RESTART LIFE SCIENCES — Management Reports 2025

Apr 8, 2025

restart
LIFE SCIENCES

Management's Discussion and Analysis
Years Ended December 31, 2024 and 2023

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Restart Life Sciences Corp.
(formerly, "Nova Mentis Life Science Corp.")
Management Discussion & Analysis
For the Years Ended December 31, 2024 and 2023
restart
LIFE SCIENCES

1.0 INTRODUCTION

The following discussion and analysis are a review of the operations, current financial position and outlook for Restart Life Sciences Corp. ("Restart Life" or the "Company") for the years ended December 31, 2024 and 2023, and related notes, including other pertinent events subsequent to that date up to and including April 8, 2025, 2025. The following information should be read in conjunction with the Company's Audited Annual Consolidated Financial Statements for the years ended December 31, 2024 and 2023, and related notes (the "Annual Financial Statements"), which are filed on the SEDAR website: www.sedarplus.com.

The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All dollar figures included herein and in the following discussion and analysis are quoted in Canadian dollars unless otherwise noted.

The financial information in this Management's Discussion and Analysis ("MD&A") is derived from the Company's Annual Financial Statements. This MD&A may contain forward looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of risk factors beyond its control. Actual results may differ materially from the expected results. For additional information on Forward-looking Information, please refer to the related section at the end of this MD&A.

2.0 DESCRIPTION OF BUSINESS AND ACTIVITY

The Company was incorporated on October 27, 2004 in the province of British Columbia, based in Vancouver, as "Weststar Resources Corp.", a mineral exploration company. On October 21, 2016, the Company completed a change of business to the cannabis industry and changed its name to "Liberty Leaf Holdings Ltd." On June 26, 2020, the Company changed its business to life sciences and changed its name to "Nova Mentis Life Science Corp."

On November 8, 2024, the Company consolidated all of its issued and outstanding common shares on the basis of five pre-consolidated shares for every one post-consolidated share. The Company had 148,318,660 shares issued and outstanding prior to the consolidation. Post-consolidation, the Company has 29,663,732 shares outstanding and changed its name to Restart Life Sciences Corp. ("Restart Life") concurrent with the consolidation. The shares trade on the Canadian Securities Exchange (the "CSE") under the stock symbol "HEAL". The Company also trades on the Frankfurt Stock Exchange ("FSE") under the symbol "HN3", and the OTC Pink Sheets under the symbol "NMLSD".

On January 24, 2025, the Company consolidated all of its issued and outstanding common shares on the basis of two pre-consolidated shares for every one post-consolidated share. The Company had 36,253,901 shares issued and outstanding prior to the consolidation. Post-consolidation, the Company had 18,126,958 shares outstanding prior to completing a non-brokered private placement (see note 18). All common shares, per common share amounts, warrants, stock options, and RSUs in this MD&A have been retroactively restated to reflect the share consolidation.

The principal address of the Company is located at 700 - 838 West Hastings Street, Vancouver, British Columbia, Canada, V6C 0A6.

Restart Life Sciences Corp is a Canadian life sciences company dedicated to addressing today's health challenges with innovative wellness solutions. We are committed to forging a successful path through our unwavering dedication and significant achievements. Please refer to https://www.restartlife.co/ for additional information.

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Restart Life Sciences Corp.
(formerly, "Nova Mentis Life Science Corp.")
Management Discussion & Analysis
For the Years Ended December 31, 2024 and 2023
restart

3.0 HIGHLIGHTS

OPERATIONS

• On February 19, 2025, the Company announced that it had secured a strategic production partnership with a Canadian co-packer to manufacture its Brain Balls product line and scale production to meet consumer demand effectively and efficiently.
• On December 13, 2024, Restart Life announced that it had signed a joint venture agreement with Brain Balls Inc., a company known for its innovative, with the goal to formulate and produce health-focused snack products;

CORPORATE

• On February 18, 2025, the Company settled an aggregate of $118,477 in debt through the issuance of 1,579,689 Units at a price of $0.075 per Unit. Each Unit consists of one common share and one common share purchase warrant (each a "Warrant"), each Warrant entitling the holder thereof to purchase one additional common share in the capital stock of the Company for a period of 12 months at a price of $0.10 per common share;
• On February 18, 2025, the Company issued 3,095,000 RSUs to directors, officers, and consultants of the Company. The RSUs have a fair value of $294,025, are valid for a two-year term and are governed by the Company's RSU Plan, approved by the Company's shareholders on December 22, 2020. The RSUs are subject to a statutory hold period of four months and one day from the date of issuance;
• On February 18, 2025, the Company granted 1,830,000 options to directors, officers, and consultants of the Company. The options have an exercise price of $0.10 and a term to expiry of 2 years;
• On February 7, 2025, the Company announced that it had closed a non-brokered private placement through the issuance of 11,000,000 units (each a "Unit") for gross proceeds of $550,000. Each Unit is comprised on one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.075 for a period of one year from the date of issuance;
• Concurrent with the private placement that was completed on February 7, 2025, the Company settled an aggregate of $126,185 in debt through the issuance of 2,523,708 Units under the same terms of the private placement;
• On January 24, 2025, the Company consolidated all of its issued and outstanding common shares on the basis of two pre-consolidated shares for every one post-consolidated share. The Company had 36,253,901 shares issued and outstanding prior to the consolidation. Post-consolidation, the Company had 18,126,958 shares outstanding prior to completing a non-brokered private placement;
• In January 2025, 130,000 RSUs were settled through the issuance of 130,000 common shares in the capital of the Company;
• During the year ended December 31, 2024, 136,950 warrants expired unexercised. The warrants had a weighted average exercise price of $0.84;
• On December 11, 2024, the Company announced the appointment of Khavita Harrycharran to the Board of Directors (see, section 5.1 – Corporate Developments), and the resignation of Derek Ivany as Executive Chair from the Board of Directors;
• On November 12, 2024, 500,000 options were granted to a consultant of the Company. The options have a term of three years and an exercise price of $0.10;
• In October 2024, Restart Life entered into convertible debt agreements in the amount of $15,000 with directors of the Company and a third-party investor. These loans were repaid with accrued interest in February 2025;

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restart
LIFE SCIENCES

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

• On November 8, 2024, the Company consolidated all of its issued and outstanding common shares on the basis of five pre-consolidated shares for every one post-consolidated share. The Company had 148,318,660 shares issued and outstanding pre-consolidation, and 29,663,732 shares post-consolidation;
• On November 8, 2024, the Company announced it entered into debt settlement agreements with certain directors, officers, and consultants of the Company through the issuance of 3,180,085 common shares in the capital of the Company to settle $318,008 in debt;
• During the year ended December 31, 2024, 75,000 options expired unexercised. The options had a weighted average exercise price of $0.77. Additionally, 490,000 options with a weighted average exercise price of $0.70 were cancelled;
• On August 27, 2024, the Company announced that it had entered into an intellectual property conveyance agreement with Ludwig Enterprises Inc. ("Ludwig", OTCPK:LUDG) in exchange for the settlement of $331,687 (US$245,712) in debt and 750,000 shares of Ludwig. Ludwig shall pay a royalty ranging from 2.5% to 5% on all revenue derived from commercialization of the property for a period of 10 years (See Intellectual Property Conveyance Agreement for more details);
• During the year ended December 31, 2024, the Company settled 115,000 RSUs through the issuance of 115,000 common shares in the capital of the Company. An additional 85,000 RSUs forfeited, and 205,000 RSUs were cancelled;
• On March 21, 2024, Restart Life entered into a convertible loan agreement with a director of the Company for a total of $60,000 at 14% interest for a period of twelve months from the date of signing. Either Restart Life or the lender may elect to convert the Loan to common shares in the capital of Restart Life at a conversion price in accordance with the policies of the CSE (See "Liquidity and Capital Resources");
• On February 23, 2024, the Company announced the appointment of Steve Loutskou to the Board of Directors (see, section 5.1 – Corporate Developments);
• On January 3, 2024, Restart Life announced the appointment of Dr. Georg Hochwimmer to the Board of Directors (see, section 5.1 – Corporate Developments).

4.0 OUTLOOK & FUTURE CATALYSTS

• The Company has invested significant time and effort into a comprehensive restructuring of its financial framework, successfully mitigating outstanding debt and liabilities. This strategic initiative was followed by a robust rebranding effort, the establishment of a refined new management structure, and the introduction of a revitalized leadership team. The refreshed leadership, underpinned by a forward-thinking vision, is firmly focused on enhancing shareholder value. Collectively, these initiatives serve as the cornerstone for the Company's long-term strategy of value creation.
• In collaboration with Brain Balls, the company is actively developing a portfolio of health-focused products, with a distinct emphasis on brain health, cognitive function, and memory enhancement. This initiative is further supported by a strategic production agreement with a reputable Canadian co-packer. Additionally, the Company is in the process of developing proprietary product lines in-house, with full ownership retained by Restart or through collaborative partnerships with other industry leaders.
• The Company remains singularly focused on the creation, development, and market introduction of new product brands specifically centered around brain health and overall wellness. The overarching goal is to generate sustainable revenue streams that not only ensure financial stability but also provide continuous funding for the company's clinical trials and research initiatives.
• A diverse range of health products, including but not limited to vitamins and nutraceuticals, is currently under development, with a primary emphasis on enhancing brain health, cognitive performance, focus, and memory function. Through the creation of proprietary intellectual property or strategic partnerships,

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

the Company plans to launch these product brands individually, aligning with favorable market conditions to optimize their impact and success.

> The Company is actively advancing its strategic partnership to redefine the Phase IIA clinical trial, which is focused on evaluating the efficacy of psilocybin in patients diagnosed with Fragile X Syndrome (FXS). As the trial progresses, the resulting data will be leveraged to drive future initiatives, positioning the Company to capitalize on emerging opportunities in this evolving therapeutic space.

5.0 OVERALL PERFORMANCE

CORPORATE STRATEGY

On October 22, 2024, the Company announced that a current board member, Steve Loutskou, was appointed president and CEO, signalling a shift in the Company's leadership. During his tenure as director, Mr. Loutskou has worked to realign Restart Life's strategic direction to position the Company for growth in 2025, adapting to the evolving dynamics of the life sciences sector. This updated strategy is designed to keep pace with both Canadian economic conditions and the broader business landscape, ensuring the Company remains relevant and positioned to drive shareholder value.

With 27 years of entrepreneurial experience across various industries, Mr. Loutskou is dedicated to implementing a clear, focused strategy to build Restart Life's future. The Company will leverage existing initiatives while integrating new, innovative approaches to drive sustained growth and enhance value for its shareholders.

As part of its 2025 strategy, Restart Life will launch a rebranding initiative aimed at more accurately reflecting its growth goals and industry evolution. The Company will provide an update on the rebranding initiative in the near future.

On December 13, 2024, Restart Life announced that it had signed a joint venture agreement with Brain Balls Inc., a company known for its innovative, health-focused snack products. The agreement allows Restart Life immediate, unrestricted access to a portfolio of intellectual property, brand formulations, packaging and trademark agreements associated with the Brain Balls product line.

Under the terms of the agreement, Restart Life will also have the option to acquire all or partial assets of Brain Balls at its discretion within 12 months, based on the achievement of specific milestones. These milestones include product sales, sales growth over designated periods, distribution achievements and other key performance indicators as outlined in the agreement.

The JV will operate under the following equity distribution: Restart Life: 85%, Brain Balls: 7.5% and Production Partner: 7.5%. As part of this arrangement, the production partner will not bear any costs; instead, all costs will be passed through to the JV for management and allocation. Expense Sharing: The JV will share expenses according to the following allocation: Restart Life: 92.5% and Brain Balls: 7.5%. This structure will ensure that Restart Life, as the majority equity holder, is responsible for the larger share of operational costs, while Brain Balls will contribute proportionally based on their equity share. It is anticipated that the funding requirements for the initial product will be minimal, as the first batch of production will proceed in phases. This approach allows for market testing with small batches before scaling up.

In the initial phase of operations, the first three months (which may be extended if all parties agree) of net income generated by the JV will be allocated into a dedicated pool. This pool will be specifically used for purchasing bulk

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

ingredients and packaging materials, which are key components of the product. This strategic decision will help streamline the distribution split moving forward, allowing for more efficient management of the JV's resources and simplifying operational costs as the business grows.

Importantly, this JV was completed without any cash outlay, further enhancing the financial flexibility and strategic positioning of Restart Life. The agreement is expected to drive shareholder value by broadening Restart Life's portfolio and strengthening its presence in the rapidly expanding health-focused food sector.

The Brain Balls JV agreement aligns with the Company's mission to promote wellness and innovation, and will allow the Company to leverage Brain Balls' products and formulations while tapping into a growing market of health-conscious consumers interested in food products that support individuals with autism, ADHD and other cognitive challenges. Studies have shown that nutraceuticals—ingredients that provide health benefits—can play a vital role in supporting cognitive health. The addition of targeted amino acids, fatty acids, individual vitamins and proteins to Brain Balls' formulations will further enhance the products' effectiveness in addressing cognitive disorders.

The Joint Venture combines the strengths of both companies, leveraging Brain Balls' expertise in formulating products with natural ingredients like amino acids, proteins, and nutraceuticals with Restart Life's ongoing research and clinical trials focused on improving cognitive function and well-being. The initial goal is to finalize the production of Brain Balls' first product line, followed by the creation of additional products, with the plan to launch them on digital marketplaces, pending necessary regulatory approvals.

As Restart Life finalizes its continuance of the ongoing clinical trial with a redefined focus on cognitive health, the partnership allows both companies to adapt and expand product offerings based on the outcomes of these studies. Pending successful trial results, the companies plan to launch a wider range of products designed to support individuals seeking natural alternatives for cognitive wellness.

The products will be made available on digital marketplaces, providing consumers with easy access to these innovative health solutions. The joint venture also underscores both companies' commitment to health and wellness that prioritize consumer trust and effectiveness.

On February 19, 2025, the Company announced that it had secured a strategic production partnership with a Canadian co-packer known for its exceptional manufacturing standards and operational efficiency. This collaboration will enable Restart Life to scale production while upholding stringent quality control standards as the Company advances with the launch of its Brain Balls product line.

With this agreement, the co-packer, a recognized leader in the health food industry, will serve as the official production partner for the Brain Balls and subsequent product lines. The co-packer operates a fully-equipped production facility in British Columbia, Canada, which will be utilized to handle raw ingredients, package and ship, ensuring the highest quality standards for consumers.

The co-packer, known for its flagship branded healthy cereals, has demonstrated a proven track record of success in the production and distribution of health-conscious, clean-label food products. Their production capabilities, combined with their expertise in delivering high-quality products, make them an ideal partner for Restart Life.

The Company continues to examine and explore the progress of its existing initiatives, focusing on optimizing their impact and effectiveness. Restart Life is dedicated to evaluating each initiative to ensure alignment with its

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

overall strategy and mission. This continuing assessment will help the Company identify opportunities for enhancement and ensure it is driving meaningful results.

As part of its corporate update, the Company is pleased to summarize its current value base:

• Canada's first psilocybin clinical trial for fragile X syndrome: The company is partnered with KGK Science to conduct the Phase IIA clinical trial, which will be carried out at the KGK facility in London, Ont., Canada. Updates on its progress are to come as the company receives updates from its partners.

Ludwig Enterprises Inc. Intellectual Property Conveyance Agreement: As previously announced on Aug. 27, 2024, the Company entered into an agreement that included the forgiveness of $245,712 (U.S.) in debt. Additionally, Ludwig Enterprises issued 750,000 restricted shares of its common stock, valued at $303,165 on September 26, 2024, the time of issuance. Under the terms of the agreement, for a period of 10 years, Ludwig will pay Restart Life a 2.5-per-cent royalty on all revenue generated from the commercialization of the property, up to the amount of $245,712 (U.S.), and 5 per cent on any revenue exceeding that amount.

The company plans to conduct a comprehensive review of both past and present initiatives. Through this examination, management will assess the feasibility of each initiative and make timely decisions regarding its future. The company's focus on current value remains on the monetization of efforts and capital to date. The company is committed to allocating resources toward the most promising opportunities while considering the financial requirements and ability to achieve results within these initiatives. Maximizing shareholder confidence in the company's strategy and driving shareholder value is a primary consideration for management.

INTELLECTUAL PROPERTY CONVEYANCE AGREEMENT

On August 27, 2024, Restart Life announced that it had entered into an intellectual property conveyance agreement (the "Agreement") with Ludwig Enterprises Inc. ("Ludwig") and Dr. Marvin S. Hausman ("Hausman"), CEO of Ludwig, pursuant to which the Company shall assign to Ludwig all of its intellectual property and patent of the mRNA Neuro Panel and Serotonin Assay, along with any and all data accumulated testing these assays (the "Property").

Under the terms of the Agreement, in consideration of the assignment of the Property, Hausman shall forgive the Company on a total of $331,687 (US$245,712) in debt owed to Hausman pursuant to consulting services provided to the Company and Ludwig shall issue to the Company 750,000 restricted shares in the capital of Ludwig at closing. The shares had a fair value of $303,165 on September 26, 2024, the date they were issued. The total value of consideration for the transaction is $634,851, comprised of marketable securities and forgiven debt. The shares are subject to certain lock-up provisions and may not be sold for a term of one year from the date of the agreement. Restart Life may sell up to 50,000 shares in the six months following the expiration of the initial one-year term, and up to 100,000 shares per quarter thereafter. The Ludwig shares had a fair value of $158,683 as at the year ended December 31, 2024.

In addition, for a period of 10 years from the date of the Agreement, Ludwig shall pay the Company a 2.5% royalty on all revenue derived from commercialization of the Property up to the amount of $331,687 (US$245,712) and 5% on any revenue over this amount.

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

BIOTECHNOLOGY RESEARCH AND DEVELOPMENT ("R&D")

Previously, Restart Life, under Nova Mentis Life Science Corp., centered its scientific focus on chronic neuroinflammatory conditions. To ensure commercial success, the Company had assembled a strong core team and multiple international research collaborations, to leverage expertise in drug discovery and development, including proprietary drug manufacturing, preclinical model systems, and clinical testing.

During 2021 and 2022, the Company invested significantly in R&D in order to manufacture 50.9 grams of pharmaceutical grade, cGMP synthetic psilocybin drug which is currently in storage at a licensed facility. The Company had proprietary cGMP synthetic psilocybin 1.5 mg microdose capsules manufactured, and these capsules will be used in the Phase IIA clinical trial on human patients. KGK Science Inc. ("KGK"), the Clinical Research Organization ("CRO") commissioned by the Company to carry out the clinical trial, holds 260 such capsules for use in the trial.

The Company's preclinical research results, which were published in an international science journal, showed that a low microdose formulation of the Company's psilocybin drug significantly modulated behavioural and cognitive defects in a genetic model of FXS.

KGK, a wholly-owned subsidiary of Wellbeing Digital Sciences Inc. (NEO: MEDI) (OTC: KONEF) (FRA: SQ2), through the terms of its research services agreement (the "Agreement") with Restart Life, will conduct the Company's Phase IIA clinical trial to test the efficacy of psilocybin on patients diagnosed with FXS. This trial is the first human research investigating the potential of a microdose of psilocybin to improve behavioural and cognitive symptoms associated with FXS. The results of the 10-person, open-label study will be used to support the Company's drug development program under FDA Orphan Drug designation. Under the Agreement with Restart Life, KGK will perform research services, including the development of the clinical trial protocol, regulatory and ethics submissions, conduct of the trial, data management and validation, statistical analysis and drafting of the final report (the "Services"). The clinical trial is planned to be conducted at KGK's dedicated research facility in London, Ontario, Canada. The Company will use pharmaceutical grade cGMP synthetic psilocybin 1.5 mg microdose capsules in the study, production of which was completed for research purposes by the Company in 2022. Efforts to recruit patients for this study are ongoing.

5.1 CORPORATE DEVELOPMENTS

On August 27, 2024, alongside the Company's announcement of the Agreement with Ludwig, the Company provided a corporate update. Regarding the Company's Health Canada Phase 2a clinical trial "An Open-Label Investigation of the Effects of Sub-Perceptual Repeat Dosing of Psilocybin on the Behavioural and Cognitive Symptoms of Fragile X Syndrome in Adult Patients" – the recruitment portion of the trial has proven to be very challenging. Together with its' CRO partner KGK Science, over 20 individuals have been vetted for enrollment but unfortunately none have met the stringent requirements for enrollment.

Coupled with the challenges the psychedelic sector has and is going through, the Company's Board is actively seeking suitable business opportunities that create shareholder value and compliment the Company's Life Sciences industry listing on the CSE.

In January 2024, the Company appointed Dr. Georg Hochwimmer to its Board of Directors. Dr. Hochwimmer is Chief Analyst at General Research, GmbH, a leading Munich-based securities research and analysis firm. Dr. Hochwimmer is a noted business consultant and academic responsible for aiding in the development of several

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

highly profitable companies throughout Europe. He serves as the CEO of supraMAT Technologies AG, which is a business incubator for German technology companies. He founded leading German technical start-ups, such as NGP Polymers, SmartDyelivery and Trophosys. He is also a managing director of Microdrop Technologies, which is a globally leading 3D micro-printing company. Dr. Hochwimmer has earned advanced degrees in chemistry and mechanical engineering.

On February 23, 2024, the Company announced the appointment of Steve Loutskou to the Board of Directors. Mr. Loutskou, has over 20 years' experience as an entrepreneur. From the initiation of early-stage start-ups, to steering them through mature commercialization phases, he has demonstrated exceptional skills in navigating the intricate landscape of financing. With two decades of experience in business management, operations, and financing, Mr. Loutskou has garnered experiences spanning various industry sectors. His strategic vision and financial acumen have both accelerated start-ups to success and also attracted substantial investment. It is anticipated that Mr. Loutskou will assist in developing strategies for Restart Life aimed at elevating its business operations. On October 22, 2024, the Company announced that Mr. William Rascan stepped down as president and CEO and Mr. Loutskou was appointed in his place. The Board wishes to thank Mr. Rascan for his contributions to the Company during his tenure.

On December 11, 2024, the Company announced the appointment of Harrycharran to its Board of Directors. Ms. Harrycharran is a seasoned marketing professional with extensive experience in account management within the health and wellness sectors. She has a proven record of delivering strategic results and exceptional productization delivery, all while maintaining disciplined financial oversight and executing impactful marketing campaigns. Ms. Harrycharran currently manages a diverse portfolio of multiple accounts and plays a pivotal role in aligning client objectives with comprehensive marketing strategies, reflecting a deep understanding of the unique needs and nuances of each client. Whether it is overseeing product launches, brand repositioning or multichannel advertising campaigns, Ms. Harrycharran consistently ensures that each project exceeds client expectations while driving measurable results. Passionate about the dynamic worlds of health and wellness, Ms. Harrycharran remains committed to staying ahead of industry trends, leveraging data-driven insights and delivering exceptional service that builds lasting partnerships.

With the addition of Ms. Harrycharran to the Company's Board, Mr. Derek Ivany has resigned from the Board of Directors and as Executive Chair. The Company wishes him success in his future endeavours. Steve Loutskou, president, CEO, and a director of the Company, shall assume Mr. Ivany's role as Executive Chair.

5.2 RESULTS OF OPERATIONS

SELECTED ANNUAL FINANCIAL INFORMATION

The following table provides selected financial information and should be read in conjunction with the Company's Annual Financial Statements:

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

	December 31, 2024	December 31, 2023	December 31, 2022
	$	$	$
Net Income (Loss)	224,745	(1,224,422)	(2,465,886)
Net Income (Loss) per Share, basic	0.01	(0.08)	(0.20)
Net Income (Loss) per Share, diluted	0.01	(0.08)	(0.20)
Total Assets	190,397	31,059	296,785
Total Liabilities	489,468	841,662	255,441

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following are selected financial results for the eight most recent quarterly periods:

For the periods ended:	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024
Working capital deficiency	(308,143)	(595,644)	(1,055,788)	(905,787)
Net income (loss) for the period	136	459,566	(90,578)	(144,379)
Net income (loss) per common share, basic	0.01	(0.01)	(0.01)	(0.01)
Net income (loss) per common share, diluted	0.01	(0.01)	(0.01)	(0.01)
For the periods ended:	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
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Working capital deficiency	(821,986)	(613,161)	(429,833)	(127,775)
Net loss for the period	(209,560)	(184,064)	(302,793)	(528,005)
Net loss per common share, basic	(0.01)	(0.01)	(0.01)	(0.01)
Net loss per common share, diluted	(0.01)	(0.01)	(0.01)	(0.01)

For the three months ended December 31, 2024 and 2023

During the three months ended December 31, 2024, the Company reported a net income of $136 compared to a loss for the three months ended December 31, 2023 of $209,560. The Company's net loss included expenditures as follows:

• Accounting, legal and audit fees totaled $16,646 during the three months ended December 31, 2024 (December 31, 2023 - $10,770). The current period charge relates to routine audit fees, compared to prior period expenses which are largely due to legal work required to file and obtain patents;
• Consulting fees during Q4/2024 of $105,054 increased by $71,343 compared to the Q4/2023 expenditure of $33,711, mainly due to reducing the number of consultants engaged by the Company in order to conserve resources;
• Management fees of $63,640 (Q4/2023 - $55,500), paid to the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), are slightly higher than the prior year period;
• Office and general of $67,152 in Q4/2024 reflects routine general office expenditures, interest on convertible debt, and travel costs related to investor outreach and marketing efforts. Q4/2023 expenditures of $91,755 related to general office expenses and travel costs;
• The Company granted 500,000 options during Q4/2024 (Q4/2023 - nil), and recorded share-based payments of $32,381 in Q4/2024 (Q4/2023 - $nil);

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

• Shareholder communications and investor relations in Q4/2024 of $4,615 (Q4/2023 - $8,924) related to news releases, and printing shareholder meeting materials;
• Transfer agent and filing fees of $8,671 (Q4/2023 - $8,755) are mainly in line with prior year comparative period and relate to routine exchange fees and filing costs;
• R&D costs of $nil incurred in Q4/2024 versus $514 realized in Q4/2023 pertained to minor consulting fees;
• During the three-month period ended December 31, 2024, the Company received cash of $nil in relation to a loan receivable (December 31, 2023 - $1,106) (see Loan Receivable from Just Kush below);
• The loss on short-term investments during the current year period of $134,402 (December 31, 2023 - $nil) related to the change in fair value of its shareholdings in Ludwig (see Intellectual Property Conveyance Agreement); and
• The Company recorded a gain on settlement of debt of $381,538 during Q4/2024 (Q4/2023 - $nil).

For the year ended December 31, 2024 and 2023

During the year ended December 31, 2024, the Company reported net income of $224,745 compared to a loss for the year ended December 31, 2023 of $1,224,422. The Company's net loss included expenditures as follows:

• Accounting, legal and audit fees totaled $38,589 during the year ended December 31, 2024 (December 31, 2023 - $46,569). The current year expense relates to routine audit and legal fees, compared to prior year expenses which are largely due to legal work required to file and obtain patents, and patent maintenance costs;
• Consulting fees during the year ended December 31, 2024 of $229,770 decreased by $239,796 compared to the 2023 expenditure of $469,566, mainly due to reducing the number of consultants engaged by the Company in order to conserve resources;
• Management fees of $230,140 (2023 - $222,000) were paid to the Chief Executive Officer ("CEO"), and Chief Financial Officer ("CFO"), and are largely in line with the prior year;
• Office and general of $92,526 during the year ended December 31, 2024 reflects routine general office expenditures, and travel costs related to investor outreach and marketing efforts. In 2023, expenditures of $119,636 related to IT and website maintenance, and general office expenses, and advertising and promotion costs;
• Share-based payments of $32,381 recorded during the 2024 period relates to the grant of 500,000 options. Comparatively, during 2023, the expenditure of $273,375 relates to the vesting of RSUs which were issued in January 2023;
• Shareholder communications and investor relations during the year ended December 31, 2024 of $8,961 (2023 - $33,013) decreased $24,052 over the prior year. The difference over the prior year can be attributed, in part, to the Company's withdrawal of its listing on OTC Markets, a US-based Exchange, and also included timing differences in the advance payments for the Company's Annual General Meeting. Current year costs are attributed to news releases and public company costs;
• Transfer agent and filing fees in the current year of $23,337 (2023 - $22,252) are mainly in line with prior year expenditures and relate to routine exchange fees and filing costs; and
• R&D costs of $500 incurred during 2024 versus $71,151 realized in 2023, which pertained to biotechnology research and development costs. Current year costs related to minor consulting fees related to the Company's ongoing clinical trial. In the prior year, the Company incurred costs related to its observational study, and development and production of its cGMP psilocybin.
• During the year ended December 31, 2024, the Company received cash of $1,357 in relation to a loan receivable (December 31, 2023 - $7,735) (see Loan Receivable from Just Kush below);

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

• A gain on sale of intellectual property of $634,851 was recorded during the year ended December 31, 2024 and reflects the fair value of compensation received in shares and forgiveness of debt in exchange for the transfer of certain patents to Ludwig Enterprises (see Intellectual Property Conveyance Agreement);
• The loss on short-term investments during 2024 of $144,526 (December 31, 2023 - $nil) related to the change in fair value of its shareholdings in Ludwig (see Intellectual Property Conveyance Agreement); and
• The Company recorded a gain on settlement of debt of $381,538 during 2024 (2023 - $nil).

LOAN RECEIVABLE FROM JUST KUSH

On December 6, 2017, the Company signed an agreement to acquire shares of Just Kush Enterprises Ltd. ("Just Kush", or the "borrower"), a private British Columbia company with an ACMPR license.

Pursuant to the agreement, the Company had advanced amounts to Just Kush to assist them in building out a facility to carry out operations under its ACMPR license.

Due to deteriorating market conditions in the cannabis industry and a general disagreement between the stakeholders involved regarding terms of the original purchase agreement and whether the Company had an obligation to contribute capital to Just Kush, the Company entered into a rescission agreement dated March 19, 2021 with Just Kush such that the original purchase agreement was null and void. In accordance with the rescission agreement, shares involved in the original purchase agreement were returned to capital, and Just Kush had was required to repay a principal sum of $2,037,839 representing advances made by the Company to Just Kush under the original purchase agreement.

Just Kush had agreed to repay the principal amount on or before March 30, 2027 in monthly installments commencing on March 30, 2022. Just Kush failed to commence repayment of the loan. On May 1, 2022, the Company entered into a forbearance agreement with Just Kush to waive its rights to enforce the rescission agreement with respect to Just Kush's default, and to grant Just Kush the right to delay the repayment of the loan. Just Kush could request additional three-month extensions together with an extension fee of $40,000 for each extension to be added to its indebtedness to the Company. Just Kush requested two such extensions, and extension fees of $80,000 were added to the principal of the loan. At December 31, 2022, management believed that the future recoverability of the loan was uncertain. As such, during the year ended December 31, 2022, Restart Life recorded an impairment loss of $764,776 on the fair value of the loan.

In June 2023, the Company signed an amended and restated loan agreement, based on a principal sum of $2,130,462, which stipulated that Just Kush would make payments against the loan based on their monthly gross sales and a sliding scale of tiered repayment rates. During the year ended December 31, 2024, the Company received $1,357 with respect to repayment of the loan (December 31, 2023 - $7,735). The loan bears interest at 10% per annum.

As at December 31, 2024, the total amount owing to Restart Life from Just Kush, including principal and accrued interest, was $2,483,930.

LOAN AGREEMENTS

On March 21, 2024 (the "Effective Date"), the Company entered into a convertible loan agreement (the "Loan") with a director of the Company (the "Lender") for a total of $60,000 at 14% interest for a period of twelve months from the date of signing. At any time after the Effective Date, either Restart Life or the Lender may elect, at their exclusive direction, to convert the Loan, plus any accrued and unpaid interest, to common shares in the capital of

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

Restart Life. The conversion price of the shares will be in accordance with the policies of the CSE. Proceeds of the Loan will be used to satisfy immediate working capital needs of the Company.

On October 18, 2024, Restart Life entered into convertible loan agreements totalling $15,000 with directors of the Company and a third-party investor. The loans bear interest at 14% per annum for a period of twelve months from the date of signing. At any time after the Effective Date, either Restart Life or the Lender may elect, at their exclusive direction, to convert the Loan, plus any accrued and unpaid interest, to common shares in the capital of Restart Life. The conversion price of the shares will be in accordance with the policies of the CSE. Proceeds of the Loan will be used to satisfy immediate working capital needs of the Company.

The convertible loans have an embedded derivative in the form of a conversion feature with a fair value of $4,056 as at December 31, 2024 (2023 - $nil), which has been included on the Statement of financial position as a conversion feature liability. During the year ended December 31, 2024, the Company recognized $10,612 in accrued interest on these loans, included in office and general expenses on the statement of income and loss, and fair value adjustments to the conversion feature liability of $1,680.

In February 2025, the debtholders elected to receive repayment of the loans in cash, and an aggregate amount of $83,049 comprising of principal and accrued interest was paid to the debtholders.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2024, Restart Life had cash and cash equivalents of $11,315 (December 31, 2023 - $8,088) to meet contractual financial liabilities of $489,468 (December 31, 2023 - $841,662). The Company had working capital deficit of $308,143 as at December 31, 2024 (December 31, 2023 - $821,986).

To address working capital requirements for 2024, the Company has maintained cost control measures to minimize its general and administrative expenses where possible.

For fiscal 2025 and beyond, the Company may require additional financing to address capital and operating expenditures to fund ongoing operations, R&D, pay general and administrative expenses, and to seek out additional opportunities in the biotechnology and life sciences industry to create shareholder value.

On February 7, 2025, the Company announced that it had closed a non-brokered private placement through the issuance of 11,000,000 units (each a "Unit") for gross proceeds of $550,000. Each Unit is comprised on one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.075 for a period of one year from the date of issuance.

Proceeds will be used for general working capital purposes. No finders' fees or commissions were paid in connection with this private placement. All of the securities issued in connection with this private placement are subject to a four-month hold period pursuant to rules of the CSE.

Concurrent with the private placement that was completed on February 7, 2025, the Company settled an aggregate of $126,185 in debt through the issuance of 2,523,708 Units under the same terms of the private placement.

On February 18, 2025, the Company settled an aggregate of $118,477 in debt owed to related parties of the Company through the issuance of 1,579,689 Units at a price of $0.075 per Unit. Each Unit consists of one common share and one common share purchase warrant (each a "Warrant"), each Warrant entitling the holder thereof to

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

purchase one additional common share in the capital stock of the Company for a period of 12 months at a price of $0.10 per common share.

In November 2024, Restart Life entered into convertible loan agreements in the amount of $15,000 with directors of the Company and a third-party investor. Funds will be used for working capital purposes. These loans are in addition to the convertible loan agreement signed on March 21, 2024 for a principal amount of $60,000 (see Loan Agreements).

During the year ended December 31, 2024, 136,950 warrants expired unexercised. The warrants had a weighted average exercise price of $0.84.

On November 12, 2024, 500,000 options were granted to a consultant of the Company. The options have a term of three years and an exercise price of $0.10. The fair value of the options on grant date was $32,381. Subsequent to the year ended December 31, 2024, the Company granted 1,830,000 options to directors, officers, and consultants of the Company. The options have an exercise price of $0.10 and a term to expiry of 2 years.

During the year ended December 31, 2024, 75,000 options expired unexercised. The options had a weighted average exercise price of $0.77. In addition, 490,000 options with a weighted average exercise price of $0.70 were cancelled.

On November 8, 2024, the Company entered into debt settlement agreements with certain directors, officers, and consultants of the Company and settled $318,008 in debt through the issuance of 3,180,085 common shares in the capital of the Company. The shares had a fair value of $254,406 on the date of issuance, which was recognized in Share capital on the statement of financial position as at December 31, 2024, and $63,602 was recognized as a gain on settlement of debt on the statement income and loss for the year then-ended. Certain consultants of the Company agreed to settle half of their debt in shares and forgive the remaining half. Restart recognized a gain on settlement of debt of $317,381 related to forgiven debt.

On January 11, 2024, the Company settled 115,000 RSUs through the issuance of 115,000 common shares in the capital of the Company. An additional 85,000 RSUs were forfeited, and 205,000 RSUs were cancelled. In January 2025, 130,000 RSUs were settled through the issuance of 130,000 common shares in the capital of the Company, and an additional 3,095,000 RSUs were issued to directors, officers, and consultants of the Company. The RSUs have a fair value of $294,025, and are valid for a two-year term.

OUTSTANDING SHARES

The following table sets forth information concerning the outstanding securities of the Company, post-consolidation:

	April 8, 2025	December 31, 2024	December 31, 2023
Common Shares	33,230,355	18,011,951	29,433,732
Warrants	15,103,397	-	273,900
Share Options	1,830,000	600,000	1,330,000
Restricted Share Units	3,095,000	230,000	1,040,000
Fully Diluted Shares	53,258,752	18,841,951	32,077,632

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

RELATED PARTY TRANSACTIONS

Related parties as defined by IAS 24 - Related Party Disclosures include members of the Board of Directors, key management personnel, and any companies controlled by these individuals. Key management personnel include those persons having authority and responsibility for planning, directing, and controlling activities of the Company being directors and executive management, comprising of the Chief Executive Officer and the Chief Financial Officer.

The transactions noted below are in the normal course of business and are approved by the Board of Directors in adherence to conflict-of-interest laws and regulations.

These amounts of key management compensation and other related party transactions are included in the amounts shown on the consolidated statements of loss and comprehensive loss for the years ended December 31, 2024 and 2023:

For the years ended December 31,	2024	2023
Consulting fees	123,037	143,000
Management fees	230,041	222,000
Share-based payments	-	197,550

As at December 31, 2024, accounts payable and accrued liabilities included $211,405 (December 31, 2023 - $454,797) due to officers and directors or companies controlled by current or former officers and directors. The amounts due are non-interest-bearing, unsecured, and without stated terms of repayment.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

PROPOSED TRANSACTIONS

The Company has not entered into any proposed transactions.

ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET EFFECTIVE

For details of the accounting policies applied in preparation of the Annual Financial Statements, and the Company's Future Accounting Standards, including accounting standards not yet adopted, new accounting standards adopted, and accounting standards amended but not yet effective, please refer to Note 3 of the Company's Annual Financial Statements for the years ended December 31, 2024 and 2023.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of these Annual Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both the period of revision and future periods.

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restart

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

The key areas of judgment applied in the preparation of the consolidated financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities is as follows:

• Research and development expenditures

Costs to develop products that will be sold are capitalized to the extent that the criteria for recognition as intangible assets in IAS 38 Intangible Assets are met. Those criteria require that the product is technically, and economically feasible, which management assessed based on the attributes of the development project, perceived user needs, industry trends and expected future economic conditions. Management considers these factors in aggregate and applies significant judgment to determine whether the product is feasible. The Company has not capitalized any product development costs as at December 31, 2024 and December 31, 2023.

• Going concern

The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenses, meet its liabilities for the ensuing year, and to fund planned and contractual exploration programs, involves significant judgment based on historical experience and other factors including expectation of future events that are believed to be reasonable under the circumstances.

• Determination of control in business acquisitions

The determination of the acquirer in business acquisitions is subject to judgment and requires the Company to determine which party obtains control of the combining entities. Management applies judgment in determining control by assessing the following three factors: whether the Company has power; whether the Company has exposure or rights to variable returns; and whether the Company has the ability to use its power to affect the amount of its returns. In exercising this judgment, management reviewed the representation on the Board of Directors and key management personnel, the party that initiated the transaction, and each of the entities' activities.

The assessment of whether an acquisition constitutes a business is also subject to judgment and requires the Company to review whether the acquired entity contains all three elements of a business, including inputs, processes and the ability to create output. Management has had to apply judgments relating to acquisitions with respect to whether the acquisition was a business combination or an asset acquisition.

The key estimates applied in the preparation of the consolidated annual financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

• The inputs used in assessing the recoverability of deferred tax assets

The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies the tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement.

• Assumptions used as inputs to calculate share-based payments

The value of share-based payments is subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.

• Fair value of equity issuances for non-cash consideration.

In instances where the fair value of assets received, or services rendered cannot be reliably measured management estimates the fair value of common shares issued as non-cash consideration by reference to the closing trading

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restart
LIFE SCIENCES

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

price of its shares in active markets. In instances where common shares issued are subject to internally imposed hold periods, management applies a discount to the value of the shares.

• Convertible financial instruments

Convertible financial instruments consist of a loan and an equity conversion feature that gives the holder an option to convert the loan into a specified number of shares of the borrower. The conversion option is classified as a derivative liability that is measured at fair value, with changes in fair value recorded in profit or loss. The fair value measurements require management to estimate the fair value of its common shares by reference to the closing trading price of its shares in active markets, taking into account the volatility of market prices and interest rates in effect at the time of reporting.

Actual results could differ from those estimates. Key judgments and estimates made by management with respect to those areas noted previously have been disclosed in the notes to the consolidated financial statements, as appropriate.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

In connection with Exemption Orders issued in November 2007 by each of the securities commissions across Canada, the CEO and CFO of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed interim financial statements and the audited annual financial statements and respective accompanying MD&A.

In contrast to the certificate under National Instrument ("NI") 52-109 (Certification of Disclosure in Issuer's Annual and Interim Filings), the Venture Issuer Basic Certification includes a 'Note to Reader' stating that the CEO and CFO do not make any representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financing reporting, as defined in NI 52-109.

RISKS AND UNCERTAINTIES

The Company believes that the following risks and uncertainties may materially affect its success.

Regulatory Risks

As a Company in the psychedelic drug industry, the activities of the Company are subject to regulation by governmental authorities in Canada. Achievement of the Company's business objectives are contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals, where necessary. In all cases, plans moving forward and all opportunities are subject to all necessary governmental and municipal approvals being granted. This applies to both the Company and any companies in which it has investments. The Company cannot predict the time required to secure all appropriate regulatory approvals, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals could have a material adverse effect on the Company's business, results of operations and financial condition.

Change in Laws, Regulations and Guidelines

The Company's business is subject to particular laws, regulations, and guidelines. The Company intends to comply with all laws and regulations, but there is no guarantee that the governing laws and regulations will not change which will be outside of the Company's control.

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restart
LIFE SCIENCES

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

Substantial Capital Requirements and Liquidity

Substantial additional funds for the establishment of the Company's current and planned operations will 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. Various factors will 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 plans that can be funded through cash flows generated from its existing operations, which at this time are insignificant.

Financing Risks and Dilution to Shareholders

The Company will have limited financial resources, limited operations and limited revenues. Also, any other investment opportunities pursued by the Company may require additional financing. There can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be available on favorable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.

Competition

There is competition within the biotechnology industry for investments and products considered to have commercial potential. The Company will compete with other biotechnology companies, many of which have greater financial, technical and other resources than the Company, for, among other things, research and development of biotechnology products, as well as for the recruitment and retention of qualified employees and other personnel.

Reliance on Management and Dependence on Key Personnel

The success of the Company will be largely dependent upon the performance of the directors and officers and the ability to attract and retain key personnel. The loss of the services of these persons may have a material adverse effect on the Company's business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

Conflicts of Interest

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

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restart
LIFE SCIENCES

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

Uninsurable Risks

The Company may become subject to liability for risks against which it cannot insure. The payment of any such liabilities would reduce the funds available for the Company's usual business activities. Payment of liabilities for which the Company does not carry insurance may have a material adverse effect on the Company's financial position and operations.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

FORWARD-LOOKING INFORMATION

This MD&A contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for future operations. In some cases, you can identify forward-looking statements by the use of terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this MD&A include statements about the Company's business plans; the costs and timing of its developments; its future investments and allocation of capital resources; requirements for additional capital. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including: general economic and business conditions, fluctuations in prices and demand for psilocybin and related products; our lack of operating history; conclusions or economic evaluations; changes in project parameters as plans continue to be refined; failure of plant, equipment or processes to operate as anticipated; regulatory and legal issues; or other risks of the psychedelic drug industry; delays in obtaining government approvals or financing or incompleteness of development activities, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of the Company's business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the Canada, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Detailed listings of general and administrative expenses are provided in the Annual Financial Statements of the Company for the years ended December 31, 2024 and 2023.

OFFICERS AND DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the matter(s). In

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restart
LIFE SCIENCES

Restart Life Sciences Corp.

(formerly, "Nova Mentis Life Science Corp.")

Management Discussion & Analysis

For the Years Ended December 31, 2024 and 2023

determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

Current directors and officers of the Company are as follows:

• Steve Loutskou, CEO, President, and Director
• Dr. Georg Hochwimmer, Director
• Khavita Harrycharran, Director
• Rebecca Hudson, CFO
• Kelly Pladson, Corporate Secretary

OTHER REQUIREMENTS

Additional disclosure of the Company's material documents, information circular, material change reports, new release, and other information can be obtained on SEDAR at www.sedarplus.ca.

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