G6 Materials : Management Discussion and Analysis

G6 MATERIALS CORP.

Management Discussion and Analysis

For the six months ended November 30, 2021

This Management Discussion and Analysis ("MD&A") of G6 Materials Corp. (the "Company" or "G6") provides analysis of the Company's financial results for the six months ended November 30, 2021 and 2020. The following information should be read in conjunction with the condensed interim consolidated financial statements and notes for the six months ended November 30, 2021, which are prepared in accordance with International Financial Reporting Standards. All amounts are expressed in US dollars unless otherwise noted. Canadian dollars are indicated by the symbol "C$".

This discussion contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this MD&A, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with the marketing and sale of securities, the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors with certain other projects, and the volatility of the Company's common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

There are many important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, but are not limited to, risks related to the Company's current and proposed business such as failure of the business strategy, stable supply prices, demand and market prices for the Company's products; demand and value of the Company's intellectual property; government regulations; risks related to the Company's operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, reliable supply chains; risks related to the Company and its business generally such as potential exposure to tax under Canadian and US income tax laws, laws and regulations relating to cross-border mergers and acquisitions, infringement of intellectual property rights, product liability, environmental protection, currency exchange rates and conflicts of interest.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward- looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

1.1 DATE OF REPORT

This report is prepared as of January 28, 2022.

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1.2 COMPANY OVERVIEW

G6 Materials Corp., formerly known as Graphene 3D Lab Inc. (the "Company" or "G6"), was incorporated pursuant to the British Columbia Business Corporations Act on January 17, 2011. On August 8, 2014, the Company acquired Graphene 3D Lab (U.S.) Inc. ("Graphene 3D U.S.") through a reverse acquisition/takeover transaction ("Transaction"). The historical operations, assets and liabilities of Graphene 3D U.S. are included as the comparative figures as at and for the period ended May 31, 2014, which is deemed to be the continuing entity for financial reporting purposes. Graphene 3D U.S. was incorporated on September 3, 2013 in the State of Delaware, U.S.A.

On August 11, 2014, the Company's common shares resumed trading on the TSX Venture Exchange ("TSX-V") under the symbol "GGG." On October 7, 2014, the Company began trading on OTCQB, the venture marketplace for entrepreneurial and development stage companies operated by OTC Markets Group, under the symbol "GPHBF".

Graphene 3D U.S. is a C-corporation, organized on September 3, 2013 under the laws of the State of Delaware. The founders of the corporation include Daniel Stolyarov, Ph.D., the current President & CEO and Elena Polyakova, Ph.D., the former Co- CEO. Founding team members have many years' worth of combined experience in 3D printing, material production, R&D, and the commercialization of new materials. Graphene 3D U.S. was initially a spinout of Graphene Laboratories Inc. ("Graphene Laboratories" or "GLI"). On August 12, 2015, the Company entered a Share Exchange Agreement ("SEA") to acquire all of the issued and outstanding shares of GLI. This transaction was reviewed and accepted for filing by the TSX Venture Exchange and closed on December 8, 2015. Graphene Laboratories now operates as a wholly owned subsidiary of the Company.

On January 23, 2020, the Company changed its name from Graphene 3D Lab Inc. to G6 Materials Corp. ("G6"). The Company's shares continue to trade on the TSX-V under the same ticker symbol "GGG".

On August 25, 2021 ("Closing Date"), the Company acquired 100% interests in GX Technologies, LLC ("GX Technologies").

1.3 NATURE OF BUSINESS

G6 Materials Corp. is a technology company creating value through the development of innovative graphene-based solutions. Historically, it has been in the business of developing, manufacturing, and marketing proprietary products based on graphene and other advanced materials. The Company's target industries include but are not limited to aerospace, automotive, healthcare, marine, medical prosthetics and various branches of the military.

In 2020, the Company shifted its primary strategic focus to pursuing the large market opportunity created by the global coronavirus pandemic with respect to the sale of air purification and filtration products. Based on graphene having extraordinary antiviral and antibacterial properties, the Company recognized that it was well positioned to play a unique role in satisfying customer demand for existing air filtration products while also developing advanced purification products to address a gap in the market by applying its graphene-based expertise.

The Company's most active subsidiary over its history has been the wholly owned Graphene Laboratories Inc. ("Graphene Labs"). Graphene Labs has grown to offer over 100 graphene and related products to a large client list of historical customers worldwide, including Fortune 500 technology companies and major research universities. Some of the Company's notable historical clients are NASA, Ford, GE, Apple, Xerox, Samsung, Harvard University, IBM and Stanford University. In addition, the Company is engaged in developing high performance composites to be used in the pharmaceutical and biotechnology industries.

Graphene is a novel material with a variety of outstanding properties. It is currently available in the market at various grades, with performance characteristics such as mechanical strength and conductivity improving with fewer atomic layers. Graphene Labs' patented manufacturing process provides separation and enrichment of graphene nanoplatelets allowing improving the quality of graphene nanoplatelets.

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The Company also currently has five US patents granted and four patent applications filed. The patent applications and the granted patents cover technology for graphene manufacturing and applications as well as for non-graphene related technology.

More specifically, and presented alphabetically, the Company operates in the following areas:

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Air Purification and Hygiene Products

In 2020, the Company shifted its primary strategic focus to pursuing the large market opportunity created by the global coronavirus pandemic with respect to the sale of air purification and filtration products. The Company is offering these products under the trademark "G6 Wellness®" duly registered by US Patent and Trademark Office.

Based on graphene having extraordinary antiviral and antibacterial properties, the Company recognized that it was well positioned to play a unique role in satisfying customer demand for existing air filtration products while also developing advanced purification products to address a gap in the market by applying its graphene-based expertise. The Company has filed a provisional patent application No. US20210346831A1 that covers the method of manufacturing the graphene oxide based antiviral coating. Currently, the Company is working on the commercialization of this technology and developing consumer products and systems based on this concept. The Company engaged an independent testing laboratory to perform various microbial tests of the air purifier prototype being developed, which were announced as having a 99.9% efficacy rate against randomly selected pathogenic microorganisms. The Company is currently working with a manufacturer partner overseas to make the air purifier to be sold in the US market. It is also planning to obtain all necessary government accreditations and certifications necessary to start offering this new product in US.

Conductive Epoxies

Through research and development, the Company has been able to create innovative products with unique properties by using a proprietary mix of high-performance carbon fillers to achieve superb electrical and mechanical properties for electrically conductive epoxies. The Company's specialty adhesive epoxies are well suited for use in the aerospace, automotive, electronics and communication industries, among others. The company is working with several large European manufacturers in the field of flexible electronics and sensors and helping them to adopt the properties of the products to their manufacturing processes. Adhesive materials produced by the company are distributed under the G6-EpoxyTM trade name and can be purchased at:

https://g6-epoxy.com/.

High Performance Composites

The Company develops advanced composite material formulations based on graphene additives. The graphene additives developed by the Company are used to improve the performance of fiber composite laminates, including carbon fiber and fiberglass composites. Such composites are used in various industries including but not limited to construction, automotive and aerospace. In particular, the Company has developed formulations for carbon fiber and fiberglass laminated composites for use in marine vessels and their structures. When compared to other composite materials commonly used for shipbuilding, laminated composites enhanced with graphene have much better fatigue resistance, better shock absorbent properties and lower water absorption rates, thereby improving a vessel's resilience in the harsh sea environment and extending its service life. The Company is planning to pursue this commercial opportunity to market these novel material formulations to shipbuilders in the US and aboard. The specifications and technical information about these materials could be found on the Company's web site at: https://g6-materials.com/advanced-materials-and-composites/

R&D Materials

Graphene Supermarket (Graphene R&D Materials): The Company's suite of graphene products is available online at the Graphene Supermarket e-commerce platform (www.graphene-supermarket.com). G6 is a world leader in the development, manufacturing and marketing of graphene and other advanced materials as well as composites based on these nanomaterials. These diverse materials have a wide spectrum of commercial, research and military applications.

Graphene Enrichment Process Patent

The company was granted the US Patent US 11,104,577 pertaining to the preparation and separation of the atomic layers of graphene. This technological breakthrough represents a new, energy efficient and chemically efficient process to manufacture, sort and classify graphene nanoparticles, thereby resulting in the potential for large-scale production of high-grade graphene. This patent relates to graphene nanoplatelets ("GNP"). Specifically, the patent covers a new, energy efficient and chemically non-invasive process that significantly lowers the cost of preparing and separating high-quality GNPs that is only a few atomic layers thick.

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1.4 HIGHLIGHTS OF EVENTS OCCURING DURING AND SUBSEQUENT TO THE SIX- MONTH PERIOD ENDING NOVEMBER 30, 2021

Corporate Developments

On September 7, 2021, the Company announced the results of the antimicrobial efficacy test on a prototype of G6's proprietary graphene-based air purifier (the "Lab Test") conducted by a US-based microbiological laboratory of The Intertek Group plc. The test showed that the concentration of pathogenic microorganisms present in the testing chamber was reduced by 99.9% over the duration of the experiment. Two different pathogens were randomly chosen to be tested under each experiment, which were the E. coli bacteria and the Phi-X174 bacteriophage. The duration of the Lab Test was set to two hours.

On September 9, 2021, the Company's President and Chief Executive Officer, Daniel Stolyarov, issued a letter to shareholders highlighting the Company's pivotal year and outlining its near-term goals. On September 27, 2021, the Company announced that updates had been made to its corporate website and investor presentation, the enhancements of which reflected the Company's financing closing, acquisition of GX Technologies and increased corporate activity.

On November 29, 2021, the Company announced that it had successfully installed and commenced the use of a new pilot-scale graphene oxide reactor (the "New Reactor") at its facility in Ronkonkoma, New York. The New Reactor significantly increases the Company's graphene oxide production capacity five-fold. The Company expects the graphene oxide produced to be used in the manufacturing of G6's products, including but not limited to air purifiers and graphene-enhanced resins and composites.

On December 1, 2021, the Company announced that its wholly owned subsidiary, Graphene Laboratories, Inc., is opening new location in Cerritos, California. The new location is a 3,895 square foot office and warehouse facility located at 16220 Manning Way in Cerritos, California, and will be mainly used as a distribution center for the Company's products. In addition, the Company has also engaged the services of a California-basedthird-party logistics company to increase its distribution capacity.

On December 14, 2021, the Company announced that its wholly owned subsidiary, Graphene Laboratories, Inc., recently received ISO 9001 certification ("ISO 9001") for its manufacturing facility in Ronkonkoma, New York. Obtaining ISO 9001 was a prerequisite for G6 to enter into an exclusive five-year supply agreement with a global microconnector company headquartered in Europe. Although the terms of the agreement are confidential, the Company's client is well known in the design, manufacture and sale of flexible printed circuits. Pursuant to the terms and conditions of the agreement, G6 shall supply its products for a variety of smartcard applications.

On January 17, 2022, the Company announced that its wholly owned subsidiary, Graphene Laboratories, Inc., had entered into a Testing Services Agreement with the U.S. Army Engineer Research & Development Center in Vicksburg, Mississippi. The Company will assess the ability of graphene oxide materials to solve environmental challenges through the adsorptive removal of contaminants.

Financial Update

On August 25, 2021 ("Closing Date"), the Company acquired 100% interests in GX Technologies, LLC ("GX Technologies"). Pursuant to the terms of the agreement, as payment, the Company issued 25,000,000 common shares ("Consideration Shares") to the shareholders of GX Technologies. On Closing Date, the fair market value of the Consideration Shares was $0.11 (C$0.14) per common share. The Consideration Shares will be released from escrow over a period of 28 months from the Closing Date as following vesting schedule:

Vesting Date		Consideration shares
4 -month from Closing date (December 25, 2021)	5,000,000
10	-month from Closing date (June 25, 2022)	5,000,000
16	-month from Closing date (December 25, 2022)	5,000,000
22	-month from Closing date (June 25, 2023)	5,000,000
28	-month from Closing date (December 25, 2023)	5,000,000
Total		25,000,000

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The following table summarizes the allocation of the purchase price and related acquisition costs to the fair value of the assets acquired and liabilities assumed of GX Technologies at the date of acquisition:

Purchase price (25,000,000 common shares)	$	2,759,818
Total cost of acquisition	$	2,759,818
Accounts payable and accrued liabilities	$	(16,938)
Intangible asset		2,776,756
Net identifiable assets acquired	$	2,759,818

1.5 RESULTS OF OPERATIONS

Six months ended November 30, 2021 compared with the six months ended November 30, 2020

During the six months ended November 30, 2021, the Company reported a net loss of $1,181,459 compared to a net loss of $196,567 in 2020. The increase in net loss was primarily the result of lower sales of air purification products and the increases in the cost of goods sold, salaries and benefits , professional fee, marketing and investor relations and office and administration expenses partially offset by the sales of intellectual property, consulting services, air purification products and hygiene products.

Research and development expenditures are summarized as follows (expressed in US dollars, unless otherwise noted):

				Quarter		Quarter		Quarter		Quarter			Quarter			Quarter			Quarter			Quarter
				ended		ended		ended		ended			ended			ended			ended			ended
				Nov 30,		Aug 31,		May 31,		Feb 28,			Nov 30,			Aug 31,			May 31,			Feb.29,
				2021		2021		2021		2021			2020			2020			2020			2020
		R&D personnel (recovery)	25,288	26,967	(15,154)	15,132		21,559		18,461		8,023		9,231
		R&D equipment and	29,347	15,862	79,445	7,212		1,145		350		438		724
		supplies
		Patent registration expense	-	35,645	22,647	4,720		7,685		2,420		15,285		1,786
		Total R&D expenses		(1)54,635		(2)78,474		(3)86,938		(4)27,064		(4)30,389		21,231		(5)23,746		(5)11,741

1. During the quarter ended November 30, 2021, the Company increased its expenditures on R&D equipment and supplies expense primarily due to the preparation for expansion into new product lines.
2. During the quarter ended August 31, 2021, the Company increased its expenditures on patent registration expense primarily due to the preparation and development of business expansion.
3. During the quarter ended May 31, 2021, the Company increased its expenditures on R&D equipment and supplies primarily due to the preparation of business expansion yet partially offset by the reallocation of R&D personnel costs into direct labour cost in cost of goods sold.
4. During the quarter ended February 28, 2021 and November 30, 2020, the Company increased its expenditures on R&D personnel primarily due to the receipt of a one-time US$220,000 cash payment related to the License and Option Agreement, the payment of which is not expected to recur over the next two years.
5. During the quarters ended February 29 and May 31, 2020, the Company continued its cost reduction efforts that were initiated several quarters previously. As a result, the costs of R&D personnel and related equipment and supplies continued to decrease as the Company focused its efforts on revenue generating activities.

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