Wellbeing Digital Sciences Inc. — Management Reports 2022

Jun 15, 2022

Wellbeing Digital Sciences Inc (formerly KetamineOne Capital Limited) Management Discussion & Analysis

For the period ended April 30, 2022 and 2021

Expressed in Canadian Dollars

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

June 14, 2022

This Management Discussion & Analysis (“MD&A”) of Wellbeing Digital Sciences Inc. (“Wellbeing” or the “Company”) formerly KetamineOne Capital Limited and Myconic Capital Corp. has been prepared by management as of June 14, 2022 and should be read together with the condensed interim consolidated financial statements and related notes for the nine months ended April 30, 2022 and 2021 and audited annual consolidated financial statements as at July 31, 2021 which are prepared in accordance with International Financial Reporting Standards (“IFRS”). Additional information regarding the Company can be found on SEDAR at www.sedar.com. All of the following amounts are expressed in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Information set forth in this MD&A may involve forward-looking statements within the meaning of Canadian securities laws. These statements relate to future events or future performance and reflect management’s expectations regarding the Company’s growth, results of operations, performance and business prospects and opportunities. Such forwardlooking statements reflect management’s current beliefs and are based on information currently available to management. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, statements we make regarding financing and corporate plans relating to the potential acquisitions are "forward-looking statements." Forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events, or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, the Company's requirements for additional financing, and the effect of capital market conditions and other factors on capital availability, the Company's limited operating history and lack of historical profits; competition; dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, state, municipal, local or other licenses; developments and changes in laws and regulations, including increased regulation of the Company’s industries and the capital markets; economic and financial conditions; volatility in the capital markets; engaging in activities that could be later determined to be illegal under domestic or international laws; failure to obtain the necessary shareholder, government or regulatory approvals, including that of the NEO; failure to retain, secure and maintain key personnel and strategic partnerships including but not limited to executives, researchers, clinicians, customers and suppliers; These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements.

Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. Additional information identifying risks and uncertainties that could affect financial results is contained under the heading “Risk Factors” and otherwise Company’s filings with Canadian securities regulators, which are available at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company has no obligation to update any forward-looking statement, even if new information becomes available.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Overview of Company

Wellbeing Digital Sciences Inc. (the "Company" or “Wellbeing”) (formerly KetamineOne Capital Limited.), is a publicly listed company incorporated in the Province of British Columbia. On August 6, 2020, the Company changed its name from Auralite Investments Inc. to Myconic Capital Corp. and completed a consolidation of its issued and outstanding common shares on the basis of ten pre-consolidation shares for one post-share (the "Consolidation"). On January 22, 2021, the Company completed a 1:2 split of its outstanding shares (the “Split”). These financial statements have been retroactively restated for the effects of the Consolidation and the Split.

On June 1, 2021, the Company changed its name from Myconic Capital Corp. to KetamineOne Capital Limited and transitioned from an investment issuer to a single-purpose company, focused on consolidating medical clinics and becoming a North American leader in mental health treatments. On January 24, 2022, the Company then changed its name from KetamineOne Capital Limited to Wellbeing Digital Sciences Inc.

Its head office is located at #810-789 West Pender Street, Vancouver, British Columbia, V6C 1H2.

The Company is a next generation wellness company focused on ketamine-assisted therapies and psychedelic medicines. Its vision is to become a North American leader in mental health. The Company operates a growing number of healthcare clinics, which provide patients access plant-derived medicines, psychedelics, and other forms of mental healthcare. The Company exists to make breakthrough treatments more accessible and to offer patients transformational experiences.

Its focus is to:

• Build a network of clinics with unrivalled patient experiences;

• Provide research expertise and operations to help drive the industry forward; and

• Develop wearable technologies to track specific and vital information for psychedelic therapies.

The Company is developing next generation experiences, centered around the newest breakthroughs in mental health, which include wearables, digital therapeutics, post treatment care and telemedicine.

The shares of the Company are trading on NEO Exchange under the symbol “MEDI”, the OTC Markets under the symbol “KONEF” and the Frankfurt Exchange under the symbol “MY0”.

During the nine month period ended April 30, 2022,

Significant Transactions and Corporate Highlights

On June 7, 2021, the Company completed a plan of arrangement resulting in the transfer of certain investments to Milgauss Investments Ltd (“Milgauss”). Subsequently, the shares of Milgrauss were distributed to the shareholders of the Company by a return of capital of $415,936.

Pursuant to the plan of arrangement, the Company acquired 1,007,729 Milguass Shares in exchange for of EVVO Labs Pte. Ltd. note receivable and investments in Akiva Systems Inc. and Gold Lion Resources Inc. and shall distribute the Consideration shares to the shareholders of the Company.

The transaction was approved by shareholders on August 23, 2021 and the Supreme Court of British Columbia on August 27, 2021 and distribution date was set October 1, 2021.

The Arrangement was recorded as a capital transaction through equity. The carrying values of the net assets and liabilities transferred and acquired pursuant to the Arrangement consisted of the following:

Transferred Assets:
Note receivable – EVVO Labs Pte. Ltd.	$ 149,889
Investments on Akiva Systems Inc.	100,000
Investments on Gold Lion Resources Inc.	166,046
Distribution to shareholders	$ 415,936

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Significant Transactions and Corporate Highlights (continued)

On October 19, 2021, the Company announced that it will be conducting single arm, observational, biometric research studies in association with Biostrap USA, LLC (“Biostrap”). Biostrap offers clinically validated wearable devices and a remote monitoring platform that utilizes science-driven artificial intelligence in combination with state-of-the-art health analytics and personalized actionable insights.

On November 3, 2021, Loreto Grimaldi resigned from the Company’s Board of Directors.

On November 4, 2021, the Company announced that it has entered into a telehealth and virtual health partnership to increase accessibility and service offerings to its patients (the “Telehealth Strategy”). In order to better address the needs of patients as well as incorporate the Telehealth Strategy across its portfolio of mental health clinics, contract research capabilities and its focus on digital therapeutics, the Company has launched a patient-facing website at www.ketamine.one/patients/home (the “New Website”). The New Website offers visitors the ability to find a clinic location, obtain a referral form, and learn more about ketamine, the Company’s processes, and treatments for various conditions.

The Company also announced that it has partnered with iHealthOX to provide patients with a customized digital tool specifically for mental health. Initially focused on Ketamine One’s Canadian clinic network, patients will have access to live coaching sessions, options for one-on-one therapy, evidence-based educational material, and 24/7 emergency support. The iHealthOX platform will be available to patients in both desktop and mobile versions, thereby extending the Company’s services beyond its clinic locations. Through iHealthOX’s online services, patients now have an option to be virtually assessed by a physician and a clinical health provider to determine their suitability to undergo ketamine therapy and ketamine-enhanced psychotherapy. The patient care plan also includes access to proven cognitive behavioral therapy techniques and coursework, a personal care coach who will create an individual care plan that will teach patients the skills they need to build resilience and healthy routines.

On November 9, 2021, the Company announced that Steven Inglefield has been appointed as Chief Operating Officer of the Company.

On November 16, 2021, the Company announced that its wholly owned subsidiary, IRP recently opened its Comox Valley and Ottawa clinics. These two clinics are veteran focused facilities and multidisciplinary in nature. To date, IRP has successfully performed over 10,000 unique treatments for past or present personnel of the Canadian Armed Forces and the Royal Canadian Mounted Police, as well as first responders including firefighters, law enforcement officers, paramedics and emergency medical technicians.

Additionally, the previously announced open label study of patients with post-traumatic stress disorder (the “PTSD Study”) who are undergoing IRP’s proprietary, 12-week physical therapy program, in affiliation with KGK, has recently received ethics approval. The next stage in preparation for the PTSD Study is to initiate a participant recruitment campaign and KGK expects to begin data collection early in 2022. A secondary benefit of the PTSD Study is that it will provide an opportunity for veterans who do not qualify for funding through Veterans Affairs Canada to participate in IRP’s beneficial program.

On November 30, 2021, the Company entered into a demand promissory note with an arms-length lender for the principal sum of $1,500,000 with interest at the rate of ten percent (10%) per annum payable monthly on the principal amount from time to time. Upon the completion of an initial public offering in the United States, the loan balance will be $1,650,000.

The Company has appointed Mr. Joe Ramelli as Chief Financial Officer effective Dec. 14, 2021. Mr. Ramelli holds a Bachelor of Arts (honours) in business economics from the University of California, Santa Barbara, and has also attended the director education and certification program at the UCLA's Anderson School of Management. Mr. Ramelli has nearly 30 years of experience in the public markets and biotechnology, biopharmaceutical and financial services industries. He is a seasoned investor and consultant who specializes in business strategic planning and development, capital raising, talent acquisition, and corporate governance. Mr. Ramelli has served as interim CFO at ValenzaBio, a privately held biopharmaceutical company, from its inception, where he established all the finance functions of the company. During Mr. Ramelli's tenure at ValenzaBio, the team closed a USD$15-million seed financing round and a USD$70-million Series A round that was led by Fidelity Management & Research, LLC. Peter Nguyen resigned as CFO and Director.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Significant Transactions and Corporate Highlights (continued)

On December 2, 2021, the Company announced that it is entering into a collaborative partnership with Cognetivity Neurosciences Ltd. to study and develop assessments for depression and post-traumatic stress disorder.

On December 8, 2021, the Company announced that it has been engaged by Dr. Tami Meraglia to establish a ketamine infusion clinic in Seattle, Washington. The new clinic will operate as Seattle Ketamine Infusions (“SKI” or the “Clinic”) and be located at 311 West Republican Street. Dr. Meraglia is focused on the areas of personalized intravenous treatments and is also a national best-selling author and frequent media guest regarding total health and wellness topics. Ketamine One will provide training, protocol development, and ongoing support for the Clinic, with the first patient treatments expected at SKI in early 2022.

On January 5, 2022, the Company announced that Corey Hilmas, MD, PhD has been appointed to the Company’s Medical Advisory Board (“MAB”) and will be assuming the role of Interim Chair of the MAB. Also, Brigadier General Loree K. Sutton, MD, has also been appointed to the MAB.

Additionally, Ketamine One has granted certain advisors an aggregate amount of 100,000 stock options to purchase up to 100,000 common shares of the Company, at a price of $0.30 per common share for a period of five years from the date of grant, pursuant to its stock option plan that was approved by shareholders on Feb. 21, 2021. Fifty per cent of the options vest six months from the date of grant, with the remaining fifty per cent of the options vesting 12 months after the date of the grant.

On January 10, 2022, announced that its wholly-owned contract research organization, KGK Science Inc., has become the first founding sponsor of the Psychedelic Science 2023 event taking place June 19-25, 2023 in Denver, Colorado with an estimated 10,000 attendees, the event will be the world’s largest gathering of the psychedelic ecosystem. The event will be hosted by Multidisciplinary Association for Psychedelic Studies and is being organized by Momentum Events.

Additionally, Ketamine One has granted 200,000 stock options (the “Options”) to a director of the Company, 1,901,402 restricted share units (the “RSUs”) to arm’s length advisors, and 150,000 common share purchase warrants (the “Performance Warrants”) to consultants to the Company. Each Option is exercisable to purchase one common share of the Company at a price of $0.27 per common share for a period of five years from the date of grant, in accordance with the Company’s stock option plan.

The RSUs were issued pursuant to the Company’s restricted share unit plan approved by shareholders on Feb. 21, 2021. Fifty per cent of the RSUs vest six months from the date of grant, with the remaining fifty per cent of the RSUs vesting 12 months after the date of the grant. Each Performance Warrant was issued pursuant to the achievement of certain milestones set out in their respective engagement agreements, with 100,000 Performance Warrants being exercisable to purchase one common share of the Company at $0.50 per common share, and 50,000 Performance Warrants being exercisable to purchase one common share of the Company at $0.27 per common share. All Performance Warrants vest immediately upon issuance and have a two-year term.

On January 12, 2022, the Company’s common shares have been successfully up-listed from the OTC Pink Sheet Open Market to the OTCQB Venture Market by the OTC Markets Group Inc.

On January 17, 2022, the Company entered into a one-year agreement with Victoria Wellness Mental Health Residential and Addition Treatment Centre for the Company to be the Centre’s exclusive ketamine treatment provider.

On January 27, 2022, the Company announced that its wholly owned subsidiary, KGK Science Inc., has formed a tactical partnership with Nova Mentis Life Science Corp.

On February 2, 2022, the Company’s wholly owned contract research organization is currently working on numerous psychedelic drug projects, clinical trials, path-to market consultations and new substance notifications, as the continuation of a pivotal 2021 for KGK.

On February 15, 2022, the Company announced the successful facilitation of its first intravenous ketamine treatment to a patient at the Victoria Wellness Mental Health Residential and Addition Treatment Centre (“VW”) in Ontario through its collaboration with iHealthOX. VW is one of the first in-patient facilities to offer ketamine-assisted therapy in Canada. Wellbeing management expects the collaboration with VW and iHealthOX to increase the number of patients treated via IV ketamine infusions in the near future.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Significant Transactions and Corporate Highlights (continued)

On March 3, 2022, the Company announced that its wholly owned subsidiary, IRP Health Ltd. has recently had its innovative Reactivation therapy program formally approved by Veterans Affairs Canada as an interdisciplinary clinic outpatient program at three locations. IRP currently has four clinic locations across Canada and is among the first operators to meet VAC’s new criteria that is aimed at providing high quality programs for veterans. The Company expects IRP’s location in Ottawa, Ontario to also be approved to offer the Therapy Program by VAC imminently.

On March 7, 2022, the Company announced that Najla Guthrie, the current Chief Research Officer and President of KGK Science Inc. (“KGK”), has been appointed as Chief Executive Officer (“CEO”) of Wellbeing effective March 31, 2022. Adam Deffett who was appointed Interim CEO in July of 2021, will transition out of the role but will continuing in his former capacity as Vice President of Capital Markets and Communications of the Company. Ms. Guthrie has led KGK, a London, Ontario-based business, to become a leading North American contract research organization that primarily provides high-quality clinical research trials with a focus on the nutraceutical, cannabis, and emerging psychedelic industries. Najla has published over 50 articles in peer-reviewed journals and has given numerous presentations at both the national and international levels. The Company’s management is grateful to have Ms. Guthrie join the leadership team and is excited to see how her contribution will create opportunities for the future.

On March 21, 2022, the Company announced that its wholly owned subsidiary, KGK Science Inc. has been engaged by Lophos Pharmaceuticals Inc. (“Lophos”) to evaluate a path to market for sustainably grown, peyote-derived natural health products. Lophos is a Canadian psychedelic research company focused on cultivation and drug development.

On March 22, 2022, the Company announced that a clinical study conducted by its wholly owned subsidiary, KGK Science Inc. for The Beachbody Company regarding its superfood nutrition shake named Shakeology® has just been published in the Journal of Nutrition.

On March 28, 2022, the Company announced that it has granted 5,099,999 compensation stock options (the “Options”) and 3,000,000 restricted share units (the “RSUs”) to certain directors, officers, employees, advisors, and consultants of the Company. The Options shall vest immediately and be exercisable into common shares at a price of $0.215 per Option for a period of 5 years from issuance. The RSUs are subject to future vesting with one quarter vesting at each of 3, 6, 9, and 12 months from the date of issuance and shall be exercisable for 24 months. The Options and RSUs are issued as part of its compensation programs to incentivize and retain its board of directors, executives, and managers.

Additionally, the Company announced that it has cancelled 2,975,000 incentive stock options (the "Cancelled Options") and 5,000,000 RSUs pursuant to the terms of its stock option plan and restricted share unit plan, respectively. The Cancelled Options had been granted between March 22, 2021 and July 5, 2021 to several consultants of the Company and were voluntarily surrendered by the holders for no consideration.

On April 14, 2022, the Company announced the start of a global and comprehensive strategy, mission and vision for Wellbeing by its recently appointed Chief Executive Officer (“CEO”), Najla Guthrie. The plan involves expanding the Company’s primary focus and re-engineering of psychedelic treatment services offered throughout North America. Wellbeing will work to establish next-generation mental health clinics, contemporize existing clinic facilities and launch best-in-class adjunct programs to improve patient treatment outcomes. With expertise spanning several areas of mental health treatments as well as contract research, Wellbeing will facilitate the development and clinical adoption of novel mental health treatments.

On April 21, 2022, the Company announced that it has signed a memorandum of understanding (“MOU”) with Pathway Health Corp. (“Pathway”) pursuant to which Pathway would acquire certain Canadian assets of Wellbeing. The contemplated transaction is expected to be completed in two stages, all concluding on or before June 30, 2022, and the consideration for the assets is yet to be determined. Pathway is one of the major providers of out-patient pain management services in Canada that owns and operates eleven community-based clinics across four provinces. Health professionals at Pathway work together to help patients by using a variety of evidence-based approaches.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Significant Transactions and Corporate Highlights (continued)

Pursuant to the terms and conditions of the MOU, Pathway would acquire a license for the pain management program of the Company’s wholly owned subsidiary, IRP Health Ltd. (“IRP”), and the intellectual property associated with the provision of intravenous ketamine services (“IVK”) to treat mental health conditions, among other assets. The MOU also outlines a fractional franchise model for IRP and related fee structure. The first closing is contemplated to include IRP and IVK on or before April 30, 2022, while the second closing is contemplated to include the remaining assets documented in the MOU on or before June 30, 2022.

On April 28, 2022, the Company announced that its subsidiary, IRP Health Ltd. (“IRP Health”) has been approved as part of the Chronic Pain Centre of Excellence for Canadian veterans. Additionally, IRP Health’s clinic in Ottawa, Ontario has been approved by Veterans Affair Canada for its multidisciplinary Reactivation-branded therapy program.

Subsequent Highlights

On May 3, 2022, the Company announced the appointment of Dr. Michael Ho as the new Medical Director of the MindScape Ketamine & Infusion Therapy Clinic (“MindScape” or the “Clinic”) in Houston, Texas, effective May 2, 2022. MindScape’s former medical director, Dr. Quang Henderson, is retiring after his tenure since founding the Clinic in 2018. Dr. Michael Ho serves as the director of Safe Sleep Anesthesia in Houston, Texas. He is also the course director of Anesthesiology Consultants in Houston, Texas, with an accumulation of over 20,000 hours of anesthesia instruction to his credit. Dr. Ho was Staff Physician at the University of Texas in the Department of Anesthesiology at Memorial-Hermann Hospital for 10 years and has over 20 years of teaching and working as an anesthesiologist. He has received many awards for excellence in teaching at the Baylor College of Medicine and The University of Texas Medical Branch. Dr. Ho graduated from Cornell University with B.A. in Biochemistry and went on to attain an M.D. at Washington University School of Medicine, with his postgraduate training in pediatrics and anesthesiology. Adding to his impressive resume of education, teaching, and medical practice of anesthesiology, Dr. Ho also has amassed 15 publications, 7 onsite courses and 17 webinars.

On May 10, 2022, the Company announced that it has become a founding sponsor of the Women in Psychedelics Network (the “WIP”). Both Wellbeing and its subsidiary, KGK, are founding supporters of the WIP, as led by Najla Guthrie. WIP was created to bring women together in the psychedelic industry, of every discipline, and build a community based on education, support, growth, and experience. The Company also issued 5,000,000 common shares to an arm’s length agent at a deemed price per share of $0.25 for the identification, negotiation, and strategic advice in respect of joint ventures, partnerships, and clinic acquisition opportunities. The Company also granted 210,000 restricted share units (the "RSUs") in aggregate to an affiliate of an arm’s length consultant, pursuant to the Company's RSU plan. The RSUs vested immediately on the date of issuance and each RSU entitles the holder to receive one common share of the Company in exchange.

On June 1, 2022, announced that Dr. Corey Hilmas MD, PhD, a member of the Company’s Medical Advisory Board, will be participating as part of a regulatory panel at the 2022 IPA World Congress and Probiota Americas Event. The Company also granted 1,260,000 restricted share units (the "RSUs") in aggregate to an affiliate of an arm’s length consultant, pursuant to the Company's RSU plan.

Revenue and Cost of Sales Analysis

	For the period ended	For the period ended
	April 30, 2022	April 30, 2021
	$	$
Revenues	5,280,640	-
Cost of goods sold	(5,431,288)	-
Gross loss	(150,648)	-

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Revenue and Cost of Sales Analysis

• The Company generates revenue from providing research services for customers who are conducting human clinical trials.

• The Company’s subsidiary, KGK, was able to win several bids for contract research work during the quarter.

• Cost of goods sold consists primarily of variable costs and product costs for the clinic operations.

Results of Operations for the nine months period ended April 30, 2022

The Company had total sales of $5,280,640 during the period ended April 30, 2022 (“2022”) compared to $Nil in the comparative period ended April 30, 2021 (“2021”). During 2022, the Company had a net loss of $21,149,109 (2021 – $4,905,255). The net loss in 2022 is primarily attributed to the various operating expenses as explained below:

• General and administrative costs for 2022 were $1,575,930 (2021 - $41,521). The increase is due to an overall increase in business activity. In the comparative period, the Company did not generate any revenues from its operations.

• Consulting expenses for 2022 was $735,107 (2021 - $527,103). The Company relies on consultants to achieve its goals on all facets of business and these industry consultants bring a wide range of expertise and connections to the Company. Consultants include Management, Development Advisors, Technical Support and other support roles. In addition, the Company’s operations grew since the comparative period as revenues increased to $5,280,640 (2021 - $Nil).

• On June 3[rd] , 2021, the Company acquired KGK Science Inc. and from this acquisition, the Company acquired various intangible assets, including $3,353,000 of customer relationships. The Company recorded amortization of intangible assets of $534,284 (2021 - $Nil) related to these intangible assets. In the comparative period, the Company had not yet acquired KGK Sciences Inc.

• Marketing expenses for 2022 were $1,522,853 (2021 - $Nil). The Company continues to bring global brand awareness to the Company’s offerings and presence in the industry.

• Share-based compensation for 2022 was $13,945,132 (2021 - $2,087,678). During the period, the Company issued 5,759,999 stock options and 19,801,402 restricted stock options with varying terms. In the comparative period, the Company issued 3,025,000 stock options with a fair value of $2,087,678.

• Professional fees for 2022 were $2,225,604 (2021 - $328,806). The increase relates to legal costs incurred for the Company’s name change, share issuances and engagement with third party professionals. In general, the Company’s business activity increased significantly from the comparative period as the Company’s operations have grown.

Results of Operations for the three-months period ended April 30, 2022 (“Q3-2022”)

The Company had total sales of $1,630,731 during the period ended April 30, 2022 (“Q3-2022”) compared to $Nil in the comparative period ended April 30, 2021 (“Q3-2021”). During Q3-2022, the Company had a net loss of $5,420,030 (Q3-2021–$3,174,897). The net loss in 2022 is primarily attributed to the various operating expenses as explained below;

• General and administrative expenses for Q3-2022 was $392,446 (Q3-2021 - $12,000). In general, the Company’s operations grew substantially since the comparative period. Since the comparative period, the Company has acquired key acquisitions, and has earned $1,630,731 revenues for the three-month period ended April 30, 2022 (2021 - $Nil). These changes to the business have led to an overall increase in general and administrative expense.

• Consulting expenses for Q3-2022 were $142,581 (Q3-2021- $206,021). The Company has initiated cost cutting strategies to preserve cash.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Results of Operations for the three-months period ended April 30, 2022 (“Q3-2022”) (continued)

• Marketing expenses for Q3-2022 were $240,423 (Q3-2021- $Nil). The Company continues to bring global brand awareness to the Company’s offerings and presence in the industry.

• Share-based compensation for Q3-2022 was $3,759,125 (Q3-2021- $2,087,678). During the period, the Company issued 5,099,000 stock options and 3,000,000 restricted stock options. In the comparative period, the Company issued 3,025,000 stock options with a fair value of $2,087,678.

• Professional fees for Q3-2022 were $1,074,471 (Q3-2021- $33,039). The increase relates to legal costs incurred for the Company’s name change, share issuances and engagement with third party professionals. In general, the Company’s business activity increased significantly from the comparative period as the Company’s operations have grown.

Cash flows for the period ended April 30, 2022

The Company had $298,125 cash and equivalents compared to $3,319,875 at July 31, 2021. The decrease is due to the following:

• The Company incurred cash outflows of $3,297,429 (2021 - $1,369,178) from operating activities. See results of Operations above for the discussion of operating activities.

• The Company incurred cash inflow of $411,328 (2021 – outflows of $84,949) from investing activities. The Company received loans of $1,620,000 which bear interest rates between 8 to 10%, paid $1,000,000 of deferred consideration, advanced $127,632 as a note receivable and purchased various equipment of $81,040

• The Company received cash outflow of $153,686 (2021 – inflows of $4,648,415) from financing activities. The inflow consists $240,000 from the exercise of warrants, $66,750 from the exercise of options and $460,436 payments on lease liability.

Summary of Quarterly Results

The Company’s previous eight quarters have been presented in the table below.

	Q3	Q2	Q1	Q4
	2022	2022	2022	2021
Total assets	17,714,820	18,295,385	19,079,056	21,921,195
Net income (loss) for the period	$(5,420,030)	$(6,503,311)	$(9,225,769)	$(29,223,951)
Gain (loss) per share	($0.04)	($0.05)	($0.08)	($0.23)
	Q3	Q2	Q1	Q4
	2021	2021	2021	2020
Total assets	6,750,029	7,883,949	4,279,882	4,919,093
Net income (loss) for the period	$(1,087,219)	$(997,171)	$(605,810)	$752,954
Gain (loss) per share	$(0.01)	$(0.01)	$(0.01)	$0.02

The amount and timing of expenses and availability of capital resources vary substantially from quarter to quarter, depending on the level of the Company’s activities and the availability of funding. During fiscal 2019, the Company saw higher losses due to an impairment charge of $1,253,000 to one of its investments as well as a loss on debt security charge of $4,740,476. During the three-month periods ended July 31, 2020, and April 30, 2020, the Company earned net income from operations due to the sale of shares of Champignon. During Q3-Q4 2020, the Company’s total assets increased as the Company purchased more investments. During Q4 2021, the loss for the period mainly relates to the Company incurring various fees in relation to the acquisition of Mindscape, KGK and IPR along with impairment loss on intangible assets and goodwill. See Results of Operations above for the discussion of operating activities for more details. During Q1-Q3 2022, the loss for the period mainly relates to the Company incurring various fees in relation to the operations of the Company. See Results of Operations above for the discussion of operating activities for more details.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Liquidity and Capital Resources

As at April 30, 2022, the Company reported working capital deficit of $2,544,160 (July 31, 2021 – working capital of $3,412,422) and cash of $298,125 (July 31, 2021 - $3,319,875). Current liabilities as at April 30, 2022 consisted of accounts payables and accrued liabilities of $2,523,375 (July 31, 2021 - $1,292,715), short-term lease liabilities of $86,257 (July 31, 2021 - $236,716) and promissory notes of $1,687,333 (July 31, 2021 - $Nil).

The Company may continue to have capital requirements in excess of its currently available resources. In the event the Company’s plans or assumptions change or prove to be inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

Investments

As at April 30, 2022, the Company had no investments since it transferred is investments by a plan of arrangement to Milgraus in exchange for common shares of Milgarauss. The common shares of Milgrauss were subsequently distributed to the Company’s shareholder by a dividend.

On April 13, 2020, the Company purchased an aggregate of 1,000,000 common shares of Akiva Systems Inc. (“Akiva”) and 500,000 common share purchase warrants exercisable for an additional 500,000 Akiva Shares at a price of $0.40 for a period of 24 months from issuance for $100,000. At July 31, 2021, the fair value of the units was $100,000, which was determined by valuing the Akiva units at the most recent financing price. As part of the Arrangement, the Company spun out the Akiva investment to Milgauss.

On May 22, 2020, the Company acquired an aggregate of 2,000,000 common shares of Gold Lion Resources Inc. (“Gold Lion”) and 2,000,000 common share purchase warrants exercisable for an additional 2,000,000 Gold Lion Shares at a price of $0.75 for a period of 24 months from issuance for $1,000,000. The $1,000,000 was allocated to shares and warrants based on their relative fair value. As at April 30, 2021, the fair value of the shares was $227,000 which was based on the share price at the end of trading on April 30, 2021. As at July 31, 2021, the fair value of the common share purchase warrants was estimated to be $14,755, using the Black-Scholes Option Pricing Model with the following assumptions: term of 1.06 years, expected volatility of 154%; risk -free rate of 0.29%; and expected dividends of zero. As part of the Arrangement, the Company spun out the Akiva investment to Milgauss.

Debt instruments

On February 26, 2018, the Company entered into an agreement to purchase convertible debentures with an aggregate principal amount of 2,500,000,000 Korean Wan (CAD $2,880,000) issued by Fourth Link Inc. (“Fourth Link”), a company incorporated under the laws of Korea and quoted on the KOSDAQ board of the Korea Stock Exchange. As consideration, the Company issued 16,800,000 common shares on September 7, 2018 (Note 9). The convertible debentures are unsecured, mature on February 3, 2020, bear interest at 4% per annum payable every 3 months, and may be converted into common stock of Fourth Link at any time from March 3, 2018 to maturity at a conversion price of 1,532 Korean Wan per common share. The transaction was approved by the TSX-V on September 5, 2018. The fair value of the investment on initial recognition was $4,740,476, which was based on the quoted market price of Fourth Link’s shares on the closing date.

As of April 30, 2021, the Company has been pursuing legal action against Fourth Link for the redemption of the debentures since Fourth Link was delisted from the KOSDAQ and the Company is unable to convert its shares. Court proceedings have been delayed due to COVID-19 and the court date is currently uncertain. Due to the uncertainty of the Company’s ability to recover any value from the debentures, as at July 31, 2019, the investment was written off, resulting in a loss of $4,740,476. As at April 30, 2022 and July 31, 2021, the Company continues to pursue legal action against Fourth Link.

On November 16, 2021, the Company’s subsidiary, Valley One Investments Inc, entered into a loan agreement with Seattle Ketamine Infusions, PLLC to lend $250,000 with an annual interest of 7 percent (7%). As at April 30, 2021, the Company advanced a total of $100,000 to Seattle Ketamine Infusions, PLLC.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Transactions with Related Parties

Najla Guthrie, CEO Joe Ramelli, CFO Steven Inglefield, COO and Director James Henning, Director and member of the Audit Committee; Natasha Raey, Director and member of the Audit Committee; Brendan Purdy, Director and member of the Audit Committee;

During the period ended April 30, 2022 and 2021, the Company paid the following consulting and management fees:

	2022	2021
Consulting fees paid to the former CEO of the Company	$ 144,000	$ 31,500
Consulting fees paid to the former CFO and former director of the Company	35,000	30,000
Consulting fees paid to a Company controlled by a director of the Company	4,500	4,500
Accounting and Corporate fees paid to the former CFO and former director of the
Company	105,406	-
Professional feespaid to theCFOof theCompany	25,494	-
	$314,400	$66,000

• At April 30, 2022, $83,820 (2021 $500) is owing to related parties for unpaid fees which are included in accounts payable and accrued liabilities. Amounts due to related parties are unsecured, non-interest bearing and due on demand.

Outlook

Wellbeing is dedicated to becoming a leader in clinical offerings of ketamine-enhanced treatments across North America.

We have acquired 15 clinics across North America, with letters of intent signed for an additional clinic. We are building the critical infrastructure needed to provide breakthrough and life-changing mental wellness treatments through existing clinics, experienced professionals and advanced technology.

Wellbeing will be utilizing first-of-its-kind wearable technologies to track key vitals before, during, and after psychedelic-assisted therapies. Our technology aims to empower patients in their wellness journey and provide clinicians with data to improve outcomes.

Building objective data around the patient experience by measuring physical signals and responses will allow us to refine and adjust our processes, while providing great opportunities to advance psychedelic therapy research.

KGK Science, a wholly owned subsidiary, has helped hundreds of companies with custom designed clinical trials and claim substantiation strategies over the past 23 years.

Equipped with state-of-the-art technologies, novel research techniques, and a seasoned team of industry experts, KGK Science is a leader in premium clinical research. The company has extensive experience in pharmaceuticals, cannabis, natural health products, and more recently psychedelics.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Financial Instruments and Risks

The fair values of cash, investments and accounts payable approximate their carrying values.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data.

(a) The following is an analysis of the Company’s financial assets measured at fair value as at April 30, 2022:

		As at April	30,2022
	Level 1	Level 2		Level 3	Total
Cash and cash equivalents	$ 298,125	$ -	$	-	$ 298,125
Restricted cash	112,330	-		-	112,330
	$426,655	$-	$	-	$426,655

(b) Interest rate

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its restricted cash as these instruments have maturities of one year or less and are therefore exposed to interest rate fluctuations on renewal. A 1% change in the market interest rates would have an impact on the Company’s net income of $1,120.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. Liquidity risk is assessed as high.

(d) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s exposure to credit risk is on its cash held in bank accounts and on its investments. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. Credit risk on investments is assessed as high.

(e) Global economic conditions

General global economic conditions, including, without limitation, general levels of economic activity, fluctuations in the market prices of securities, participation by other investors in the financial markets, economic uncertainty, national and international political circumstances, natural disasters, public health crises (such as the recent global outbreak of a novel coronavirus, COVID-19) and other events outside of our control, may affect the activities of the Company and its investments.

Other Requirements

Summary of Outstanding Securities

Authorized: Unlimited number of common shares without par value.

Issued and outstanding Shares: 128,711,885 Stock options: 7,934,999 Restricted Share Units: 12,001,402 Warrants: 44,349,994

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Additional Disclosure for Venture Issuers Without Significant Revenue

Additional information relating to our Company, including periodic quarterly and audited financial reports, is available on SEDAR at www.sedar.com.

Risk Factors

Certain risks and uncertainties that could cause the Company’s actual results to materially differ from our current expectations include, but are not limited to:

Going Concern

As at April 30, 2022, the Company has an accumulated deficit of $59,170,874 (July 31, 2021 - $37,605,829). The Company has no source of operating cash flow and there is no assurance that sufficient funding will be available in the future. Management has the option to raise funds through a combination of equity and/or debt financing, along with a sale of investments. The success of these plans will depend upon the ability of the Company to generate cash flows from its portfolio investments.

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going concern.

COVID-19 Outbreak Risks

The Company’s business, operations and financial condition could be materially adversely affected by public health crises, including epidemics, pandemics and or other health crises, such as the outbreak of COVID-19. The current COVID-19 global health pandemic is significantly impacting the global economy, including commodity and financial markets. The full extent and impact of the COVID-19 pandemic is unknown and, to date, has included volatility in financial markets, volatility in commodity prices (including precious metals), significant restrictions on travel, temporary business closures, quarantines, and a general reduction in economic and consumer activity, globally, all of which raise concern about a prolonged global recession. In addition, the COVID-19 outbreak may result in operating, supply chain and project development delays which may have material adverse effects on the operations of third parties in which the Company has an interest. Such third-party operations may be suspended for precautionary purposes, or due to the imposition of emergency measures or other government action to combat the spread of COVID-19. If the operation or development of one or more third party businesses in which the Company holds an interest is suspended, it may have a material adverse impact on the Company’s results of operations and financial condition, or on the trading price of the Company’s securities.

Additional pandemic-related risks to Company’s business include without limitation, the risk of breach of material contracts, employee health, workforce productivity, limitations on travel, the availability of industry experts and personnel, unknown adverse global public health developments, and other factors beyond the Company’s control, any of which may have a material and adverse effect on the Company’s business, financial condition, results of operations, and securities.

As at the date of this Listing Statement, the duration of any business disruptions and related financial impact of the COVID-19 outbreak cannot be reasonably estimated. It is unknown whether and how the Issuer may be affected if the COVID-19 outbreak persists for an extended period of time.

The Market price of the Common Shares may experience significant volatility

The market price for Common Shares may be subject to general volatility. Factors such as variations in the Company’s financial results, announcements by the Company, developments affecting the business and customers, general interest rate levels, the market price of the Common Shares and general market volatility could cause the market price of the Common Shares to fluctuate significantly.

In addition, future sales or the availability for sale of substantial amounts of Common Shares in the public market could adversely affect the prevailing market price of the Common Shares and could impair the Company’s ability to raise capital through future sales of its securities.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Risk Factors (continued)

Conflicts of interest may arise between the Company and its directors and management

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company. The directors and officers of the Company are directors and officers of other companies, some of which will be in similar businesses as those of the Company. The directors and officers of the Company are required by law to act in the best interests of the Company. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Company may result in a breach of their obligations to the other companies, and in certain circumstances this could expose the Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligations to act in the best interests of the Company. Such conflicting legal obligations may expose the Company to liability to others and impair its ability to achieve its business objectives.

The Company has a limited operating history and a history of net losses, and may not achieve or maintain profitability in the future

The Company intends to continue to expend significant funds to develop its business. As the Company grows, the Company expects the aggregate amount of these expenses will also continue to grow. The Company has no source of operating cash flow and there is no assurance that sufficient funding will be available in the future. Management has the option to raise funds through a combination of equity and/or debt financing, along with a sale of investments. The success of these plans will depend upon the ability of the Company to generate cash flows from its portfolio investments.

The Company’s efforts to grow the business may be more costly than expected and the Company may not be able to increase its revenue enough to offset higher operating expenses. The Company may incur significant losses in the future for a number of reasons, including as a result of unforeseen expenses, difficulties, complications and delays, the other risks described in this document and in the Company’s public disclosure record and other unknown events. The amount of future net losses will depend, in part, on the growth of the Company’s future expenses and its ability to generate revenue. If the Company continues to incur losses in the future, the net losses and negative cash flows incurred to date, together with any such future losses, will have a material adverse effect on the Company’s stockholders' equity and working capital. Even if the Company achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. If the Company is unable to achieve and sustain profitability, the market price of the Common Shares may significantly decrease and the Company’s ability to raise capital, expand its business or continue operations may be impaired. A decline in the Company’s value may also cause investors to lose all or part of their investment.

The Company may be unable to attract or retain key personnel with sufficient experience in the mental health industry, and the Company may be unable to attract, develop and retain additional employees required for the Company’s development and future success.

The Company’s success is largely dependent on the performance of its board and management team. Qualified individuals are in high demand, and the Company may incur significant costs to attract and retain them. The loss of the services of any key personnel, or an inability to attract other suitably qualified persons when needed, could prevent the Company from executing on its business plan and strategy, and the Company may be unable to find adequate replacements on a timely basis, or at all. The Company does not currently maintain key-person insurance on the lives of any of the Issuer's key personnel.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Risk Factors (continued)

The Company may not be able to secure adequate or reliable sources of funding required to operate its business

The continued development of the Company’s business will require additional financing and there is no assurance that the Company will obtain the financing necessary to be able to achieve its business objectives. The Company’s ability to obtain additional financing will depend on investor demand, the Company’s performance and reputation, market conditions and other factors. The Company’s inability to raise such capital could result in the delay or indefinite postponement of the Company’s current business or in its inability to continue to carry on its business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Company.

In addition, from time to time, the Company may enter into transactions to acquire assets. The Company’s continued growth may be financed, wholly or partially, with debt, which may increase the Company’s debt levels. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. Debt financings may also contain provisions that, if breached, may entitle lenders or their agents to accelerate repayment of loans or realize upon security over the Company’s assets, and there is no assurance that the Company would be able to repay such loans in such an event or prevent the enforcement of security granted pursuant to any such debt financing.

Fraud by a Target Company

While the Company makes every effort to verify the accuracy of information provided to it when making a decision on whether to invest or acquire a company, a target company may misrepresent information relating its financial health, operations or compliance with the terms under which the Company makes such a decision. In cases of fraud, it is unlikely that the Company will be able to realize on the benefits it anticipated when acquiring or investing in such company, which could have a Material Adverse Effect.

Lack of Control or significant influence over Companies in which the Company Invests

In certain cases, the Company invests or may invest in securities of companies that the Company does not control or influence. These investments will be subject to the risk that the company in which the investment is made may make business, financial or management decisions with which the Company does not agree or that the majority stakeholders or management of the company may take risks or otherwise act in a manner that does not serve the Company's interests. If any of the foregoing were to occur, the values of investments by the Company could decrease and the Company's financial condition and cash flow could suffer as a result.

Due Diligence

The due diligence process that the Company undertakes in connection with acquisitions may not reveal all facts that may be relevant in connection therewith. Before making acquisitions, the Company conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each transaction. When conducting due diligence, the Company may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process to varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an acquisition, the Company relies on the resources available to it, including information provided by the target of the acquisition and, in some circumstances, third-party investigations. The due diligence investigations that the Company carries out with respect to acquisitions may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such acquisition opportunities. Moreover, such an investigation will not necessarily result in the acquisition being successful. Any of the foregoing could have a Material Adverse Effect.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Risk Factors (continued)

Risk Management Efforts May Not Be Effective

The Company could incur substantial losses and its business operations could be disrupted if the Company is unable to effectively identify, manage, monitor and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk, as well as operational risks related to the Company's business, assets and liabilities. To the extent that the Company's models used to assess the creditworthiness of potential acquisition targets do not adequately identify potential risks, this could result in higher risk than anticipated. The Company's risk management policies, procedures and techniques, may not be sufficient to identify all of the risks that the Company is exposed to, mitigate the risks that are identified or identify concentrations of risk or additional risks to which the Company may become subject in the future.

Reliance on Data from Third Parties

The Company's ability to review and select potential acquisition targets depends on, among other things, credit, identification and other relevant information that the Company receives from third parties, including credit bureaus. If this information becomes unavailable or becomes more expensive to access, it could increase the Company's costs as it seeks alternative sources of information. If this third party data is incorrect, the Company's ability to identify potential acquisition targets may suffer and the Company's business may be harmed. Other competitors to the Company may also have access to the same or additional data on potential acquisition targets and as a result, the Company may face competition in acquiring the interests it acquires in acquisition targets.

Tax and accounting requirements may change in ways that are unforeseen to the Company and the Company may face difficulty or be unable to implement or comply with any such changes

The Company is subject to numerous tax and accounting requirements, and changes in existing accounting or taxation rules or practices, or varying interpretations of current rules or practices, could have a significant adverse effect on the Company’s financial results, or the manner in which the Company conducts its business. The Company currently has international operations and plans to expand such operations in the future. These operations, and any expansion thereto, will require the Company to comply with the tax laws and regulations of multiple jurisdictions, which may vary substantially. Complying with the tax laws of these jurisdictions can be time consuming and expensive and could potentially subject the Company to penalties and fees in the future if the Company were to fail to comply.

The Company may not be able to successfully identify and execute future transactions or to successfully manage the impacts of such transactions on the Company’s operations.

Material acquisitions, dispositions and other strategic transactions involve a number of risks, including: (i) the potential disruption of the Company’s ongoing business; (ii) the distraction of management away from the ongoing oversight of the Company’s existing business activities; (iii) incurring additional indebtedness; (iv) the anticipated benefits and cost savings of those transactions not being realized fully, or at all, or taking longer to realize than anticipated; (v) an increase in the scope and complexity of the Company’s operations; and (vi) the loss or reduction of control over certain of the Company’s assets.

The existence of one or more material liabilities of a company that are unknown to the Company at the time of acquisition could result in the Company incurring the liabilities under the acquisition, or not realizing the expected benefits of such acquisition. A strategic transaction may result in a significant change in the nature of the Company’s business, operations and strategy, and the Company may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into its operations.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Risk Factors (continued)

The Company incurs increased costs as a result of operating as a public company and the Company’s management will be required to devote substantial time to compliance .

The Company is a public company and incurs significant legal, accounting and other expenses. In addition, securities laws and regulations and stock exchanges rules and polices impose various requirements on public companies, including requirements to file annual, quarterly and event-driven reports with respect to the Company’s business and financial condition and operations and to establish and maintain effective disclosure and financial controls and corporate governance practices. The Company’s management and other personnel have limited experience operating a public company, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective internal controls over financial reporting and disclosure controls and procedures necessary to ensure timely and accurate reporting of operational and financial results. The Company’s existing management team will need to devote a substantial amount of time to these matters, and may need to hire additional personnel to assist the Company with complying with these requirements. Moreover, these rules and regulations will increase the Company’s legal and financial compliance costs and will make some activities more time consuming and costly.

The Company incurs increased costs as a result of operating as a public company and the Company’s management will be required to devote substantial time to compliance. (continued)

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some public company required activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. The Company intends to acquire assets and comply with evolving laws, regulations and standards, and this acquisition may result in increased general and administrative expenses and divert management's time and attention from revenue generating activities to compliance activities. If the Company’s efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against the Company and its business may be harmed.

Being a public company and complying with applicable rules and regulations will make it more expensive for the Company to obtain director and officer liability insurance, and the Company will incur substantially higher costs to obtain coverage. These factors could also make it more difficult for the Company to attract and retain qualified executive officers and board members.

Management may not be able to successfully implement adequate internal controls over financial reporting.

Proper internal control systems and disclosure are critical to the operation of a public company. However, the Company does not expect that its internal controls will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of such controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. If the Company cannot provide reliable financial reports or prevent fraud, the Company’s reputation and operating results could be materially adversely affected, which could cause investors to lose confidence in the Company and its reported financial information, which in turn could result in a reduction in the value of the Common Shares.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Risk Factors (continued)

Tax Issues

Income tax consequences in relation to the Common Shares will vary according to the circumstances of each investor. Prospective investors should seek independent advice from their own tax and legal advisors.

Dividends

The Company has not paid any dividends on its outstanding Common Shares. Any payments of dividends on the Common Shares will be dependent upon the financial requirements of the Company to finance future growth, the financial condition of the Company and other factors which the Company’s Board of Directors may consider appropriate in the circumstance. It is unlikely that the Company will pay dividends in the immediate or foreseeable future

Conflicts of Interest

Certain of the directors and officers of the Company are also directors and officers of other companies involved in the mental health industry and conflicts of interest may arise between their duties as officers and directors of the Company and as officers and directors of such other companies.

Political and Economic Instability

The Company may be affected by possible political or economic instability. The risks include, but are not limited to, terrorism, military repression, extreme fluctuations in currency exchange rates and high rates of inflation. Changes in medicine and agriculture development or shifts in political attitude in certain countries may adversely affect the Company’s business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, distribution, price controls, export controls, income taxes, expropriation of property, maintenance of assets, environmental legislation, land use, land claims of local people and water use. The effect of these factors cannot be accurately predicted.

Limited Operating History

The Company has limited operating history. The Company and its business prospects must be viewed against the background of the risks, expenses and problems frequently encountered by companies in the early stages of their development, particularly companies in new and rapidly evolving markets. There is no certainty that the Company will be able to operate profitably.

Need to Manage Growth

The Company could experience rapid growth in revenues, personnel, complexity of administration and in other areas. There can be no assurance that the Company will be able to manage the impact that growth could place on the Company’s administrative infrastructure, systems and controls. If the Company is unable to manage future growth effectively, the Company’s business, operations and operating results and financial condition may be materially adversely affected.

Minority Shareholder Risk

Insiders of the Company own approximately <1% of the Company’s outstanding Common Shares. Accordingly, insiders of the Company will likely be able to exercise effective control over all matters requiring the approval of the Common Shareholders, including the election of directors and significant corporate transactions.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Risk Factors (continued)

Permits and Licenses

The Company believes it currently has all permits and licenses that are necessary to carry on its business. It may require additional licenses or permits in the future and there can be no assurance that we will be able to obtain all such additional licenses and permits. In addition, there can be no assurance that any existing licenses and permits will be renewable if and when required or that such existing licenses and permits will not be revoked.

Regulatory Risks

The business and activities of the Company will be heavily regulated in all jurisdictions where it will carry on business. The proposed activities of the Company will be subject to various laws, regulations and guidelines by governmental authorities, including, but not limited to, the FDA. Laws and regulations, applied generally, grant government agencies and self-regulatory bodies broad administrative discretion over the activities of the Company, including the power to limit or restrict business activities as well as impose additional disclosure requirements on the Company’s products and services. The Company’s business objectives are contingent upon, in part, compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals, where necessary, for the provision of its services. The Company cannot predict the impact of the compliance regime that is implemented for the United States psychedelics industry. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company. Although the operations of the Company are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail the Company’s ability to conduct business in the jurisdictions and industries in which it currently operates or intends to operate. Amendments to current laws and regulations governing the Company’s current and/or intended operations, more stringent implementation thereof or other unanticipated events could have a material adverse impact on the business, financial condition and operating results of the Company.

Changes in Laws, Regulations and Guidelines

The Company’s operations will be subject to various laws, regulations, guidelines and licensing requirements in the United States, Canada and potentially other jurisdictions. Although the Company is expected to comply with all such laws, any changes to such laws, regulations, guidelines and policies due to matters beyond the control of the Company could have a material adverse effect on the Company’s business, results of operations and financial condition.

General Healthcare Regulations

Healthcare service providers in the United States are subject to various government regulations and licensing requirements and, as a result, the Company’s businesses operate in an environment in which government regulations and funding play a key role. The level of government funding directly reflects government policy related to healthcare spending, and decisions can be made regarding such funding that are largely beyond the business’ control. Any change in governmental regulation, delisting of services, and licensing requirements relating to healthcare services, or their interpretation and application, could adversely affect the business, financial condition and results of operations of the business. In addition, the Company could incur significant costs in the course of complying with any changes in the regulatory regime. Non‐compliance with any existing or proposed laws or regulations could result in audits, civil or regulatory proceedings, fines, penalties, injunctions, recalls or seizures, any of which could adversely affect the reputation, operations, or financial performance of the Company.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Risk Factors (continued)

Reliance on Physicians and other Healthcare Professionals

The Company relies heavily on the availability of physicians and other healthcare professionals to provide services at its facilities. If physicians and other healthcare professionals were unable or unwilling to provide these services in the future, this would cause interruptions in the Company’s business until these services are replaced. As such, vacancies and disabilities relating to the Company’s current medical staff may cause interruptions in the Company’s business and result in lower revenues. As the Company expands its operations, it may encounter difficulty in securing the necessary professional medical and skilled support staff to support its expanding operations. There is currently a shortage of certain medical physicians in the United States and this may affect the Company’s ability to hire physicians and other healthcare practitioners in adequate numbers to support its growth plans, which may adversely affect the business, financial condition and results of operations.

Confidentiality of Personal and Health Information

The Company and its employees and consultants have access, in the course of their duties, to the personal information of clients of the Company and specifically their medical histories. The Company’s operations located in the United States are subject to HIPAA and other privacy regulations. HIPAA contains standards relating to the transmission, privacy and security of health information by healthcare providers and healthcare plans. The Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), passed as part of the American Recovery and Reinvestment Act of 2009, represented a significant expansion of the HIPAA privacy and security laws. HIPAA generally does not preempt state law. Therefore, because many states have privacy laws that provide more stringent privacy protections than those imposed by HIPAA, the Company must address privacy issues under those state laws as well. In addition to HIPAA and the HITECH Act, the Company is also subject to federal laws and regulations governing patient records involving substance abuse treatment, as well as other federal privacy laws and regulations. There can be no assurance that the Company’s existing policies, procedures and systems will be sufficient to address the privacy concerns of existing and future clients whether or not such a breach of privacy were to have occurred as a result of the Company’s employees or arm’s length third parties. If a client’s privacy is violated, or if the Company is found to have violated any law or regulation, it could be liable for damages or for criminal fines and/or penalties.

Business Exposure to New Clinical Modalities

The use of psychedelics in the treatment of medical conditions is relatively new. The Company currently uses ketamine, off-label, in specific mental health treatment protocols. In the future, as new psychedelics are approved for use, the Company also intends to incorporate them into its practices. However, no assurance can be given that such new psychedelics will become available for use, and no assurance can be given that the Company will be successful in the long term in building its business through new clinical modalities.

Wellbeing Digital Sciences Inc. (formerly KetamineOne Capital Limited) MANAGEMENT DISCUSSION & ANALYSIS For the Period Ended April 30, 2022 and 2021

Risk Factors (continued)

Risks Associated with the Regulated Psychedelics Industry

The Company’s business activities rely on newly established and/or developing laws and regulations, relating to the regulated psychedelics industry. These laws and regulations are rapidly evolving and subject to change with minimal notice. The psychedelics industry may come under the scrutiny or further scrutiny of the FDA or the NEO. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any proposals will become law. The regulatory uncertainty surrounding the Company’s industry may adversely affect the business and operations of the Company, including without limitation, the costs to remain compliant with applicable laws and the impairment of its ability to raise additional capital, which could reduce, delay or eliminate any return on investment in the Company. The Company proposes to (i) develop psychedelic-assisted psychotherapy protocols, and (ii) expand its network of mental health clinics. Psychedelic-assisted therapy is a new and emerging industry with substantial existing regulations and uncertainty as to future regulations. There is no assurance the Company will be able to derive meaningful revenue from its investment in psychedelic therapy development, or to pursue that business to the extent currently proposed. In addition, there would be no assurance that the psychedelic market and industry would continue to exist and grow as anticipated or function and evolve in a manner consistent with management’s expectations and assumptions. Any event or circumstance that adversely affects the psychedelic industry and market could have a material adverse effect on the Company’s business, financial conditions and results of operations.

Unfavourable Publicity or Consumer Perception Towards Psychedelics

There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the psychedelics industry. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Company’s psychedelic-assisted psychotherapy business.

Supply Risk

We require commercial scale and quality manufactured pharmaceutical drugs such as ketamine to be available for clinical use. If we do not have a commercial-grade drug supply when needed, we may need to delay patient treatments, and our business operations could suffer significant harm. If we are subject to quality, cost or delivery issues with the preclinical and clinical-grade materials supplied by contract manufacturers or if we do not have commercial drug supply available when needed for clinical trials, our regulatory and commercial progress may be delayed, and we may incur increased product development costs. This may have a material adverse effect on our business, financial condition and prospects, and may delay marketing of the product.