ASTAR MINERALS LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2017

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1 The effective date of this report is September 26, Management Discussion & Analysis: Management s discussion and analysis ( MD&A ) provides a detailed analysis of the results and financial condition of Astar Minerals Ltd. (the Company or Astar ) for the three months ended July 31, The following management discussion and analysis, prepared as of September 26, 2017, should be read together with the unaudited condensed interim financial statements for the three months ended July 31, 2017 with the related notes attached thereto and the audited financial statements for the year ended April 30, 2017 with the related notes attached thereto, prepared in accordance with International Financial Reporting Standards ( IFRS ). The MD&A supplements, but does not form part of the financial statements. Management is responsible for the preparation of the financial statements and the MD&A for the three months ended July 31, News releases and previous filings may be found on SEDAR at Description of Business: Astar Minerals Ltd. (the Company ) was incorporated as a private company by Certificate of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on July 19, 2011 under the name B.C. Ltd., which changed its name to Astar Minerals Ltd. on September 15, The Company s principal business activity has been the acquisition, exploration and development of mineral property interests in North America. The Company is considered to be in the exploration stage and a substantial portion of the Company s efforts were devoted to financing and developing its property interest. On July 11, 2017, the Company entered into an agreement with FinCanna Capital Corp. which upon completion will enable the Company to change its principal business activity to the seeking of investment opportunities in the medical cannabis industry (see Agreement with FinCanna Capital Corp. ) Forward Looking Statements: This Management Discussion and Analysis contains certain forward-looking statements and information relating to Astar that is based on the beliefs of the Company, or management, as well as assumptions made by and information currently available to the Company or management. When used in this document, the words anticipate, believe, estimate, expect, implied, intend and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, implied, expected or intended. In each instance,

2 forward-looking information should be considered in the light of the accompanying meaningful cautionary statements herein. Astar cautions that forward-looking statements involve risk and uncertainty. Overall Performance The Company s loss for the three months ended July 31, 2017 was $116,256 (2016: $59,484). Working capital at July 31, 2017 was $177,277 ($293,533 at April 30, 2017). Agreement with FinCanna Capital Corp. The Company and FinCanna Capital Corp. ( FinCanna ) entered into a binding agreement (the Agreement ) dated July 11, 2017 pursuant to which Astar will acquire all of the issued and outstanding common shares of FinCanna in exchange for common shares of Astar, on a one to one basis (the Transaction ). In addition, each outstanding option and warrant to acquire a FinCanna common share will become exercisable for one Astar common share. The proposed transaction will be carried out by way of a plan of arrangement, pursuant to which FinCanna will become a wholly-owned subsidiary of Astar. As a result of the Transaction, Astar, as the Resulting Issuer, will continue on with the business of FinCanna under the name FinCanna Capital Corp. Astar is a reporting issuer in the Provinces of British Columbia, Ontario and Alberta and its common shares are currently listed on the TSX Venture Exchange ( TSX-V ). As contemplated by the Agreement, FinCanna and Astar intend to apply to delist the common shares of Astar from the TSX-V and apply to the Canadian Securities Exchange ( CSE ) for the listing of the common shares of the Resulting Issuer upon the completion of the Transaction (the Listing ). FinCanna, a privately held company incorporated under the Business Corporations Act (British Columbia), is a royalty investment company for licensed medical cannabis, primarily in the U.S. with a focus on California. FinCanna, led by a team of finance and industry experts, is building its portfolio of investments in scalable, best-in-class projects. FinCanna s flagship investment is with Cultivation Technologies Inc. ( CTI ) to provide funding for its fully-entitled, large-scale indoor medical cannabis facility to be developed in Coachella, Southern California. This Coachella Campus will be a state-of-the-art facility that will include cultivation, extraction, manufacturing, testing and distribution. FinCanna has raised over C$6,500,000 to date, approximately half of which has been used to fund its investment in CTI. Andriyko Herchak, President, CEO and Director of FinCanna commented, We are very pleased to announce our RTO and flagship investment in California, the largest market in North America. We have locked-in with a best-in-class operator in California to capitalize on a generational financial opportunity. Our royalty model is a very attractive financing solution to both FinCanna and operators as we continue to expand our portfolio of investments in sizable and scalable projects. The Transaction is subject to, among other things, receipt of the requisite shareholder approvals, regulatory approvals, including approval of the TSX-V and the CSE, and additional conditions,

3 as described in the Agreement. Prior to the completion of the Transaction, Astar will call a meeting of its shareholders for the purpose of approving, among other matters, (i) the election of nominees of FinCanna to the board of directors of Astar and (ii) certain amendments to the articles of Astar. In connection with the Transaction, FinCanna received a fairness opinion from Evans & Evans with respect to the fairness, from a financial point of view, of the exchange ratio in the Transaction to the shareholders of FinCanna, other than affiliates of Astar. Evans & Evans, Inc. is a Canadian advisory firm with offices and affiliates in Canada, the U.S. and Asia that offer a range of independent and advocate services that include, Valuation and Fairness Opinions, Business Due Diligence, Business Planning and Research and Market and Competitive Research. In relation to the Transaction, FinCanna intends to undertake an equity financing (the RTO Equity Financing ) for aggregate proceeds of C$10 million. The RTO Equity Financing will be completed by way of an issuance of subscription receipts, with each subscription receipt being issued for C$0.50 entitling the holder to one FinCanna common share upon conversion in accordance with its terms. The proceeds from the sale of the subscription receipts will be placed in escrow with an escrow agent and released upon satisfaction of the release condition, which shall occur immediately prior to the closing of the Transaction. Upon closing of the Transaction, all common shares of FinCanna issued in connection with the RTO Equity Financing will automatically be exchanged for common shares of the Resulting Issuer on the same terms as the other existing FinCanna common shares. In conjunction with the RTO Equity Financing, FinCanna intends to undertake a bridge loan financing of convertible debentures (the Bridge Loan Financing ). As further consideration for participating in the Bridge Loan Financing, investors will also receive one-half of one warrant for each C$0.50 of investment. The principal amount of each convertible debenture will be convertible into a unit of FinCanna (a Unit ) consisting of one common share of FinCanna and one-half of one warrant of FinCanna (each full warrant, a Unit Warrant ) at a conversion price of C$0.50 per Unit immediately prior to the completion of the Transaction. Each Unit Warrant shall be exercisable into one common share of FinCanna at an exercise price of C$0.75 for a period of two years. The Bridge Loan Financing will be closed as soon as practicable and is viewed by FinCanna as strategic in facilitating its ability to immediately capitalize on additional investment opportunities within the cannabis sector and to close the Transaction. The net proceeds of the RTO Equity Financing and the Bridge Loan Financing may be used to provide funding to advance the development of the medical cannabis facility in Coachella as well as pursue new potential investment opportunities in the medical cannabis industry, and to fund the operations of FinCanna. Further Information A copy of the Agreement has been filed on Astar s SEDAR profile at Further details about the Transaction and the resulting issuer will be provided in an information circular and listing statement prepared and filed by Astar in respect of the Transaction.

4 Investors are cautioned that, except as disclosed in the information circular and listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Critical accounting policies and estimates The preparation of the annual financial statements in accordance with International Financial Reporting Standards requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. Adoption of New Standards and Interpretations, and Recent Accounting Pronouncements The Company has applied the amendments to IFRS s included in the Annual Improvements to IFRS s Cycle which were effective for annual periods beginning on or after January 1, The amendments did not have an impact on the Company's financial statements. The Company has not early adopted any amendment, standard or interpretation that has been issued by the IASB but is not yet effective. Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning on or after January 1, The following has not yet been adopted by the Company and is being evaluated to determine its impact: IFRS 9: New standard that replaced IAS 39 for classification and measurement, effective for annual periods beginning on or after January 1, IFRS 16: Leases - this standard specifies how an issuer will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less, or the underlying asset has an insignificant value. Lessors continue to classify leases as operating or finance, with IFRS 16 s approach to lessor accounting substantially unchanged from its predecessor, IAS 17. IFRS 16 was issued in January 2016 and applies to annual reporting periods beginning on or after January 1, Summary of Quarterly Results and Results of Operations The table below provides a summary of both property acquisition and exploration costs and of corporate expenses and is derived from unaudited quarterly financial statements prepared by management. The Company s condensed interim financial statements are prepared in accordance with IFRS applicable to interim financial statements and are expressed in Canadian dollars.

5 August 1, 2015 October 31, 2015 November 1, 2015 January 31, 2016 February 1, 2016 April 30, 2016 May 1, 2016 July 31, 2016 August 1, 2016 October 31, 2016 November 1, 2016 January 31, 2017 February 1, 2017 April 30, 2017 May 1, 2017 July 31, 2017 Loss for period General and administrative expenses Property costs $53,591 $53,591 - $54,908 $54,908 - $62,640 $62,640 - $59,484 $59,484 - $56,006 $56,006 - $58,794 $58,794 - $98,176 $98,176 - $116,256 $116,256 - Discussion of Operations for the three months ended July 31, 2017 Operating expense and comprehensive loss for the period was $116,256 ($59,484 for the comparative period ended July 31, 2016). Management fees of $30,000 were incurred in both the 2017 and 2016 three-month periods (see discussion under Related Party Transactions to follow). Legal fees increased by $25,107 during the current period compared to 2016 as the Company increased its activity in searching for new business opportunities and sources of capital. The primary transaction involved the agreement entered into with FinCanna Capital Corp. Shareholder relations expense increased by $27,564 over 2016, primarily related to the consulting agreement with Kin Communications Inc. that commenced February 1, There were no material fluctuations in the other expenses incurred between the three-month periods ended July 31, 2017 and Liquidity, Capital Resources and Capital Expenditures At July 31, 2017, the Company s working capital, defined as current assets less current liabilities, was $177,277 (April 30, 2017, $293,533). As at July 31, 2017, the Company had cash and G.S.T. receivable of $562,235 to settle current liabilities of $432,125. There was no new financing received during the three months ended July 31, 2017 and no capital expenditures during the period.

6 In order to meet its obligations as they become due, the Company will need to access further funding. The Company cannot offer any assurance that expenses will not exceed management's expectations. The Company will require additional funds to meet the requirements of any additional mineral resource or other project acquired following the termination of the Forrest Project Option Agreement and will be dependent upon its ability to secure equity and/or debt financing, the availability of which cannot be assured. The Company s working capital is held in cash in Canadian dollars, is highly liquid and is not subject to exchange rate fluctuations relative to the reporting currency. The Company has not made any commitments for capital expenditures, exploration and development expenses or mineral property option payments. The Company has not made any arrangements for sources of financing that it has not yet used. Contractual obligations The Company has no long-term debt outstanding or contractual obligations. Off-balance sheet arrangements The Company has no off-balance sheet arrangements. Related Party Transactions Related parties and related party transactions impacting the accompanying financial statements are summarized below and include transactions with the following individuals or entities: Key management personnel Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company s Board of Directors and corporate officers.

7 Remuneration attributed to key management personnel is summarized as follows: a) Pursuant to a management agreement dated June 1, 2013 (renewed on June 1, 2016) with a company (Sotet Capital Limited) controlled by the President of the Company (Stephen Stanley), the Company is to pay management fees of $5,000 per month for a three-year term commencing June 1, During the three months ended July 31, 2017, the Company paid or accrued $15,000 (2016: $15,000) for management fees to this company. Management fees of $170,100 were payable at July 31, 2017; $154,350 at April 30, b) Pursuant to a management agreement dated December 1, 2013 (renewed on December 1, 2016) with a company (Hermes Management Limited) controlled by a director of the Company (Matthew Mason), the Company is to pay management fees of $5,000 per month for a three-year term commencing December 1, During the three months ended July 31, 2017, the Company paid or accrued $15,000 (2016: $15,000) for management fees to this company. Management fees of $170,100 were payable at July 31, 2017; $154,350 at April 30, c) An officer of the Company (Abdul Allibhai, CPA, CA) received $11,000 ( $9,300) for professional accounting services. Other related party transactions which are not considered to be remuneration to key management personnel, are as follows: a) The Company reimbursed Hermes Management Limited $14,848 ( $14,776) for rent and utilities it incurred to provide facilities to the Company. Rent and utilities of $46,772 was payable as at July 31, 2017 (April 30, $31,182) and is included in accounts payable and accrued liabilities. b) Legal fees of $25,107 were paid or accrued to a law firm where an officer of the Company is a partner ( $nil).

8 Financial instruments The Company s financial instruments consist of cash, receivables, accounts payable and accrued liabilities. Unless otherwise noted, it is management s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted, due to their demand nature and their short term to maturity. Financial risk factors The Company s risk exposures and the impact on the Company s financial statements are summarized below. Credit risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with major financial institutions. Interest rate risk The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institutions is subject to floating rate of interest. The interest rate risks on cash and on the Company s obligations are not considered significant. Liquidity risk The Company s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at July 31, 2017, the Company had cash and GST receivable of $562,235 to settle current liabilities of $432,125. In order to meet its obligations as they become due, the Company will need to access funding from the issuance of equity securities, the exercise of stock options or through other sources. The Company s access to financing is uncertain and there is no assurance of continued access to equity funding. Foreign currency risk The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and accounts payable and accrued liabilities that are denominated in a foreign currency. As at July 31, 2017 the Company did not have any accounts in foreign currencies and considers foreign currency risk insignificant

9 Price risk The Company has limited exposure to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. Additional disclosure for Venture Issuers without Significant Revenue Significant components of general and administrative expenses are shown separately on the Condensed Interim Statements of Operations and Comprehensive Loss, which forms part of the condensed interim financial statements for the three months ended July 31, Outstanding share information at July 31, 2017 and September 26, 2017 Authorized Capital Unlimited common shares without par value. Issued and Outstanding Capital 20,255,334 common shares are issued and outstanding. Stock Options and Warrants Outstanding During the year ended April 30, 2013, the Company granted 1,340,000 stock options to directors and officers, exercisable at a price of $0.15 per option for a period of 5 years from the date that the Company s common shares are listed for trading on the TSX Venture Exchange (to May 17, 2018). As at July 31, 2017 and September 26, 2017 a total of 1,340,000 stock options were outstanding and exercisable. At July 31, 2017 and September 26, 2017 the Company had 3,427,666 share purchase warrants outstanding until January 4, 2020 for the purchase of common shares at $0.30 per share. Finder s warrants to purchase up to 498,667 shares at a price of $0.20 per share were outstanding until January 4, The warrants are pursuant to the non-brokered private placement financing that closed on January 4, 2017.