Eden Empire Inc. (EDEN)

[AISI304]

Eden Empire (CNSX: EDEN): Management's Discussion and Analysis for the Six Months ended January 31, 2021 - Dated: March 29, 2021

https://webfiles.thecse.com/sedar_filings/00049922/2103291812151532.pdf

"On October 7, 2019, the Company entered into an option agreement (the “Michigan Option”) to purchase all of the
issued and outstanding shares of Actium Botanicals, Incorporated (“Actium”). Actium is in the process of applying for
facility licenses at two locations: its Battle Creek facility and Stronach facility in Michigan, USA. Pursuant to the Actium
Option, the vendor agrees to use reasonable best efforts for Actium to obtain the required licenses, consents and
approvals to initiate the operations of the facilities."

"The Company paid a non-refundable deposit of $20,000 with respect to the Michigan Option, which may be applied
against future payments due under the option. The Michigan Option is valid for a period of one year, and may be
extended for up to an additional year at the cost of US$1,666.67 for each month extended.

As the purchase price for the Michigan Option, and until such time as the Company makes the Option Termination
Payment, the Company shall make payments in an amount equal to 4% of the amount of all gross receipts actually
received by Actium at the Battle Creek and Stronach facilities, due within 45 days after each calendar quarter, until
payment of the Option Termination Payment. The “Option Termination Payment” is a one-time payment to the vendor
of US$5,000,000.

The Michigan Option provides that, concurrently with its execution, the Company and Actium will enter into a service
agreement and a lease for the real estate owned by Actium and an affiliate of the vendor, on which the Stronach Facility
is situated (the “Stronach Lease”). Pursuant to the service agreement, the Company will provide certain services to
support Actium’s operation of the Battle Creek and Stronach facilities prior any exercise of the Michigan Option.

OUTLOOK

The Company’s current goal is to become the most prominent cannabis company in North America. The Company
intends to grow organically in Canada and expand throughout the United States. The Company intends to accomplish
this goal through organic growth and expansion, including acquisitions to allow it to grow vertically, horizontally and to
increase market share. The Company intends to make acquisitions and investments in other entities for the strategic
growth of its business operations with its major focus on the United States."