Goodbody Health : Management’s Discussion and Analysis – Q1 June 30 2022

GOODBODY HEALTH INC. (FORMALLY SATIVA WELLNESS GROUP INC.)

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED June 30, 2022

FORM 51-102F1

Contents
DATE AND SUBJECT OF REPORT......................................................................................	3
SCOPE OF ANALYSIS ........................................................................................................	3
DESCRIPTION OF BUSINESS.............................................................................................	3
BUSINESS UPDATE Q2 2022..........................................................................................	11
OUTLOOK 2022 & RECENT DEVELOPMENTS SINCE SECOND QUARTER 2022..............	13
RESULTS OF OPERATIONS .............................................................................................	13
SUMMARY OF QUARTERLY RESULTS ............................................................................	16
LIQUIDITY, CASH FLOWS AND CAPITAL RESOURCES ....................................................	19
OFF BALANCE SHEET ARRANGEMENTS ........................................................................	20
RELATED PARTY TRANSACTIONS ..................................................................................	21
RISKS AND UNCERTAINTIES ..........................................................................................	22
ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS ...............................................	33
SHARE CAPITAL INFORMATION ....................................................................................	33
APPOINTMENTS AND RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS ........	38
FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES ......................................	38
FORWARD LOOKING STATEMENTS...............................................................................	39
APPROVAL .....................................................................................................................	39

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DATE AND SUBJECT OF REPORT

The following Management Discussion & Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of GOODBODY HEALTH INC. (hereinafter "Goodbody" or the "Company") for the six months ended June 30, 2022.

This MD&A has been prepared with an effective date of August 18th, 2022 the date it was authorised for issue by the board of directors, and should be read in conjunction with the Company's June 30, 2022 unaudited consolidated financial statements as filed on SEDAR.

SCOPE OF ANALYSIS

The following is a discussion and analysis of Goodbody Health Inc. (formerly Sativa Wellness Group Inc.). The Company reports its financial results in British pounds and in accordance with International Financial Reporting Standards ("IFRS"). All reported financial information includes the financial results of the Company and its subsidiaries. This MD&A is presented in British pounds unless otherwise stated.

The Company announced a change of name to Goodbody Health Inc. to align the parent company with its main brand name "Goodbody" and its trading subsidiaries "Goodbody Wellness Ltd" and "Goodbody Botanicals Ltd" on 10th January 2022.

DESCRIPTION OF BUSINESS

Goodbody Health Inc. is a publicly traded corporation incorporated in Canada with offices located at The Blue Building, Stubbs Lane, Beckington, Somerset, BA11 6TE, UK. The Company's common shares were traded on the Canadian Securities Exchange ("CSE") until 17th August 2022 and ongoing on the Apex segment of the AQSE Growth Market ("AQSE"), under the trading symbol "GDBY", is quoted on the over-the-counter ("OTC") QB market in the United States under the trading symbol "GDBYF", and the Frankfurt Stock Exchange "FSE", under the trading symbol 4840.

What We Do

Our Vision

Goodbody Group's vision is to be recognised as one of the leading health & wellness companies in the territories that it operates. Goodbody is an aggregator of the highest quality, most innovative range of health services and products which include covid tests, blood tests, genome tests, other diagnostic tests, technology and CBD products to meet today's fast evolving consumer expectations. We plan to expand our distribution network and relevant partnerships to provide these high-quality health products and services in the UK and Europe.

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Goodbody Botanicals Products

Goodbody Health Group produces an entirely EU- based compliant CBD product and feels it is uniquely positioned to meet the requirements of the EU marketplace. ISO2002, Hazardous and Critical Control Process ("HACCP") and Good Manufacturing Practices (GMP) certificates greatly increase the value of an extraction Company's products.

The Company's CBD operations comprise extraction and formulation facilities in Poland, and sales and marketing in the UK, supporting 4 Pillars of the product range: Sleep, Restore, Calm, and Relief.

Activities include:

• CBD extraction, wholesale bulk isolate and distillate sales from the Olimax factory in Poland
• Offering White Label & Wholesale products across the range
• Distribution partner in Germany to develop the European market
• Product Range Development

Our products are positioned as 'Best Quality, Best Price Guaranteed', underpinning our positioning with a membership model offering the cheapest CBD prices that can be found in the UK market today. Guaranteed quality and prices to the consumer or their money back.

This enables the Group to generate long term predictable revenues with the opportunity to build loyalty to the brand. The quality is re-enforced through the processes undertaken to manufacture the products and the in-house scientific and quality team. Quality also substantiated through evidence based on customer reviews, Trust Pilot reviews, Live Chat and research articles.

Goodbody's focus is the European marketplace, which comprises the UK, the EU and the rest of Europe. The UK is the leading consumer market for retail CBD products, followed by countries such as Italy and Germany, with strong growth in emerging CBD markets such as Poland and the Czech Republic. Sativa Wellness Poland will be producing a broader range of cosmetic products for the EU and UK market.

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Goodbody Health products included on FSA Novel Food Register

CBD extract and isolate products were confirmed as novel food products in January 2019. Under the novel food regulations. Foods or food ingredients which do not have a history of consumption before May 1997 should be evaluated and authorised through the Novel Foods submission process before they can be placed on the market. This process ensures novel food products meet legal standards, including safety and content.

To bring the current market into compliance, the FSA asked the industry to submit retrospective applications, for CBD products which were on sale on 13 February 2020. The products linked to the applications which were making initial progress through the novel foods' authorisation were allowed to stay on the market until a decision on their authorisation had been made.

In this respect, Goodbody submitted ingestible products that were sold prior to 13 February 2020 and unlike most CBD companies we submitted our own CBD formulations rather than 3rd party formulations. On 31st March 2022 following the UK Food Standard Agencies (FSA) publication of the Novel Foods approved list for CBD, the Company's application has been authorised by the FSA to the next stage of the Novel Foods submission, being the publication of the Awaiting Evidence List. This means the FSA are now awaiting the final toxicology results and are satisfied with all the other evidence submitted at which point the Company will progress onto the final Validated list.

The Company welcomes this increased compliance in the sector as the new regulations ensure that only fully compliant products are placed on the market. Those not included on these FSA Novel Food Validated or Awaiting Evidence lists will have to be taken off sale. Goodbody Health is now well placed to continue its growth in the CBD market as this process restricts the market to fewer competitors, as many did not meet the criteria. Consumers can visit https://ukcbdlist.com, a site run by the Association for the Cannabinoid Industry (ACI), to see if a brand is compliant.

PhytoVista Laboratories

Phytovista is a leading accredited cannabinoid testing laboratory which tests CBD and hemp derived products. PhytoVista Laboratories has been granted accreditation to ISO/IEC 17025:2017, General requirements for the competence of testing and calibration laboratories granted by United Kingdom Accreditation Service (UKAS), the UK governments appointed National Accreditation Body. Accreditation to ISO/IEC 17025 plays an important role in supporting the provision of accurate and reliable results from laboratory testing, calibration, sampling, and measurement services.

The Company's custom-built,state-of-the-art laboratories in the UK and Poland use stringent methodology to ensure delivery of accurate results, compliance, and the highest quality.

Phytovista Laboratories achieved another significant milestone with an extension to its ISO 17025 UKAS accreditation on 7th February 2022 with a test to meet Government Chemist and the Advisory Council on the Misuse of Drugs ("ACMD") Guidance, one of a very small number of laboratories accredited for this type of testing.

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