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Yorkton Equity Group Inc. Management Reports 2021

May 1, 2021

47356_rns_2021-04-30_93b48147-2cc5-4bcf-b2d3-67000b8d722d.pdf

Management Reports

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Management Discussion & Analysis

Year Ended December 31, 2020

April 30, 2021

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The following MD&A is prepared as of April 30, 2021 and is intended to assist the understanding of the results of operations and financial condition of Yorkton Equity Group Inc. (the “Company” or “Yorkton”).

This MD&A should be read in conjunction with Yorkton’s audited consolidated financial statements and related notes for the year ended December 31, 2020 and the MD&A and audited consolidated financial statements for Yorkton for the year ended December 31, 2019. The statements and additional information about Yorkton, can be found on SEDAR at www.sedar.com. Such additional information is not incorporated by reference herein, unless otherwise specified, and should not be deemed to be part of this MD&A.

The Company’s audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). All dollar amounts are expressed in Canadian currency unless otherwise indicated.

Forward-Looking Statements Disclaimer

This MD&A offers our assessment of Yorkton’s future plans and operations as of April 30, 2021 and contains “forward-looking statements” and “forward-looking information” within the meaning of applicable securities law (collectively referred to in this MD&A as “forward looking statements”). All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results, or developments that Yorkton anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements.

In some cases, forward-looking statements can be identified using the words “will”, “can”, “possible”, “may”, “believe”, “expect”, “anticipate”, “future”, “typical”, “opportunity”, “continue”, “should”, “intend”, “budget”, “plan”, “potential” and similar expressions. In particular, but without limiting the foregoing, this MD&A contains forward-looking statements pertaining to the following: Yorkton’s corporate structure; the Company’s investment strategy; market interest rates; availability of suitable investment opportunities; Yorkton’s corporate focus: business model and strategy; market opportunities; the impact of novel coronavirus (“COVID-19”) on the Company’s operations; the addition of infrastructure and properties; timing and cost thereof; recurrence of certain expenditures; and liquidity and capital resources, including the Company’s ability to generate sufficient amounts of cash through operations and financing activities.

By their nature, forward-looking statements are subject to numerous risks and uncertainties, including those discussed below. You are cautioned that the assumptions used in the preparation of forwardlooking statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. No assurance can be given that any of the events anticipated will transpire or occur, or if any of them do so, what benefits Yorkton will derive from them. The Company does not assume the obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise unless required by law.

The impact of the changing circumstances surrounding the COVID-19 pandemic and the related response from the Company, governments (federal, provincial and municipal), regulatory authorities, businesses and customers, there is inherently more uncertainty associated with the Company’s assumptions as compared to prior periods. These assumptions and related risks, include but are not limited to management expectations with respect to the factors above as well as general economic conditions, such as the impact on the economy and financial markets of the COVID-19 pandemic and other health risks.

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 1 of 11

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Non-IFRS Measures

In this MD&A, certain terms that are not specifically defined in International Financial Reporting Standards (“IFRS”) are used to analyze Yorkton’s operations. In addition to the primary measures of net (loss) income and net (loss) income per share in accordance with IFRS, Yorkton believes that certain measures not recognized under IFRS assist both Yorkton and the reader in assessing performance and understanding the Company’s results. As a result, the method of calculation may not be comparable with other companies. These measures should not be considered alternatives to net (loss) income and net (loss) income per share as calculated in accordance with IFRS.

Working capital – working capital is calculated as current assets less current liabilities.

Business Overview

Yorkton Equity Group Inc. is a real estate investment company whose principal activities include the acquisition, development and ownership of residential and commercial properties. The Company’s common shares are publicly traded and listed on the TSX Venture (“TSX-V”) under the symbol “YEG”. The Company presents its results on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they become due. The Company’s ability to generate sufficient cash flows to maintain normal operations, if unsuccessful, will result in it not being able to continue as a going concern.

Yorkton Equity Group Inc. was formed in April 2016 as a CPC (Capital Pool Company) under the name TRUSTED BRAND 2016 INC (TSXV “HAH.P”). The aim of the CPC is to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (“QT”). On November 17, 2020, the Company executed the QT with 1421526 Alberta Ltd. (“1421526”). Stock commenced trading on the TSX Venture Exchange on November 20, 2020. The stock price ranged from $0.15 to $0.45 over the last 52 weeks.1421526 was owned by Lui Holdings Corporation and 991799 Alberta Ltd prior to the reverse acquisition. 1421526 is part of the Yorkton Group of Companies (“Yorkton Group”), whose focus is real estate development and investment. Yorkton Group owns and develops properties in Alberta and British Columbia. 1421526 is an Alberta corporation incorporated under the Business Corporations Act (Alberta) on August 25, 2008, with its principal offices located at 3165 Manulife Place, 10180 – 101 Street, Edmonton, T5J 3S4 and its registered office located at 1700, 10175-101 Street NW, Edmonton, Alberta, T5J 0H3. 1421526 has no corporate subsidiaries.

1421526 is the owner of a two-storey retail and commercial building referred to as Pacific Rim Mall located at 9700 – 105th Avenue NW, Edmonton, Alberta which is situated on a 26,400 square foot land base, and a 34,845 square foot gravel parking lot along 98th Street and 105th Avenue in Edmonton, Alberta which is zoned for future development (the “Property”). 1421526 operates a commercial rental business with a steady cash flow.

During the fiscal year there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and; specifically, the regional economies in which the Company operates. The pandemic could continue to have a negative impact on the stock market, including trading prices of the Company’s shares and its ability to raise new capital. These factors, among others, could have a significant impact on the Company’s operations. Management have given consideration as to the impact of COVID-19 on the Company and concluded that the consolidated financial statements appropriately reflect and disclose management’s best estimate

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 2 of 11

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and uncertainty regarding the impact of COVID-19 on the Company’s future operations and financial results.

Business Strategy

Yorkton’s strategy is to acquire and develop a diversified portfolio of commercial and multi-suite residential real estate assets. Diversification of the portfolio, by both asset type and location reduces investment risk. The Company’s business strategy consists of the following elements:

  • Expand its real estate investments to provide a solid consistent return to the shareholders through prudent and conservative management.

  • Raise Capital initially and expand through acquisition of multi-unit residential properties in Western Canada.

  • Leverage on its management expertise to expand its portfolio of high-quality, income producing properties.

  • Attract and retain additional management resources with a focus to enhance management skills and control standards for future success.

Significant Events

Qualifying Transactions (“QT”)

On November 17th, 2020 – Yorkton Equity Group Inc. (“Yorkton” or the “Company”) (TSXV: YEG) (formerly "Trusted Brand 2016 Inc."), closed its Qualifying Transaction with 1421526. In accordance with the approvals of the Company's shareholders at its annual general and special meeting held on May 15, 2020 and the special meeting held on September 10, 2020, the Company has completed its name change in conjunction with completion of the Qualifying Transaction.

The TSX Venture Exchange approved the transaction, and the Company was listed as a Tier 2 issuer and commenced trading on the TSX Venture Exchange under the trading symbol YEG on November 20, 2020. In connection with this closing, the Company has issued an aggregate of 56,642,113 YEG Shares at $0.20 to the principals of 1421526.

The 56,642,113 YEG Shares issued to the principals of 1421526 are held in escrow (“Escrow”) pursuant to a TSXV Value Escrow Agreement for Tier 2 Issuers and are releasable over a 36-month period following the issuance of a final Exchange bulletin. The 3,962,900 common shares of Trusted Brand 2016 Inc. (“Trusted Brand”) have been re-registered as YEG Shares. In addition, Yorkton granted stock options to directors, officers, and employees of the Company to purchase an aggregate of 769,905 YEG Shares pursuant to its stock option plan which are exercisable at a price of $0.20 for a period of five years from the date of grant. The previously issued aggregate of 396,290 options of Trusted Brand will be reregistered as YEG options with an amended exercise price of $0.20 and will be exercisable for a period of one year from completion of the Qualifying Transaction.

Concurrent with the completion of the Qualifying Transaction, Yorkton completed a non-brokered private placement of 7,804,330 units (“Units”), at an offering price of $0.20 per Unit, for gross proceeds of $1,560,866. Each Unit is comprised of one (1) YEG Share and one (1) YEG Share purchase warrant (“Warrant”) entitling the holder to purchase one (1) additional YEG Share at a price of $0.30 per YEG Share for a period of three (3) years following the date of closing (the “Term”). In the event the YEG Shares close at a price of equal to or greater than $0.50 per YEG Share for a period of greater than twenty (20) consecutive trading days, the Term of the Warrants shall be automatically accelerated and shortened from three (3) years to thirty (30) calendar days following the date a press release is issued by the Company announcing the reduced Term, and the issuance of the press release shall be deemed

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 3 of 11

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sufficient notice to all Warrant holders of the shortened Term as a result of the acceleration. The proceeds from the private placement will be used for general working capital.

As a result of the foregoing, the outstanding capital of the Company upon completion of the Qualifying Transaction consists of 68,409,343 YEG Shares, 1,166,195 options and 7,804,330 warrants to acquire YEG Shares.

COVID – 19 Pandemic

During March 2020, the outbreak of the novel strain of coronavirus (“COVID-19”) resulted in governments enacting emergency measures to contain the spread of the virus. These measures, which include the implementation of travel bans, closure of non-essential businesses, self-imposed quarantine period and social distancing, have caused an economic slowdown and material disruption to business. The Government has reacted with interventions intended to stabilize economic conditions. The duration and impact of the COVID-19 pandemic is unknown at this time. The Company cannot reliably estimate the length and severity of the developments under the pandemic or the impact on the financial position and performance of the Company in future periods.

The Company is actively monitoring the ongoing developments with regards to COVID-19 and continues to implement measures to help reduce the spread of COVID-19.

Canada Emergency Commercial Rent Assistance ("CECRA")

The Government of Canada partnered with the provincial governments to deliver the CECRA program. The program is intended to provide relief for small business tenants of commercial landlords who are experiencing financial difficulties during the COVID-19 pandemic. Over the course of the program, property owners that participated in the program reduced rent by at least 75% for the months of April to September 2020 for their small business tenants that qualify. The Government of Canada, via a forgivable loan, covered 50% of the rent, with the tenant paying up to 25% and the landlord forgiving at least 25%. The interest-free loans will be forgiven on December 31, 2020 if the property owner agrees to terms, including reducing the small business tenants' rent by at least 75% under a rent reduction agreement. To ensure loan forgiveness, the landlord must follow the terms and conditions of the loan, including complying with the rent reduction agreement. The Company has finalized all applications under the CECRA program and received the designated proceeds. The amount forgiven by the landlord of $28,641 under the CECRA program (25%) has been adjusted through the Company’s straight-line rent.

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 4 of 11

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Financial and Operational Highlights

As at December 31 2020
2019
2018
Net rental income
Income (loss) before other income and expenses
Income (loss) per share, before other income and expenses
(basic and diluted)
Fair value adjustment on investment property
Net and comprehensive income (loss)
Net income (loss) per share (basic and diluted)
Cash provided by (used in) operating activities
Cash provided by financing activities
Cash used in investing activities
Total assets
Working capital (deficit)
Total non-current liabilities
$ 443,597 $ 538,336
$ 512,587
53,070
1,291
2,437
($0.00)
$0.00
$24.37
(856,709)
(29,243)
246,128
(422,355)
208,181
176,282
($0.01)
($0.01)
$1,762.82
(222,453)
121,651
45,436
1,169,409
(122,206)
(145,398)
72,573
(94,649)
(48,081)
14,944,188
14,205,697
14,186,884
(1,517,319)
(6,645,345)
(6,501,350)
$ 1,026,802 $ 2,258,969
$ 2,495,150
Weighted average number of common
shares outstanding (basic and diluted)
40,665,763
36,862,905(1)
100(1)

(1) Comparative information presented from financial statements of 142156.

SELECTED FINANCIAL INFORMATION

Selected Quarterly Statement of Operations Data (1)

Selected Quarterly Stat ement of Operations Data(1)
Net rental income
Net and Other
comprehensive
income(loss)
Total Assets
Net rental income
Net and Other
comprehensive
income(loss)
Total Assets
December 31,
2020
September 30,
2020
June 30,
2020
March 31,
2020
$ 92,023 $ 68,685 $ 141,627 $ 141,262
(422,832)
(95,077)
45,375
50,179
14,944,188
14,605,225
14,596,475
14,294,569
December 31,
2019
September,30
2019
June,30
2019
March 31,
2019
$ 144,834
$ 129,647 $ 133,623 $ 130,232
(70,655)
91,897
94,382
92,605
14,205,697
14,107,918
14,166,863
14,116,655

(1) Comparative information presented from financial statements of 142156.

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 5 of 11

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Net Rental Income

Total net rental income was $92,023 for the quarter and $443,597 for the year ended December 31, 2020, a decrease of $52,811 and $94,739 respectively. The revenue decrease for the quarter and the year ended December 31, 2020 was principally due to COVID-19. During 2020, the company assisted certain tenants to apply for the Canadian government subsidy (“CECRA”). Under the CECRA program, the landlord will reduce the normal rent by 25%. The impact of the program to the current year was a reduction in net rental income of $28,641.

Net and comprehensive Income (loss)

Net and comprehensive income (loss) decreased by $352,177 for the quarter and $630,584 year ended December 31, 2020. The loss for the quarter and year ended December 31, 2020 was principally affected by the following items:

Listing expense – The Company entered into a QT in the year ending December 31, 2020. The Company incurred listing expenses related to the transaction of $808,389 (2019 – nil) The listing expense is not anticipated to reoccur.

Provision for Impairment – Impairment indicators were identified as a result of the economic situation related to COVID-19. The Company recorded a provision for expected credit loss for the year ended December 31, 2020 of $146,688 (2019 – nil)

Fair value loss adjustment – Fair value adjustments are determined based on the movement of various valuation parameters, including changes in projected cash flows as a result of leasing, capitalization rates, discount rates and terminal capitalization rates. During the year ended December 31, 2020, the Company recognized a fair value loss adjustment of $856,709 (2019 – $29,243). The loss for 2020 was impacted by COVID-19.

Management fees – Offsetting the increases is a decrease in management fees paid in 2020 $ nil

(2019 - $380,000).

Deferred income tax recovery – The Company recorded an income tax recovery in 2020 of $1,232,168 (2019 - $236,181). The increase in deferred tax recovery is a result of carry forward losses from Trusted Brand and changes in income tax rates applicable as a result of the reverse acquisition and public company status.

Capital Resources

As at Dec 31, 2020, the Company had cash of $1,059,018 (2019 — $39,489) and a working capital deficiency of $1,517,319 (2019 - $6,645,355). The mortgages on the commercial property are due in fiscal 2021 and are included in current liabilities and as such significantly contributes to the working capital deficiency. Cash from operations was not positive. Financing activities include the net repayment of advances from related party, scheduled repayments on the mortgages, and interest payments. Capital expenditures are generally funded by cash on hand, and/or cash provided by operating activities, or by obtaining new financing. The Company participated in a City Grant program and took out a new loan for upgrading the facade of the mall.

Another significant use for cash could be the acquisition of or investment in new properties. The Company is actively and continuously seeking new investment opportunities. Presently, YEG has made offers on several properties in British Columbia.

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 6 of 11

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Capital Management

In managing capital, the Company estimates its future cash requirements by preparing a budget. The budget establishes the activities for the upcoming year and estimates the costs associated with these activities. Historically, funding for the Company's plan is primarily managed through its commercial rental activities and through obtaining financing. There are no assurances that funds will be made available to the Company when required. There have been no changes to the Company’s capital management policies during the period ended December 31, 2020 and December 31, 2019.

The Company is subject to bank covenants which must be maintained for their mortgage payable. As at December 31, 2020, the Company is in compliance with its bank covenants.

Financial Instruments and Related Risk

Financial instruments include cash, accounts receivable, security deposits, investments, mortgage payable, amount due to related party, shareholders’ loans and accounts payable and accrued liabilities. The following provides an analysis of financial instruments that are measured at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

  • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets and liabilities;

  • Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are not observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liabilities that are not based on observable market data.

The Company has exposure to credit, interest rate, and liquidity value risk as follows:

Credit Risk

Tenant default can occur because of economic conditions or tenant specific circumstances. The Company manages this risk by having multiple tenants, retaining security deposits on leases, staggering lease expiry dates, and screening tenants for longevity and credit worthiness.

Interest Rate Risk

Future interest rates can significantly positively or negatively affect net returns.

Liquidity

There is the risk that the Company will be unable to obtain satisfactory financing when required, particularly to refinance maturing debt. This risk is mitigated by actively managing the Company's capacity to service debt, and by maintaining good borrowing relations with sound lenders.

Risk and Uncertainties

Readers are cautioned that the following is a summary only of certain risk factors and is not exhaustive and is qualified in its entirety by reference to and must be read in conjunction with the additional information on these and other factors that could affect the Company’s operations and financial results that may be accessed through the Company’s profile on SEDAR (www.sedar.com).

COVID - 19

The ongoing COVID-19 pandemic has led to prolonged voluntary and mandatory building closures, government restrictions on travel, movement and gatherings, quarantined, curfews, self-isolation and

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 7 of 11

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physical distancing. beginning in 2020, the outbreak of 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. COVID-19 could affect the ability of the Company to collect rent in certain instances and may increase the Company’s exposure to credit risk on accounts receivable. Judgement was required in assessing the collectability of any outstanding tenant receivable balances and the consideration of applying an allowance for estimated credit losses to these balances. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiary in future periods.

The impact of these measure has led to a general shutdown of economic activity and has disruption workforce and business operations. Such occurrences could have a material adverse effect on the demand for real estate, the ability of tenants to pay rent and the debt and equity capital markets. The duration and impact of the ongoing COVID-19 pandemic is unknown at this time. The pace of recovery following such occurrences cannot be accurately predicted, nor can the impact on the Company’s business and operations.

Commercial Rental Leases

IFRS requires the Company to determine all leases are operating or finance leases. In particular tenant leases with long contractual terms where the Company is the lessor, The Company has determined that it retains all significant risks and rewards of ownership of the investment property and account for all of its leases as operating leases.

Economic Risk

The performance of real estate investments is impacted by local market conditions, which in turn can be affected by national or global economic conditions. Economic trends can also be exacerbated in smaller markets, resulting in greater risk. The Company mitigates economic risk by focusing on larger markets, maintaining tenants from various industries, and maintaining high quality properties.

Fair Value Risk

Real estate markets are in a constant state of flux and prices and values can vary in a short timeframe due to such factors as economic conditions, the general desirability of real estate investments, the number and nature of potential purchasers in the market, the availability of comparable investment opportunities, the motivation of vendors, the availability and cost of financing, etc. Changes in fair value will result in gains or losses in earnings being recorded in the financial statements, although these would be non-cash gains or losses until such time as a property is sold. Upon sale, there is a risk that the Company may realize sale proceeds of less, or even significantly less, than the fair value recorded in its real estate investments. In addition, transaction costs are not included in the fair value of investment properties which will reduce fair value gain (or increase the loss) on disposal of investment properties. Lower property value may also make refinancing of maturing mortgages more difficult, although with low leverage, this is less likely to occur.

During fiscal 2020, COVID-19 has put a downward pressure on real estate across Canada. The downward pressure resulted FV impairment of $856,709 in the current reporting period.

Property Loss Risk

The Company contracts with an insurance agency that specializes in commercial insurance. Insurance coverage is reviewed annually for each property with due consideration of various liabilities.

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 8 of 11

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Environmental Risk

Environmental liability is a risk for any owner in the real-estate industry, and primarily stems from the possibility of inheriting an existing unknown liability through the acquisition of a property or from environmental liability caused by a tenant. The Company manages the former risk by obtaining professional environmental assessments of potential acquisition properties as a condition of acquisition, which assessments, among other things, investigate the historical use and current condition of the property. The risk of potential environmental liability caused by a tenant is mitigated by screening tenants, by obliging tenants to be responsible for any environmental contamination or other issues caused by them, and by monitoring properties for any apparent environmental threats.

Outstanding Share Data

As at the date of this MD&A, the Company has:

Common shares issued and outstanding: 68,409,343

Fully diluted common share capital: 77,429,868

Stock Options

1,216,195 stock options of the Company are issued and outstanding with a weighted average exercise price of $0.20. Each stock option entitles its holder to purchase one common share of the Company with varying expiry dates up to November 16, 2025.

Warrants

7,804,330 warrants are issued and outstanding with a weighted average exercise price of $0.30. Each warrant entitles its holder to purchase one common share of the Company with varying expiry dates up to November 16, 2023. In the event the YEG Shares close at a price of equal to or greater than $0.50 per YEG Share for a period of greater than twenty (20) consecutive trading days, the Term of the Warrants shall be automatically accelerated and shortened from three (3) years to thirty (30) calendar days following the date a press release is issued by the Company announcing the reduced Term, and the issuance of the press release shall be deemed sufficient notice to all Warrant holders of the shortened Term as a result of the acceleration.

IFRS Accounting Policies

The Company's significant accounting policies under IFRS are disclosed in its December 31, 2020 annual consolidated financial statements. IFRS was adopted and implemented on financial statements since 2016.

Off- Balance Sheet Arrangements

As at April 30, 2021, the Company did not enter into any off-balance sheet arrangements.

Contingencies

As at the date of the MD&A, the Company is not aware of any contingent liabilities .

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 9 of 11

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Transactions with Related Parties

The Company’s related parties are its Board of Directors, key management personnel (Chief Executive Officer – Ben Lui (CEO) and Chief Financial Officer – Evan Chan (CFO), as well as any companies controlled by key management personnel or directors). Transactions conducted with related parties took place in the normal course of operations and are measured at the amount of consideration established and agreed to by the related parties.

Details of the related party transactions follow:

The remuneration of key management personnel and directors follows:

Share-based compensation Three months ended
December 31,
Year ended
December 31,
2020
2019
2020
2019
$
66,157
$
--$
66,157$ --

The directors and key management personnel did not receive any direct compensation from the Company. The directors and key management were issued an aggregate of 871,105 stock options for a value of $66,157 (2019 – nil) in conjunction with the reverse acquisition transaction.

Due to (from) Related Party

The balance due from related party is receivable from a company controlled by a director of the Company and relates to the private placement, is unsecured, bears no interest and has no specific terms of repayment.

During the year, the Company paid property management fees of $ 73,525 (2019 - $73,975), included in common area costs, under a property management contract to a company controlled by a director of the Company. The Company paid management fees of $ nil (2019 - $380,000) to companies controlled by the directors of the Company.

Critical Accounting Policies and Estimates

The preparation of the Company's consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes.

There is a full discussion and description of the Company's critical accounting policies and estimates and judgments used in the December 31, 2020 and 2019 annual financial statements.

The spread COVID-19 has severely impacted local economies around the globe. The World Health Organization (“WHO”) has declared the outbreak of the COVID-19 as a pandemic. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting quarantines, prohibitions on travel and closures of offices, businesses, schools, retail stores and other public venues, resulting in an economic slowdown. Global stock markets have also experienced great volatility. Governments and central banks have been responding with monetary and fiscal interventions in an effort to stabilize the economic conditions.

Management has determined that there are no adjusting subsequent events for financial reporting purposes related to COVID-19. Accordingly, the financial position and results of the operations as of the year ended December 31, 2020 have not been adjusted to reflect their impact. The extent and duration of the impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 10 of 11

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responses, are currently uncertain and it is not possible to reliably assess and predict the impact on the future financial position and operating result of the Company.

Forward Looking Information

Subsequent Events

Yorkton 108

On March 9, 2021, the Company announced its intention to acquire limited partnership units in Yorkton 108 (“LP Units”) for an approximate aggregate amount of $3,695,841 from Lui Holdings Corporation which is owned and controlled by Ben Lui, a director and officer of the Company. The Company will purchase the LP Units through the issuance of approximately 14,783,364 common shares of YEG at a deemed price of $0.25 subject to final closing adjustments, if any.

Riviera Gardens

On March 9, 2021, the Company announced its intention to acquire all the issued and outstanding common shares of 1205946 Alberta Ltd. (“Rivera Shares”) for a approximate purchase price of $4,400,000 through the issuance of approximately 17,600,000 shares at a deemed price of $0.25 subject to final closing adjustments, if any.

Langford Acquisition

On March 9, 2021, the Company announced that it had entered into a real estate purchase contract for the acquisition of property located in the City of Langford, BC. The property has an assessed value of $6,003,000 and will be funded through private placement funding and additional financing.

Kelowna Acquisition

On April 19, 2021, the Company announced that it had entered into a purchase contract for the acquisition of a townhouse complex withing the City of Kelowna, BC. The property has an assessed value of $8,900,000 and will be funded through the private placement funding and additional financing.

Private Placement

On March 9, 2021, the Company announced its intent to complete a non-brokered private placement for up to 8,000,000 units at a price of $0.25 per Unit for gross proceeds of up to $2,000,000 subject to regulatory approval as part of the capital raise for the Langford Acquisition. Each Unit will be comprised of one (1) YEG Share and one (1) warrant entitling the holder to purchase one (1) YEG Share at a price of $0.40 for a period of two (2) year from the date of closing. The private placement contains an acceleration clause whereby if the closing price of the YEG shares is equal to or exceeds $0.60 per YEG share for twenty (20) consecutive trading days, the expiry date will be accelerated to a date that is thirty (30) days after the date that written notice has been given to the warrant holder or the date that the Company has issued a press release announcing the exercise of the acceleration right. On April 27, 2021, the Company announced that it had increased the size of the non-brokered private placement to $2,400,000 or up to 9,600,000 units.

Management’s Discussion and Analysis Year ended December 31, 2020 Yorkton Equity Group Inc. Page 11 of 11