BLOCKCHAINK2 : FORMERLY AFRICA HYDROCARBONS INC.) MANAGEMENTS DISCUSSION AND ANALYSIS FORM 51-102F1 FOR THE PERIOD ENDED JUNE 30, 2022 August 29, 2022

BLOCKCHAINK2 CORP.

(FORMERLY AFRICA HYDROCARBONS INC.)

MANAGEMENT'S DISCUSSION AND ANALYSIS

FORM 51-102F1

FOR THE PERIOD ENDED JUNE 30, 2022

August 29, 2022

Management's Discussion and Analysis ("MD&A") should be read in conjunction with the interim consolidated financial statements for the period ended June 30, 2022 and the audited consolidated financial statements for the year ended September 30, 2021. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS").

The Corporation is an early stage technology company. The Corporation has limited financial resources, and there is no assurance that additional funding will be available to the Corporation to carry out the completion of all proposed activities. Although the Corporation has not yet obtain financing through the sale of equity securities, there can be no assurance that the Corporation will be able to obtain adequate financing in the future or that the terms of such financing will be favorable.

DESCRIPTION OF BUSINESS

The principal business of the Corporation was to explore natural resource properties. In early 2016, the Corporation ceased to operate in the resource sector and on November 23, 2017 it was announced that it is management's intention to complete a "Change of Business" transaction ("COB Transaction") pursuant to the polices of the TSX Venture Exchange, with the result that the Corporation will become a blockchain technology company, listed on the Exchange. On May 28, 2018, the Corporation completed its COB transaction and changed its name to BlockchainK2 Corp. and its stock symbol to BITK.

Following closing of the COB transaction, the Corporation's outstanding subscription receipts issued upon closing of the Corporation's concurrent non-brokered and brokered private placement financings, as described in the Corporation's news releases dated January 19, 2018 and April 4, 2018, automatically converted into an aggregate of 3,335,334 common shares in the capital of the Corporation and 1,667,667 common share purchase warrants. Each warrant entitles the holder to purchase one common share of the Corporation at an exercise price of $2.00 per common share for 12 months from the date of issuance.

Aggregate proceeds of $4,169,168, which had been held in escrow in accordance with the terms of the subscription receipts, have been released to the Corporation.

The Corporation is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, PEI and Newfoundland and its shares are listed on the TSX Venture Exchange ("TSXV") under the symbol NFK. The Corporation was transferred to the NEX board in July 2015. On May 28, 2018, in connection with the closing of the COB transaction and the Corporation's name change, the Corporation changed its stock symbol to BITK.

The Corporation is currently operating as a holding company investing in blockchain technology solutions for capital markets and other sectors that can be made more efficient through tokenization. To date, the Corporation has invested in four separate ventures: 1. Amplify Games Inc. ("Amplify"); 2. iRecover Inc. ("iRecover"); 3. RealBlocks (Envexergy); and a note receivable. The Corporation also holds a 51% interest in Sobe Organics Inc. ("Sobe Organics"). Sobe Organics is an omni-channel platform that distributes a broad line of CBD infused products. It owns the CBD indie beauty brand, Lux Beauty Club, which sells online to subscription box retailers, distributors, specialty chains, and private label businesses.

Effective August 3, 2018, the Corporation began trading on the U.S. OTC Market under the symbol BIDCF.

Effective February 19, 2021, the Corporation began trading on the Frankfurt Stock Exchange under the symbol KRL2.

In March 2020, the Corporation acquired 51% of all the issued and outstanding shares of Sobe Organics for a cash investment of $335,525 (US$ 250,000). The transaction was accounted for as a business combination under IFRS 3, Business Combinations.

On February 23, 2021, the Corporation incorporated a wholly owned subsidiary, iRecover, a company that offers online substance abuse education and support for middle, high school and college students.

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On March 1, 2021, the Corporation launched Amplify. Amplify utilizes blockchain technology to create a decentralized distribution network for digital games.

In October 2021, Amplify, the Corporation's subsidiary, entered into an asset purchase agreement with Leaptrade LLC. ("Leaptrade"), a gaming marketplace, pursuant to which Amplify acquired certain assets, for $21,000.

The address of the Corporation's main office is 400 - 837 West Hastings Street, Vancouver, BC V6C3N6.

INVESTMENT IN ENVEXERGY INC.

Balance, September 30, 2020	$	1,032,637
Addition		265,840
Change in fair value		(75,341)
Balance, September 30, 2021 and June 30, 2022	$	1,223,136

In October 2020, the Corporation invested $265,840 (US$200,000) to Envexergy as part of Envexergy's US$7 million Series A round of financing. The Corporation's investment allows it to maintain its pro rate share of Envexergy and adds to its previous $654,350 (US$500,000) investment in Envexergy, which was completed in July of 2019 as part of a US$3.1-million seed round of financing by Envexergy.

As at September 30, 2021 and June 30, 2022, the fair value of the investment (223,580 shares of Envexergy) was calculated to be $1,223,136 (US$960,000), applying the market approach of valuation. The Corporation estimated the fair value of Envexergy, as a going concern, mainly on the basis of observable arm's length transactions in Envexergy's shares between its shareholders. Accordingly, the Corporation considered the implied fair value for the shares to be equivalent to the price of the most recent Series A Preferred financing of $4.171 per share.

REFERRAL BUSINESS AGREEMENT WITH STANDARD POWER

On July 15, 2019, the Corporation entered into a business referral agreement with Standard Power wherein the Corporation, having connection with and to third-party entities in the business of mining bitcoin and other cryptocurrencies ("Referral Businesses"), agrees to refer Referral Businesses to Standard Power.

The Corporation shall be compensated for any qualified referral by the payment to it by Standard Power in an amount equal to 5% of the qualifying net profits generated during the preceding calendar month from any bitcoin or other cryptocurrency miners hosted by Standard Power. As at June 30, 2022, the Corporation referred no Referral Businesses to Standard Power yet.

SALE, ASSUMPTION AND ASSIGNMENT AGREEMENT WITH STANDARD POWER

On July 22, 2019, the Corporation entered into a sale, assumption and assignment agreement and income promissory note with respect to its S9J Miners.

Pursuant to the agreement, the Corporation was issued an income promissory note as sole and total consideration for the sale of the Corporation's S9J Miners.

The fair market value of the equipment was determined to be US$400,000 (CAD$524,120), represented by the promissory note for which the payment would be based upon the actual future cash flows derived from the equipment. The terms of the note state that it may be prepaid in full or in part at any time and from time to time. Interest is accrued at a rate of 10% per annum and is payable annually. The note shall expire on July 21, 2029. If the full payment cannot be made, within 5 days after the end of each calendar month, 50% of all net profits derived from the S9J Miners shall be paid to the Corporation.

This sale transaction resulted a loss of $80,226.

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As at September 30, 2019, the fair value of the promissory note was calculated at $50,865. The fair value of the promissory note was based on expected cash flows from the S9J Miners. Expected cash flows has been calculated by extrapolating the net profits generated over the first three months use over the expected useful life of the S9J Miners. Expected cash flows were discounted by 15% per annum. The expected remaining useful life of the S9J Miners was estimated to be 2.67 years.

As at September 30, 2020, the fair value of the promissory note was calculated to be $46,033. The fair value of the promissory note has been based on expected cash flows from the S9J Miners. Expected cash flows has been calculated by extrapolating the net profits generated over the first 16 months use over the expected useful life of the S9J Miners. Expected cash flows were discounted by 15% per annum. The expected remaining useful life of the S9J Miners was estimated to be 1.67 years.

In April 2021, the Corporation provided an operational update to its existing profit-sharing partnership with Standard Power. The operations have been profitable producing bitcoin with the company's original generation Bitmain S9 miners since the beginning of operation in July 2019.

Located in Coshocton, Ohio, Standard Power has existing hosting capacity that allows for 56 megawatts of power use of operations. The company also has secured a 40-acre site in nearby Conesville, Ohio, with plans to add an additional 160 acres there. This would provide hosting capacity to accommodate cryptocurrency miners with up to 1,000 megawatts of power use at Standard Power's below-market pricing.

During September 30, 2021, the fair value of the promissory note was calculated to be $41,264. The fair value of the promissory note has been based on expected cash flows from the S9J Miners. Expected cash flows has been calculated by extrapolating the net profits generated over the first 27 months use over the expected useful life of the S9J Miners. The expected remaining useful life of the S9J Miners was estimated to be 0.67 year.

As at June 30, 2022 the fair value of the promissory note was calculated to be $31,912. The fair value of the promissory note has been based on expected cash flows from the S9J Miners. Expected cash flows has been calculated by extrapolating the net profits generated over the first 32 months use over the expected useful life of the S9J Miners. The expected remaining useful life of the S9J Miners was estimated to be 0.50 year.

		Note receivable
Balance, September 30, 2020	$	46,033
Collection		(79,830)
Change in fair value		75,061
Balance, September 30, 2021		41,264
Collection		(51,624)
Change in fair value		42,272
Balance, June 30, 2022	$	31,912

ACQUISITION OF SOBE ORGANICS

In March 2020, the Corporation acquired 51% of all the issued and outstanding shares of Sobe Organics for a cash investment of $335,525 (US$ 250,000). The transaction was accounted for as a business combination under IFRS 3, Business Combinations. At the date of acquisition, the Corporation determined the fair value of the net identified net assets of Sobe Organics and recognized goodwill of $215,464, which was written- off during the year ended September 30, 2021.

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The fair value of the total consideration has been allocated as below:

Cash consideration	$	335,525
Identified fair value of net assets:
Cash	$	302,281
Inventory		6,799
Trade and other payables		(47,394)
Loan payable		(26,273)
Total net assets		235,413
Percentage acquired		51%
Net assets acquired		120,061
Non-controlling interest		115,352
Goodwill	$	215,464

The Company wrote off the goodwill of $215,464 as at September 30, 2021.

During the nine months ended June 30, 2022, Sobe Organics contributed net loss of $149,109 (2021 - $84,665) to the Corporation's consolidated results.

Sobe Organics is a private beauty, health and wellness company that sells health and beauty products nationwide in the United States independent stores, including resorts, spas, pharmacies, salons, hotel chains, and department stores.

AMPLIFY GAMES

On March 1, 2021, the Corporation launched Amplify Games Inc. ("Amplify Games"). Amplify Games utilizes blockchain technology to create a decentralized distribution network for digital games.

On March 4, 2021, Amplify Games announced alliance with Se7enSins gaming community which will be part of the first gaming sites to launch on the Amplify storefront. Se7enSins will receive a portion of every sale made on its white-labelled Amplify storefront, greatly increasing their potential revenue from their site.

On March 8, 2021, Amplify Games announced alliance with Leaptrade Marketplace ("Leaptrade"). Leaptrade will bring a robust marketplace to the Amplify network that allows its members to buy and sell everything from retro physical game disc/cartridges to digital game keys and non-fungible tokens (NFTs).

On March 11, 2021, Amplify Games joined the largest association of companies promoting blockchain and non-fungible tokens within the gaming industry; the BGA or Blockchain Game Alliance. Amplify Games' inclusion into the BGA will enable new partnerships with blockchain technologies companies and inclusion of new game titles on the Amplify platform through relationships with game studio members.

On March 15, 2021, Amplify Games joined as a partner in the largest association of game developers in the gaming industry, the International Game Developers Association (IGDA). Amplify Games' inclusion into the IGDA, participating with other IGDA partners and exposure to its 30,000 members will accelerate adoption of the Amplify platform in the indie gaming market, helping game developers reach the next level of success for their games and careers.

On May 17, 2021, Amplify Games announced that Teravision Games joined the Amplify alliance to provide vital developer guidance as Amplify continues to build its coming gaming technology platform.

On June 1, 2021, Amplify Games has officially partnered with The Amplifier Group, a strategic communications consultancy focused exclusively on interactive entertainment.

On June 7, 2021, Amplify Games welcomed Santiago Zapata (aka slashie), a games industry veteran developer and leader for the roguelike community, to its industry alliance.

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