Sparrowhawk Opportunity Corp. — Management Reports 2021

Jul 30, 2021

A-LABS CAPITAL IV CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2021

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A-Labs Capital IV Corp. Management’s Discussion and Analysis For the Year ended March 31, 2021 Dated – July 29, 2021

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INTRODUCTION OF BUSINESS AND BASIS OF PRESENTATION

This Management’s Discussion & Analysis dated July 29, 2021 (“ MD&A ”) is intended to supplement and complement the audited annual financial statements of A-Labs Capital IV Corp. (the “ Company ”) as at and for the year ended March 31, 2021, and related notes thereto, which have been prepared using accounting principles consistent with International Financial Reporting Standards (“ IFRS ”). Readers are encouraged to review this MD&A in conjunction with the Company’s audited annual financial statements. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations.

All monetary amounts in this MD&A and in the financial statements are expressed in Canadian dollars unless otherwise stated. Additional information on the Company can be found on SEDAR at www.sedar.com. The reader should be aware that historical results are not necessarily indicative of future performance.

For the purposes of preparing this MD&A, in conjunction with the Board of Directors (the “ Board ”), management considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s common shares (“ Common Shares ”); or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decisions; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Information about the Company and its operations can be obtained from the offices of the Company or from www.sedar.com.

DESCRIPTION OF BUSINESS

The Company was incorporated on November 26, 2018, pursuant to the provisions of the Business Corporations Act (BC) and is classified as a capital pool company as defined in Policy 2.4 of the TSX Venture Exchange Inc. (the “TSX-V”). The Company’s principal purpose is the identification and evaluation of assets or a business with a view to the negotiation of an acquisition or the participation in a business in order to satisfy the conditions of a qualifying transaction under the policies of the TSX-V (the “Qualifying Transaction”). The Company’s registered head office address is 2800 Park Place, 666 Burrard Street, Vancouver, BC, V6C 2Z7.

In November 2018, the Company issued 2,000,000 common shares for gross proceeds of $100,000. The Company filed a prospectus for an Initial Public Offering ("IPO") of the Company's common shares which was receipted by the regulatory authorities on June 7, 2019. On September 30, 2019, A-Labs Capital IV closed its initial public offering of 2,000,000 common shares at $0.10 per share for aggregate gross proceeds of $200,000 through Haywood Securities In., which acted as agent for the corporation (the “Offering”). The Corporation commenced trading on October 2, 2019, under the symbol “ALCC.P”.The Company’s continuing operations are dependent upon its ability to identify, evaluate and negotiate an agreement to acquire an interest in a material asset or business. Management believes the Company has sufficient working capital to meet its liabilities for the next twelve months.

A-Labs Capital IV Corp. Management’s Discussion and Analysis For the Year ended March 31, 2021 Dated – July 29, 2021

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SELECTED ANNUAL INFORMATION

The table below provides a summary of selected financial information derived from the audited financial statements for the periods ended March 31, 2021, and 2020.

	For the year ended	For the year ended
	March 31, 2021	March 31, 2020
Total expenses	$21,234	$93,017
Net (loss) income
- Total	$(21,234)	$(93,017)
- Per share	$(0.01)	$(0.09)
Total assets	$173,154	$191,904
Cash used in operations	$(18,750)	$(57,966)
Long-term financial	$Nil	$Nil
liabilities

OVERALL PERFORMANCE

No significant operational activities were undertaken during the year ended March 31, 2021, as the company remained singularly focused on identifying a Qualifying Transaction.

DISCUSSION OF OPERATIONS

The Company’s net loss totaled $21,234 for the twelve months ended March 31, 2021, with basic and diluted loss per share of $0.01. This compares with a net loss of $93,017 with basic and diluted loss per share of $0.09 for the twelve months ended March 31, 2020. The decrease in the net loss of $71,783 was principally due to reduced accounting, legal, and regulatory fees. Fees incurred during the year ended March 31, 2020, were elevated due to costs associated with the completion of the IPO that closed on September 30, 2019.

SUMMARY OF QUARTERLY RESULTS

Quarterly Results, year ended March 31,	Q4-2020	Q3-2019	Q2-2019	Q1-2019
2020
Stock-based compensation	$Nil	$Nil	$29,823	$Nil
General and Administration Costs:
Operating expenses	$959	$4,235	$12,000	$9,578
Professional fees	$11,940	-	$16,482	$8,000
Loss for theperiod	$12,899	$4,235	$58,305	$17,578
Lossper share	$0.01	$0.00	$0.07	$0.01

A-Labs Capital IV Corp. Management’s Discussion and Analysis For the Year ended March 31, 2021 Dated – July 29, 2021

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Quarterly Results, year ended March 31,	Q4-2021	Q3-2020	Q2-2020	Q1-2020
2021
Stock-based compensation	$Nil	$Nil	$Nil	$Nil
General and Administration Costs:
Operating expenses	$0	$1,205	$1,205	$1,507
Professional fees	$6,189	$3,660	$5,478	$1,990
Loss for theperiod	$6,189	$4,865	$6,683	$3,497
Lossper share	$0.00	$0.00	$0.00	$0.00

This summary of quarterly results should be read in conjunction with the financial statements and notes included in the Company’s financial statements as at March 31, 2021.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2021, the Company had cash of $173,154, compared to $191,904 at March 31, 2020, a decrease of $18,750, due to ongoing professional fees and regulatory costs.

As at March 31, 2021, the Company had accounts payable and accrued liabilities of $7,712 (March 31, 2020 - $5,228) due within 12 months. Management believes the Company’s working capital is sufficient for the Company to meet its ongoing obligations and its objective of completing a Qualifying Transaction.

The Company financed its activities during the year ended March 31, 2021, with the net cash proceeds remaining from the Company’s private placements and completed IPO.

TRANSACTIONS WITH RELATED PARTIES

As of the date of this MD&A, the Company has not entered into any related party transactions.

Key management personnel comprise the Company's Board and executive officers. Other than the grant of incentive stock options, as discussed in “ Share Capital Information ” below, no remuneration was paid to key management personnel during the year ended March 31, 2021 (2020 - $nil).

SHARE CAPITAL

Shares

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

A-Labs Capital IV Corp. Management’s Discussion and Analysis For the Year ended March 31, 2021 Dated – July 29, 2021

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The following table sets forth the Company’s issued and outstanding common shares and amount of gross proceeds raised:

Balance as at	Number of Common Shares	Amount($)
March 31, 2019	2,000,000	100,000
March31,2020	4,000,000	239,118
March 31, 2020	4,000,000	239,118
March 31,2021	4,000,000	239,118

As of the date of this MD&A, there are 4,000,000 common shares issued and outstanding, 2,000,000 of which are subject to escrow restrictions pursuant to the policies of the TSX-V.

As of the date of this MD&A, the Company had not issued any other securities other than as described above.

Stock Options

As of the date of this MD&A, the Company granted 400,000 incentive stock options to its directors and officers which are each entitled to be exercised into a common share for a period of five years from the date of the grant at an exercise price of $0.10 per incentive stock option. See also Note 6(b) in the audited financial statements for the year ended March 31, 2021.

Agent Options

As of the date of this MD&A, the Company issued 200,000 options to Haywood Securities Inc. (the “ Agent ”), in connection with acting as agent in the Offering, each such option entitling the Agent to acquire one common share at an exercise price of $0.10, expiring September 30, 2021. The fair value assigned to these Agent options is $10,561. See Note 6(a) in the audited financial statements for the year ended March 31, 2021.

SUBSEQUENT EVENTS

On April 6, 2021, the Company entered into a letter of intent with Vertical Field Ltd. for the purpose of completing a Qualifying Transaction. Vertical Field Ltd. is and Israeli agriculturetechnology company, incorporated in July 2009, specializing in vertical agricultural farms that enable crops to be grown in the city. Additional details are available in the April 9, 2021, press release that can be found on www.sedar.com

OUTLOOK

For the immediate future, the Company intends to continue its efforts in completing a Qualifying Transaction. The Company continues to minimize spending and will amend its plans based on business opportunities that may arise in the future.

A-Labs Capital IV Corp. Management’s Discussion and Analysis For the Year ended March 31, 2021 Dated – July 29, 2021

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Management regularly monitors economic conditions and estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longerterm strategic decisions.

Apart from these and the risk factors noted under the heading “ Risk Factors ”, management is not aware of any other trends, commitments, events, or uncertainties that would have a material effect on the Company’s business, financial condition, or results of operations.

COVID-19

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments or the impact on the successful completion of the contemplated Qualifying Transaction and the financial condition of the Company in future periods.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as of the date of this MD&A that have, or are reasonably likely to have, an effect on the results of operations or the financial conditions of the Company.

TRANSACTIONS WITH RELATED PARTIES

As of the date of this MD&A, the Company has not entered into any related party transactions.

Key management personnel comprise the Company's directors and executive officers. There has been no grant of incentive stock options to the board of directors or remuneration paid to key management personnel during the year ended March 31, 2021.

A-Labs Capital IV Corp. Management’s Discussion and Analysis For the Year ended March 31, 2021 Dated – July 29, 2021

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CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those estimates that have a high degree of uncertainty and for which changes in those estimates could materially impact the Company’s results. There have been no critical accounting estimates made in the preparation of the financial statements for the year ended March 31, 2021, and 2020.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

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

RISK FACTORS

Proposed Business

The Company does not have a history of operations. There is no assurance that it will produce revenue, operate profitably, or provide a return on investment in the future.

The Company is focused on completing a Qualifying Transaction in accordance with the policies of the TSX-V. There are restrictions on the Company's activities prior to the completion of a Qualifying Transaction and general and specific parameters regarding the characteristics and timing of a Qualifying Transaction. Until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions.

Requirement for Additional Financing

The Company does not currently have any operations generating cash to pay overhead costs for an extended period. The Company is therefore dependent upon debt and equity financing to complete a Qualifying Transaction and implement its business plan. There can be no assurance that such financing will be available to the Company. In the future, the Company will require additional funding to continue in operation. The lack of additional financing could result in the Company's inability to complete a Qualifying Transaction.

Reliance on Management

The Company is relying on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Company. In such event, the Company will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.

The Company has no assets other than cash. The Company has no employees and the time committed

A-Labs Capital IV Corp. Management’s Discussion and Analysis For the Year ended March 31, 2021 Dated – July 29, 2021 8

to the Company by officers, directors and other consultants may be limited.

Approval by Majority of the Minority

Completion of any Qualifying Transaction is subject to a number of conditions, including acceptance by the TSX-V and in the case of a Non Arm's Length Qualifying Transaction, Majority of Minority Approval. In the event that the Company undertakes a Qualifying Transaction with a Target that is considered a Portfolio Company, the TSX-V has advised that it may require Majority of the Minority Approval for such Qualifying Transaction. The TSX-V will make such determination regarding Majority of Minority Approval upon considering the facts once the Target is identified and transaction terms are identified.

Trading Halt

Upon public announcement of a proposed Qualifying Transaction, trading of the Company’s common shares will be halted for an indefinite period of time, until certain reviews are conducted by the TSX-V, and obligations re satisfied. The trading of the Company’s common shares will be reinstated upon review and acceptance from the TSX-V. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Company completing the proposed Qualifying Transaction. Trading of the Company’s common shares may be halted at other times for other reasons, such as the failure by the Company to submit documents to the TSX-V in the required time period.

Possible Trading Suspension or Delisting

The TSX-V may suspend from trading or delist the securities of the Company in the event the Company fails to meet continued listing requirements of the TSX-V. Suspension from trading or delisting of the common shares may result in the regulatory authorities issuing an interim cease trade order against the Company. In addition, trading in the common shares of the Company may be halted at other times for other reasons, including for failure by the Company to comply with the policies of the TSX-V.

Foreign Qualifying Transaction

In the event that the management of the Company identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon the foreign business and may find it difficult or impossible to enforce against such business, judgment obtained in Canada courts.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain information contained in this MD&A constitutes forward-looking statements. Forward-looking statements are usually identified by the use of certain terminology, including “will”, “may”, “expects”, “estimates”, “continues”, or “believes”, “intends”, or variations thereof, or by discussions of strategy or intentions, or the negatives of such words and phrases. Forward-looking statements in this MD&A include, but are not limited to, the closing of a qualifying transaction and related transactions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results or achievements to be materially different from any future results or achievements express or implied by such forward-looking statements.

A-Labs Capital IV Corp. Management’s Discussion and Analysis For the Year ended March 31, 2021 Dated – July 29, 2021

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Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company’s ability to predict or control, including factors affecting the closing of a qualifying transaction and the timing and receipt of all applicable regulatory, corporate, shareholder, and thirdparty approvals, the satisfaction of other conditions to a qualifying transaction and the ability of the Company to complete a qualifying transaction. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated, or projected. The Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.