Genix Pharmaceuticals : MD&A ending April 30, 2022

GENIX PHARMACEUTICALS CORPORATION

Management's Discussion and Analysis

For the Six Months ended April 30, 2022

GENIX PHARMACEUTICALS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED APRIL 30, 2022

GENERAL

The purpose of this Management Discussion and Analysis ("MD&A") is to explain management's point of view regarding the past performance and future outlook of Genix Pharmaceuticals Corporation ("Genix"). This report also provides information to improve the reader's understanding of the financial statements and related notes as well as important trends and risks affecting Genix's financial performance and should therefore be read in conjunction with Genix's condensed interim financial statements and notes for the six months ended April 30, 2022 (the "Financial Statements").

All information contained in this MD&A is current as of June 28, 2022 unless otherwise stated.

All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS") and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.

Additional information on Genix is available on SEDAR at www.sedar.comand at Genix's website,

www.genixpharm.com.

OVERVIEW

Genix Pharmaceuticals Corporation (the "Company" or "Genix") was incorporated under the Alberta Business Corporations Act on July 12, 1993 and is currently a publicly traded company listed on the TSX Venture Exchange under the symbol "GENX". The Company is an innovative Canadian life sciences company focused on the research, development, manufacture, licensing and sales of novel and innovative healthcare products, particularly proprietary over the counter ("OTC") nutraceuticals and generic pharmaceuticals that have been shown to deliver consistent and verifiable results in various therapeutic areas.

The Company's registered office, principal address and registered and records office is 10022 - 102 Avenue, Grand Prairie, Alberta, T8V 0Z7. The Company's corporate office is 300 - 1055 West Hastings Street, Vancouver, BC V6E 2E9.

HIGHLIGHTS

1. The Company incurred a net loss of $566,013 for the six months ended April 30, 2022
2. Two directors loaned $50,000 to the Company to fund ongoing working capital requirements. The same directors also loaned an additional $92,425 in May 2022.

DESCRIPTION OF BUSINESS

Since its inception the Company has been involved in the manufacturing and marketing of both nutraceutical and pharmaceutical products. From 1996 until 2012, the Company's primary product was HEPATICO, an over the counter (OTC) pharmaceutical product with a Drug Identification Number (DIN) issued by Health Canada for the treatment of Hepatitis C. More recently, the Company has been marketing and selling other nutraceuticals and some pharmaceutical products, such as bee propolis capsules, calcium liquid softgels, seal oil softgels, marine lipid softgels, Lecithin softgels, fish oil softgels, EPO softgels and spirulina powder.

The Company intends to continue developing and licensing novel and innovative products for sales through traditional retail outlets and well as direct to consumers and e-commerce platforms, in keeping with the evolving nature of the health care industry towards Integrative Medicine and Health ("IMH") and Complementary and Alternative Medicine ("CAM"). Management believes this convergence is based on certain new trends in the market and the increased willingness of people to try non-traditional "medications" to heal themselves. Products will be sold in Canada, USA, China, S.E. Asia, UK and other selected countries.

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GENIX PHARMACEUTICALS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED APRIL 30, 2022

Accordingly, the Company shall continue to explore acquisitions and/or in-licensing agreements with various life science companies for novel nutraceutical/pharmaceutical products which fit into the Company's IMH and CAM objectives.

The Company's continuing operations are dependent upon its ability to raise capital and generate cash flows. At April 30, 2022, the Company had a working capital deficiency of $663,860 (October 31, 2021 - deficiency of $556,257), had not generated sufficient revenues to cover expenses and had an accumulated deficit of $7,227,144 (October 31, 2021 - $6,661,131). These financial statements for the period ended April 30, 2022 do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue in existence. The continuation of the Company as a going concern is dependent on generating future cash flows and obtaining necessary financing to fund ongoing operations.

In March 2020, the World Health Organization recognized the outbreak of COVID-19 as a global pandemic. The COVID-19 pandemic and government actions implemented to contain the further spread of COVID-19 have severely restricted economic activity around the world. These factors indicate the existence of material uncertainties which may cast significant doubt upon the Company's ability to continue as a going concern.

The Company has entered into acquisition and licensing agreements for the following:

1. 30 Ophthalmic drugs
2. Sucanon®
3. Rechlor
4. Flu-X®
5. Levothyroxine sodium (generic version of Synthroid®)

30 Ophthalmic Drugs

Pursuant to an agreement dated September 19, 2019 and executed October 9, 2019, with Canagen Pharmaceuticals Inc. ("Canagen") the Company acquired thirty (30) World Health Organization approved generic prescription ophthalmic drugs and their Common Technical Document Dossiers together with concomitant global sales and marketing rights (excluding India) to such products. The consideration for this acquisition was the issuance of 15,000,000 common shares in the capital of the Company at a deemed value of $0.30 per share for a total value of $4,535,000 (the "Transaction"). Under the terms of the Agreement, Canagen has the right to have the shares issued directly to its shareholders and to third parties designated by Canagen, and it will not become the registered or beneficial owner of shares representing 19.9% or more of the outstanding capital of Genix post Transaction. Having received final acceptance to the Acquisition from the TSX Venture Exchange ("TSXV"), the Company issued 15,000,000 common shares to the shareholders of Canagen on February 11, 2020 to complete the acquisition.

Prior to being able to market, sell and distribute the Ophthalmic Drugs, the Company is required to review and reformat the Product Dossiers for each generic drug. The Company would then prepare and submit Abbreviated New Drug Submissions ("ANDS") to Health Canada for their respective generic drug approvals by Health Canada. Regulatory approval from Heath Canada is evidenced by the issuance of Drug Identification Numbers ("DIN's") for each Ophthalmic drug. The Company understands that the approval process is currently taking additional time due to the global pandemic and thus the Company does not expect to derive significant revenue from the sale of the Ophthalmic Drugs until 2022.

ANDS is an application to Health Canada to obtain marketing approval of a generic product. It provides information to the government agency pertaining to the drug's safety, effectiveness and quality when comparing to the brand-name product.

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GENIX PHARMACEUTICALS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED APRIL 30, 2022

Genix has commissioned an agency to review and format and file its' ophthalmic drug dossiers in accordance with the requirements for Health Canada. Upon approval from Health Canada, Genix will begin selling and marketing the ophthalmic generic drugs to doctors and pharmacies throughout Canada.

Sucanon® and Rechlor (Renochlor®)

On January 10, 2020 the Company entered into an acquisition agreement with Canagen Pharmaceuticals Inc. ("Canagen"), under which the Company agreed to purchase sole and exclusive distribution, sales and marketing rights and interest for Canada, (excluding intellectual property rights) for an initial term of ten years for two novel nutraceutical products under the brand names Sucanon® and Renochlor®.

Sucanon® is a first in class, all natural, oral supplement that acts as an insulin sensitizer that has been clinically proven to reduce blood sugar levels in Non-Insulin Dependent Diabetic (NIDD) patients. Rechlor is a patented, clinically proven dietary supplement providing antioxidants that help fight and protect against oxidative damage to cells and organs by free radicals. The ingredients of Sodium Copper Chlorophyllin help to support kidney functions as well as overall health.The Company has received Health Canada registration approval and has been issued a Natural Product Number (NPN) for Renochlor® and will be renamed "Rechlor" for the purpose of sales in the Canada and other select countries. The NPN for Rechlor issued to Genix is 80112398 which has been approved for distribution to patients, naturopathic doctors and pharmacies throughout Canada.

Genix agreed to pay Canagen $100,000 for the Sucanon® rights and $250,000 for the Rechlor rights, for a total of $350,000 to be paid in tranches as follows:

SUCANON®

		Amount	Due Date	Status
Principal payment	$	25,000	July 22, 2020	Paid
2nd payment		35,000	October 31, 2022	Outstanding
3rd payment		40,000	October 31, 2022	Outstanding
Total purchase price	$	100,000
RECHLOR
		Amount	Due Date	Status
Principal payment	$	62,500	July 22, 2020	Paid
2nd payment		87,500	October 31, 2022	Outstanding
3rd payment		100,000	October 31, 2022	Outstanding
Total purchase price	$	250,000

The second payment due for both Sucanon® and Rechlor were extended to the earlier of October 31, 2022 or the completion of a private placement as agreed to by both parties in writing.

If Genix fails to make the 2nd or 3rd payments of the Purchase Price for a period of longer than three (3) months from the due dates, all rights, including all Natural Product Numbers ("NPNs") issued to Genix by Health Canada or granted to Genix by Canagen shall be immediately transferred and assigned to Canagen. Both Sucanon® and Rechlor have a Health Canada issued NPN and can be marketed and sold by the Company immediately.

Flu-X®

On March 24, 2020 the Company entered into an agreement, with Canagen to purchase the sole and exclusive global distribution, sales and marketing rights and interest for Flu-X®, a novel and proprietary, anti-viral,anti-flu and common colds coronavirus oral and spray herbal product. Genix acquired the Global Rights for a term of ten years, extendable by mutual agreement, by making cash payments to Canagen totaling $100,000, comprising $25,000 paid within four months of closing, and $75,000 within the first anniversary thereafter. Canagen has been paid the first installment of $25,000. The second installment of $75,000 was originally due on September 21, 2021. This payment deadline has been extended to the earlier of October 31, 2022 or completion of a private placement as agreed to in writing by both parties.

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GENIX PHARMACEUTICALS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED APRIL 30, 2022

Levothyroxine Sodium

On March 26, 2021, the Company entered into an exclusive Canadian licensing and supply agreement with Acme Generics LLP ("ACME") for the manufacture, sale, marketing and distribution of Canada's first available generic version of Synthroid® (Levothyroxine Sodium), Genix will pay ACME a total licensing fee of US $350,000 for the exclusive Canadian rights which includes eleven dosages of Levothyroxine sodium. ACME will assist GENIX and its regulatory consultants to file ANDS's with Health Canada to obtain regulatory approvals for legal sale of the drugs in Canada.

The first payment of $108,360 (US $87,500) was paid upon signing the agreement. The second payment of $108,360 (US $87,500) is payable upon completion of the satisfactory review and GAP analysis of the drug dossier by GENIX's regulatory consultants and the consultants' written positive opinion of the dossier being acceptable by Health Canada. 50% of the second payment has been paid. The third payment of $216,720 (US $175,000) is payable upon Health Canada's approval and issuance of the Notice of Compliance (NOC), Marketing Authorization for Canada and Health Canada's issuance of Drug Identification Numbers (DINs) for the products. The initial term of the Agreement is for an eight year period from the date of product approval by Health Canada, which is expected to take between 18-24 months, and will renew automatically for two year terms thereafter.

OVERALL PERFORMANCE

Net loss for the period ended April 30, 2022 was $566,013 compared to a net loss of $795,508 in the comparative period ended April 30, 2021. The net loss experienced in the current period is the result of mostly operating expenses such as amortization, consulting and management fees and stock based compensation.

Genix had a net decrease in cash during the period ended April 30, 2022 of $130,827 whereas in the comparative period ended April 30, 2021, Genix experienced a net decrease in cash of $447,239.

SUMMARY OF QUARTERLY RESULTS

The following selected quarterly financial information is derived from the condensed interim financial statements of Genix:

		Apr 30, 2022		Jan 31, 2022		Oct 31, 2021		July 31, 2021
Total sales	$	-	$	-	$	-	$	-
Gross profit		-		-		-		-
Operating expenses		224,469		329,526		369,255		484,310
Net income (loss)		(227,517)		(338,496)		(367,223)		(488,451)
Income (loss) per share - basic and diluted	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.01)

		April 30, 2021		Jan 31, 2021		Oct 31, 2020		July 31, 2020
Total sales	$	-	$	-	$	-	$	-
Gross profit		-		-		-		-
Operating expenses		409,410		394,131		563,200		70,095
Net income (loss)		(402,271)		(393,237)		(563,068)		(71,271)
Income (loss) per share - basic and diluted	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.00)

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