1933 Industries, Inc.CSE: TGIF

Management Discussion & Analysis - For the Three Months Ended October 31, 2024 and 2023

· Issued by 1933 Industries, Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023

(in Canadian Dollars, except where noted)

This Management Discussion and Analysis ("MD&A") for 1933 Industries Inc., together with its wholly owned subsidiaries ("1933" or "the Company") is prepared as of October 31, 2024 and relates to the financial condition and results of operations for the three months ended October 31, 2024 and 2023. Past performance may not be indicative of future performance. This MD&A should be read in conjunction with the audited consolidated financial statements and related notes for the three months ended October 31, 2024, and 2023 ("financial statements"), which have been prepared in accordance with IFRS® Accounting Standards issued by the International Accounting Standards Board ("IASB") and the IFRIC® Interpretations of the IFRS Interpretations Committee.

The Company's certifying officers are responsible for ensuring that the financial statements and MD&A do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's certifying officers certify that the financial statements together with the other financial information included in the filings fairly present in all material respects the financial condition, financial performance, and cash flows of the Company as of the date of and for the periods presented in the filings.

The Company's certifying officers are responsible for ensuring that the Financial Statements and MD&A do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's certifying officers certify that the Financial Statements together with the other financial information included in the filings fairly present in all material respects the financial condition, financial performance, and cash flows of the Company as of the date of and for the periods presented in the filings.

The first, second, third and fourth quarters of the Company's fiscal years are referred to as "Q1", "Q2", "Q3" and "Q4", respectively. The three months ended October 31, 2024 and 2023, are referred to as "fiscal 2025" and "fiscal 2024", respectively. All amounts are presented in Canadian dollars, the Company's presentation currency, unless otherwise stated. References to "USD" are to United States dollars.

Statements are subject to the risks and uncertainties identified in the "Risks and Uncertainties", and "Cautionary Note Regarding Forward-Looking Statements" sections of this document. The Company has included the non-GAAP performance measures of Earnings before interest, taxes, depreciation, and amortization ("EBITDA") and Adjusted EBITDA per share within this document. For further information and detailed calculations of these measures, see the "Non-GAAP Measures" section of this document.

The Company is publicly traded on the Canadian Securities Exchange under the symbol "TGIF" and quoted on the OTCQB under the symbol "TGIFF". Additional information relating to the Company is available on the Company's website at www.1933industries.com, and on SEDAR+ at www.sedarplus.ca. Information in this MD&A is prepared as of February 26, 2025 (the "MD&A Date").

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain "forward-looking statements" which may include, but are not limited to, statements with respect to the future financial or operating performance of the Company. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variation (including negative variations) of such words and phrases, or statements that certain actions, events, or results "may", "could", "would", "might", or "will" be taken, occur or to achieve.

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1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the Company's business model; U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks related to capital raising due to heightened regulatory scrutiny; risks related to quantifying the Company's target market; risks related to access to banks and credit card payment processors; risks related to lack of U.S. federal trademark and patent protection; risks related to the enforceability of contracts; risks related to potential violation of laws by banks and other financial institutions; risks related to service providers withdrawing or discontinuing services under threat of prosecution; risks related to tax liabilities; and heightened scrutiny by Canadian regulatory authorities.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated, or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

OUTLOOK AND THE PATH FORWARD

1933 Industries is a licensed cannabis operator with cultivation, production, and distribution assets based in Las Vegas, Nevada. The Company cultivates and produces its own cannabis products, under the Alternative Medicine Association (AMA) brand in a purpose-built, indoor cultivation facility under perpetual harvest cycle. Its craft-style flower cultivation is supported by an integrated production facility, focused on high-quality concentrate products that are sold directly to licensed dispensaries in the State of Nevada. The Company's brand of cannabis flower, pre-rolls and extraction products have strong wholesale penetration in dispensaries in Las Vegas, while its ultra-craft, select-batch premium brand offers unique, exotic strains that appeal to cannabis connoisseurs.

The Company holds cannabis licenses for cultivation, processing, and distribution in Nevada's limited license regime. The Company's revenue is derived from wholesale cannabis sales in Nevada, and, until recently, from the sale of hemp-derived consumer packaged goods sold B2B and direct to consumers via ecommerce at cannahemp.com. During the reporting period, the Canna Hemp manufacturing subsidiary was discontinued, while the Company assesses the future viability of the CBD market. The market demand for CBD products has experienced a downward trend, with many companies exiting the category altogether. The lack of federal rules on CBD and other cannabinoids and the grey area surrounding the introduction of psychoactive Delta 8 compounds into products under the ambiguity of the Farm Bill continue to erode the traditional CBD market and hinder future growth.

AMA branded packaged flower is available in 1 gram, 3.5 gram, 7 gram, 14 gram, and 28 gram formats. Live and cured concentrates are offered in 0.5 and 1 gram and are known for their exceptional potency and purity. AMA's infused 1 gram pre- rolls and vapor pens are among the Company's best-selling products. In each product category, AMA offers dozens of premium strains, while constantly striving to find the best genetics that give consumers a wide choice of products that keep them engaged.

The Company's strengths lie in its expertise as a top cultivator in the Nevada market with a strong market presence in several categories, and in its ability to attain shelf space in dispensaries. As a widely recognized non-dispensary brand, AMA consistently rates as a top brand by volume sold in the state, according to business intelligence aggregator Headset1. In the highly competitive Nevada flower and pre-roll categories, AMA ranked in the top 5 brands during the reporting period, indicating a consistent demand for its products. According to Headset, AMA "has been consistently robust, particularly in the Concentrates and Flower categories, where it has maintained top rankings. The brand has consistently held the 2nd position in Concentrates and has shown an upward movement in the Flower category, rising from 3rd to 2nd position by December 2024. This stability and upward movement in rankings highlight the brand's strong market presence and consumer preference in Nevada. However, in the Vapor Pens category, despite being present in the top 20, the brand has seen some fluctuations, indicating a competitive landscape that requires strategic focus to maintain and improve its standing."

With over 160 brands available in Nevada, AMA stands out in a competitive cannabis marketplace due to its ability to offer a large variety of quality cannabis products withassured consistency with a pricing strategy that meets changing consumer demands.

Overall, Nevada has experienced pricing decrease year over year and state-wide sales have continued on a downward trend. Due to its resilient tourism industry, Nevada presents significant opportunities for operators due to the state's high barriers to entry with a favourable licensing structure and generous patient reciprocity laws. Demand for the Company's AMA products

1 https://www.headset.io/brands/alternative-medicine-association-ama

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1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

remains strong, and the Company believes that it has attained the right approach in delivering quality products to its dispensary partners at a price point that resonates with current market conditions in Nevada.

During Q1 2025, the Company recorded revenues of $4.0 million, a 24% decrease from Q1 2024. Company-wide, fiscal 2025 net loss was $0.58 million, compared to fiscal 2024 net loss of $0.4 million. The Company continues to improve margins and control costs, without compromising quality, and will remain focused on revenue growth.

COMPANY OVERVIEW AND DESCRIPTION OF THE BUSINESS

1933 Industries Inc. is a brand-focused cannabis company with operations in the United States, with cultivation, and extraction facilities based in Las Vegas, Nevada. The Company owns 91% of Alternative Medicine Association LC ("AMA"), and 100% of AMA Production LLC, its licensed cannabis cultivation, extraction, processing, manufacturing, and distribution assets. During the year ended July 31, 2024, operations were discontinued for its subsidiary Infused, a manufacturer of hemp-extracted wellness products focusing on Cannabidiol ("CBD"), Cannabigerol ("CBG") and Cannabinol ("CBN") under the brand name Canna Hemp.

AMA, a licensed cannabis cultivator, extractor, product manufacturer, and distributor, operates in two sought-after verticals:

  • Craft cannabis flower cultivation;
  • Extraction of cannabis concentrates;

AMA's wholesale cannabis products include premium craft-style cannabis, infused pre-rolls, full spectrum oils, high quality distillates, proprietary blends of terpenes, vaporizer products and boutique concentrates such as shatter, crumble, batter, sugar wax, diamonds, and cured and live resins, sold under the house brands AMA and Level X. AMA cultivates and wholesales its products to regulated medical and adult-use dispensaries in the state. With an extensive selection of products, the AMA brand has strong penetration into dispensaries throughout Nevada, where it appeals to a wide range of both medical and recreational consumers. The AMA brand combines craft style cultivation, quality, and competitive pricing, while the Level X brand offers exclusive strains and premium quality.

Cannabis flower is cultivated in the Company's 68,000 sq. ft., purpose-built, state-of-the-art facility, serving the Las Vegas market. Biomass (remaining parts of the plant that contain THC such as sugar leaf trim and popcorn/small buds) is utilized to produce AMA's extensive line of concentrates.

The Company abides by strict quality assurance standards, implementing required policies and procedures and adhering to licensing requirements set by regulators across all levels of government in order to ensure the safety, consistency and quality of its products.

The Company's common shares are listed for trading on the Canadian Securities Exchange under the symbol "TGIF" and traded on the OTC Markets under the symbol "TGIFF".

The Company's head office is located at #300-1055 West Hastings Street, Vancouver, BC V6E 2E9. The head office of operations is located at 3370 Pinks Place, Suite B, Las Vegas, Nevada 89102.

AMA - Cultivation and Extraction Segment

AMA's business involves the growing of cannabis indoors for personal medicinal and recreational use and the production of premium, boutique concentrates for the Nevada market. AMA began commercial production in April 2015 when it was the first Medical Marijuana Establishment or "MME" approved for cultivation in Southern Nevada. Its first crops were harvested, dried, packaged and sold in October 2015 and it has produced cannabis on a commercial scale in Nevada since then, providing a first- mover advantage.

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1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

Market Plans and Strategies

The Company's business model is based on servicing the existing medicinal cannabis patient base in Nevada (which has approximately 3.0 million residents) and the recreational cannabis consumers, including those who visit Las Vegas each year. The Company is an established wholesale supplier of unique branded flower and extraction products to licensed dispensaries and cannabis stores.

As its branded image and reputation is well established, the Company may license or acquire other cannabis businesses in the United States that have legalized medicinal cannabis and/or recreational cannabis specific brands with recurring sales to a loyal and growing clientele.

The Company believes that the constantly evolving regulatory environment for the production and distribution of recreational cannabis within the U.S., and the dispensing of both medicinal and recreational cannabis will be disruptive for both producers and consumers, transforming the current industry into one of commercial scale. The Company is focused on establishing a portfolio of high quality, premium cannabis products that have wide appeal to a growing and varied consumer base. The Company has developed a comprehensive marketing program to create visibility and awareness in the market for its products. AMA markets its products locally, via social media, in-store programs, as well as via targeted marketing campaigns in conjunction with dispensaries and educational programs targeting budtenders and consumers.

The Company has been focused on cultivating craft flowers delivered to customers at competitive prices with an extensive line of news strains, and top-tier ultra-craft line branded as Level X. The Company believes that carrying a consistent base of high- quality strains and cannabis products, including hemp-based products, is essential to its long-term success.

Reporting Requirements

The State of Nevada has selected Franwell Inc.'s METRC solution ("METRC") as the state's track-and-trace system used to track commercial cannabis activity and movement across the distribution chain ("seed-to-sale"). Individual licensees whether directly or through third-party integration systems are required to push data to the state to meet all reporting requirements. For all Nevada licensed facilities, the Company has designated an in-house computerized seed-to-sale software that integrates with METRC via an application programming interface.

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1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

FISCAL 2025 AND FISCAL 2024 CONSOLIDATED OPERATING FINANCIAL HIGHLIGHTS

  • Total revenues were $3,993,007 for 2025 and $5,283,382 for 2024.
  • Expenses were $1,885,268 for 2025 compared to $2,026,434 for 2024. The decrease from the prior year was primarily due decreases tax expense.
  • Gross profit was $1,307,439 for 2025 and gross profit of $1,646,023 for 2024. The decrease in gross profit was primarily due to slower sales in 2025.
  • Net loss was $577,829 for 2025 and comprehensive loss was $354,904. Net loss was $380,411 and comprehensive loss was $200,868 in the prior year comparable period.

KEY DEVELOPMENTS

In September, the Company announced that Mr. Rick Skeith had tendered his resignation from the Board of Directors.

In October, the Company announced that its common stock was moved from the OTCQB Market to the OTC Pink Open Market, as it no longer met the minimum closing bid price standards for continued eligibility on the OTCQB.

In November, the Company announced that it had filed an application for a Management Cease Trade Order with the British Columbia Securities Commission, the Company's principal regulator, in accordance with section 8 of National Policy 12-203 Management Cease Trade Orders. The Company determined that it was unable to file its audited annual financial statements for the year ended July 31, 2024, as required by Part 4 of National Instrument 51-102 Continuous Disclosure Obligations; its management's discussion and analysis (MD&A) relating to the audited annual financial statements, as required by Part 5 of National Instrument 51-102 Continuous Disclosure Obligations; and the CEO and CFO certificates relating to the audited annual financial statements, as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Required Filings"), on or before the prescribed filing deadline of November 28, 2024. The Company subsequently filed the Required Filings on February 25, 2025.

These actions are being undertaken to position the Company well for the anticipated rescheduling of cannabis. In the month of May, AMA was Nevada's top selling concentrate brand, second top selling flower brand and third top selling pre-roll brand, based upon total revenue according to Headset2.

SUMMARY OF QUARTERLY RESULTS

A summary of the Company's result for the eight most recently completed quarters is as follows:

Q1 2025

Q4 2024

Q3 2024

Q2 2024

$

$

$

$

Revenues

3,993,007

4,225,885

4,865,696

4,744,948

Net income (loss) for the period

(577,829)

421,124

82,179

(732,999)

Basic / diluted earnings (loss) per share

(0.00)

0.00

0.00

(0.00)

Number of weighted average shares

490,471,657

490,471,657

490,471,657

469,152,428

Q1 2024

Q4 2023

Q3 2023

Q2 2023

$

$

$

$

Revenues

5,514,387

5,609,131

4,073,142

4,297,375

Net loss for the period

(394,389)

(9,070,311)

(3,362,402)

(359,191)

Basic / diluted loss per share

(0.00)

(0.00)

(0.00)

(0.00)

Number of weighted average shares

461,014,610

460,681,080

457,534,847

451,045,719

The Company is expected to remain subject to many of the risks and challenges common to cannabis enterprises, including those related to laws, regulations, licensing, integrating, and retaining qualified employees; making effective use of limited resources; achieving market acceptance of existing and future solutions; competing against companies with greater financial and technical resources; acquiring and retaining customers; and developing new solutions.

2 https://www.headset.io/brands/alternative-medicine-association-ama

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1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

The Company's revenues have remained relatively stable over the past four quarters. Cost-savings efforts combined with the Company's upgrades and improvements undertaken to its cultivation facility in Las Vegas are expected to help stabilize operating expenses and improve net loss in future quarters.

SUMMARY OF RESULTS

A summary of the Company's results of operations is as follows:

Q1 2025

Q1 2024

$

$

Revenues

3,993,007

5,283,382

Gross profit

1,307,439

1,646,023

Expense

294,690

General and administration

288,695

License, taxes, and insurance

776,886

845,219

Management and consulting fees

183,552

145,162

Other expenses

552,373

458,728

Professional fees

(38,275)

77,578

Share-based compensation

3,110

8,954

Wages and benefits

112,932

202,099

1,885,268

2,026,434

Net loss before income tax expense

(577,829)

(380,411)

Current income tax expense

-

-

Net loss for the period

(577,829)

(380,411)

Net loss from discontinued operations

(4,173)

(13,978)

Foreign currency translation adjustment

227,098

193,521

Comprehensive loss for the period

(354,904)

(200,868)

Q1 2025 compared to Q1 2024

The Company generated revenue of $3,993,007 compared to $5,283,382 in the prior year comparable period. The Company generated gross profit of $1,307,439 in the current period compared to gross profit of $1,646,023 in the prior year comparable period as a result of slower sales in Q1 2025.

Gross margin calculated as gross profit divided by revenue was 33% in Q1 2025 and 31% in Q1 2024.

The Company's expenses decreased to $1,885,268 from $2,026,434 in the prior year comparable period.

Overall, the Company has made progress in reducing expenses compared to the prior year comparable period as follows:

  • General and administration decreased to $294,690 compared to $288,695 in the prior year comparable period resulting from ongoing cost saving efforts.
  • Professional fees decreased to ($38,275) compared to $77,578 in the prior year comparable period resulting from lower accounting and legal expenses incurred during the current period and a refund on a legal invoice.
  • Share-basedcompensation decreased to $3,110 compared to $8,954 in the prior year comparable period due to the timing of the vesting of previously issued stock options, partially offset by stock options granted and cancelled in the current period.

The Company's foreign currency translation adjustment results from the consolidation process when translating the results of subsidiaries in the group from their functional currency to the presentation currency of the financial statements. The foreign currency translation adjustment for the three months October 31, 2024 was a gain of $227,098 (2023 - $193,521).

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1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations associated with its financial liabilities and other contractual obligations. The Company's strategy for managing liquidity is based on the Company achieving positive cash flows from operations to internally fund operating and capital requirements.

Factors that may affect the Company's liquidity are continuously monitored. These factors include production levels, operating costs, capital costs, income tax refunds, foreign currency fluctuations, seasonality, market immaturity, and a highly fluid environment related to state and federal law passage and regulations.

In the event that the Company is adversely affected by any of these factors and, as a result, the operating cash flows are not sufficient to meet the Company's working capital requirements, there is no guarantee that the Company would be able to raise additional capital on acceptable terms to fund a potential cash shortfall. Consequently, the Company is subject to liquidity risk. The Company monitors its liquidity primarily by focusing on total liquid assets and working capital. The Company monitors its level of working capital and working capital ratio to assess its ability to enter into strategic opportunities such as equity investments, royalty financing arrangements, and providing start-up working capital to its existing and future business units.

While the Company has historically issued shares as a component of the consideration for acquisitions, there can be no assurance that the Company will be able to continue to finance strategic opportunities via the issuance of shares or debt. Management will continue to monitor and assess its acquisition activities to ensure that operating requirements are met over the next twelve months.

A summary of the Company's liquidity-related information is as follows:

October 31,

July 31,

2024

2024

$

$

Cash

241,610

449,184

Liquid assets (1)

4,732,541

5,183,376

Working capital (deficiency)

584,087

561,576

Quick ratio (2)

0.98

0.96

Working capital ratio (3)

1.12

1.10

  1. Liquid assets include cash, receivables and inventory.
  2. Quick ratio is defined as liquid assets divided by current liabilities.
  3. Working capital ratio is defined as current assets divided by current liabilities.

Note that current liabilities at July 31, 2023 contained $2,869,327 pertaining to the convertible debentures that had a maturity was extension to December 31, 2025. As at October 31, 2024 the convertible debentures have a balance of $3,036,821 and are classified within non-current liabilities.

Capital Resources

A summary of the Company's capital structure is as follows:

October 31,

July 31,

2024

2024

$

$

Shareholders' deficiency

(5,187,266)

(4,835,472)

Convertible debentures

3,036,821

2,869,327

(2,150,445)

(1,966,145)

Less: cash

(241,610)

(449,184)

(2,392,055)

(2,415,329)

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1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to pursue the development of its business. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new equity instruments, new debt, or acquire and/or dispose of assets. The Company's ability to continue as a going concern is uncertain and dependent upon the continued financial support of its shareholders, future profitable operations, the lack of adverse political developments in the United States with respect to cannabis legislation and securing additional financing.

Dividends

No dividends have been declared or paid by the Company in any of the periods presented above. The Company does not anticipate declaring or paying any dividends on its common shares in the foreseeable future.

SOURCES AND USES OF CASH

A summary of the Company's sources and uses of cash is as follows:

Q1 2025

Q1 2024

$

$

Net cash (used in) provided by operating activities

(78,634)

7,864

Net cash provided by (used in) investing activities

14,407

(321,919)

Net cash used in financing activities

(359,510)

(351,252)

Change in cash from discontinued operations

11,948

54,218

Effect of exchange rate changes on cash

204,215

281,688

Cash, beginning of period

449,184

1,092,562

Cash, end of period

241,610

763,161

Operating activities

Cash used in operating activities for the three months ended October 31, 2024, was $78,634, respectively compared to cash provided by of $7,864 during the prior year comparable period. The Company used cash in operating activities due to slower sales in Q1 2025.

Investing activities

Cash provided in investing activities for the three months ended October 31, 2024, was $14,407 compared to cash used of $321,919 in the prior year comparable period. The investing activities in fiscal 2024 resulted from the purchases of production equipment and leasehold improvements for the Company's production facility in Las Vegas.

Financing activities

Cash used in financing activities for the months ended October 31, 2024, was $359,510 compared to $351,252 in the prior year comparable period. The cash used in financing activities during the current period and prior year comparable period are due to lease payments on the Company's facilities.

OUTSTANDING SHARE DATA

The authorized capital of the Company consists of an unlimited number of common shares without par value.

A summary of securities outstanding is as follows:

Type of security

October 31,

Date of the

2024

MDA

#

#

Common shares

490,471,657

490,471,657

Stock options

22,790,000

22,790,000

Warrants

3,700,000

3,700,000

Convertible debentures - $0.05 conversion

3,073,000

3,073,000

A summary of the Company's stock options, warrants, and agent options as at October 31, 2024 is as follows:

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1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

Type of

Proceeds if

Expiry date

security

Number Exercise price

exercised

#

$

$

November 8, 2025

Stock options

11,050,000

0.10

1,105,000

August 24, 2027

Stock options

10,740,000

0.05

537,000

October 27, 2028

Stock options

1,000,000

0.05

50,000

22,790,000

0.07

1,692,000

November 9, 2025

Warrants

3,700,000

0.075

277,500

3,700,000

0.075

277,500

A summary of the Company's stock options, warrants and agent options as at the MD&A date is as follows:

Type of

Proceeds if

Expiry date

security

Number Exercise price

exercised

#

$

$

November 8, 2025

Stock options

11,050,000

0.10

1,105,000

August 24, 2027

Stock options

10,740,000

0.05

537,000

October 27, 2028

Stock options

1,000,000

0.05

50,000

22,790,000

0.07

1,692,000

November 9, 2025

Warrants

3,700,000

0.075

277,500

3,700,000

0.075

277,500

NON-GAAP MEASURES

EBITDA and Adjusted EBITDA are non-GAAP financial measures and accordingly they are not earnings measures recognized by IFRS Accounting Standards and do not carry standard prescribed significance. Moreover, the Company's method for calculating Adjusted EBITDA may differ from that used by other companies using the same designation. Accordingly, caution is advised to readers that Adjusted EBITDA should not be substituted for determining net income (loss) as an indicator of operating results or as a substitute for cash flows from operating and investing activities. Management believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, the presentation of these measures is to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or arrangements with respect to any obligations under a variable interest equity arrangement.

The Company has no off-balance sheet arrangements as of the date of this MD&A.

9

1933 INDUSTRIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months October ended 31, 2024 and 2023 (In Canadian dollars, except where noted)

RELATED PARTY TRANSACTIONS

Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of executive and non- executive members of the Company's Board of Directors and corporate officers.

A summary of the Company's related party transactions is as follows:

Three months ended

October 31,

2024

2023

$

$

Directors' fees included in general and administration

8,000

14,960

Management and consulting fees

183,552

145,161

Share-based compensation

2,542

6,513

194,094

166,634

As of October 31, 2024, $288,025 (July 31, 2024 - $310,220) was owed to directors and officers or their related companies in respect of the services rendered and were included in accounts payable and accrued liabilities. These are non-interest bearing and payable on demand.

CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of financial statements in accordance with IFRS Accounting Standards requires the Company to make estimates and judgments, in applying accounting policies. Management continually evaluates these estimates and judgments based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgments which may cause a material adjustment to the carrying amounts of assets and liabilities. The Company's interim results are not necessarily indicative of its results for a full year. The significant estimates and judgments applied in the preparation of these financial statements are consistent with those applied and disclosed in the notes to the Annual Financial Statements

FINANCIAL RISK MANAGEMENT

The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management's close involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks and has no designated hedging transactions. The Board approves and monitors the risk management processes. The Board's main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the continuation of the Company's exploration activities, and limited exposure to credit and market risks. There were no changes to the objectives or the process from the prior period.

The types of risk exposure and the way in which such exposures are managed are as follows:

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to fulfill its contractual obligations. The Company's credit risk relates primarily to cash and receivables. The Company minimizes its credit risk related to cash by placing cash with major financial institutions. The Company regularly reviews the collectability of its receivables. The Company considers the credit risk related to both cash and receivables to be minimal.

For the three months ended October 31, 2024, the Company had only two customers (July 31, 2024 - two) which individually contributed 10% or more of the Company's total revenue for the period. Individually, these customers represented 12.5% and 11.9% of total revenue attributed to cannabis products for the year ended July 31, 2024 (2023 - two customers represented 11.1% and 10.3%)

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