RESTART LIFE SCIENCES — Management Reports 2025

May 22, 2025

restart
LIFE SCIENCES

Management's Discussion and Analysis
Three Months Ended March 31, 2025 and 2024

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Restart Life Sciences Corp.
(formerly, "Nova Mentis Life Science Corp.")
Management Discussion & Analysis
For the Three Months Ended March 31, 2025 and 2024
restart

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 three months ended March 31, 2025 and 2024, and related notes, including other pertinent events subsequent to that date up to and including May 21, 2025. The following information should be read in conjunction with the Company's Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2025 and 2024, and related notes (the "Interim Financial Statements"), and the 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 Interim 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.

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restart

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

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.

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.

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, 115,000 RSUs were settled through the issuance of 115,000 common shares in the capital of the Company;

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.

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restart
LIFE SCIENCES

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

• 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 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, the Company plans to launch these product brands individually, aligning with favorable market conditions to optimize their impact and success.
• The Company is actively progressing its strategic partnership to redefine the Phase IIA clinical trial evaluating the efficacy of psilocybin in patients with Fragile X Syndrome (FXS). While advancement continues, the Company has faced challenges in candidate recruitment. In response, discussions are underway to revise the trial design and broaden the market focus toward a more generalized study. These efforts aim to optimize data collection and support future initiatives, positioning the Company to seize emerging opportunities in this evolving therapeutic landscape.

5.0 OVERALL PERFORMANCE

CORPORATE STRATEGY

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.

Restart Life continues to advance its stated goals announced in December 2024, particularly focusing on its 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.

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Restart Life Sciences Corp.
(formerly, "Nova Mentis Life Science Corp.")
Management Discussion & Analysis
For the Three Months Ended March 31, 2025 and 2024
restart

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 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.

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Restart Life Sciences Corp.
(formerly, "Nova Mentis Life Science Corp.")
Management Discussion & Analysis
For the Three Months Ended March 31, 2025 and 2024
restart

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

The Company continues its efforts to advance 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 will be released as they become available.

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"), a director of Ludwig and former technical advisor to Restart, 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 accumulated data 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 $145,292 as at March 31, 2025 (December 31, 2024 -158,663).

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 exceeding this amount.

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.

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restart

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

The Company continues its efforts in advancing the Phase IIA clinical trial on human patients with KGK Science Inc. ("KGK"), the Clinical Research Organization ("CRO") commissioned by the Company to carry out the clinical trial, using 260 capsules of the Company's proprietary cGMP synthetic psilocybin 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.

5.2 RESULTS OF OPERATIONS

SELECTED QUARTERLY FINANCIAL INFORMATION

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

As at	March 31, 2025	December 31, 2024
	$	$
Total assets	414,308	190,397
Total liabilities	148,160	489,468
Accumulated deficit	(59,883,090)	(59,064,340)
Three months ended March 31,	2025	2024
	$	$
Net loss for the period	(818,750)	(144,379)
Net Loss per share, basic and diluted	(0.02)	(0.01)

SUMMARY OF QUARTERLY FINANCIAL RESULTS

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

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restart

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

For the periods ended:	March 31, 2025	December 31, 2024	September 30, 2024	June 30, 2024
Working capital	257,534	(308,143)	(595,644)	(1,055,788)
Net (loss) income for the period	(818,750)	136	459,566	(90,578)
Net (loss) income per common share, basic	(0.03)	0.01	(0.01)	(0.01)
Net (loss) income per common share, diluted	(0.03)	0.01	(0.01)	(0.01)
For the periods ended:	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023
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Working capital	(905,787)	(821,986)	(613,161)	(429,833)
Net loss for the period	(144,379)	(209,560)	(184,064)	(302,793)
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 March 31, 2025 and 2024

During the three months ended March 31, 2025, the Company reported a net loss of $818,750 compared to a loss for the three months ended March 31, 2024 of $144,379. The Company's net loss included expenditures as follows:

• Accounting, legal and audit fees totaled $26,877 during the three months ended March 31, 2025 (March 31, 2024 - $3,055). The current period charge relates to routine legal and audit fees, compared to prior period expenses which are largely due to legal work related to the share consolidation, private placement financing, and negotiating the Settlement Agreement with Just Kush (see Loan Receivable from Just Kush below);
• Consulting fees during Q1/2025 of $81,431 decrease by $1,339 compared to the Q1/2024 expenditure of $72,770, mainly due to reducing the number of consultants engaged by the Company in order to conserve resources;
• Management fees of $52,850 (Q1/2024 - $55,500), paid to the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), are slightly lower than the prior year period;
• Office and general of $69,876 in Q1/2025 reflects routine general office expenditures, interest on convertible debt, and travel costs related to investor outreach and marketing efforts. Q1/2024 expenditures of $4,682 related to general office expenses;
• The Company granted 1,830,000 options during Q1/2025 (Q1/2024 - nil), and recorded share-based payments of $137,503 in Q1/2025 and (Q1/2024 - $nil). An additional $294,025 was recorded as share-based payments related to the fair value of 3,095,000 RSUs issued during Q1/2025 (Q1/2024 - nil);
• Shareholder communications and investor relations in Q1/2025 of $2,919 (Q1/2024 - $3,981) related to news releases, and printing shareholder meeting materials;
• Transfer agent and filing fees in Q1/2025 of $14,075 (Q1/2024 - $4,496) relate to routine exchange fees and additional filing costs related to the private placement and multiple shares-for-debt settlements completed during the current quarter;
• R&D costs of $5,000 incurred in Q1/2025 pertained to ongoing recruiting and monitoring of the Phase IIA clinical trial on human patients through the Company's partner and CRO, KGK Science Inc. (see Biotechnology Research and Development (R&D)). This is compared to minor consulting fees of $500 in Q1/2024;
• During the three-month period ended March 31, 2025, the Company received cash of $35,442 in relation to a loan receivable (March 31, 2024 - $1,183) (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 Three Months Ended March 31, 2025 and 2024

• The loss on short-term investments during Q1/2025 of $13,346 (March 31, 2024 - $nil) related to the change in fair value of the Company's shareholdings in Ludwig (see Intellectual Property Conveyance Agreement); and
• The Company recorded a loss on settlement of debt of $157,779 during Q1/2025 (Q1/2024 - $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.

On March 7, 2025, the Company entered into a Debt Extinguishment, Settlement & Release Agreement (the "Settlement Agreement") with Just Kush whereby the parties have agreed to settle the entirety of the debt subject to Just Kush paying $60,000 to Restart Life within 12 months of the effective date of the agreement. Just Kush paid $30,000 upon signing the Settlement Agreement, and must pay $2,500 per month until March 2026.

During the period ended March 31, 2025, the Company received $35,442 with respect to repayment of the loan (March 31, 2024 - $1,183).

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

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restart

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

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.

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 Loans, 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 Loans 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 March 31, 2025, Restart Life had cash and cash equivalents of $243,018 (December 31, 2024 - $11,315) to meet contractual financial liabilities of $148,160 (December 31, 2024 - $489,468). The Company had working capital of $257,534 as at March 31, 2025 (December 31, 2024 - working capital deficiency of $308,143).

To address working capital requirements for 2025, 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 Three Months Ended March 31, 2025 and 2024

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, 1,830,000 options were granted to directors, officers, and consultants of the Company. The options have a term of two years and an exercise price of $0.10. The Company applied the fair value method using the Black-Scholes option pricing model in accounting for its options granted with the following weighted-average assumptions: risk-free interest rate of 2.80%; expected dividend yield of zero; expected share price volatility of 177.47%; and an expected life of two years. The Company used historical volatility to estimate the volatility of the share price. The weighted average grant date fair value of each option was $0.075. Accordingly, $137,503 was recognized as share-based payments expense during the period ended March 31, 2025 with respect to options.

On February 18, 2025, the Company issued 3,095,000 RSUs to directors, officers, and consultants of the Company, valid for a two-year term. The RSUs have a fair value of $294,025, which was recorded as share-based payments expense on the Statement of loss and comprehensive loss for the period ended March 31, 2025. The RSUs are governed by the Company's RSU Plan, approved by the Company's shareholders on December 22, 2020, and are subject to a statutory hold period of four months and one day from the date of issuance.

During the period ended March 31, 2025, the holders of convertible debentures elected to receive repayment of the loans in cash, and an aggregate amount of $83,049 was paid to the debtholders comprising of principal and accrued interest.

OUTSTANDING SHARES

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

	May 21, 2025	March 31, 2025	December 31, 2024
Common Shares	33,230,355	33,230,355	18,011,951
Warrants	15,103,397	15,103,397	-
Share Options	2,330,000	2,330,000	600,000
Restricted Share Units	3,095,000	3,095,000	230,000
Fully Diluted Shares	53,758,752	53,758,752	18,841,951

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 periods ended March 31, 2025 and 2024:

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restart

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

For the period ended March 31,	2025	2024
Consulting fees	9,000	3,000
Management fees	59,040	55,500
Share-based payments	192,722	-

As at March 31, 2025, accounts payable and accrued liabilities included $25,277 (December 31, 2024 - $211,405) 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.

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 March 31, 2025 and December 31, 2024.

• 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

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restart

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

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.

• Significant influence

Where the Company holds a significant shareholding in an investment and has the power to exercise significant influence through common officers and board members, such an investment is treated as an associate. Management applies judgment to determine when the Company loses significant influence over an investee by assessing whether it has lost the power to participate in the financial and operating policy decisions of that investee.

• 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 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

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STREETING

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

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.

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

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THESESENS

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

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.

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.

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restart

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

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 Interim Financial Statements of the Company for the periods ended March 31, 2025 and 2024.

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 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.

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LIFE SCIENCES

Restart Life Sciences Corp.

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

Management Discussion & Analysis

For the Three Months Ended March 31, 2025 and 2024

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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