Universal Ibogaine Inc. — Interim / Quarterly Report 2022

P Squared Renewables Inc.

Management’s Discussion and Analysis (“MD&A”)

As at and for the 3-month period ended June 30, 2021

The following MD&A presented for P Squared Renewables Inc. (“PSQ” or “the Company”) was prepared by management based on information available as at September 10, 2021 and covers the current Q1 3-month quarter ended June 30, 2021 (“Q1-F2022”) of PSQ’s fiscal year-end March 31, 2022 (“F2022”), with comparative figures for the Q1 3-month period ended June 30, 2020 (“Q1-F2021”) of PSQ’s fiscal year-end 2021 (“F2021”).

This MD&A and should be reviewed in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2021 (the “Financial Statements”).

Forward-looking statements

This MD&A may contain forward-looking statements, which include words such as “intends”, “plans”, “anticipates”, “expects”, and “scheduled”. The material factors and assumptions which affect this forwardlooking information include assumptions that PSQ will continue to have available the necessary personnel and financial resources to complete its Qualifying Transaction (as described below), and any related equity financing, as intended.

These forward-looking statements are based on current expectations and are subject to a wide range of known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Except as required by law, PSQ assumes no obligation to update forward-looking statements should circumstances or the Company's estimates or opinions change.

History and development of the business

PSQ was incorporated in March, 2017 and listed as a Capital Pool Corporation (“CPC”) on the TSX Venture Exchange (“the TSXV”). PSQ’s completed two initial equity financings in 2017, and its’ activities to date have consisted of searching for suitable businesses to acquire to meet the Qualifying Transaction (“QT”) requirements of the TSXV.

Two separate equity financing transactions were completed by PSQ in 2017, raising gross proceeds of $700,000 ($609,513 net of cash share issue / transaction costs incurred of $90,487):

• 8,000,000 common shares were issued on a private placement basis in March, 2017 for proceeds of $400,000.

• 3,000,000 common shares were issued June 19, 2017 as the Company’s Initial Public Offering (“IPO”) of PSQ’s common shares, for gross proceeds of $300,000. PSQ’s common shares commenced trading on the TSXV in June 2017.

Bridge Financing

In June, 2020 PSQ received approval from the TSXV to undertake a private placement financing of up to 1,000,000 common shares at a price of $0.20 per share (the “Bridge Financing”), which was used to supplement working capital until completion of the current proposed QT. In January, 2021, the TSXV subsequently authorized PSQ to increase the Bridge Financing offering to $250,000.

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The Bridge Financing had a final closing on February 5, 2021, with a cumulative total of 925,000 common shares issued by PSQ, for proceeds of $185,000. An additional $25,000 was received in January, 2021 which was not permitted by the TSXV to be included in the Bridge Financing closing, and has been recorded as at March 31 and June 30, 2021 as liability, as it was intended that these funds will be transferred into the separate Offering (as described below) which is being undertaken as part of the QT.

As described below, PSQ undertook a Subscription Receipt Financing in connection with the proposed QT.

As described in note 1 to the Company’s Financial Statements, they have been prepared on a going concern basis, which assumes that the assumes that PSQ will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. This will be dependent on PSQ’s ability to successfully complete the QT and the related TSXV listing process.

History of Proposed Qualifying Transactions

In July 2017, PSQ entered into an Agreement to acquire 100% of Borealis GeoPower Inc. (“Borealis”), a privately held company engaged in developing geothermal exploration prospects. PSQ had intended to complete its QT (subject to the approval by the TSXV) by acquiring Borealis by December 31, 2017.

Pursuant to the Agreement, PSQ advanced Borealis a $225,000 short-term, secured bridge loan, bearing interest at 6% and repayable on August 1, 2018 (“the Loan”).

PSQ incurred extensive time and costs in conducting its due diligence review of Borealis, establishing the Loan, negotiating other terms and conditions, and aiding Borealis in developing forecast models and related materials for use in a financing related to the proposed QT.

PSQ announced in November 2017 that the proposed acquisition of Borealis was not proceeding, resulting in PSQ demanding repayment of the Loan. The Loan, plus accrued interest of $12,788, was repaid to PSQ by Borealis on the due date of August 1, 2018.

Following termination of the Borealis Agreement in late 2017, PSQ has been actively sourcing and evaluating other potential acquisitions which would allow it to meet the QT requirements. A second opportunity in the renewable energy space was being evaluated in 2018, but ultimately it was not pursued.

Outlook and Completion of the QT

PSQ was not able to complete a QT within the total 24-month period (which expired June 19, 2019) permissible under the policies of the TSXV and trading in its common shares have remained halted since June 27, 2019. Resumption of trading of the Company’s shares is planned to be completed by the end of September, 2021, following final approval of the QT and the related Offering by the TSXV.

In late 2019, PSQ entered into an agreement with Universal Ibogaine Inc. (“UI”) which would see PSQ conduct a financing, and undertake a share for share exchange and amalgamation with UI as PSQ’s QT.

The QT

On November 1, 2019, PSQ announced an initial agreement to acquire 100% of a privately owned, arms-length party, Universal Ibogaine Inc. (“UI”), which intends to develop a network of addiction treatment centers and undertake clinical trials research.

The acquisition of and amalgamation / merger with UI is to constitute PSQ’s QT, subject to the approval of the TSXV.

On November 8, 2019, PSQ advanced $25,000 to UI as a non-interest bearing, unsecured promissory note. The funds were used by UI in connection with developing its business plan. The maturity date of this note was extended by PSQ in 2020, and the loan was ultimately repaid to PSQ on December 21, 2020.

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The highlights of the acquisition of UI include:

• An independent entity, Clear Sky Recovery Cancun SA de CV (“ClearSky”), has developed a proprietary treatment method which utilizes a natural substance, ibogaine, to detoxify and aid in withdrawal and recovery from addiction to heroin, opioids and other drugs (the “ClearSky Protocol”). Since its formation in 2003, ClearSky has operated an addiction treatment centre in Cancun, Mexico, at which it has undertaken over 3,500 treatments.

• In March 2019, UI entered into a license agreement (the “ClearSky Agreement”) to acquire the exclusive world-wide rights to utilize the ClearSky Protocol (subject to the rights of ClearSky to continue to utilize the ClearSky Protocol at its facility in Cancun).

• The ClearSky Agreement required UI to issue 30 million common shares to ClearSky by January 31, 2021. These shares will be subject to escrow releases based on UI achieving future performance milestones.

• PSQ, UI and 1266855 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of PSQ, signed an Amalgamation Agreement effective October 8, 2020 to undertake the “Amalgamation” of the three parties. The proposed Amalgamation with UI will be a reverse take over (“RTO”) of PSQ, as the shareholders of UI will own a majority of the shares of the post amalgamation, combined “Resulting Issuer”.

Pursuant to the Amalgamation Agreement, the core terms of the QT are as follows:

• The Amalgamation Agreement initially required PSQ to complete a financing to raise minimum proceeds of $3 million (“the Financing”) which would close in conjunction with TSXV approval of the QT. This Financing was subsequently replaced by the $6 million Offering, as described below

• UI and Subco will complete the Amalgamation under the Business Corporations Act (British Columbia) to form “Amalco”, and PSQ (which will be the "Resulting Issuer", as defined under the policies of the TSXV) will issue common shares ("RI Shares") to the former UI shareholders, on the basis of one RI Share for each UI share. The final total will be dependent on the number of additional UI common shares which may become issued prior to closing of the Financing. The share exchange will be subject to a maximum total (as defined) of 130,000,000 RI Shares being issued to the shareholders of UI common shares and a maximum of 13,400,000 RI Shares being exchanged for PSQ’s outstanding common shares (the “Share Exchange”).

• Each of UI’s outstanding warrants, options and other convertible securities (if any) will be exchanged for warrants, options and convertible securities of the Resulting Issuer on substantially the same economic terms and conditions as the existing warrants, options and other convertible securities of UI.

• Upon completion of the QT, Amalco will become a wholly-owned subsidiary of the Resulting Issuer and undertake a name change.

• PSQ intends to change its name to "Universal Ibogaine Inc.", and Amalco will be renamed “Clear Sky Recovery Solutions Inc.”, or such other names that are acceptable to the Resulting Issuer and to applicable regulatory authorities

The Amalgamation with UI and the related Financing was to constitute completion of PSQ’s QT, and conditional approval of the QT and for the listing of the common shares of the Resulting Issuer was received from the TSXV on July 19, 2021. Following the SEDAR filing of the required Filing Statement on August 30, 2021, PSQ and UI are in process of providing additional ancillary information to the TSXV as part of the process of final approval of the QT and listing of the Corporation’s common shares for trading on the TSXV.

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(i) Subscription Receipt Financing

In connection with financing of the proposed QT, on January 26, 2021 PSQ announced that 1266855 B.C. Ltd. ("Subco"), a wholly owned subsidiary of PSQ, would undertake a non-brokered private placement of subscription receipts (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of up to $2,000,000 (the "Offering"). PSQ subsequently announced on February 11, 2021 that it would expand the Offering to up to $6,000,000.

The Offering replaced the initial proposed Prospectus financing which was a condition of the Amalgamation Agreement (which was amended to reflect this and other changes), and has the following summary highlights:

• Each Subscription Receipt issued will entitle the holder thereof to receive one unit of Subco (the "Units") with each Unit comprised of one common share in the capital of Subco (a "Common Share") and one common share purchase warrant (each, a "Warrant").

• The Units issuable to the Subscribers in exchange for the Subscription Receipts will then subsequently be exchanged for units of the post Amalgamation Resulting Issuer (the "RI Units") on a one for one basis pursuant to the Amalgamation. As such, the RI Units, not the Units issuable in exchange for the initial Subscription Receipts, will be delivered to the Subscribers following the completion of the Offering and the QT.

• Each full Warrant, as exchanged, will entitle the holder thereof to purchase one common share in the capital of the Resulting Issuer for a period of five years from issuance. Each Warrant shall be exercisable at an escalating annual exercise price per Common Share as follows: (a) $0.50 per share if exercised in the first year from the date of issuance; (b) $0.75 if exercised in year 2; (c) $1.00 if exercised in year 3; (d) $1.25 if exercised in year 4; and (e) $1.50 if exercised in year 5.

• The gross proceeds from the Offering will be deposited and held in escrow (the "Escrowed Funds") and only released to PSQ upon completion of the QT and the satisfaction of certain conditions (the "Escrow Release Conditions"). The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into between the Corporation and PSQ’s transfer agent. Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds, together with any interest earned thereon, will be released to PSQ.

• If the Escrow Release Conditions have not been satisfied by a defined date (which was extended from July 31 to August 31, 2021), the Subscription Receipts will be deemed to be cancelled and their holders will be refunded the offering price of the Subscription Receipts and any interest earned thereon

Subsequent to June 30, 2021, PSQ received additional subscription agreements for the Offering, and on August 30, 2021 PSQ closed the Offering, having received subscription agreements for the full $6 million.

(ii) Completion of Amalgamation and Name Changes

Following completion of the Offering and the related TSXV approval of the QT, on August 31, 2021:

• PSQ, UI and Subco completed the Amalgamation, and UI and PSQ completed the Share Exchange.

• UI and Subco amalgamated and continued under the name of Clear Sky Recovery Solutions Inc. as a wholly owned subsidiary of PSQ.

PSQ intends to change its name to Universal Ibogaine Inc. in September, 2021.

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Results of Operations

Operating results reflect a net loss for the Q1-F2022 and Q1-F2021 periods as follows:

G&A expenses have been primarily for public company reporting costs and minor amounts related to software and office expenses, while business evaluation activities relate to searching for and evaluation of potential QT target businesses. G&A costs were higher in Q1-F2022 as they included an accrual for annual audit costs, which in F2021 were expensed when incurred in the Q2-F2021 period ended September 30, 2020.

Business evaluation expenses will vary each quarter based on the level of QT activity, and have included legal and consulting costs related to conducting due diligence review of the QT with UI, as well as drafting of the Amalgamation Agreement, Subscription Receipt agreements for the Offering, and the related TSXV Filing Statement and related TSXV submissions for the QT.

As at June 30, F2021, PSQ has capitalized financing costs of $60,976 related to legal fees incurred in the Q1F2022 period in connection with the Offering and the QT.

As all of the 1,400,000 historic stock options that were issued in June 2017 had immediate vesting (rather than future vesting entitlements), 100% of the resultant stock based compensation expense (“SBCE”) was recognized in PSQ’s initial year end March 31, 2018, rather than being deferred and amortized to expense over future periods. In Q3-F2021, SBCE of $19,400 was recorded on the 200,000 stock options (which had immediate vesting) which were issued in October 2020 to two members of the PSQ Board of Directors. As such, there was no SBCE recorded in the Q1-F2021 or Q1-F2020 periods.

Summary information from PSQ’s financial statements for each of the trailing 8 fiscal quarters is as follows:

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The fiscal periods are generally not comparable on a quarter to quarter basis, as the total expenses, and the resultant net loss, are generally a function of the level of QT related activity, which has fluctuated each quarter. For example, business evaluation expenses of $71,858 for Q4-F2021, $44,286 for Q3-F2021, $50,396 for Q2F2021 and $46,720 for the Q1-F2021 period were much higher than in previous quarters based on activity related to analyzing, negotiating, and preparing for the amalgamation and related financing of the proposed QT with UI. Activity related to the QT with UI started to expand in spring 2020.

The Q1-F2020 period ended June 30, 2019 had a higher level of G&A expenses primarily due to costs incurred for the annual audit of the year-end financial statements. Also, in the Q1-F2020 period ended June 30, 2019, PSQ incorrectly classified and expensed QT related legal fees totaling $10,408 as G&A, and this total was subsequently reclassified and expensed as business evaluation expenses in the Q2-F2020 period ended December 31, 2019.

Cash flows

The Company’s cash position (including funds held in trust) increased significantly to June 30, 2021 primarily due to:

• Net proceeds of $171,900 received through February 2021 from the Bridge Financing;

• The receipt of the $60,000 CEBA Loan in 2020;

• The receipt of $4,978,435 of funds held in trust pending completion of the Offering and the QT.

The total net changes in the Company’s cash position in the Q1-F2022 and Q1-F2021 periods were as follows:

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CEBA Loan payable

In September, 2020, PSQ received a $40,000 Canada Emergency Business Account loan (the “CEBA Loan”) under the Canadian Federal government’s Covid-19 support programs and an additional $20,000 advance was received by PSQ on December 21, 2020. A total of $20,000 of the CEBA Loan will be forgiven if $40,000 of the $60,000 balance is repaid by December 31, 2022, and if not repaid, the $60,000 CEBA Loan will be extended for an additional 3-year term bearing interest at 5% per year, payable monthly.

The CEBA Loan can be repaid at any time without penalty and if the term is extended, no principal payments will be required until December 31, 2025 when the full amount of the CEBA Loan will become due.

Liquidity and Capital Resources

PSQ’s net working capital position at the end of the most recent and prior quarter ends, was as follows:

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The significant increase in current assets and current liabilities at the current quarter is due to the receipt to June 30, 2021 of a cumulative total of $4,978,435 of funds which are currently held in trust under the terms of the Offering. PSQ closed the Offering on August 31, 2021 following completion of the Amalgamation following TSXV approval of the QT.

PSQ does not currently have any material commitments for operating leases on office premises or equipment.

Additional Disclosure - Outstanding Securities

The following table summarizes the number of common shares outstanding, and reserved, as at the current Quarter end June 30, 2021 and as at the date of the prior quarter ended March 31, 2021:

(i) The incentive stock options issued have a 10-year term to expiry and immediate vesting. Of the 1,150,000 current total outstanding, 950,000 (remaining of the 1,100,000 total that were originally issued in June 2017) have an exercise price of $0.10 per share, and 200,000 were issued in October 2020 with an exercise price of $0.20 per share.

As described above in the Outlook section, subsequent to June 30, 2021, PSQ (and its subsidiary Subco) closed a Subscription Receipt Financing on August 31, 2021 in connection with closing of the QT.

The total number of shares of the Resulting Issuer that are expected to become outstanding upon completion of the Amalgamation and the Offering are summarized in the TSXV Filing Statement related to the QT, which was filed on PSQ’s SEDAR profile on August 30, 2021.

Transactions with Related Parties

Except as noted below, PSQ did not conduct transactions in the F2021 or the F2020 periods with persons and entities who are classified as related parties based on them being Directors or executive officers of the Company.

PSQ management did not receive any form of cash or equity compensation in the 3-month periods ended June 30, 2021 and 2020. In October 2020, PSQ issued a total of 200,000 stock options to 2 of its 3 members of the Board of Directors, as compensation for their ongoing service to PSQ. These options had immediate vesting, an exercise price of $0.20 per common share, and an expiry date of October 2, 2030.

Accounts receivable at June 30, 2021 includes a total of $3,354 (March 31, 2021 - $3,354) which has been advanced to two executives of the Corporation. These amounts are non-interest bearing, with no specific terms of repayment.

Critical Accounting Estimates

PSQ’s financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Due to the fact that the Company has limited operations to date, there have been no significant judgments or estimates made by management in the application of IFRS that have a significant effect on its

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financial statements, other than estimates (related to share price volatility etc. as disclosed in the notes to the financial statements) involved in the calculation of SBCE.

Changes in Accounting Policies including Initial Adoption

There were no significant changes in accounting policies reflected in the Company’s financial statements for the current 3-month period ended June 30, 2021.

Recent accounting pronouncements which may affect the Company’s financial statements in the future are disclosed in note 4 to the audited consolidated financial statements for PSQ’s recent fiscal year ended March 31, 2021. There are currently no additional recent accounting pronouncements which are expected to significantly affect the Company’s financial statements in the future.

Risk Factors

Future Operations

PSQ is still in the early stages of developing its business plan. Its ability to generate ongoing future cash flows from operations will depend on its ability to complete the final stages of the QT, and then successfully bring the acquired business into commercial, revenue-generating operations.

PSQ anticipates that it will be able to generate both net income and cash from operations in future years based on its current business model; however this outcome cannot be predicted with certainty.

Completion of the QT

Although the QT has been approved by the TSXV and the Offering has now closed, there may still exist risk related to obtaining the final required approval from the TSXV which will permit a return to trading of the common shares of the Resulting Issuer.

Access to Financing Sources

It is expected that any potential businesses to be acquired by the Company in the future as part of its expansion plans will likely require significant equity and debt financings to fund its development.

The Company expects that it will have sufficient ongoing access to equity and debt financings, on commercial terms, to fund any required future capital and operating expenditures.

The Resulting Issuer also intends to commence to undertake future clinical trials research in Canada into the use of ibogaine for the treatment of opioid use disorders, which will require significant future equity financings or collaborations with research partners.

Management, consultants and staff

The Company’s success is currently dependent on the performance of a limited group of senior management and Board of Directors, and consultants. The loss of the services of such key persons, and those of the QT target, UI, could have an adverse effect on their businesses. There is no assurance that PSQ can maintain the services of qualified personnel that are required to operate and expand our business.

Internal and Disclosure Controls over Financial Reporting

As a “Venture Issuer”, the Company is exempted from providing certifications regarding its disclosure controls and procedures as well as regarding its internal control over financial reporting. The Company is required to file basic certificates, which it has done for the period ended June 30, 2021. The Company makes no assessment relating to the establishment and maintenance of (i) disclosure controls and

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procedures or (ii) internal control over financial reporting (as such terms are defined under Multilateral Instrument 52-109) as at June 30, 2021.

Additional Information

Additional information on the Company is available on the SEDAR public company website at www.sedar.com and on PSQ’s website at www.p2renewables.com.

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