Mimi Rock : Management Discussion and Analysis

MIMI'S ROCK CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the years ended December 31, 2021 and 2020

The following section of our report sets forth Management's Discussion and Analysis of the financial performance and condition of Mimi's Rock Corp. ("the Company" or "we", "us" or "our") for the year ended December 31, 2021 compared to the year ended December 31, 2020. The analysis should be read in conjunction with the accompanying annual audited consolidated financial statements (the "Financial Statements") for the year ended December 31, 2021 and 2020 and the related notes thereto.

The date of this MD&A is June 24, 2022.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain statements or disclosures that may constitute forward-looking information or statements (collectively, "forward-looking information") under applicable securities laws. All statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that management of the Company, anticipates or expects may or will occur in the future (in whole or in part) should be considered forward- looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "could", "potential", "enable", "plan, "continue", "contemplate", "pro forma" or other comparable terminology. Forward-looking information presented in such statements or disclosures may, among other things include:

• the Company's expectations regarding sales from its existing products, including its sales forecasts;
• the Company's ability to acquire new products;
• the Company's expectations regarding it ability to raise capital, including its ability to secure the financing necessary to enable us to acquire new products;
• the Company's expectations regarding sales from products that we develop, acquire or license;
• the Company's forecasts regarding its operating expenditures, including general and administrative expenses,
• the Company's expectations regarding the development of its target markets;
• the Company's expectations regarding government regulations of its products and any new products that we acquire;
• the Company's expectations regarding currency exchange rates;
• the Company's expectations regarding income taxes;
• the Company's plans, objectives and targets for future revenue growth and operating performance;
• the Company's plans and objectives regarding new products that it may acquire; and
• the Company's forecast business results and anticipated financial performance.

The forward-looking information in statements or disclosures in this MD&A is based (in whole or in part) upon factors which may cause actual results, performance or achievements of the Company to differ materially from those contemplated (whether expressly or by implication) in the forward-looking information. Those factors are based on information currently available to the Company, including information obtained from third-party industry analysts and other third party sources. Actual results or outcomes may differ materially from those predicted by such statements or disclosures. While the Company does not know what impact any of those differences may have, their business, results of operations, financial condition and credit stability may be materially adversely affected. Factors that could

cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things:

• the Company's ability to successfully market and sell its products;
• the Company's ability to increase sales of its existing products;
• the Company's ability to service existing debt;
• the timing and unpredictability of regulatory actions;
• the health, legal, and commercial risks associated with potential adverse events or side effects resulting from the use of the Company's products;
• the ability to source, develop and commercialize new products effectively;
• unanticipated cash requirements to support current operations to expand its business;
• the inability to adequately protect its key intellectual property rights;
• the loss of key management personnel;
• the activities of its competitors and specifically the commercialization of products that compete in the same category as the Company's products;
• regulatory, legal or other setbacks with respect to its operations or business;
• market conditions in the capital markets and the dietary supplements industry that make raising capital or consummating acquisitions difficult, expensive or both;
• enactment of new government laws, regulations, court decisions, regulatory interpretations or other initiatives that are adverse to the Company or its interests;
• the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and
• the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where the Company operates.

Investors should review the full discussions as to material risks and uncertainties, and factors and assumptions used to develop forward-looking statements included in the Company's filing statement.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company, including information obtained from third-party industry analysts and other third party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. You are cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

• no unforeseen changes in the legislative and operating framework for the business of the Company;
• a stable competitive environment; and
• no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

The Company is not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws. Because of the risks, uncertainties and assumptions contained herein, security holders should not place undue reliance on forward-looking statements or disclosures. The foregoing statements expressly qualify any forward-looking information contained herein.

The Company cautions you that the above list of risk factors is not exhaustive. Other factors which could cause actual results, performance or achievements of the Company to differ materially from those contemplated (whether expressly or by implication) in the forward-looking statements or other forward-looking information are disclosed in the Company's publicly filed disclosure documents.

All historical financial information is prepared in accordance with IFRS and is expressed in Canadian dollars.

CORPORATE HISTORY

Mimi's Rock Corp., formerly known as Commerce Acquisition Corp. ("Commerce"), was incorporated under the Ontario Business Corporations Act ("OBCA") on March 27, 2017. The Company was previously classified as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the TSX Venture Exchange. The principal business of the Company as a CPC was to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction. The purpose of such an acquisition was to satisfy the related conditions of a qualifying transaction under the Exchange rules ("Qualifying Transaction").

On May 27, 2019, the Company completed its Qualifying Transaction pursuant to an amalgamation agreement between the Company and Mimi's Rock Inc. ("MRI"). As a part of the Qualifying Transaction, the Company changed its name from "Commerce Acquisition Corp." to "Mimi's Rock Corp." The Company is in the nutraceutical business, providing health supplement and wellness products as well as vitamins and nutritional supplements to customers across the United States.

The Company's head and registered office is located at 610 Chartwell Road, Suite 202, Oakville, Ontario, Canada L6J 4A5.

The Company operations include six subsidiaries. The place of incorporation or continuance of those subsidiaries and the percentage of voting securities held, directly or indirectly, by Mimi's Rock Corp. are as follows:

Mimi's Rock Inc. was incorporated under the OBCA on October 16, 2017. MRI is a wholly-owned subsidiary of Mimi's Rock Corp.

Mimi's Rock GmbH ("MRG") was incorporated on January 22, 2018, under the laws of Germany. MRG is a private company that is a wholly-owned subsidiary of MRI formed in connection with the acquisitions of DTI GmbH, as described below.

DTI GmbH ("DTI") was incorporated as DTI UG on April 20, 2013 and reregistered as DTI GmbH on January 25, 2017, under the laws of Germany. DTI is a private company that is a wholly-owned subsidiary of MRG, which in turn is a wholly-owned subsidiary of MRI.

Thunder Beach Holdings Inc. ("TBH") was incorporated on April 20, 2018 under the laws of Barbados, being the Barbados Companies Act, 1982. TBH is a private company that is a wholly-owned subsidiary of MRI. TBH is also licensed as an International Barbados Company pursuant to the International Business Companies Act (Barbados).

All Natural Advice Ltd. ("All Natural") was incorporated November 29, 2013 under the OBCA. All Natural is a wholly-owned subsidiary of the Company.

Maritime Naturals Ltd. ("Maritime Naturals") was incorporated May 23, 2017 under the OBCA. Maritime Naturals is a wholly-owned subsidiary of the Company.

CORPORATE STRATEGY

Principal Products or Services

The Company's business model is "asset-light" and is based on knowledge of the online marketplace and relationships with custom manufacturing partners, who produce our products on a turn-key basis, allowing us to focus on marketing programs which drive above-industry-normal margins. We are well positioned to participate in the growing consumer trend toward shifting sales away from traditional brick-and-mortar retail, to e-commerce platforms.

DTI is the Company's primary consumer-facing operating subsidiary. DTI sells market leading nutritional products online in the United States under the "Dr Tobias" brand. DTI's products are offered under a single established brand, which includes 31 different nutraceutical products. DTI's products are exclusively manufactured by a third-party,FDA-approved,GMP-compliant manufacturer of nutraceutical products based in Georgia, United States. The Dr Tobias brand features a number of top-sellers, including the #1 on-line Omega 3 Fish Oil product in the United States.

DTI offers e-commerce focused consumers a high quality, ultra-convenient, family of preferred products which support their overall wellness objectives. Boasting over 30 products, ranging from Colon Cleanse to Probiotics, Dr Tobias products routinely garner segment leading reviews and ratings from its customers.

DTI has built its reputation by offering tested, trusted products, which meet the discerning needs of wellness focused consumers, all while appealing to their preference for home-delivered goods which carry the certifications, as well as the reviews which they expect. Our customers have come to depend on the Dr Tobias brand for quality, consistency and excellent customer service.

MRI is the Company's primary Canadian operating subsidiary. MRI is ultimately a vehicle for expansion of the Dr Tobias brand globally, including in Canada where it began to offer Dr Tobias products on Amazon.ca beginning with a limited roster of the top products from the U.S. market. The products for the Canadian market are sourced directly in Canada from a Canadian supplier. MRI has also begun to offer Dr Tobias products on Walmart.com in the U.S. In 2019, MRI entered into a joint venture arrangement with Avivagen, Inc. as an initiative to offer Avivagen's proprietary ingredient in a pet supplement branded under the Dr Tobias name. Additionally, MRI launched the Dr Tobias e- commerce site - drtobias.com - whereby products are sold direct to consumers in both the U.S. and Canada.

All Natural and Maritime Naturals currently offer products in Canada, USA, EU, UK and Australia. These products increase the Company's existing basket of products and offer anti-aging organic skincare products, all-natural masks & scrubs, acne blemish treatments and more.

The All Natural and Maritime Naturals businesses are an ideal fit with the Company's core strengths as they are completely online, primarily Canadian focused (our home market and one in which the Company had just launched its DTI brand) and are in a high growth health and beauty segment which the Company sees as a logical expansion of its wellness offering. All Natural and Maritime do business in several European countries which are high on the priority list for the Company to gain a presence. The All Natural and Maritime Naturals brands are now being offered in the United States, a market in which the Company was already well positioned with the Dr Tobias brand. There is a natural fit with the customers of these acquired businesses and the Company's existing business in terms of geographic and product segments and plans for growth.

Development of Products

Shifting consumer trends, supported by the wealth of available information available on the internet, sees many wellness minded individuals taking independent control of their health. Our products and distribution strategies dovetail into these trends as we produce high-quality products which are available almost exclusively on-line.

Our product development strategies are not tied to any one particular manufacturing technology. Rather, we source products in multiple formats and focus on consumer trends and preferences. We have also expanded our product families with complementary product lines such as companion-pet products and joint branding with professional athletes. Our new product focus is trained on the needs and wants of our clientele, rather than being limited by manufacturing capabilities at any one site. Then, we leverage our current client bases trust in the Dr Tobias, All Natural and Maritime Naturals brands to introduce new and complementary products.

Marketing

Our marketing efforts are focused on the development and consistent marketing of our brand. We participate in the daily marketing and advertising programs managed by our current e-commerce distribution platform. Our team also manages a comprehensive social media strategy, which focuses on brand awareness and education. We will continue to focus our efforts principally on expanding our distribution platforms and geographies, solidifying our brand awareness and strategically adding complementary product lines.

Regulatory Environment

We are subject to the laws and regulations governing the vitamins, minerals, supplements ("VMS") and natural health product industry. In the United States, this includes FDA and NSF oversite. The requirements vary by country, but in general, the US regulatory framework is a "light-touch" as compared to the pharmaceutical space. Regardless, we have taken an "as good as pharma" approach to partner selection. Currently, our manufacturing partners work both in Canada and the continental United States and are accordingly abiding by the federal, provincial and state labour and employment laws. Similarly, we abide by consumer protection regulations, environmental laws and all applicable regulations. We continuously monitor changes in these laws, regulations, treaties and agreements.

We are also subject to the regulatory framework of the marketplaces on which we sell our products. There are varying degrees of regulations including manufacturing certifications, safety protocols and other listing requirements for sellers of supplement and skincare products. The Company works to ensure it is in compliance with these regulations at all times and aware and prepared for any changes as they occur.

Dropshipping

We currently operate our business using a supply-chain management system known as "dropshipping" whereby we facilitate the delivery of goods from a third-party manufacturer to a third-party distributor and then to the end-point consumer who places the associated order. We do not take physical possession of the goods in our inventory at any point during the ordering or delivery process.

Specialized Skills and Knowledge; Employees

Successfully applying our supply-chain management system requires specialized skill. We have retained personnel with specialized knowledge and experience in such operations. In addition, we draw on the specialized knowledge and expertise of our personnel in our operations to effectively coordinate and track our intricate supply chain.

Market & Trends

Dr Tobias

On-line sales offer convenience and assortment which are superior to almost any traditional brick-and-mortar retailers. On-line consumers routinely rely heavily on customer reviews and ratings. These ratings can be informed by both product characteristics and customer experience - including our after-sale service. This is the sweet spot for the Dr Tobias brand. We have tens of thousands of positive customer reviews, and routinely have very high ratings on multiple products. Within the on-line community, consumers trust each other to identify (or warn) their fellow shoppers of great (or poor) products and services. Dr Tobias products are top sellers. They are highly rated. We are not dependent on retailers awarding us shelf space in order to reach our clientele.

Consumer healthcare in the United States (and beyond) is subject to shifting trends, spending patterns and economic cycles. Our revenue and financial results are linked to these trends, though the "tail winds" for our business are significant. Dietary supplements are enjoying 10% CAGR's globally. Further, many reports show the drift from brick-and-mortar retail to e-commerce in the United States is trending at greater than 9% per year. Together, these trends create a very favourable environment for our company. Clearly, these positive influences can be mitigated somewhat by conditions beyond our control. Consumer spending is easily influenced by prevailing economic conditions, unemployment levels, wage variances, fuel prices, consumer credit practices and consumer perceptions.