting Judgments and Estimates

The preparation of the Company’s unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue and expenses. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. These estimates are reviewed periodically, and adjustments are made as appropriate in the period they become known. Items for which actual results may differ materially from these estimates are described as follows:

Going concern

At each reporting period, management exercises judgment in assessing the Company’s ability to continue as a going concern by reviewing the Company’s performance, resources and future obligations.

Business combination

In a business acquisition, substantially all identifiable assets, liabilities and contingent liabilities acquired are recorded at the acquisition date at their respective fair values. The date on which the acquirer obtains control of the acquiree is generally the date on which the acquirer legally transfers the consideration, acquires the assets and assumes the liabilities of the acquiree – the closing date. However, the acquirer might obtain control on a date that is either earlier or later than the closing date. Management exercises judgment in considering all pertinent facts and circumstances in identifying the acquisition date.

Classification of an acquisition as a business combination or an asset acquisition depends on whether the assets acquired constitute a business, which can be a complex judgment. Whether an acquisition is classified as a business combination or asset acquisition can have a significant impact on the entries made on and after acquisition. In determining the fair value of all identifiable assets, liabilities and contingent liabilities acquired, the most significant estimates relate to contingent consideration and intangible assets. Management also exercises judgement in estimating the probability and timing of when earn-outs are expected to be achieved which is used as the basis for estimating fair value. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied.

Fair value of financial assets and financial liabilities

Fair value of financial assets and financial liabilities on the consolidated statements of financial position that cannot be derived from active markets, are determined using a variety of techniques including the use of valuation models. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. The judgments include, but are not limited to, consideration of model inputs such as volatility, estimated life and discount rates.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Goodwill

Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill has been impaired. In order to determine if the value of goodwill has been impaired, the groups of assets (each a “Cash-Generating Unit or a “CGU”) to which goodwill has been allocated must be valued using present value techniques. The Company assesses impairment by comparing the recoverable amount of a long-lived asset, CGU, or CGU group to its carrying value. The recoverable amount is defined as the higher of: (i) value in use; or (ii) fair value less cost to sell. The determination of the recoverable amount involves significant estimates and assumptions. When applying this valuation technique, the Company relies on a number of factors, including historical results, business plans, forecasts and market data. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.

Warrants and options

Warrants and options are initially recognized at fair value, based on the application of the Black-Scholes valuation model (“Black-Scholes”). This pricing model requires management to make various assumptions and estimates which are susceptible to uncertainty, including the expected volatility of the share price, expected forfeitures, expected dividend yield, expected term of the warrants or options, and expected risk-free interest rate.

Income taxes

Income taxes and tax exposures recognized in the financial statements reflect management’s best estimate of the outcome based on facts known at the reporting date. When the Company anticipates a future income tax payment based on its estimates, it recognizes a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when the Company becomes aware of this difference.

In addition, when the Company incurs losses that cannot be associated with current or past profits, it assesses the probability of taxable profits being available in the future based on its budgeted forecasts. These forecasts are adjusted to take account of certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate the sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences.

Summary of Significant Accounting Policies

The accounting policies applied by the Company in these unaudited condensed interim consolidated financial statements are the same as those noted in the Company’s audited financial statements for the year ended November 30, 2019, unless otherwise noted below.

Adoption of New Accounting Policies

The Company adopted the following standard, effective December 1, 2019. The changes were made in accordance with the applicable transitional provisions:

IFRS 16 – Leases (“IFRS 16”)

IFRS 16 was issued in January 2016 and replaces IAS 17 – Leases as well as some lease related interpretations. With certain exceptions for leases under twelve months in length or for assets of low value, IFRS 16 states that upon lease commencement a lessee recognizes a right-of-use (“ROU”) asset and a lease liability. The ROU asset is initially measured at the amount of the liability plus any initial direct costs. After lease commencement, the lessee shall measure the ROU asset at cost less accumulated amortization and accumulated impairment. A lessee shall either apply IFRS 16 with full retrospective effect or alternatively not restate comparative information but recognize the cumulative effect of initially applying IFRS 16 as an adjustment to opening equity at the date of initial application. IFRS 16 requires that lessors classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise it is an operating lease.

The Company has reviewed its leasing arrangements outstanding as at December 1, 2019, in respect of the new lease standard, and had assessed that there was no material impact upon adoption of this new standard on the Company’s unaudited condensed interim consolidated financial statements.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

IFRIC 23 – Uncertainty Over Income Tax Treatments (“IFRIC 23”)

IFRIC 23 clarifies the accounting for uncertainties in income taxes. The IFRS Interpretations Committee (“IFRIC”) concluded that an entity shall consider whether it is probable that a taxation authority will accept an uncertain tax treatment. If an entity concludes it is probable that the taxation authority will accept an uncertain tax treatment, then the entity shall determine taxable profit (tax loss), tax bases, unused tax losses and credits or tax rates consistently with the tax treatment used or planned to be used in its income tax filings. If an entity concludes it is not probable that the taxation authority will accept an uncertain tax treatment, the entity shall reflect the effect of uncertainty in determining the related taxable profit (tax loss), tax bases, unused tax losses and credits or tax rates. The Company had assessed that there was no material impact upon adoption of this new standard on its unaudited condensed interim consolidated financial statements.

Recent Accounting Pronouncements

At the date of authorization of the Company’s unaudited condensed interim consolidated financial statements, the IASB and IFRIC have issued the following new and revised standards and amendments which are effective for annual periods beginning on or after December 1, 2020:

IAS 1 – Presentation of Financial Statements (“IAS 1”) and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)

IAS 1 and IAS 8 were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. The amendments are effective for annual reporting periods beginning on or after December 1, 2020.

Business Combination

On May 5, 2020, the Company completed the Share Exchange pursuant to which the Company acquired all issued and outstanding shares of Psyched Wellness from holders of Psyched Wellness shares (the “Share Exchange Agreement”). Upon closing of the Share Exchange, Psyched Wellness became a wholly-owned subsidiary of the Company. The Company determined that the Share Exchange was a business combination in accordance to the definition of IFRS 3 – Business Combination, and as such, has accounted for it in accordance with this standard, with the Company being the acquirer on the closing date.

The purchase price for the Share Exchange was $360,000 and was satisfied in full by the Company issuing to holders of Psyched Wellness shares an aggregate of 18,000,000 common shares. The purchase price and other terms of the Share Exchange Agreement were negotiated at arm’s length with the Board of the Company and Psyched Wellness.

The following table sets forth the preliminary allocation of the purchase price to the assets acquired, based on a preliminary estimate of fair value. Final valuations of assets and liabilities are not yet complete due to the timing of the Share Exchange. The preliminary allocation is subject to adjustments:

Purchase Price Consideration Paid
	$
Fair value of common shares issued	360,000
Fair value of settlement of pre-existing balance	117,676
Total consideration paid	477,676

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Net Identifiable Asset Acquired
Accounts receivable	19,868
Prepaid expenses	30,600
Accounts payable and accrued liabilities	(21,403)
Total net identifiable assets acquired	29,065
Goodwill	448,611

Total consideration of $477,676 paid on the Share Exchange is comprised of the following components that were measured at the estimated fair value on the transaction date:

(i) The fair value of the 18,000,000 common shares, issued to holders of Psyched Wellness shares, was determined to be $360,000 based on the fair value of founders’ shares issued on April 23, 2020.
(ii) The effective settlement of a pre-existing relationship related to the promissory note to the Company by Psyched Wellness of $117,676, including interest of $155.

Off Balance Sheet Arrangements

As at May 31, 2020 and the date of this MD&A, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company.

Subsequent Events

Disclosure of Outstanding Share Data as of July 27, 2020

	Authorized	Outstanding
Voting or equity securities issued and outstanding	Unlimited number of common shares	102,766,971 common shares
Securities convertible or exercisable into voting or equity		2,369,200 warrants exercisable to acquire common shares of the Company.

Capital Management

The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern and to maintain optimal returns to shareholders and benefits for its stakeholders. While the Company does not yet have any commercial operations, monitors its capital structure and makes adjustments according to market conditions to meet its objectives given the current outlook of the business and industry in general. The Board of the Company does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the management team to sustain the future development of the business.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company’s capital management objectives, policies and processes have remained unchanged during the six months ended May 31, 2020 and the year ended November 30, 2019.

The Company is not subject to any externally imposed capital requirements.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Risk Factors

There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. If any of these risks occur, the Company’s business, financial condition or results of operation may be adversely affected. In such case, the trading price of the Company’s common shares could decline, and investors could lose all or part of their investment. The following is a summary of risks that could be applicable to the business of the Company:

Limited operating history in psychedelic industry

The Company, with a limited operating history in the psychedelic industry, is in the early stage of development and must be considered as a start-up company. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenue. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of its early stage of operations. The Company also has no history of earnings.

Because the Company has a limited operating history in an emerging area of business, investors should consider and evaluate its operating prospects in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks may include:

risks that it may not have sufficient capital to achieve its growth strategy.
risks that it may not develop its product and service offerings in a manner that enables it to be profitable and meet its patients’ or customers’ requirements.
risks that its growth strategy may not be successful.
risks that fluctuations in its operating results will be significant relative to its revenues; and
risks relating to an evolving legal and regulatory regime for cannabis that varies significantly by jurisdiction.

The Company’s future growth will depend substantially on its ability to address these and the other risks described in this section. If it does not successfully address these risks, its business may be significantly harmed.

Additional financing

The Company believes that its raised capital is sufficient to meet its presently anticipated working capital and capital expenditure requirements for the near future. This belief is based on its operating plan which, in turn, is based on assumptions, which may prove to be incorrect. In addition, the Company may need to raise significant additional funds sooner to support its growth, respond to competitive pressures, acquire or invest in complementary or competitive businesses or technologies, or take advantage of unanticipated opportunities. If its financial resources are insufficient, it will require additional financing to meet its plans for expansion. The Company cannot be sure that this additional financing, if needed, will be available on acceptable terms or at all.

Furthermore, any debt financing, if available, may involve restrictive covenants, which may limit its operating flexibility with respect to business matters. If additional funds are raised through the issuance of equity securities, the percentage ownership of existing shareholders will be reduced, such shareholders may experience additional dilution in net book value, and such equity securities may have rights, preferences or privileges senior to those of its existing shareholders. If adequate funds are not available on acceptable terms or at all, the Company may be unable to develop or enhance its services and products, take advantage of future opportunities, repay debt obligations as they become due, or respond to competitive pressures, any of which could have a material adverse effect on its business, prospects, financial condition, and results of operations.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

The market price of securities is volatile and may not accurately reflect the long-term value of the Company

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies has experienced substantial volatility in the past. This volatility may affect the ability of holders of shares to sell their securities at an advantageous price. Market price fluctuations in the shares may be due to the Company’s operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the shares.

Financial markets historically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the shares may decline even if the Company’s results, underlying asset values or prospects have not changed.

Additionally, these factors, as well as other related factors, may cause decreases in investment values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted, and the trading price of the shares may be materially adversely affected.

Volatile global financial and economic conditions

Current global financial and economic conditions remain extremely volatile. Access to public and private capital and financing continues to be negatively impacted by many factors as a result of the global financial crisis and global recession. Such factors may impact the Company’s ability to obtain financing in the future on favorable terms or obtain any financing at all. Additionally, global economic conditions may cause a long-term decrease in asset values. If such global volatility, market turmoil and the global recession continue, the Company’s operations and financial condition could be adversely impacted.

Regulation

The activities of the Company are subject to regulation by governmental authorities. Achievement of the Company’s business objectives are contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. The Company cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

The Company’s operations are subject to a variety of laws, regulations and guidelines relating to the manufacture, management, transportation, storage and disposal of mushroom-infused products but also including laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. The Company cannot predict the nature of any future laws, regulations, interpretations, policies, or applications, nor can it determine what effect additional governmental regulations or administrative interpretations or procedures, when and if promulgated, could have on the Company’s operations. Changes to such laws, regulations, and guidelines due to matters beyond the control of the Company may cause adverse effects to the production of the Company’s products.

Local, state, and federal laws and regulations governing mushroom-infused products are broad in scope and are subject to evolving interpretations, which could require the Company to incur substantial costs associated with bringing the Company’s operations into compliance. In addition, violations of these laws, or allegations of such violations, could disrupt the Company’s operations and result in a material adverse effect on its financial performance. It is beyond the Company’s scope to predict the nature of any future change to the existing laws, regulations, policies, interpretations or applications, nor can the Company determine what effect such changes, when and if promulgated, could have on the Company’s business.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Regulatory approvals and permits

The Company is and may be required to obtain and maintain certain permits, licenses and approvals in the jurisdictions in which it operates. There can be no assurance that the Company will be able to obtain and/or maintain the necessary permits, licenses and approvals. Any regulatory authority with jurisdiction could also impose certain restrictions on the Company’s ability to operate in the relevant jurisdiction. Any material delay or failure to receive these items, or onerous regulatory restrictions would delay and/or inhibit the Company’s ability to conduct its business and would adversely affect the Company’s business, financial condition and results of operations.

Reliance on management and advisory board

The Company will need to expand and effectively manage its managerial, operational, financial, development and other resources in order to successfully pursue its development and commercialization efforts of its products. The success of the Company is currently dependent on the performance of its management team, which also relies on advice and guidance of certain members of the Board and Advisory Board, not all of whom are or will be bound by formal contractual employment agreements.

The Company’s success depends on its continued ability to attract, retain and motivate highly qualified people. The loss of the services of these persons would have a material adverse effect on the Company’s business and prospects in the short term and could delay or prevent the commercialization of its products, and the business may be harmed as a result. The Company may not be able to attract or retain qualified management and scientific personnel in the future due to the intense competition for qualified personnel with extensive management experience in such fields as pharmaceutical regulations, finance, manufacturing, marketing, law, and investment. If the Company is not able to attract and retain the necessary personnel to accomplish its business objectives, the achievement of its development objectives, its ability to raise additional capital and its ability to implement its business strategy may be significantly reduced and could have a material adverse effect on the Company and its prospects.

Reliance on third-party suppliers, manufacturers, distributors and contractors

Due to the uncertain regulatory landscape for regulating mushroom-infused products in Canada and the US, the Company’s third-party suppliers, manufacturers, distributors, and contractors may elect, at any time, to decline or withdraw services necessary for the Company’s operations. Loss of these suppliers, manufacturers, distributors, and contractors may have a material adverse effect on the Company’s business and operational results.

Risks associated with increasing competition

There is potential that the Company will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition, and results of operations of the Company.

Due to the early stage of the industry in which the Company operates, the Company expects to face additional competition from new entrants. To remain competitive, the Company will require a continued high level of investment in R&D, marketing, sales, and client support. The Company may not have sufficient resources to maintain research and development, marketing, sales, and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition, and results of operations the Company.

The success of new and existing products and services is uncertain

The Company expects to commit significant resources and capital to develop and market existing and new products, services and enhancements. These products and services are relatively untested, and the Company cannot provide any assurance that it will achieve market acceptance for these products and services, or other new products and services that it may offer in the future. Moreover, these and other new products and services may face significant competition with new and existing competitors. In addition, new products, services and enhancements may pose a variety of technical challenges and require the Company to attract additional qualified employees. The failure to successfully develop and market these new products, services or enhancements could seriously harm the Company’s business, financial condition and results of operations. Moreover, if the Company fails to accurately project demand for our new or existing products,

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

it may encounter problems of overproduction or underproduction which would materially and adversely affect its business, financial condition and results of operations, as well as damage our reputation and brand.

Negative publicity or consumer perception may affect the success of our business

The success of the psychedelic industry may be significantly influenced by the public’s perception of mushroom-infused products, which could be controversial topics, and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to psychedelics will be favorable. The psychedelic industry is an early-stage business that is constantly evolving with no guarantee of viability. The market for mushroom-infused products is uncertain, and any adverse or negative publicity, scientific research, limiting regulations, medical opinion and public opinion (whether or not accurate or with merit) relating to the consumption of mushroom-infused products, whether in Canada, the US or elsewhere, may have a material adverse effect on our operational results, consumer base and financial results. Among other things, such a shift in public opinion could cause jurisdictions to abandon initiatives the psychedelic industry, thereby limiting the number of new jurisdictions into which the Company could identify potential acquisition opportunities.

Liability for activity of employees, contractors and consultants

The Company could be liable for fraudulent or illegal activity by its employees, contractors and consultants resulting in significant financial losses to claims or regulatory enforcement actions against the Company. Failure to comply with relevant laws could result in fines, suspension of licenses and civil or criminal action being taken against the Company. Consequently, the Company is subject certain risks, including that employees, contractors and consultants may inadvertently fail to follow the law or purposefully neglect to follow the law, either of which could result in material adverse effects to the financial condition of the Company.

No assurance of commercial success

The successful commercialization of the Company’s products will depend on many factors, including, the Company’s ability to establish and maintain working partnerships with industry participants in order to market its products, the Company’s ability to supply a sufficient amount of its products to meet market demand, and the number of competitors within each jurisdiction within which the Company may from time to time be engaged. There can be no assurance that the Company or its industry partners will be successful in their respective efforts to develop and implement, or assist the in developing and implementing, a commercialization strategy for the Company’s products.

Factors which may prevent realization of growth targets

The Company is currently in the early development stage. There is a risk that the additional resources will be needed, and milestones will not be achieved on time, on budget, or at all, as they are can be adversely affected by a variety of factors, including some that are discussed elsewhere in these risk factors and the following as it relates to the Company:

delays in obtaining, or conditions imposed by, regulatory approvals.
facility design errors.
environmental pollution.
non-performance by third party contractors.
increases in materials or labour costs.
construction performance falling below expected levels of output or efficiency.
breakdown, aging or failure of equipment or processes.
contractor or operator errors.
labour disputes, disruptions or declines in productivity.
inability to attract sufficient numbers of qualified workers.
disruption in the supply of energy and utilities; and
major incidents and/or catastrophic events such as fires, explosions, earthquakes or storms.

Management of growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Constraints on marketing products

The development of the Company’s business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by government regulatory bodies. The regulatory environment in Canada, the US or other jurisdictions may limit the Company’s ability to compete for market share in a manner similar to other industries. If the Company is unable to effectively market its products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for its products, the Company’s revenues and operating results could be adversely affected.

Operating risk and insurance coverage

The Company’s insurance coverage is intended to address all material risks to which it is exposed and is adequate and customary in its current state of operations. However, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Uninsurable risks

The psychedelic business is subject to several risks that could result in damage to or destruction of properties or facilities or cause personal injury or death, environmental damage, delays in production and monetary losses and possible legal liability. It is not always possible to fully insure against such risks, and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company. The Company does not currently have any insurance policies covering its properties or the operation of its business and any liabilities that may arise as a result any of the above noted risks may cause a material adverse effect on the financial condition of the Company.

Enforcement of proprietary rights

The Company may be unable to adequately protect or enforce its proprietary rights. Its continuing success will likely depend, in part, on its ability to protect internally developed or acquired, intellectual property and maintain the proprietary nature of its technology through a combination of licenses and other intellectual property arrangements, without infringing the proprietary rights of third parties. The Company cannot prove assurance that its intellectual property owned by the Company will be held valid at the foreign government level if challenged, or that other parties will not claim rights in or ownership of its proprietary rights.

Internal controls

Effective internal controls are necessary for the Company to provide reliable financial reports and to help prevent fraud. Although the Company will undertake a number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial reports, including those imposed on the Company under Canadian securities law, the Company cannot be certain that such measures will ensure that the Company will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s results of operations or cause it to fail to meet its reporting obligations. If the Company or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in the Company’s financial statements and materially adversely affect the trading price of the Company’s common shares.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Exploration, development and operating risks

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, precious metals and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk will be taken, milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral-bearing structure may result in substantial rewards, few properties which are explored are ultimately developed into producing mines.

Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will result in a profitable commercial mining operation. Whether a gold or other mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of mineralization and proximity to infrastructure; mineral prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by the Company towards the search and evaluation of gold or other minerals will result in discoveries of commercial quantities of gold or other minerals.

Reliability of resource estimates

There is no certainty that any mineral resources identified in the future on any of the Company’s properties will be realized. Until a deposit is actually mined and processed, the quantity of mineral resources and grades must be considered as estimates only. In addition, the quantity of mineral resources may vary depending on, among other things, metal prices. Any material changes in quantity of mineral resources, grade or stripping ratio may affect the economic viability of any project undertaken by the Company. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in a larger scale test under on-site conditions or during production.

Fluctuations in gold and other base or precious metals prices, results of drilling, metallurgical testing and production and the evaluation of studies, reports and plans subsequent to the date of any estimate may require revision of such estimate. Any material reductions in estimates of mineral resources could have a material adverse effect on the Company’s results of operations and financial condition from time to time.

Land title

No assurances can be given that there are no title defects affecting property or any other property interests of the Company. Title insurance generally is not available, and the Company’s ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Furthermore, the Company has not conducted surveys of the claims in which it holds an interest and, therefore, the precise area and location of such claims may be in doubt. Accordingly, the Company’s mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Dividends

The Company has no earnings or dividend record and does not anticipate paying any dividends on the Company’s shares in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Limited market for securities

There can be no assurance that an active and liquid market for the Company’s shares will develop or be maintained and an investor may find it difficult to resell any securities of the Company.

Disruption of business

Conditions or events including, but not limited to, those listed below could disrupt the Company’s operations, increase operating expenses, resulting in delayed performance of contractual obligations or require additional expenditures to be incurred: (i) extraordinary weather conditions or natural disasters such as hurricanes, tornadoes, floods, fires, extreme heat, earthquakes, etc.; (ii) a local, regional, national or international outbreak of a contagious disease, including the COVID-19 coronavirus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, or any other similar illness could result in a general or acute decline in economic activity (see also, “Public Health Crises, including COVID-19”); (iii) political instability, social and labour unrest, war or terrorism; or (iv) interruptions in the availability of basic commercial and social services and infrastructure including power and water shortages, and shipping and freight forwarding services including via air, sea, rail and road.

Public health crises

The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises beyond our control, including the current outbreak of COVID-19. On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a global health emergency. Many governments have likewise declared that the COVID-19 outbreak in their jurisdictions constitutes an emergency. Reactions to the spread of COVID-19 have led to, among other things, significant restrictions on travel, business closures, quarantines and a general reduction in consumer activity. While these effects are expected to be temporary, the duration of the business disruptions and related financial impact cannot be reasonably estimated at this time.

Such public health crises can result in volatility and disruptions in the supply and demand for various products and services, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect interest rates, credit ratings, credit risk and inflation. The risks to the Company of such public health crises also include risks to employee health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak. At this point, the extent to which COVID-19 may impact the Company is uncertain; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations and financial condition.

Disclosure of Internal Controls over Financial Reporting

Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the audited financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the audited financial statements; and (ii) the audited financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented.

In contrast to non-venture issuers, this MD&A does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”). In particular, management is not making any representations relating to the establishment and maintenance of: controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in its filings or other reports or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Investors should be aware that inherent limitations on the ability of management of the Company to design and implement on a cost-effective basis DC&P and ICFR may result in additional risks to the quality, reliability, transparency and timeliness of filings and other reports provided under securities legislation.

Psyched Wellness Ltd. (Duncan Park Holdings Corporation) Management’s Discussion and Analysis For the six months ended May 31, 2020

Cautionary Note Regarding Forward Looking Statements

This MD&A includes “forward-looking statements”, within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar words suggesting future outcomes or statements regarding an outlook. Such risks and uncertainties include, but are not limited to, risks associated with the mining industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of the Company to obtain all permits, consents or authorizations required for its operations and activities; and health safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by the Company. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of the Company should not place undue reliance on these forward-looking statements. Statements in relation to “reserves” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future.

Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forwardlooking statements contained in this MD&A are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements are expressly qualified by this cautionary statement.

Management’s Responsibility for Financial Information

Management is responsible for all information contained in this report. The Company’s unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS and include amounts based on management’s informed judgments and estimates. The financial and operating information included in this report is consistent with that contained in the financial statements in all material aspects.

The Audit Committee has reviewed the unaudited condensed interim consolidated financial statements and this MD&A with management. The Board of the Company has approved the unaudited condensed interim consolidated financial statements and this MD&A on the recommendation of the Audit Committee.

July 27, 2020

Jeffrey Stevens Chief Executive Officer

AI assistant

Psyched Wellness Ltd. — Management Reports 2020

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