Codebase Ventures : Interim MD&A

Codebase Ventures Inc.

Management's Discussion and Analysis

For the nine-month period ended September 30, 2021

DATE OF REPORT: NOVEMBER 23, 2021

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the condensed interim consolidated financial statements of Codebase Ventures Inc. (the "Company" or "Codebase") for the period ended September 30, 2021 and related notes attached thereto (the "financial statements"), which are prepared in accordance with International Financial Reporting Standards ("IFRS") and in according with International Accounting Standards 34 ("IAS 34") - Interim Financial Reporting. All amounts are expressed in Canadian dollars unless otherwise stated. References to notes are with reference to the condensed interim consolidated financial statements. Readers may also want to refer to December 31, 2020 audited financial statements.

FORWARD-LOOKING STATEMENTS

This MD&A, may contain forward-looking statements. Forward-looking statements are often, but not always, identified by words such as "believes", "may", "likely", "plans" or similar words. All statements, other than statements of historical fact, that address activities, events, or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements.

Forward-looking statements included or incorporated by reference in this document include, but are not limited to, statements with respect to:

1. the Company's acquisition strategy, including acquisition criteria and acquisition benefits.
2. expectations regarding the ability to raise capital to maintain and further its business interests.

Statements regarding the business and anticipated future financial performance of the Company involve risks and uncertainties. These risks and uncertainties may cause the Company's actual results to differ materially from those contemplated by the forward-looking statements. Factors that might cause or contribute to such differences include, among others, market price, continued availability of capital financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements. Investors are also directed to consider other risks and uncertainties discussed in the Company's required financial statements and filings.

It is the Company's policy that all forward-looking statements, if any, are based on the Company's beliefs and assumptions which are based on information available at the time these assumptions are made. The forward-looking statements are subject to change, and the Company assumes no obligation to publicly update or revise the statements to reflect new events or circumstances, except as may be required pursuant to applicable laws. Although management believes that the expectations represented by such forward-looking information or statements are reasonable, there is significant risk that the forward-looking information or statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate. Forward-looking information or statements contained in this MD&A, may include, but are not limited to, information or statements concerning management's expectations for the Company's ability to raise capital and meet its obligations.

Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward-looking information or statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties and other factors such as those described above and in "Risks and Uncertainties" below.

Page 1 of 32

OUTLOOK

The Company is focused on identifying and investing in fields where emerging, innovative technology has the potential to upend traditional institutions and deliver the greatest value to shareholders. The Company seeks out early-stage opportunities with outstanding talent and technology.

Bitcoin Outlook

Despite historical price volatility, Management believes that Bitcoin represents a digital store of value and the future of global digital currency. Our conviction in the use of Bitcoin as a digital store of value and international payment settlement system remains strong.

DESCRIPTION OF BUSINESS

Codebase Ventures Inc. is a hands-on team of financial and technology experts who invest early in great ideas. The Company operates from the understanding that technology is always evolving, bringing early opportunities for strategic investments that can deliver the exponential returns to shareholders. The Company's mandate is to seek out and empower the innovators who are building tomorrow's standards with platforms and protocols, not just products. The Company invests early, supporting founders to take their ideas to market and realize their vision. The Company is also involved in the business of utilizing specialized computer equipment to solve complex computational problems to validate transactions on the Bitcoin blockchain, commonly referred to as "Bitcoin Mining". The Company receives bitcoin in return for successful to the network.

The Company's website ishttps://www.codebase.ventures

The Company's subsidiaries are as follows:

		Country of	Percentage	Functional	Principal
Name of subsidiary	Abbreviation	Incorporation	Ownership	Currency	Activity
360 Blockchain USA Inc.	360 USA	USA	100%	USD	Inactive
SV Crypto Lab Inc.	SV Crypto	USA	80%	USD	Inactive
Blockchain Media Tech	Blockchain Media	USA		USD
LLC*	Tech	USA	100%	USD	Inactive
Token Media Tech LLC*	Token Media Tech	100%	Inactive
Code Cannabis Investments	Code Cannabis	CAN	100%	CAD	Inactive

*During the year ended December 31, 2020, Blockchain Media Tech and Token Media Tech were wound up by the Company. During the period ended September 30, 2021, Code Cannabis Investments Inc. was wound up by the Company.

The Company's registered address is 1780 - 355 Burrard Street, Vancouver BC, V6C 2G8.

DIGITAL ASSET INDUSTRY OVERVIEW

Bitcoin

Bitcoin is a digital currency that enables peer-to-peer transactions globally over the internet. Bitcoin is independent of any central authority, such as a bank or government. Instead, Bitcoin is governed by a preprogrammed algorithm called Secure Hash Algorithm 256 (SHA-256) that is backed by millions of computers across the world called "miners". Bitcoin miners record transactions and check their authenticity. While fiat currencies are controlled by central banks and governments, Bitcoin miners are spread out across the world and store transactions on the Bitcoin blockchain which is a digital public ledger that can be accessed by anyone. This global and transparent system is referred to as "decentralized control" as the management of Bitcoin does not have a central point of failure or attack. Unlike fiat currencies, which have an unlimited supply which is controlled by governments and central banks, the supply of Bitcoin is controlled by the SHA-256 to keep its availability scarce and total supply fixed. To date, approximately 18.8 million Bitcoin exist and only 21 million Bitcoin will ever exist. It is expected that all Bitcoin will be mined by 2140. Due to the scarcity and computational power required to mine Bitcoin, it is often referred to as "digital gold".

Page 2 of 32

Bitcoin Mining

Mining is the process of verifying Bitcoin transactions by solving a computationally difficult encrypted code, called a "hash". The hash rate is the number of attempts at solving the encryption code the equipment can process per second. Miners use equipment that produces a high hash rate, as it results in more attempts at solving the encrypted code. The average hash rate for a two-week period determines the network difficulty rate, which is set every two weeks. The network difficulty is a measure of how difficult it is to solve a block. This computational process of decrypting the code through hashing is referred to as proof of work. Bitcoin miners use Application Specific Integrated Circuit ("ASIC") computing chips to compete with each other to correctly solve the encryption code. The power and efficiency of the ASIC chip to produce a high number of hashes is essential to successfully mining. When a miner is successful in solving the code, a block containing transactions is validated and incorporated into the blockchain resulting in an economic incentive payment for the miner in the amount of 6.25 newly minted Bitcoin plus any fee payments attached to the transactions they store in the new block. This incentive payment halves approximately every four years, the most recent of which was the "halving" event which occurred on May 11, 2020.

OPERATIONAL HIGHLIGHTS - NINE MONTH PERIOD ENDED AND TO THE DATE OF THIS MD&A

On January 5, 2021, the Company announced that it was undertaking a non-brokered private placement of up to $2 million, consisting of up to 12,500,000 units at $0.16 per unit. Each unit consists of one common share and one warrant entitling the holder to subscribe for an additional common at a price of $0.22 for a period of two years from closing.

On January 8, 2021, the Company announced that its primary blockchain interest, Arcology, is progressing toward its second Testnet and the release of its software development kit as previously announced. Code currently holds a 30% interest in the private company that is developing Arcology, with an option to increase its interest to 51%. The Company also announced it is seeking additional blockchain investments which may include bit mining operations.

January 12, 2021, the Company announced that it extended the expiry date of 3,233,666 previously issued warrants for an additional 1 year. The warrants were originally issued February 12, 2019, with an original expiry date of February 12, 2021. The 3,233,666 warrants entitle the holder to purchase one common share of the Company at an exercise price of $0.50.

On January 12, 2021, the Company also announced that it had issued a total of 4,400,000 options pursuant to its incentive stock option plan ("Plan") to management, employees, and consultants. Each option entitles the holder to subscribe for one common share of the Company for $0.23 for a period of 5 years, subject to the terms of the Plan. Over the past quarter, 4,380,000 options have lapsed, been exercised or been cancelled.

On January 15, 2021 the Company announced that it has signed a $2.5 million (USD) definitive agreement as of January 14th, 2021, to acquire bit mining infrastructure based in the USA for long term revenue generation. Codebase's investment will deliver a first phase of 9,450 Terahash per second worth of mining rigs fully hosted in the USA. The Company has the option for a second tranche of an equal number of mining rigs for a period of one year.

This arms-length agreement calls for an initial cash payment of US$ 500,000 and the issuance of 4,000,000 common shares issued at a deemed price of $0.25 per share. All shares issued will be subject to a 4-month statutory hold period. As part of the transaction, the vendor will provide hosting and management services at an all-in price of US$0.075 per kilowatt hour for a period of 2 years. If the Company exercises its option to acquire a second tranche, a similar number of mining rigs will cost US $ 500,000 and US $750,000 to be paid by way of shares issued at the then current market price.

On January 18, 2021 the Company announced that it has recently negotiated an extension to its option to purchase another 21% of Arcology for another year by an investment of $1,000,000. If the company exercises that option, it would then own 51%.

On January 31, 2021 the Company announced that the Company's holding, Arcology, a cluster-computing-powered AI blockchain ecosystem with unlimited scalability, has successfully deployed version 2.0 of its Testnet. The launch of Testnet

2.0 is an important step toward the planned public release of Arcology's Mainnet, tentatively scheduled for summer 2021. As expected, Testnet 2.0 proves Arcology's ability to provide stable throughput and improved user experience and verification. This development follows the announcement of Testnet 1.0, in November, 2020, and fulfills the company's updated development roadmap, released in December 2020. Testnet 2.0 also includes the unveiling of Ammolite 1.0, Arcology's custom-built Python API, which allows developers to query blockchain data from browser, built wallet and other applications

Page 3 of 32

On February 3, 2021 the Company announced it has completed its previously announced non-brokered private placement (the "Financing"). The Company raised proceeds of $637,092 through the sale of 3,981,825 units. The Company paid finders fees to qualified finders of $30,094 and issued 188,110 broker warrants, which are on the same terms as the warrants forming part of the units. Securities issued as a result of closing of this final tranche will be subject to a statutory hold period until June 4, 2021. Insiders subscribed for a total of 225,000 units.

Each unit consists of one common share in the equity of the Company and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.22 per share until February 3, 2023, subject to the option of the Company to accelerate the expiry date in the event that its shares trade at $0.30 or more for 10 consecutive days.

On February 11, 2021, the Company announced that pursuant to the Company's January 15, 2021 announcement of its $2.5 million (USD) bit mining infrastructure acquisition, Codebase has received confirmation that the bitcoin mining rigs the Company has ordered have been processed and will commence shipping in the coming weeks to the Company's designated North American based mining facility.

On February 16, 2021, the Company announced that the Company's holding, Arcology, a next-generation AI blockchain ecosystem with proven scalability and speed, has published a portion of its source code on Github. The public release of this code demonstrates the team's confidence and commitment to openness, and broadcasts that they welcome feedback by third-party developers and other experts in the blockchain community. The news follows January's announcement that Arcology's Testnet 2.0 was successfully tested for speed, scale and stability.

On February 23. 2021, the Company announced that Arcology has released its improved version of CryptoKitties, the most popular game on the Ethereum blockchain. The game has been optimized to take advantage of Arcology's processing power and native ability to dynamically adjust to network demands. To simulate approximately nine months of gameplay, Zhang's team created five million user accounts that generated 2.5 million transactions running on 32 Ethereum Virtual Machines, or EVMs.

On March 16, 2021, announced the Company has engaged Jacob Chernoff to assist with their ongoing investments and operations within the Bitcoin Mining and Blockchain ecosystem. In addition, Mr. Chernoff will serve as a Strategic Advisor to the Company, joining Mr. Jeff Koyen and Mr. Laurent Zhang.

Jacob is a seasoned investor and entrepreneur, integrating aspects of traditional venture capital within the Blockchain and Cryptocurrency markets. With over six years of experience working with Blockchain developers and company management alike, Jacob will be essential in Codebase's plans to explore and capitalize on emerging market trends within the Blockchain ecosystem. In addition, Jacob has worked with a number of public companies - evaluating and revising Blockchain-based business proposals, raising seed capital, and deconstructing complex technical aspects of Blockchain and cryptography into an easily digestible format.

On March 18, 2021, the Company announced first tranche of 115 state of the art Canaan A1246 miners are to be delivered and operational in the coming weeks.

On April 1, 2021, the Company provided an update update on the continued development of the Company's proposed transdermal delivery technology for hydroxychloroquine (HCQ), as first announced in April 2020.

In recognition of the potential value of this legacy asset, and in light of the Company's current focus upon the blockchain and related emerging technology ecosystem, Code is investigating spinning out its interest in the transdermal delivery technology for HCQ. Details on any such spin out will be provided in the coming weeks as the Company explores deal structures with its partners to ensure Code shareholders benefit.

Codebase has a 49% interest in Glanis Pharmaceuticals Inc., an arms-length private company which holds provisional US patents for transdermal and oral mucosal delivery of hydroxychloroquine and chloroquine (CQ). The drug is FDA approved as a treatment against malaria, lupus, and rheumatoid arthritis. On the basis of positive results from the feasibility study, the parties are beginning the process from provisional to full patent.

April 6, 2021, the Company announced that the Company has invested in InstaCoin, a UK based NFT (non-fungible token) startup. Codebase's investment of £100,000 equates to a 50% share of the new London based NFT firm InstaCoin.

InstaCoin is positioned as the world's first self-serve social NFT platform. InstaCoin will allow users to connect their social

Page 4 of 32

profiles to the blockchain and create instant NFT tokens from their own content. Followers and fans connect in the open market for immediate sales. With a one-off cost of $1 per NFT, this simple streamlined model will aim at targeting the millions of existing social media users to create sales and drive revenue instantly as well as a lifetime commission model from the secondary markets.

On April 13, 2021 the Company announced that it has issued a total of 7,400,000 options pursuant to its incentive stock option plan ("Plan") to management, employees and consultants. Each option entitles the holder to subscribe for one common share of the Company for $0.265 for a period of 5 years, subject to the terms of the Plan.

On April 19, 2021, the Company provided an update on its recent investment in InstaCoin Technologies Ltd., a newly formed UK entity.

Following an extensive testing period, new NFT Application ("App"), InstaCoin has announced a global submission to the Apple store platforms with imminent release. The App which promises to simplify the creation of NFT assets from a user's social media has gone through extensive scale and blockchain testing as well as creating full language compatibility with the Chinese markets and European block.

On May 6, 2021, the Company announced that in the face of industry wide supply delays, the Company has amended its agreement for its previously announced bit mining infrastructure, providing certainty on timing, as well as greater profitability with the same number of rigs.

The amended agreement will see the Company receive, for the same price, 115 Bitmain Antminer S17+ 76Th replacing the previously announced Canaan A1246 miners. The new Bitmain rigs are comparable to the previously expected Canaan miners. The mining rigs will go into operation in New York State as previously planned, and all other terms of the original agreement remain the same.

Under current circumstances, Codebase determined that a new solution was required to gain certainty on timing due to microchip shortages, and as result the new bit mining infrastructure will be operational sooner than the originally announced equipment. In addition to the added benefits listed above, Bitmain remains one of, if not the most dominant and well- respected manufacturer of Bit Mining equipment in the industry.

On June 22, 2021, the Company announced that the Company's investment, Love Hemp Group Plc. has signed a major endorsement agreement with World Heavyweight Champion, Anthony Joshua.

On September 1, 2021, the Company announced that the Company has received confirmation of the completed delivery of all 115 Antminer S17+ 76Th Bit Mining units to their hosting facility in New York State. The Company's Bit Mining infrastructure is currently online and are generating revenue on an ongoing basis. In addition to the previously announced terms of acquiring the bit mining infrastructure, Codebase has the first right of refusal on an additional 5MW capacity, should the Company choose to expand their Bit Mining operations.

On September 24, 2021 the Company announced it has completed a first closing of a non-brokered private placement of up to $2,000,000. The Company accepted subscriptions for 6,075,000 units at a price of $0.105 per unit, for gross proceeds of $637,875. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at $0.15 for a period of two years from the date of closing, subject to the option of the Company to accelerate the expiry date in the event that its shares trade at $0.40 or more for 10 consecutive days.

The Company paid $21,840 in cash and issued 208,000 warrants on the same terms as noted above to a qualified finder. Securities issued pursuant to this tranche are subject to trading restrictions until January 25, 2022. Second tranche closing will take place on or before October 4th, 2021. Proceeds will be used for working capital and to fund future investments.

On October 4, 2021 the Company announced it has completed its previously announced non-brokered private placement (the "Financing"). The Company raised proceeds on this final tranche of $134,400 through the sale of 1,280,000 Units. The Company paid finders fees to a qualified finder of $6,720 and issued 64,000 broker warrants, which are on the same terms as the warrants forming part of the units. A total of 7,355,000 Units and 272,000 broker warrants were issued pursuant to the Financing.

Each unit consists of one common share in the equity of the Company and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of

Page 5 of 32