Relevium Technologies Inc. — Management Reports 2021

Jan 20, 2021

RELEVIUM TECHNOLOGIES INC. MANAGEMENT DISCUSSION AND ANALYSIS For the year ended June 30, 2020

This Management's Discussion and Analysis ("MD&A") for Relevium Technologies Inc. ("Relevium" or the "Company") should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2020 (the "Reporting Period") and the notes thereto, prepared in accordance with International Financial Reporting Standards ("IFRS").

The effective date of this MD&A is January 19, 2021.

COVID-19 PANDEMIC

The COVID-19 pandemic hit Canada and the United States in March 2020, during the Reporting Period. The operations and financial condition of the Company have been affected by this global health crisis. Since the beginning of the COVID-19 pandemic, the management and board of Relevium have worked remotely. The Company is in compliance with all federal, provincial and municipal regulations that have been put in place since the beginning of the pandemic. The Company will continue to monitor closely developments in this regard, with the health and safety of the Company's employees and management as the primary concern.

GOING CONCERN UNCERTAINTY

The accompanying consolidated financial statements have been prepared in accordance with IFRS on the going concern basis, which presumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the ordinary course of business. The Company has a history of losses, has consumed significant amount of cash resources in the past and has continued to do so in the year ended June 30, 2020. During the year ended June 30, 2020, the Company incurred a net loss of $6,931,628 and had negative cash flow from operations of $2,162,520. As at June 30, 2020, the Company had negative working capital of $3,409,657.

During the year, the Company successfully raised financing through the issuance of debt and common shares. However, the Company expects that cash disbursements over the next 12 months will exceed cash resources and additional funds will be required to finance the operations of the Company. As such the use of the going concern assumption may not be appropriate. Therefore, as at June 30, 2020, there is a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern without obtaining additional financial resources.

To date, the Company has financed its cash requirements primarily by issuing shares, warrants and debt instruments. The Company's ability to continue as a going concern is subject to its ability to raise additional financing and to generate cash flows from its operations. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

Recent state of emergency or shutdown declarations by several governments have impacted the Company's operations for the year ended June 30, 2020, resulting in a decrease in sales as well as earnings. Given the recent developments in the COVID-19 global pandemic, Management is closely monitoring the evolution of this pandemic, As the uncertainty regarding the full extent and duration of the pandemic continues, Management is focussing on a cash conservation plan aimed at ensuring maximum available liquidity and financial flexibility until crisis abates and market conditions stabilize.

OVERVIEW

Relevium is a publicly traded company that operates in the health and wellness industry with a primary focus on online distribution. The Company's primary listing exchange is the TSX Venture Exchange (TSXV: RLV); its common shares also trade on the OTCQB (OTCQB: RLLVF) and on the Open Market Segment of the Frankfurt Stock Exchange (FRA: 6BX).

The principal business of the Company is the identification, evaluation, acquisition and operations of brands and businesses in the health and wellness markets with a focus on e-commerce. The Company pursues its business strategy through an acquisition and partnership model in a holistic approach to encompass a wide range of health and wellness.

Background

Relevium was incorporated under the Canada Business Corporations Act on July 19, 2012, and its registered head office is located at 1000 Sherbrooke Street West, Suite 2700, Montreal, Quebec, Canada.

The Company completed its Qualifying Transaction ("QT") on the TSX Venture Exchange ("TSX-V") in August 2015 and began operating under the name Bioflex Technologies Inc., trading under the symbol "BFT" on the TSX-V. On December 17, 2015, the Company rebranded to Relevium Technologies Inc., trading under the symbol "RLV", in order to reflect better its focus on health and wellness and on the consolidation of brands and businesses in the space.

The Company completed its first acquisition in July 2017, consisting of the assets of Bioganix®, a branded online business in the nutraceutical space, with products sold in the US through Amazon.com and its native website, Bioganix.com. The transaction was conducted through BGX E-Health LLC, a wholly-owned subsidiary based in Orlando, Florida.

Relevium operates through two wholly-owned subsidiaries, BGX E-Health LLC and Biocannabix Health Corporation Inc.

BGX E-Health LLC (BGX)

Based in Orlando, Florida, BGX markets dietary supplements, nutraceuticals, sports nutrition and cosmeceuticals, primarily through its Bioganix® brand portfolio online in the US and, as of September 2018, in Europe. Relevium's brands, such as Bioganix®, are sold at some of the world's largest retailers, including Walmart.com and Amazon.com.

The Company's strategy for growing its brands includes expanding its product offering, adding new distribution channels and developing partnerships that add value through exclusive ingredients. During the year, the Company developed relationships with companies such as Tersus Life Sciences, Neptune Wellness Solutions and Hempco Food and Fiber in order to provide its current and future customer base with a balanced and comprehensive product offering.

BGX is currently testing a complete line of dietary supplements derived from hemp, with an initial focus on hemp-derived, whole-plant organic extracts rich in CBD (cannabidiol). These hemp-derived dietary supplements are deemed as food supplements rather than medicinal products. The product line will be marketed through its brand LeefyLyfeTM and will be sold in the USA, Latin America and Europe.

The Company launched in February 2019 the Push & Pull System™ by Bioganix®, which is the first-ever comprehensive natural anti-aging system for complete skin care that combines collagen protein supplements (PUSH) and naturally-sourced aloe vera skin anti-aging cream (PULL). This launch is targeting a brand-new revenue stream in the burgeoning cosmeceutical market, which is the fastest growing segment of the health and wellness market.

Biocannabix Health Corporation (BCX)

Based in Montreal, Quebec, BCX is a biopharma start-up, launched in 2018, with the objective of establishing a vertically integrated medical cannabis company, targeting pediatric applications of phyto cannabinoid nutraceutical products.

In line with the company's strategy to develop a fully integrated business, Biocannabix Health Corporation entered into a binding agreement to acquire 100% of Lifeline Pharma SAS, a licensed cultivator and extractor in Cali, Colombia. In addition to an operational integration, Biocannabix has also developed a scientific integration in partnership with key institutions in Colombia and Canada, which will allow the company to optimize the research and clinical work required to validate its pediatric formulations.

The company has also secured the exclusive license for a complete line of pediatric formulations under the brand Cannakids. The company is developing the educational and distribution support for the products and is currently in discussions with Health Canada-licensed processors to manufacture the product according to the strict specifications provided by the licensor. The company expects the introduction of its products to take place in 2020.

As of June 30, 2020, the license was not available for use due to delays in getting access to the SOP, formulations and scientific data. Therefore, the Company recorded an impairment of 100% of the value of the license ($1,154,267).

ADDRESSABLE MARKETS FOR RELEVIUM

The Nutraceutical Market

Nutraceuticals are nutritional supplements derived from natural sources that complement progressive health and wellness programs. Nutraceuticals play a significant role in preventive health and therefore are an area of strategic focus in terms of our business strategy.

Relevium's initial focus has been on building e-retail assets and expanding product offerings by introducing new formulations to support health and wellness. Investment in this market is supported by industry projections for growth in a market that is estimated to reach USD $38.7 billion by 2020.

The market for nutraceuticals is highly competitive. Direct competition to Relevium consists of publicly and privately-owned companies, which tend to be highly fragmented in terms of both geographic market coverage and product categories. In many of the products offered through Bioganix®, the Company competes not only with widely advertised branded products, but also with private label products.

The Company's management, combined with the support of the members of its Board of Directors and Advisory Board, has access to strong innovation capabilities and has established access to high-quality manufacturing through the acquisition of Bioganix®. Management believes that it is well-positioned to capitalize on favorable long-term trends in the nutraceutical market.

The Market for Personal Protection Equipment ("PPE") and The Current Pandemic

Valued at USD$52.7 billion in 2019 and expected to reach USD$92.5 billion by 2025, the growth of this market is driven primarily by the current COVID-19 pandemic and corporations' focus on employee protection to reduce injuries at work. Rising industrial fatalities give the direction for the government and the employers to provide the protective equipment for the workers' protection and to reduce the injury rate.

In April 2020, the Company entered this market by manufacturing a line of hand sanitizers to meet the demand in the market. In July 2020, the Company entered into a joint cooperation agreement with H-Source Holdings, an online secured platform that allows buyers and sellers of PPE to conduct business in a secured and verifiable platform.

In September 2020, the Company secured a contract totaling $US20 million to supply PPE to government agencies and began to work with H-Source to negotiate and secure supply.

In 2021, the Company expects this market to continue to grow and it will allow the Company and its partners to position themselves in this health and wellness business beyond the current pandemic.

The Medical Cannabis and Hemp Market

The legalization of cannabis around the globe is setting the stage for a market revolution. Notwithstanding the 80 years of prohibition, it is estimated that more than 37 million people in the U.S. and millions more in Canada use cannabis, both legally and illicitly.

The first round of players in the market were licensed producers in Canada. The appetite for blue ocean in cannabis did drive market valuations to unsustainable levels, and the lack of financial performance led to a major correction. On average, cannabis companies lost about 65% of their market capitalization over the second and third quarter of this year.

Today, the focus is in the development of sustainable business, medical research, distribution platforms and, of course, a major event like the full legalization in the US at the federal level.

Ongoing research about the importance of endocannabinoid system dysfunction and its impact on health is demonstrating the positive link between medical cannabis therapy, combined with that of traditional pharma to treat diseases like cancer and neurological syndromes, both in adults and children. In Canada, the estimated market size of medical marijuana in Canada is expected to grow, and it is predicted that the medical marijuana market in Canada will be worth over $2.35 billion (Canadian dollars) by 2025.

The market for cannabis in North America is large and experiencing quick growth. It is expected that, by 2026, cannabis-related businesses will exceed $90 billion per year. The addition of medical cannabis to the Company's portfolio offers a new revenue stream for medical applications and potential research partnerships in this lucrative emerging market.

Canada

The market for cannabis (including medical marijuana) in Canada is highly regulated and brand restrictive. Health Canada is the primary regulator of the industry as a whole and cultivators, producers and packagers of cannabis products are required to obtain a CRA license from the Canada Revenue Agency. In Canada, hemp-derived CBD products that contains less than 0.3% of THC are legal in Canada and can be sold without a prescription as long as the selling entity is licensed to do so under Health Canada rules.

Any applicant seeking to become a licensed producer is subject to stringent licensing requirements, which can be summarized as follows:

Screening: During screening, the application and supporting documents are assessed for completeness, legibility and the ability to be further assessed.

Review and security clearance: Once an application has passed the screening stage, and security clearance applications are being processed, the application will undergo a detailed review to verify that the requirements are met. Health Canada works in conjunction with the RCMP on security clearance applications.

Pre-licensing and approval: Once Health Canada completes the detailed review of the submitted application, Health Canada provides the applicant with a confirmation of readiness email. This email prompts the applicant for information to demonstrate that there is a functioning facility at the site address. The applicant is required to provide a site evidence package with documentation including, but not limited to, detailed video walkthroughs of both the interior and exterior of the site, and site and building plans including descriptions and photographs that clearly detail facility completion.

Pre-License inspection: Health Canada inspectors may be deemed necessary prior to further licensing decisions. If an inspection is required, the inspection team will contact the applicant to schedule the prelicense inspection. In the case where an on-site pre-license inspection is not required, the license issuance will be based on the thoroughness of information found in the site evidence package. As the regulatory requirements for each license type vary, so do the requirements for the site evidence package. When an applicant reaches this stage in the application process, they are informed of what specific information is required.

Issuance of license: Once all information has been reviewed, including the results and observations from a pre-license inspection, if necessary, and all security clearances have been granted, an initial license for authorized activities is issued. A hard copy of the license, as well as an accompanying issuance letter detailing any conditions around the issued license, is mailed to the identified mailing address. In addition, all security-cleared key personnel are sent letters regarding the status of their security clearances for that site, under that application. Following issuance of the license, Health Canada holds a teleconference with the new license holder to discuss the license, including any conditions. License holders must ensure that the quality of cannabis products they produce meets all applicable requirements. When a license holder is first licensed, activities may be limited, particularly prior to being authorized to conduct the activity of sale for medical purposes. This graduated licensing is for the purpose of verifying that cannabis products intended for sale meet all of the quality standards set out under the Cannabis Regulations.

United States

Regarding North America, in the USA, the Farm Bill was adopted in late 2018, which removed hemp as a Schedule I substance and reclassified it as an ''agricultural commodity''. Hemp-derived CBD products are federally legal as long as they adhere to the law. The FDA has undertaken to review and provide oversight over CBD in foods and supplements. Until a final decision is taken, companies selling CBD products are not allowed to make any health claims on the products. The Company is closely following the development of the state's adoption and will make sure that the expected products that will be launched will be respecting the regulations. The estimated time before selling the hemp-derived CBD products in the USA depends on the adoption of the Farm Bill by the different states. The Company will not sell any marijuana-derived products in the USA before it is legal federally in the USA.

Europe

New rules and regulations are now affecting the European market since January 2019, and hemp extracts might need to get authorized by the European Food Safety Agency (EFSA) as being a novel food before hitting the market. The Company is closely following the development of these new rules and regulations and will make sure that the expected products that will be launched will be respecting these rules and regulations. The estimated time before selling the products in Europe will depend on the implementation of these new rules and regulations.

CORPORATE HIGHLIGHTS FOR THE REPORTING PERIOD

The fiscal year ended June 30, 2020 was a challenging year for the Company. During this period, the global economy was affected by several unique events, which impacted both public company valuations and the ability to meet revenue and profit targets.

Starting early in the fiscal year, the Company's overall valuation declined as a result of the impact from a major correction in the market for cannabis. Although the core business of the Company in terms of revenues did not involve cannabis, the Company's wholly owned-subsidiary Biocannabix was involved in the development of pediatric cannabinoid formulations under the leadership of Dr. Tina Sampalis. The entire market for cannabis saw average declines in company valuations of 80%. Relevium's valuation followed market trends, which resulted in an 80% decline in its market capitalization. This, combined with the lack of investment capital, made it impossible for the Company to raise capital and fund major projects.

In December 2019, the Company decided to pursue the spinout of its health and wellness subsidiary in order to segregate its assets and protect them from the cannabis correction. A merger with NewScope Capital was designed for this purpose but given the state of the capital markets, the transaction failed to secure interest by the already constricted capital markets.

In March 2020, the COVID-19 pandemic hit North America and major shutdowns of commercial infrastructure led to declines in consumer spending. In terms of Relevium's core business, the Bioganix® brand was affected by regulatory changes in the Company's main source of revenues, Amazon.com. This, combined with restrictions on inventory, supply chain delays and cash liquidity issues in the Company, led to a material decline in overall sales.

During the 12-month period ended June 30, 2020, the Company announced the following developments:

On July 9, 2019, the Company completed its closing of a private placement and issued an aggregate amount of 2,000,000 units of the Company at a price of $0.08 per unit, for gross proceeds of $160,000 to the Company. Each unit consists of one common share of the Company and one share purchase warrant entitling the holder thereof to purchase one common share at a price of $0.12 until July 9, 2020. The Company received $160,000 as of June 30, 2019 and booked a corresponding obligation to issue shares.

On July 10, 2019, the Company executed an exclusivity agreement to partner with SOS Cannabis Inc. ("SOSCannabis"), to obtain free legal representation for pediatric patients to seek reimbursement for the costs of medical cannabinoid therapy from different government agencies. The partnership agreement provides Relevium's pediatric customers with access to an experienced legal and case management team, who will prepare the case file and seek retroactive and prospective reimbursement for parents of pediatric patients at no cost. This partnership provides the Company with a unique advantage in terms of its business development strategy and first to market positioning in pediatric care.

On September 6, 2019, the Company completed its closing of a private placement and issued an aggregate amount of 3,427,500 units of the Company at a price of $0.065 per unit, for gross proceeds of $223,437.50 to the Company. Each unit consists of one common share of the Company and one share purchase warrant entitling the holder thereof to purchase one common share at a price of $0.12 until September 6, 2020.

On October 30, 2019, Relevium announced that its wholly-owned subsidiary, BGX, received a purchase order to supply Innova Health Care of Saudi Arabia with generic formulations totaling over $1,000,000. The Company has partnered with Montreal-based contract manufacturer BioV Pharma Inc. to fulfill the contract over the following months.

On March 3, 2020, Relevium announced that the Company's subsidiary, BGX, had shipped a total of $130,000 worth of generic formulations to its customer, Innova Health Care, based in Saudi Arabia. This represents the first shipment of the initial $1,000,000 purchase order the Company received, as announced on October 30, 2019. Given the current situation with the COVID-19 pandemic, the balance of the order was extended until further notice.

On March 4, 2020, Relevium announced the passing of Dr. Tina Sampalis, director and scientific officer of the Company. She had died on March 1, after fighting cancer with courage, resilience and tenacity. She will be greatly missed by the entire Relevium team.

On April 2, 2020, Relevium announced that it had sourced and would begin commercializing a line of Bioganix® hand sanitizers.

Relevium is leveraging its strong network of suppliers and formulators to manufacture and bring to market a line of hand sanitizers under the Bioganix® CleanCare™ brand. The Company will have an initial format of 8 oz (235 ml) that will effectively kill 99.9% of germs and bacteria. The product is formulated and manufactured in Miami, Florida at the Company's specialty products contract manufacturing partner and will be sold both online and through selected retail chains in the US.

On April 6, 2020, the Company announced that it had a pre-order platform where customers can purchase in advance and reserve its new line of CleanCare™ hand sanitizers by Bioganix®.

The Company began accepting pre-orders for the Company's new CleanCare™ hand sanitizer products and will ship them to customers on a first-come, first-serve basis. The priority will be existing customers in the United States.

Relevium added that it would begin its initial pre-order with approximately 10,000 units and would scale up operations to meet market demand. The Company will also begin to formulate new formats of CleanCare™ products, including 2 oz travel size, as well as working on launching new technologies for the home care market.

In addition to launching the Company's new hand sanitizer product, Relevium has also pledged to donate Bioganix® CleanCare™ products to local shelters, institutions, and support centres in Montreal.

On April 8, 2020, Relevium announced that it had secured the natural product number ("NPN") for the Canadian market and is ready to launch the product for Canadian customers.

Relevium is leveraging product formulation and manufacturing expertise of its integrated supply chain in Montreal to commercialize the newly announced Bioganix® CleanCare™ hand sanitizers that effectively kill 99.9% of germs and bacteria. The Company, through its local manufacturing partner, has secured a Health Canada NPN and will begin accepting pre-sale orders on a first-come, first-serve basis.

On April 9, 2020, the Company announced that it had launched its new Bioganix® CleanCare™ hand sanitizer product on pre-order to consumers in the Canadian and US markets.

The Company began accepting pre-orders for its new hand sanitizer products, which will be shipped out to Canadian customers on a first-come, first-served basis.

The Company has launched a new 8 oz six-pack format for its customers in the Canadian and US marketplaces.

On April 13, 2020, the Company announced that it had partnered with Montreal-based air purification leaders to launch a new line of residential and office air purification systems.

The systems, which will be added to the Bioganix® CleanCare™ line of personal health products, contain ultra-violet and photocatalytic technology, as well as particulate and gas filtration capabilities that are able to eliminate airborne pollutants, including viruses and bacteria.

On April 15, 2020, the Company announced that its new line of Bioganix® CleanCare™ hand sanitizers had been met with very strong pre-sales demand of approximately $250,000 since the product was made available on April 9, 2020.

On April 24, 2020, Relevium announced that it was expanding its CleanCare™ hand sanitizing line to include two new retail formats, as well as one institutional format, with the latter targeting the critical needs of retirement homes and community centres across Canada and the US.

Relevium, through its integrated supply chain, is successfully expanding production capabilities for CleanCare™ hand sanitizers to over 100,000 units per week.

On May 27, 2020, Relevium announced a private placement of 46,894,194 units ("Units") of the Company at a price of $0.035 per Unit (the "Offering"), resulting in gross proceeds to the Company of $1,641,296.76. Each Unit consists of one common share and one common share purchase warrant ("Warrant"). Each Warrant entitles its holder to acquire one common share of the Company at a strike price of $0.05 for a period of two years from the date of issuance. The Warrants are subject to an acceleration feature if the volume-weighted average price of the common shares trades at or above $0.075 on the TSX Venture Exchange for a period of seven consecutive days starting four months and a day from closing.

The Company paid finder's fees of $25,584.30 and issued 730,980 broker warrants ("Broker Warrants"). Each Broker Warrant entitles the holder to acquire one common share of the Company at a strike price of $0.05 for a period of one year from the date of issuance.

The net proceeds of the Offering will be used to fund business development, as well as for working capital purposes. All securities issued pursuant to the Offering are subject to a statutory four-month hold period.

On June 19, 2020, the Company received the last portion of the private placement totaling 6,000,000 Units, for gross proceeds of $210,000. The Units issued in this private placement have the same terms and conditions as described above.

On June 2, 2020, the Company provided a corporate update to its shareholders. The COVID-19 pandemic has created a new and challenging business environment around the world, and the economic consequences of this pandemic have been felt by the Company. The following are the decisions made by the management of the Company after the Reporting Period:

On October 17, 2019, the Company announced that its wholly owned subsidiary, Biocannabix, had executed a binding agreement to acquire the late-stage medical sales applicant Weedsense Inc., subject to approval of the TSX Venture Exchange and other regulatory approvals. The proposed transaction included the initial issuance of shares of Relevium, the investment of capital to build out the facility and a series of milestone payments thereafter. Following the lack of liquidity in the capital markets and the working capital deficiency of the Company, both of which prevented Relevium from securing regulatory approvals, management of the Company sought to postpone and renegotiate the proposed transaction. The Company was notified by the sellers of their position regarding the termination of the proposed transaction and has been working to settle any outstanding matters relating to such termination.

On October 29, 2019, the Company announced that it had executed a letter of intent to roll its wholly owned subsidiary, BGX, into NewScope Capital Corporation ("NewScope"), with the objective of crystalizing the value of the business in the wellness industry. Following the decline in cannabis and the loss in market value of Relevium, the Company sought to conclude this transaction to create focus and secure the necessary funding through an initial public offering. The transaction required the approval of the secured debenture holders, the shareholders and the TSX Venture Exchange, as well as the completion of a substantial equity financing and the listing of NewScope shares on the Canadian Securities Exchange. On January 28, 2020, the Company provided an update on the status of the proposed transaction with NewScope, including the updated terms and conditions. Due to poor economic conditions, the transaction was cancelled. From the potential transaction, the Company received $200,000 in advanced funds from Newscope, which have been captured as a payable to Newscope as at June 30, 2020. Newscope is claiming repayment of these funds, which the Company disputes; no legal action has been initiated by either party at this time. Due to this claim being in early stages and lack of any progress, management cannot reasonably determine the probable outcome and no reliable estimate of any contingent payments can be made relating to this claim.

On November 8, 2019, the Company announced that it had entered into an agreement to acquire a Montreal-based biopharma contract manufacturer. The transaction was aimed to complement the spin out of BGX and its Bioganix® brand. The Company is working closely with the contract manufacturer to transfer the manufacturing of key products to the Montreal-based manufacturer.

The same macroeconomic factors affecting the transaction with NewScope have led Relevium to put the transaction on hold pending a strategic review on a post-pandemic basis. Relevium does not have any outstanding obligations toward the contract manufacturer.

On June 11, 2020, Relevium announced the successful delivery of CleanCare™ hand sanitizers to retail customers in the US, including the orders announced in the Company's news release of April 15, 2020.

On June 19, 2020, the Company announced that it had expanded and continues to expand its CleanCare™ product line, as it prepares to address increased government and institutional demand for disinfection supplies in preparation for a potential second wave of COVD-19.

On June 18, 2020, CBC News reported that NATO nations have agreed to stockpile medical equipment and essential supplies to prepare for an anticipated second wave of COVID-19. Defence ministers from NATO have asked member nations to contribute to an emergency fund to buy even more supplies, as the alliance braces for a second wave of the pandemic. Municipal, regional and federal governments and institutions are also following suit, and the demand for North American-made and compliant products increases daily.

Relevium continues to innovate and bring new products to market to address market demand for critical health and wellness products, including surface disinfectants in the form of liquid sprays and wipes, targeting B2B, institutional and government customers. The Company's news product pipeline now includes air purification systems, seven new formats of gel and liquid sanitizers, surface disinfectants, wipes and a new alcohol-free product line.

On June 23, 2020, Relevium announced the appointment of James Mansour, an award-winning brand and marketing executive, to its advisory board.

Mr. Mansour is an award-winning branding authority who works closely with global brands to ensure success. He was instrumental in the development of many brands that became icons in the marketplace and multi-billion dollar businesses, including Victoria's Secret, the #1 lingerie brand in the world, and Bath and Body Works, the #1 beauty products specialty retailer in the world.

Mr. Mansour is an award-winning brand marketer and customer experience authority, a master at crafting compelling, powerful and resonant customer brand experiences. He is an authentic, influential and successful industry leader with over 25 years of experience as both an executive and international consultant.

His unique background provides a broad spectrum of significant business acumen in branding and marketing, including concept development, product design and promotion. This blend of disciplines delivers a rare combination of style and substance, seasoned strategic thinking, inspired ideas and hands-on experience.

Well versed in the needs of global corporations like 3M and Corian and highly experienced in navigating the demands of emerging companies, Mansour Design specializes in integrating brands across all media, delivering clarity, consistency and engaging interactivity, which elevates brands and drives target customers to new products online and on-shelf.

SUBSEQUENT EVENTS

On July 9, 2020, the Company completed a private placement (third tranche) that was originally announced on May 25, 2020. The Company issued 2,649,916 units of the Company at a price of $0.035 per unit, for gross proceeds of $92,747 to the Company. Each unit consists of one common share of the Company and one share purchase warrant entitling the holder thereof to purchase one common share at a price of $0.05 for the next 2 years. No finder's fees were paid.

On July 13, 2020, the Company announced the expansion of its CleanCare™ brand into the disinfection and personal protection market, following its successful entry into the hand sanitizing business.

Following this successful launch of its hand sanitizing products, and in view of new demand arising from the ongoing global pandemic, the Company's brand is expanding its mandate to cover disinfection and personal protection equipment and supplies (the "PPES Business"). With the expected introduction of air purification and disinfection home and office systems this fall, the Company is also mapping the entry into disinfection technologies and other personal protection products.

The Company also announced the appointment of The Paper Store as an official retailer for its Bioganix® CleanCare™ products, covering the northeastern United States. Established in 1964, The Paper Store is the largest family owned and operated specialty gift business in the American northeast. Today, the Anderson family runs over 80 stores throughout the northeast with a thriving ecommerce business and over 3,000 employees. The Company completed the delivery of initial inventory of Bioganix® CleanCare™ during the month of June 2020, and the products received great acceptance by the customer base of The Paper Store.

Also on July 13, 2020, Relevium entered into a letter of intent ("LOI") with H-Source Holdings Ltd. ("H-Source") to partner in the development, strategic sourcing and supply of global personal protective equipment ("PPE") requirements due to COVID-19.

The HSource1 proprietary platform is focused on supplying the significant demand for PPE products by

providing a central location for hospitals, governments, and businesses to procure highly needed medical surgical supplies, pharmaceuticals, capital equipment and wellness products. Relevium has established contracts with multiple vendors and products that are approved for global distribution, greatly increasing opportunities for supporting a healthier world.

H-Source and Relevium are partnering to make the CleanCare™ line available through HSource1, as well as other PPE products. HSource1 is a fully secured and auditable platform that connects buyers and suppliers in a secured, compliant, and transparent manner. The platform is registered and approved is 35 states in the USA, as well as Canada and Europe. H-Source partners with the accounting firm EY to deploy the platform.

H-Source and Relevium will be cooperating to list the Company's product offerings and incorporating its newly developed network of PPE products, vendors, and buyers onto the HSource1 platform. Relevium's Bioganix® CleanCare™ is now poised to expand to global markets utilizing the efficiencies of HSource1.

Both companies have also expressed their intention, in the LOI, to exchange equity and share resources to solidify the partnership.

On August 4, 2020, the Company announced that it had secured a licence for a patented science-based nutraceutical formulation that addresses major points of viral invasion, replication and toxicities develop by Dr. Dana F. Flavin, an internationally-recognized expert in immune modulation and the prevention and treatment of viruses and cancer. The patented formulation developed by Dr. Dana F. Flavin, which will be marketed under the Company's Bioganix® brand, was developed to work with multiple pathways to combat viral infections, including COVID-19, by increasing the antiviral defense while decreasing the replication and toxicity of the virus.

The Company has partnered with the licensor, a Canadian company engaged in the research and development of proprietary nutraceutical products, intellectual properties and other related formulas for the health and wellness, nutraceutical industries and the general public, to develop a strategy for brand development, messaging and retail distribution. The licensor has granted the Company an initial exclusive license for the United States, Germany and Colombia to use the licensed product, and the licensor's intellectual property to manufacture, have manufactured and sell the licensed product, provided that the licensed product is manufactured in accordance with the specifications and quality standards submitted or approved by the licensor. As per the terms of the licence, Relevium agrees to pay the licensor $3 per unit sold.

On September 17, 2020, Relevium announced that its wholly-owned subsidiary, BGX, has secured a US$20 million contract to supply critical personal protection equipment ("PPE") to the Canadian health care market.

The COVID-19 global pandemic has created significant gaps in the supply of PPE, and the Company, in partnership with the H-Source platform, has developed a strategic supply chain that provides effective access to the required products.

BGX has secured the first contract to supply critical PPE to authorized medical distribution companies located in Canada and aimed to satisfy urgent needs of healthcare institutions across Canada. The contract requires BGX to supply several hundred million examination gloves, as well as other critical supplies, with a total value of this initial contract of US$20 million.

In addition to the cost of acquisition, sourcing and logistics, the Company has entered into sales commission agreements with several intermediaries on both supply and sourcing sides and will pay sales commissions of approximately 10% in cash and 5% in share purchase warrants, with a term of 12 months and a strike price of $0.05, subject to successful execution and delivery of the products and subject to the approval of the TSX-V.

On October 19, 2020, the Company announced that BGX had shipped a total of $215,000 worth of generic formulations to its customer, Innova Health Care, based in Saudi Arabia.

On December 18, 2020, the Company signed an agreement with the convertible note holders to extend the term of the repayment of the convertible notes. On December 20, 2020, the Company was due to repay convertible notes in the amount of $2,352,941. As per the agreement among the Company and all convertible note holders, the maturity date of these convertible notes has been extended to January 31, 2021, subject to the conditions below:

• All warrants issued to convertible note holders, which have a strike price of $0.05 and were scheduled to expire on December 20, 2020, shall have their expiration date amended to December 20, 2022;
• The Company agreed to pay an extension fee of $24,000 to the convertible note holders, which can be paid either in cash of through the issuance of 800,000 common shares of the Company; and
• Interest and monitoring fees for January 2021 must be paid by December 28, 2020.

In addition, the Company may at its option extend the maturity date of the convertible notes up to three times for an additional 30 days each by paying an additional extension fee equal to 2% of the principal balance of the convertible notes for each extension.

RESTATEMENT OF JUNE 30, 2019 RESULTS

The consolidated financial statements have been reclassified, where applicable to conform to the presentation used in the current year. The Company is restating its consolidated financial statements as at June 30, 2019. In the course of preparing the Company's consolidated financial statements for the year ended June 30, 2020, the following errors were identified:

The Company entered into contract with a customer for sale over a third-party platform, which is subject to variable consideration related to the promotions as defined by IFRS 15 – Revenue from contracts with customers. This error resulted in the overstatement of revenue and overstatement of expense.

These errors have been corrected by restating each of the affected consolidated financial statement line items in the comparative year. The effects of the restatement on June 30, 2019 consolidated financial statements are as follows:

	As previously
	Reported	Adjustment	As restated
	$	$	$
Consolidated Statement of Loss and Comprehensive Loss
Revenue	4,053,617	(424,967)	3,628,650
Selling and marketing expenses	2,462,046	(424,967)	2,037,079

SELECTED ANNUAL INFORMATION

The following table summarizes key financial data to be read in conjunction with the audited financial statements of the Company for the years ended June 30, 2020 and 2019, prepared in accordance with IFRS and reported in Canadian dollars.

	Fiscal year ended June 30
	20202019		2018
		(restated)	(restated)
Revenue	$2,974,161	$3,628,650	$4,152,824
Net and comprehensive loss	($6,934,532)	($3,750,536)	($2,908,635)
Total assets	$4,334,466	$8,560,452	$8,575,302
Total liabilities	$4,278,944	$3,512,144	$3,468,499
Basic and fully diluted loss per share	($0.0456)	($0.0329)	($0.0369)
Weighted average outstanding shares	151,924,404	113,802,757	78,691,465

FINANCIAL HIGHLIGHTS FOR THE REPORTING PERIOD

The Company reported total assets of $4,334,466 as at June 30, 2020 (June 30, 2019: $8,560,452), a decrease of $4,225,986. This was primarily driven by a write-down in goodwill of $2,067,246, a write-down of amortizable licenses (under intangible assets) of $1,154,267, a decrease in cash and cash equivalents of $680,081 and a decrease in inventory of $432,929. This was counterbalanced by increases in receivables of $217,588. Total liabilities at June 30, 2020 were $4,278,944 (June 30, 2019: $3,512,144), an increase of $766,800. This is primarily due to increases of bank of advances of $237,373, accounts payable and accrued liabilities of $819,579, a loan from an officer of $74,954 and short-term debt of $1,880,614. This was counterbalanced by decreases in loan payable of $154,525, warrant liability of $117,715 and long-term debt of $1,973,480.

During the Reporting Period, the Company performed a goodwill impairment test and decided to recognize a write-down of $2,067,246; this is associated with the goodwill incurred as a result of the purchase of the Bioganix® online portal in its BGX E-Health subsidiary. Similarly, the Company performed an impairment test on its other intangible assets. The Company decided to write-off completely the Cannakids license, which is in its Biocannabix subsidiary. The entire amount of $1,154,267 was written off in the Reporting Period.

Shareholders' equity was $55,522 at June 30, 2020 (June 30, 2019: $5,048,308), a decrease of $4,992,786. This is primarily due to an increase in the deficit of $6,934,532. This was counterbalanced by an increase of share capital of $694,176 and share purchase warrants of $1,651,490, which occurred as a result of private placements closed during the Reporting Period, as previously described.

During the year ended June 30, 2020, the Company generated revenues from its Bioganix® brand of $2,974,161 (June 30, 2019: $3,628,650), representing a decrease of $654,489. The Company reported a net comprehensive loss of $6,934,532 in the Reporting Period (June 30, 2019: loss of $3,750,536).

During the Reporting Period ended June 30, 2020, the Company announced the following financial related developments:

• Private placement of $160,000, which closed on July 9, 2019
• Private placement of $223,438, which closed on September 6, 2019
• Private placement of $1,642,297, which closed on May 27, 2020
• Private placement of $210,000, which closed on June 19, 2020

OUTLOOK

In addition to the launch and development of its entrepreneurial start-up in medical cannabis, the Company will continue to focus on the acquisition of e-retail brands, businesses and technologies in the health and wellness market. As part of the overall acquisition strategy, Relevium will invest in optimizing and developing the acquired e-brands and business following a business model that includes:

• Marketing and product positioning strategies into segmented demographics in the US
• Continued review of its current product line and product development
• Launch of CBD and other cannabinoid-based brands and product segments
• Obtaining licenses or direct sourcing of exclusive products
• Partnerships and joint ventures for medical cannabis

COVID-19

The management of the Company will continue to monitor the COVID-19 pandemic situation and attempt to orient the Company's operations and corporate strategy accordingly.

RESULTS FROM OPERATIONS

The following table summarizes financial results for each of the reported periods.

	Fiscal year ended June 30 (audited)
	2020	2019	Variance
	$	$	$
Sales	2,974,161	3,628,650	(654,489)
Cost of sales	1,780,006	1,862,094	(82,088)
Gross profit	1,194,155	1,766,556	(572,401)
Accreted interest	221,644	125,075	96,569
Administration fees	160,373	469,486	(309,113)
Amortization of assets	4,659	147,936	(143,277)
Amortization of deferred financing costs	-	58,207	(58,207)
Bad debt expense	152,747	-	152,747
Change in fair value of warrant liability	(117,715)	85,500	(203,215)
Consulting fees	947,481	836,455	111,026
Gain on reduction of contingentconsideration payable	-	(77,670)	77,670
General and administrative expenses	898,011	1,141,653	(243,642)
Impairment of intangible assets	1,154,267	-	1,154,267
Impairment of goodwill	2,067,246	-	2,067,246
Interest on long-term debt	345,036	275,231	69,805
Loss (gain) on foreign exchange	(34,145)	2,664	(36,809)
Other expenses	344,798	-	344,798
Professional fees	301,999	359,632	(57,633)
Selling and marketing	1,653,382	2,037,079	(383,697)
Share-based payments	26,000	32,250	(6,250)
	8,125,783	5,493,498	2,632,285
Net loss	(6,931,628)	(3,726,942)	(3,204,686)
Other comprehensive items
Exchange differences on
translation of foreign operations	(2,904)	(23,594)	20,690
Net comprehensive loss	(6,934,532)	(3,750,536)	(3,183,996)
Loss per share – basic and diluted	(0.046)	(0.033)
Weighted average number ofshares outstanding	151,924,404	113,802,757

During the fiscal year ended June 30, 2020, the Company generated $2,974,161 in revenues (June 30, 2020: $3,628,60), representing a decrease of $654,489 over revenues generated in the fiscal year ended June 30, 2020. In the latter half of the Company's fiscal year, the COVID-19 pandemic had the effect of reducing online sales of the Company's products. In addition to the effect of the pandemic, the competitive environment also became more intense at that time.

Given the increased competition, costs of goods sold in the fiscal year ended June 30, 2020 were $1,780,006 (June 30, 2020: $1,862,094), representing a decrease of $82,088. In the year ended June 30, 2020, cost of goods sold accounted for 60% of sales (June 30, 2019: 51%). This resulted in a gross profit of $1,194,155 for the fiscal year ended June 30, 2020 (June 30, 2019: $1,766,556), representing a decrease of $572,401. Gross profit accounted for 40% of sales in the year ended June 30, 2020 (June 30, 2019: 49%).

Total expenses for fiscal year ended June 30, 2020 were $8,125,783 (June 30, 2020: $5,493,498), representing an increase of $2,632,285. As indicated above, the Company recognized two impairment charges of goodwill ($2,067,246) and intangible assets ($1,154,267), which both amounted to $3,221,513. Aside from these two non-cash charges, as indicated in the table above, most of the expense categories had decreases, including particularly administration fees (decrease of $309,113), general and administrative expenses (decrease of $243,642), professional fees (decrease of $57,633) and selling and marketing expenses (decrease of $383,697). In Q3 and Q4 of the Company's fiscal year, management tried to reduce costs as much as possible in response to the COVID pandemic.

The net comprehensive loss for the year ended June 30, 2020 was $6,934,532 (June 30, 2019: loss of $3,750,536), a difference of $3,183,996.

As outlined in this MD&A, the Company has launched new products in response to the COVID-19 pandemic. The Company will continue to find new opportunities and ways of increasing revenues, despite these tough economic times, and will monitor closely its cost structure.

The Company's ability to continue as a going concern is subject to its ability to develop its biopharma business, to consolidate its over-the-counter business and its ability to raise additional financing to execute the roll-up strategy from its current pipeline of targets.

Quarter Ended	Revenues	Net Loss &	Net loss per share	Weighted Average
	$	Comprehensive Loss$	(Basic & diluted)$	Common Shares
June 30, 2020	302,486	5,693,210	0.034	168,470,839
Mar. 31, 2020	529,735	197,871	0.001	147,446,356
Dec. 31, 2019	1,124,254	190,451	0.001	147,446,356
Sep. 30, 2019	1,017,686	853,000	0.006	144,483,924
June 30, 2019	598,631	1,136,950	0.009	125,250,747
Mar. 31, 2019	1,038,467	955,038	0.008	113,581,773
Dec. 31, 2018	1,006,501	1,001,151	0.009	111,918,730
Sep. 30, 2018	985,051	657,397	0.006	104,579,409

SUMMARY OF QUARTERLY RESULTS

FOURTH QUARTER

As indicated in the table above, the revenues in the fourth quarter of fiscal year 2020 were $302,486 (Fourth quarter of 2019: $598,631), a decrease of $296,145. The net loss and comprehensive loss for the threemonth period ended June 30, 2020 was $5,693,210 (June 30, 2019: $1,136,950), an increase of $4,556,260. In the fourth quarter of the fiscal year ending June 30, 2020, the Company recognized two write-downs of goodwill and intangible assets, as described above, which increased significantly the net loss and comprehensive loss for this quarter. In addition, the Company restated its 2019 results, with the result being a decrease of $424,967 in both revenues and selling and marketing expenses; this amount was charged against Q4 2019 results. Similar adjustments for the Reporting Period ending June 30, 2020 were also recorded in Q4 2020, which had the effect of reducing revenues in that quarter.

The major events that impacted the financial results in the fourth quarter of the Company's reporting period were:

• 1. The COVID-19 pandemic and its effects on online sales; and
• 1. Increased competition in the online marketplace.

FINANCIAL POSITION

The reporting period includes the operations for its subsidiary, BGX E-Health LLC, and the Bioganix® brand. The Company remains focused on growth and acquisitions and continues to rely primarily on equity and debt financing.

As at	June 30, 2020	June 30, 2019
	$	$
Total Assets	4,334,466	8,560,452
Current Assets	792,002	1,796,016
Current Liabilities	4,201,659	1,343,664
Current Working Capital	(3,409,657)	452,352

At June 30, 2020, the Company had total assets of $4,334,466 (June 30, 2019: $8,560,452), current assets of $792,002 (June 30, 2019: $1,796,016) and current liabilities of $4,201,659 (June 30, 2019: $1,343,664). The Company had negative working capital of $3,409,657 at June 30, 2020, compared to positive working capital of $452,352 at June 30, 2019. The principal reason for this significant change in working capital is due to the debt on the Company's balance sheet. At June 30, 2019, Relevium had $1,973,480 in long-term debt. Given that this debt was scheduled to mature in December 2020 (the date of which was extended – please consult the Subsequent Events above), the Company reported this amount as short-term debt at June 30, 2020, thereby affecting the working capital of the Company. In addition, the accounts payable and accrued liabilities of the Company were $1,390,688 at June 30, 2020 (June 30, 2019: $571,109), an increase of $819,579.

The Company's only significant source of funding has been the issuance of equity securities for cash and debt financing. The acquisition of Bioganix® has changed the status of the Company, from a developing stage company to an operating company with revenues and earnings.

At June 30, 2020, the Company has 67,611,331 warrants issued and outstanding that, if fully exercised, could generate $3,772,004 in capital to support the Company's activities. A description of Relevium's warrant transactions can be found in Note 15 of Relevium's annual consolidated financial statements for the year ended June 30, 2020.

	Weighted average
Expiry Date	Exercise price ($)	Number of warrants
July 2020	0.12	2,400,000
Sep. 2020	0.12	3,437,500
Dec. 2020	0.05	7,804,907
May 2021	0.05	730,980
May 2022	0.05	46,894,194
June 2022	0.05	6,000,000
	0.056	67,267,581

Management also recognizes that capital markets are always in flux and there may be risks involved beyond its control in securing additional capital or having outstanding warrants exercised.

CAPITAL RESOURCES

The Company's objective is to maintain a strong capital base in order to maintain investor, creditor and market confidence and to sustain future development of the business.

Management defines capital as the shareholders' equity of the Company. The Company's only significant source of funding has been the issuance of equity securities for cash and debt financing. The acquisition of Bioganix® and subsequent acquisitions are expected to change the status of the Company, from nonrevenue to a cash generating business.

The Company's business model also includes the role of a consolidator in the nutraceutical e- commerce space, and the Company therefore expects to continue to make acquisitions in this space through the capital markets.

OFF-BALANCE SHEET ARRANGEMENTS

The Company did not have any off-balance sheet transactions as at June 30, 2020.

RELATED PARTIES TRANSACTIONS

The Company's related parties include the CEO, CFO, directors, corporate secretary and family members of these parties. Unless otherwise stated, none of the transactions incorporates special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash. All balance of advances receivable and advances payable are measured at fair value and occurred in the normal course of business. Transactions with related parties for the year ended June 30, 2020 were as follows:

	June 30, 2020	June 30, 2019
	$	$
Management and directors' fees	374,398	52,764
Professional fees to corporate secretary	49,574	58,256
Loan with Investiness Inc.	230,000	-
Loan with Aurelio Useche	74,954	-
Share-based compensation	-	32,250

		Amounts owed toRelated Parties
	Period	$
Management and directors	June 30, 2020	176,466
	June 30, 2019	19,500
Corporate Secretary	June 30, 2020	54,929
	June 30, 2019	15,064

Amounts payable to related parties included in the non-current liabilities and in the accounts payable and accrued liabilities were as follows:

Stock Option Plan

The purpose of the Stock Option Plan (the "Plan") is to serve as an incentive for the directors, officers, employees and service providers who will be motivated by the Company's success, as well as to promote ownership of common shares of the Company by these people. There is no objective attached to the Plan and no relationship to manage the Company's risks. A description of Relevium's stock option transactions can be found in Note 16 of Relevium's annual consolidated financial statements for the year ended June 30, 2020.

At June 30, 2020, the Company had a total of 3,995,000 options issued and outstanding that, if fully exercised, could generate $675,250 in capital to support the Company's activities.

	Weighted average
Number of options	exercise price ($)	Expiry Date
180,000	0.10	Dec. 2022
1,250,000	0.15	Sep. 2025
2,275,000	0.19	Dec. 2027
250,000	0.15	Dec. 2020
3,995,000	0.1707

The Company has issued 3,955,000 options out of 6,983,684 options authorized under the incentive stock option plan.

Management's Responsibility for Financial Information & Accounting Estimates

Relevium's annual consolidated financial statements are the responsibility of Relevium's management and were prepared by Relevium's management in accordance with IFRS. A description of Relevium's significant accounting policies can be found in Note 5 of Relevium's annual consolidated financial statements for the year ended June 30, 2020.

Many of the amounts included in these annual consolidated financial statements require management to make judgements and/or estimates. These judgements and estimates are continuously evaluated and are based on management's experience and knowledge of the relevant facts and circumstances. Actual results may differ from the amounts included in the annual consolidated financial statements. A description of Relevium's critical accounting estimates, judgements and assumptions can be found in Note 3 of Relevium's annual consolidated financial statements for the year ended June 30, 2020.

CHANGES IN ACCOUNTING POLICIES

Standards issued but not yet effective

At June 30, 2020, a number of new standards, amendments to standards and interpretations have been issued but are not yet effective. Accordingly, they have not been applied in preparing the Company's consolidated financial statements. The Company is currently assessing the impact that these standards will have on the consolidated financial statements. New standards issued but not yet effective are not expected to be relevant to the Company's consolidated financial statements and as such are not listed.

Management does not anticipate all of the pronouncements will be adopted in the Company's accounting policies for the first period beginning after the effective date of each pronouncement. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company's consolidated financial statements and are not listed.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, market risk and interest rate risk.

Fair value

Hierarchy of Fair Value Measurements

IFRS 13 requires disclosure of a three-level hierarchy for fair value measurements based upon transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1: Fair value is based on quoted market prices in active markets for identical assets or liabilities.

Level 2: Fair value is based on observable inputs other than Level 1 prices, such as quoted market prices for similar, but not identical, assets or liabilities in active markets, quoted market prices for identical assets or liabilities in markets that are not active, and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Fair value is based on non-observable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial instruments classified within Level 3 of the fair value hierarchy are initially fair valued at their transaction price, which is considered the best estimate of fair value. After initial measurement, the fair value of Level 3 assets and liabilities is determined using valuation models, discounted cash flow methodologies, or similar techniques.

The carrying values of cash and cash equivalents, short-term investments, receivables, advances to Lifeline Pharma, accounts payable and accrued liabilities, bridge loan payable and loan payable approximate their fair values due to the immediate or short-term maturity of these financial instruments.

The determination of the fair value of cash and cash equivalents was calculated using level 1 fair value hierarchy.

The determination of the fair value of intangible assets and goodwill were calculated using level 3 fair value hierarchy. The determination of the contingent consideration payable and the convertible notes payable was calculated using level 2 fair value hierarchy.

Credit risk

The Company is exposed to credit risk through its cash and cash equivalents and trade and other receivables. Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of a contract.

Cash and cash equivalents are maintained with a high-quality financial institution. As the Company's cash is held by a single Canadian bank, there is a concentration of credit risk. The carrying amount of cash and cash equivalents represents the Company's maximum credit exposure. Trade and other receivables are all current and are recouped within a couple of days from the sale.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates, which were $Nil at June 30, 2020 (June 30, 2019 – $2,168,480).

Interest rate sensitivity

The following table demonstrates the sensitivity to a possible change in interest rates on its debts. With all other variables held constant, the Company's loss before tax is affected through the impact on floating rate borrowings, as follows:

	Increase /	Effect on loss
	Decrease	before tax
	%	$
2020	1%	25,736
2019	1%	26,675

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

Carrying amounts in the Company's consolidated financial statements are based upon best estimates of amounts ultimately realizable after conversion to Canadian funds. As at June 30, 2020, assets and liabilities in foreign currencies are approximately as follows:

	June 30, 2020	June 30, 2019
(US dollars)	$	$
Cash	15,144	65,732
Prepaid expenses	-	19,069
Accounts payable and accrued liabilities	314,438	42,744

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity issuances. The Company manages its liquidity risk by continuously forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

Undiscounted cash flows, including capital and interest related to the Company's liabilities, expire as follows:

	Carryingamount$	Maturingin less than12 months$	Maturingin 1 to 3years$	June 30, 2020Total$
Bank advances	237,373	237,373	-	237,373
Accounts payable and accrued liabilities	1,390,688	1,390,688	-	1,390,688
Advance from Newscope	200,000	200,000	-	200,000
Loan payable	178,474	178,474	-	178,474
Long-term debt	2,195,124	2,195,124	-	2,195,124
	4,201,659	4,201,659	-	4,201,659

Other Risk Factors

An investment in the Company involves a number of risks. You should carefully consider the following risks and uncertainties, in addition to other information in this MD&A in evaluating the Company and its business before making any investment decision in regard to the common shares of the Company. The Company's operating and financial condition could be harmed due to any of the following risks. The risks described below are not the only ones facing the Company. Additional risks not presently known to the Company's management may also impair Relevium's business operations. The Company's financial performance is likely to be subject to the following risks:

• Investment in the common shares is highly speculative given the proposed nature of the Company's business and its present stage of development.
• There can be no assurance that an active and liquid market for the Company's common shares

will develop, and an investor may find it difficult to resell its common shares.

• There can be no assurance that an active trading market in the Company's securities will be established and sustained. The market price for the Company's securities could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the securities of the Company. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies.
• The Company may acquire additional business, properties or assets in other jurisdictions or countries. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business.
• The Company's success depends to a certain degree upon certain key members of the management. It is expected that these individuals will be a significant factor in Relevium's growth and success. The loss of the service of members of the management and certain key consultants could have a material adverse effect on the Company.
• Additional funds for the pursuit of the Company's current and planned business operations may be required. No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Revenues, taxes, manufacturing and transportation costs, research and development costs, capital expenditures and operating expenses are all factors that may have an impact on the amount of additional capital that may be required. To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion and pursue only those initiatives that can be funded through cash flows generated from its existing operations.
• The successful deployment of the Company's products depends on managing complex implementation projects. A variety of factors may result in complex deployments being delayed, cancelled or failing. Some of these risks include: the inherent complexity of health and regulatory affairs, difficulty to appropriately staff the project with qualified personnel, the difficulty of managing a project in which the customer and multiple vendors must work together effectively, unrealistic deadlines, inability to realistically limit the scope of the project, problems with third party systems, software or services, inaccurate or faulty data, and insufficient time and investment spent in the planning and design phases of the project. As a result, the Company may not be able to successfully manage deployments of its products which could harm its reputation, be costly to correct, delay revenues and expose it to litigation.
• The Company is engaged in an industry that is highly competitive, is evolving and is characterized by technological change. As a result, it is difficult for it to predict whether, when and by whom new competing technologies or new competitors may enter the market. The Company faces competition from companies with strong positions in certain markets it is currently targeting, and in new markets and regions it may enter. Many of these current and potential competitors are much larger than the Company with access to significant resources it cannot currently match. The Company cannot assure that it will be able to compete effectively against current and future competitors. In addition, competition or other competitive pressures may result in price reductions, reduced margins or loss of market share, any of

which could have a material adverse effect on the Company's business, financial condition or results of operations.

• The Company's commercial success depends to a significant degree upon its ability to acquire and market brands and products, and to obtain patents or other intellectual property rights or statutory protection for these products in Canada, the United States and other countries, such as the countries in the European Union and Asia.
• Prosecution and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of claims allowed in the Company's future patents, their enforceability and its ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of Canada or the United States. Even if its patents are held to be valid and enforceable in a certain jurisdiction, any legal proceedings that the Company may initiate against third parties to enforce such patents will likely be expensive, take significant time and divert management's attention from other business matters. The Company cannot assure that any of its pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to it.
• In addition to patents, the Company relies on a combination of industrial designs, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce its proprietary technology and intellectual property rights in the United States, Canada and other countries. However, the Company's ability to protect its brand by registering certain trademarks may be limited. In addition, while the Company generally enters into confidentiality and non-disclosure agreements with its employees, consultants, contract manufacturers, distributors and dealers and with others to attempt to limit access to and distribution of its proprietary and confidential information, it is possible that:
  • o misappropriation of its proprietary and confidential information, including technology, will nevertheless occur;
  • o its confidentiality agreements will not be honored or may be rendered unenforceable;
  • o third parties will independently develop equivalent, superior or competitive technology or products;
  • o disputes will arise with its current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or
  • o unauthorized disclosure of its know-how, trade secrets or other proprietary or confidential information will occur.
• The Company cannot assure that it will be successful in protecting, maintaining or enforcing its intellectual property rights. If it is not successful in protecting, maintaining or enforcing its intellectual property rights, then the Company's business, operating results and financial condition could be materially adversely affected.
• The Company's commercial success depends, in part, upon it not infringing or violating intellectual property rights owned by others. The industry in which the Company competes has many participants that own, or claim to own, intellectual property. The Company cannot determine with certainty whether any existing third-party patents, or the issuance of any new third-party patents, would require it to alter its technologies or products, obtain licenses or cease certain activities, including the sale of certain products.
• The Company may in the future receive claims from third parties asserting infringement and other related

claims. Litigation may be necessary to determine the scope, enforceability and validity of third-party intellectual property rights or to protect, maintain and enforce the Company's intellectual property rights. Some of the Company's competitors have, or are affiliated with companies having, substantially greater resources than it has, and these competitors may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than the Company can. Regardless of whether claims that it is infringing or violating patents or other intellectual property rights have any merit, those claims could:

• o adversely affect the Company's relationships with current or future distributors and dealers of its products;
• o adversely affect its reputation with customers;
• o be time-consuming and expensive to evaluate and defend;
• o cause product shipment delays or stoppages;
• o divert management's attention and resources;
• o subject the Company to significant liabilities and damages;
• o require it to enter into royalty or licensing agreements; or
• o require it to cease certain activities, including the sale of products.
• If it is determined that the Company has infringed, violated or is infringing or violating a patent or the intellectual property right of any other person or if it is found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, the Company may be prohibited from developing, using, distributing, selling or commercializing certain of its technologies and products unless it obtains a license from the holder of the patent or other intellectual property right. The Company cannot assure that it will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If it does not obtain such a license or find a cost-efficient workaround, the Company's business, operating results and financial condition could be materially adversely affected, and it could be required to cease related business operations in some markets and restructure its business to focus on its continuing operations in other markets.
• The market for health and wellness is in constant evolution. It is characterized by rapid technological change and frequent new product introductions. Accordingly, the Company's future success depends upon its ability to enhance its current products and to develop, introduce and sell new products at competitive prices. The development of new technologies and products involves time, substantial costs and risks. The Company's ability to successfully develop new products depends in large measure on its ability to maintain a technically skilled research and development staff and to adapt to technological changes and advances in the industry. The success of new product introductions depends on a number of factors including timely and successful product development, market acceptance, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of components in appropriate quantities and costs to meet anticipated demand, the risk that new products may have quality or other defects in the early stages of introduction and its ability to manage distribution and production issues related to new product introductions. If the Company is unable, for any reason, to enhance, develop, introduce and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, its business would be harmed.
• The Company's failure to manage its growth successfully may adversely impact its operating results. The Company's ability to manage growth will require it to continue to build its operational, financial and management controls, human resource policies, and reporting systems and procedures. The

Company's ability to manage its growth will also depend in large part upon a number of factors, including the ability for it to rapidly:

• o expand its internal and operational and financial controls significantly so that it can maintain control over operations;
• o attract and retain qualified technical personnel in order to continue to develop reliable and flexible products and provide services that respond to evolving customer needs;
• o build a sales team to keep customers and channel partners informed regarding the technical features issues and key selling points of its products and services;
• o develop support capacity for customers as sales increase;
• o build a channel network to create an expanding presence in the evolving marketplace for its products and services; and
• o an inability to achieve any of these objectives could harm the business, financial condition and results of operations of the Company.
• The Company's revenues are difficult to forecast and, as a result, its quarterly operating results can fluctuate substantially. The Company is currently acquiring existing brands and products that are sold directly to consumers via e-commerce platforms. Revenue estimates can be significantly impacted by product cycles, the sales process, economic conditions in general or specific in the Company's target markets, and the order cycle of its clients. While we are not aware of significant supply issues suppliers may not be able to provide us with sufficient amounts of product to meet the demand, if we are successful in expanding sales of our products.
• As the Company does business in the U.S., it is quite possible that transactions will take place in foreign currencies. At this point the Company does not participate in hedging activities. Although it cannot predict the effect of possible foreign exchange losses in the future, if they occurred, then they could have a material adverse effect on the Company's business, results of operation, and financial condition. In addition, fluctuations in exchange rates could affect the pricing of its products and negatively influence customer demand.
• Tax examinations are often complex as tax authorities may disagree with the treatment of items reported by the Company, the result of which could have a material adverse effect on its financial condition and results of operations.
• The Company will be required to make accounting estimates and judgments in the ordinary course of business. Such accounting estimates and judgments will affect the reported amounts of its assets and liabilities at the date of its financial statements and reports and the reported amounts of its operating results during the periods presented. Additionally, the Company will be required to interpret the accounting rules in existence as of the date of the financial statements and reports when the accounting rules are not specific to a particular event or transaction. If the underlying estimates are ultimately proven to be incorrect, or if auditors or regulators subsequently interpret the Company's application of accounting rules differently, subsequent adjustments could have a material adverse effect on its operating results for the period or periods in which the change is identified. Additionally, subsequent adjustments could require the Company to restate its financial statements or reports. A restatement of the Company's financial statements or reports could result in a material change in the price of the common shares of the Company.
• Given the current size of the Company and its higher perceived risk profile, it is hard to attract competent people in general. This is even more challenging than usual because the Company's technology is a new technology and the resources available are limited. Although the Company believes it currently has a sufficient number of competent personnel, failure to recruit talent in the future may have a material

adverse effect on the future development of the Company's business.

Unfavorable Publicity or Consumer Perception

The Company believes the medical marijuana industry is highly dependent upon consumer perception regarding the safety, efficiency and quality of the medical marijuana produced. Consumer perception of the Company products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medical marijuana products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medical marijuana market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Company's products and the business, results of operations, financial condition and cash flows of the Company. The Company's dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on the Company, the demand for products, and the business, results of operations, financial condition and cash flows of the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of medical marijuana in general, or the Company's products specifically, or associating the consumption of medical marijuana with illness or other negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products legally, appropriately or as directed. For the year ended June 30, 2020, the Company did not generate any sales from medical marijuana

Factors Which May Prevent Achievement of Growth Targets

The Company is currently in the development stage. There is a risk that additional resources will be needed and milestones will not be achieved on time, on budget, or at all, as they 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 and its licensed suppliers:

• 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;
• 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.

Risks Inherent in an Agriculture Business

The Company's business involves the growing of medical cannabis, which is an agricultural product. As such, the business is subject to the risks inherent in the agricultural business, such as pests, plant diseases and similar agricultural risks. Although the Company will grow its products indoors under climate-controlled conditions, and carefully monitors the growing conditions with trained personnel, there can be no assurance that natural elements will not have a material adverse effect on the volume, quality and consistency of its products. For the year ended June 30, 2020, no production of medical cannabis has taken place, and there are no definitive contracts in place as at June 30, 2020 to begin these productions.

Risks Relating to the Cannabis Industry

The cannabis industry is subject to 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 production and marketing experience than the Company. Because of the early stage of the industry in which the Company operates, the Company expects to face additional competition from new entrants. If the number of users of medical marijuana in Canada increases, the demand for products will increase and the Company expects that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products and pricing strategies. To remain competitive, the Company will require a continued high level of investment in research and development, 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 of the Company.

Regulatory Risks

The Company will operate in a new industry which is highly regulated, highly competitive and evolving rapidly. As such, new risks may emerge, and management may not be able to predict all such risks or be able to predict how such risks may result in actual results differing from the results contained in any forwardlooking statements.

The Company's ability to grow, store and sell medical marijuana in Canada with respect to the facility is dependent on obtaining applicable Licenses from Health Canada and a CRA License from the Canada Revenue Agency and the need to maintain Licenses and the CRA License in good standing. Failure to: (i) comply with the requirements of any Licenses or a CRA License; and (ii) maintain any required License or a CRA License would have a material adverse impact on the business, financial condition and operating results of the Company.

The Company will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions of its operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to Company operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company. The industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond Company control and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce the Company's earnings and could make future capital investments or the Company's operations uneconomic. The industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants and which cannot be reliably predicted.

Licensing Requirements

The market for cannabis (including medical marijuana) in Canada is highly regulated. Health Canada is the primary regulator of the industry as a whole and cultivators, producers and packagers of cannabis products are also required to obtain a CRA License from the Canada Revenue Agency.

The applicable cannabis laws aim to treat cannabis like any other narcotic by creating conditions for a new commercial industry that is responsible for its production and distribution. Any applicant seeking to become a Licensed Producer is subject to stringent licensing requirements which can be summarized as follows:

Screening: During screening, the application and supporting documents are assessed for completeness, legibility and the ability to be further assessed.

Review and security clearance: Once an application has passed the screening stage, and security clearance applications are being processed, the application will undergo a detailed review to verify that the requirements are met. Health Canada works in conjunction with the RCMP on security clearance applications.

Pre-licensing and approval: Once Health Canada completes the detailed review of the submitted application, Health Canada provides the applicant with a confirmation of readiness email. This email prompts the applicant for information to demonstrate that there is a functioning facility at the site address. The applicant is required to provide a site evidence package with documentation including, but not limited to, detailed video walkthroughs of both the interior and exterior of the site, and site and building plans including descriptions and photographs that clearly detail Facility completion.

Pre-license inspection: Health Canada inspectors may be deemed necessary prior to further licensing decisions. If an inspection is required, the inspection team will contact the applicant to schedule the pre license inspection. In the case where an on-site Pre-license inspection is not required, the license issuance will be based on the thoroughness of information found in the site evidence package. As the regulatory requirements for each license type vary, so do the requirements for the site evidence package. When an applicant reaches this stage in the application process, they are informed of what specific information is required.

Issuance of license: Once all information has been reviewed, including the results and observations from a Pre-license inspection, if necessary, and all security clearances have been granted, an initial license for authorized activities is issued. A hard copy of the license as well as an accompanying issuance letter detailing any conditions around the issued license is mailed to the identified mailing address. In addition, all security-cleared key personnel are sent letters regarding the status of their security clearances for that site, under that application. Following issuance of the license, Health Canada holds a teleconference with the new license holder to discuss the license, including any conditions. license holders must ensure that the quality of cannabis products they produce meet all applicable requirements. When a license holder is first licensed, activities may be limited, particularly prior to being authorized to conduct the activity of sale for medical purposes. This graduated licensing is for the purpose of verifying that cannabis products intended for sale meet all of the quality standards set out under the Cannabis Regulations.

Any applicant seeking a CRA License is also subject to stringent licensing requirements.

The market for cannabis (including medical marijuana) in Canada is regulated by the Cannabis Act and other applicable cannabis laws. Health Canada is the primary regulator of the industry as a whole. The cannabis laws aim to treat cannabis like any other narcotic used for medical purposes by creating conditions for a new commercial industry that is responsible for its production and distribution.

The Company's ability to grow, store and sell cannabis for medical purposes in Canada is dependent on obtaining the License. The License is subject to ongoing compliance, reporting requirements and renewal and there is no guarantee that Health Canada will renew the license. Should the Company fail to obtain or comply with the requirements of the License there would be a material adverse effect on the Company's business, financial condition and results of operations.

Government licenses are currently, and in the future may be, required in connection with the Company's operations, in addition to other unknown permits and approvals which may be required. To the extent such permits, and approvals are required and not obtained, the Company may be prevented from operating and/or expanding its business, which could have a material adverse effect on the Company's business, financial condition and results of operations.

Environmental Regulations and Risks

The Company's operations are subject to environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations.

Government approvals and permits are currently, and may in the future, be required in connection with the Company's operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from the proposed production of medical cannabis or from proceeding with the development of their operations as currently proposed.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Company may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Changes in Laws, Regulations and Guidelines

The Company's operations are subject to a variety of laws, regulations and guidelines relating to the manufacture, management, packaging/labelling, advertising, sale, transportation, storage and disposal of medical cannabis but also including laws and regulations relating to drugs, controlled substances, health and safety, privacy, the conduct of operations and the protection of the environment. To the knowledge of management, the Company is currently in compliance with all such laws. That said, any changes to such laws, regulations and guidelines are matters beyond the control of the Company that may cause adverse effects to Company's operations and financial conditions.

The risks to the business of the Company represented by this or similar actions are that they might lead to court rulings or legislative changes that allow those with existing licenses to possess and/or grow medical cannabis, perhaps allow others to opt out of the regulated supply system implemented through the Cannabis Laws by growing their own medical cannabis, or potentially even legitimize illegal areas surrounding cannabis dispensaries. This could significantly reduce the addressable market for the Company's products and could materially and adversely affect the business, financial condition and results of operations for The Company.

The Ministerial Order regarding the cannabis tracking system was published in the Canada Gazette, Part II, on September 5, 2018. It came into force on October 17, 2018. All those with a federal license to cultivate and process cannabis, and provinces and territories, are required to submit monthly tracking reports to the Minister of Health.

While the impact of this regime is uncertain and highly dependent on which specific laws, regulations or guidelines are changed and on the outcome of court decisions, it is not expected that any such changes would have an effect on the Company's operations that is materially different than the effect on similarsized companies in the same business as The Company. In addition, the industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond the Company's control and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce The Company's earnings and could make future capital investments or the Company's operations uneconomic.

Restrictions on Sales Activities

The industry is in its early development stage and restrictions on sales and marketing activities imposed by Health Canada, the Canada Revenue Agency provincial governments, various medical associations, other governmental or quasi-governmental bodies or voluntary industry associations may adversely affect Company's ability to conduct sales and marketing activities and could have a material adverse effect on the Company's respective businesses, operating results and financial conditions.

Competition

There is potential that the Company will face intense competition from other companies, some of which can be expected to have more financial resources, industry, manufacturing and marketing experience than the Company. Additionally, there is potential that the industry will undergo consolidation, creating larger companies that may have increased geographic scope and other economies of scale. Increased competition by larger, better-financed competitors with geographic or other structural advantages could materially and adversely affect the business, financial condition and results of operations of the Company.

The government of Canada has only issued to date a limited number of licenses under the applicable cannabis laws. There are, however, several hundred applicants for licenses. The number of licenses granted could have an impact on the operations of the Company. Because of the early stage of the industry in which the Company operates, the Company expects to face additional competition from new entrants. According to Health Canada there were 120 licensed producers as of September 30, 2018. If the number of users of medical cannabis in Canada increases, the demand for products will increase and the Company expects that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products.

Competition may increase as well due to the fact that the recreational market was in Canada legalized on October 17, 2018. The Company will be in direct competition with other producers to become a provider of the SQDC in Québec or other state-controlled corporations in other Canadian provinces.

OUTSTANDING SHARE DATA

As at the date of this MD&A, there are 207,770,388 common shares issued and outstanding of Relevium.

CAUTIONARY STATEMENT

This Management and Discussion Analysis may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Company's current expectations regarding future events. Forward-looking information is based on several assumptions and is subject to several risks and uncertainties, many of which are beyond the Company's control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Readers should not place undue reliance on forward- looking statements and forward-looking information and are cautioned that reliance on such information may not be appropriate for other purposes.

The Company does not undertake any obligation to update such forward-looking information, whether because of new information, future events or otherwise, except as expressly required by applicable law. These risks and uncertainties include, but are not limited to, those described under the headings "Financial Instruments & Risk Management" and "Inherent Risk Factors" in this MD&A and could cause actual events or results to differ materially from those projected in any forward-looking statements. The Company does not intend, nor does it undertake any obligation, to update or revise any forward-looking statements contained in this MD&A to reflect subsequent information, events or circumstances or otherwise, except if required by applicable law.

ADDITIONAL INFORMATION

Additional disclosures pertaining to the Company's material change reports, press releases and other information are available on the SEDAR website at www.sedar.com.

On behalf of the Board of Directors, we thank our shareholders for their continued support.

"Aurelio Useche"

Aurelio Useche Chief Executive Officer

January 19, 2021