Carlaw Capital V Corp. Management s Discussion and Analysis For the years ended December 31, 2017 and 2016

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1 The dating of this version of the management s discussion and analysis has been updated to April 3, 2018 from December 31, 2017 to correspond with the date of the auditors report on the annual financial statements. There have been no other changes to the previous document.

2 FORM F1 Carlaw Capital V Corp. The following management s discussion and analysis ( MD&A ) should be read with the Corporation s condensed financial statements and notes thereto for the year ended December 31, Additional information relating to the Corporation is available on SEDAR at This MD&A was prepared by management of Carlaw Capital V Corp. (the Corporation ), and is dated April 3, All amounts are in Canadian dollars unless otherwise stated. Forward-Looking Statements Certain statements contained in this document constitute forward-looking statements. When used in this document, the words may, would, could, will, intend, plan, propose, anticipate or believe, are intended to identify forward-looking statements. Such statements reflect the Corporation s forecasts, estimates and expectations, as they relate to the Corporation s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Corporation s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Corporation does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless otherwise required by applicable law. Description of the Business The Corporation was incorporated under the Business Corporations Act (Ontario) on June 6, 2014 with the intent of being classified as a Capital Pool Company ( CPC ) as defined in Policy 2.4 of the TSX Venture Exchange (the Exchange ). On February 5, 2015, the Corporation completed an initial public offering of 2,000,000 common shares at $0.20 per share for gross proceeds of $400,000. The Corporation s common shares were listed and posted for trading on the Exchange on February 5, 2015 under the stock symbol CVC.P. The Corporation s business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction as defined in the policies of the Exchange. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a non-arm s length Qualifying Transaction is also subject to majority of the minority approval in accordance with Policy 2.4 of the Exchange. To date, the Corporation has not conducted commercial operations. While the Corporation has examined, and continues to examine, various businesses with a view to completing a Qualifying Transaction, the Corporation is not specifically considering pursuing a company, asset or business in any specific business or industry sector, or in any particular geographical area, and the Corporation anticipates reviewing companies, assets and businesses in a broad range of industry sectors and geographical areas. Until completion of a Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a potential Qualifying Transaction. With the consent of the Exchange, this may include the raising 2

3 of additional funds in order to finance an acquisition. Except as described in the Corporation s final CPC prospectus dated November 12, 2014, the funds raised pursuant to the Corporation s initial public offering and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions and not for any deposit, loan or direct investment in a potential acquisition. The directors of the Corporation have approved a stock option plan (the Plan ) for the directors, officers, employees and consultants of the Corporation. The outstanding options granted under the Plan are exercisable for a period of up to 10 years from the date of grant. The exercise price of the options shall be determined by the board at the time of grant. The aggregate number of shares issuable upon the exercise of all options granted under the plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. The number of common shares reserved for issuance to (a) any individual director or officer will not exceed 5% of the issued and outstanding common shares, and (b) all technical consultants will not exceed 2% of the issued and outstanding common shares. On February 5, 2015, the Corporation granted 320,000 options to purchase common shares to directors and officers and also granted 40,000 options to an eligible charitable organization, at an exercise price of $0.20 per share, vesting immediately and exercisable for a period of 10- years from the date of grant. On February 5, 2015, the Corporation also granted options (the Agent s Options ) to its agent in connection with the initial public offering to purchase up to 200,000 common shares at $0.20 per share, exercisable for a period of 24 months from the date of listing of the common shares on the Exchange. Selected Financial Information The following selected financial data is derived from the financial statements of the Corporation prepared in accordance with International Financial Reporting Standards: Selected Statements of Financial Position Data As at December 31, 2017 As at December 31, 2016 $ $ Net working capital 213, ,981 Total current assets 234, ,384 Total current liabilities 21,581 21,403 Total shareholders equity 213, ,981 Liquidity, Capital Resources, and Outlook As at December 31, 2017, the Corporation had net working capital of $213,099. This is comprised of $234,680 in cash and cash equivalents, less liabilities of $21,581. Working capital decreased over the prior year due to a decrease in cash and cash equivalents, which were used to settle outstanding bills, and pay for expenses. 3

4 Selected Statements of Operations and Comprehensive Loss Data Fiscal year ended December 31, 2017 Fiscal year ended December 31, 2016 $ $ Income Nil Nil Expenses 102, ,821 Net loss 102, ,821 Net loss per share (basic and diluted) (0.03) (0.03) Quarterly Information Discussion of Operations and Quarterly Comparison Net loss for the quarter December September June March December September June March 31, , , , , , , ,2016 $ $ $ $ $ $ $ $ 30,414 13,729 32,056 26,682 30,618 20,912 36,092 15,199 Weighted average number of shares 4,031,726 4,142,271 4,123,094 4,065,555 4,000,000 4,000,000 4,000,000 4,000,000 Net loss per share for each quarter (basic and diluted) (0.01) 0.00 (0.01) (0.01) (0.01) (0.01) (0.01) 0.00 The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition. During the year ended December 31, 2017, the Corporation recorded a net loss of $102,882 (December 31, 2016: $102,821) consisting of no sources of income and $102,882 in expenses. This is a similar expense outlay to the prior year, as the expense s stayed relatively similar during the 2017 year. For the year ended December 31, 2017, the number of issued and outstanding common shares is 3,180,000. 4

5 Additional Disclosure The following table sets forth a breakdown of material components of expenses of the Corporation for the period ended December 31, 2017: Fiscal year ended December 31, 2017 Fiscal year ended December 31, 2016 $ $ Professional fees 46,745 43,297 General and administrative expenses 56,137 59, , ,821 Off-Balance Sheet Arrangements There are no off-balance sheet arrangements as at December 31, Transactions with Related Parties During the year ended December 31, 2017, the Corporation incurred $35,731 ( $27,873) in legal fees in respect of general corporate matters for services provided by a law firm whose partner is a director of the Corporation. As at December 31, 2017, $11,685 ( $3,737) is included in trade and other payables for these services. No remuneration was paid to key management personnel during the year-ended December 31, During the year-ended December 31, 2017, a director of the Corporation incurred $33,557 ( $36,567) as expenses. These expenses were incurred on behalf of the Corporation in the normal course of business. As at December 31, 2017, $2,066 ( $5,801) is included in the accounts payable for these expenses incurred. Critical Accounting Estimates and Policies The Corporation s significant accounting policies and the adoption of new accounting policies are disclosed in the notes to the financial statements for the year ended December 31, Financial Instruments and Other Instruments The Corporation s financial instruments consist of cash and cash equivalents, other receivables, trade and other payables. It is management s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair value of these financial instruments approximates their carrying values. 5

6 Disclosure of Outstanding Share Data As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Corporation: On February 4, 2017, the Corporation issued 180,000 common shares pursuant to the exercise of 180,000 Agent s Options for $36,000. The remaining 20,000 Agent s Options expired on February 6, On November 14, 2017, 1,000,000 seed shares held by Non-Arm s Length Parties were cancelled. See Other Information Transfer to NEX. Authorized Outstanding Voting or equity securities issued and outstanding Securities convertible or exercisable into voting or equity securities stock options Unlimited common shares Directors and officers stock options to acquire up to 10% of the outstanding common shares Charitable stock options to acquire up to 1% of the outstanding common shares on closing of the initial public offering 3,180,000 common shares Directors and officers stock options to acquire up to 320,000 common shares at $0.20 per share Charitable stock options to acquire up to 40,000 common shares at $0.20 per share Securities convertible or exercisable into voting or equity securities warrants Voting or equity securities issuable on conversion or exchange of outstanding securities (none) (none) (none) (none) Risks and Uncertainties The Corporation has a limited history of existence. There can be no assurance that a Qualifying Transaction will be completed. Equity or debt financing may be required to complete a Qualifying Transaction. There can be no assurance that the Corporation will be able to obtain adequate financing to continue. The securities of the Corporation should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Corporation's securities: until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions; 6

7 7 Carlaw Capital V Corp. the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction; even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction; the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation; there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell the common shares; and upon public announcement of a proposed Qualifying Transaction, trading in the common shares will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained (if required) and certain preliminary reviews have been conducted. Disclosure Controls and Procedures Management has designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Corporation is made known to the Chief Executive Officer and the Chief Financial Officer by others within the Corporation, in an accurate and timely manner in order for the Corporation to comply with its continuous disclosure and financial reporting obligations and in order to safeguard assets. Other Information Transfer to NEX On February 7, 2017, the Exchange extended the deadline for the Corporation to complete its Qualifying Transaction from February 6, 2017 to May 9, On April 7, 2017, the Corporation received conditional approval from the Exchange to extend the deadline for the Corporation to complete a Qualifying Transaction from May 9, 2017 to November 9, 2017, subject to receiving requisite shareholder approval. On November 14, 2017, the common shares of the Corporation were suspended from trading on the Exchange for failure to complete a Qualifying Transaction within 24 months from the date of its listing on the Exchange pursuant to Policy 2.4. The Exchange gave the Corporation until November 9, 2017 (90 days) to complete a Qualifying Transaction or receive the necessary shareholder approvals to transfer to the NEX trading board of the Exchange. On November 14, 2017, the Corporation received shareholder approval to (i) cancel one-half of its 1,000,000 seed shares purchased by Non-Arm s Length Parties (as such term is defined by the Exchange), and (ii) apply to transfer the listing of the Corporation s common shares from the Exchange to the NEX trading board of the Exchange. On November 14, 2017, 1,000,000 seed shares held by Non-Arm s Length Parties were cancelled and on November 14, 2017, the Corporation s listing was transferred to the NEX trading board of the Exchange, and the Corporation's stock symbol

8 changed from CVC to CVC.H. The Corporation will continue to actively seek out opportunities to complete a Qualifying Transaction in the best interests of all shareholders. There is no assurance that the Corporation will be successful in completing a Qualifying Transaction. The Corporation had issued 2,000,000 seed shares which are subject to a CPC Escrow Agreement. As of November 14, 2017, 1,000,000 seed shares are remaining. Under the CPC Escrow Agreement, 10% of the escrowed common shares will be released from escrow upon the issuance of the Final Exchange Bulletin (the "Initial Release") by the Corporation and an additional 15% will be released on the dates 6 months, 12 months, 18 months, 24 months, 30 months and 36 months following the Initial Release. However, the release of the escrowed shares will be accelerated if the Corporation meets the Exchange Tier 1 initial listing requirements. Qualifying Transaction with Natural MedCo On December 18, 2017 the Corporation announced that it had entered into a definitive agreement (the Definitive Agreement ) with Ontario Inc. (operating as Natural MedCo) pursuant to which it would acquire all of the issued and outstanding common shares of Natural MedCo. The proposed transaction is expected to constitute the Corporation s Qualifying Transaction. In connection with the transaction contemplated by the Definitive Agreement, the Corporation also intends to split the issued and outstanding Common Shares on the basis of two Common Shares, or such other ratio as approved by the board of directors of the Corporation, for every one outstanding Common Share outstanding. Additional information about the Corporation is available on SEDAR at 8