CIBT Education : Management's Discussion & Analysis

CIBT EDUCATION GROUP INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS UNLESS OTHERWISE STATED)

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2021

(in thousands of Canadian dollars except per share and share amounts)

CIBT EDUCATION GROUP INC.

(the "Company" or "CIBT")

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2021

The following Management's Discussion & Analysis ("MD&A") is prepared in accordance with Form 51-102F1 and should be read in conjunction with the condensed consolidated interim financial statements and related notes for the three months ended November 30, 2021 (the "Q1 2022 Financial Statements") which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The comparatives in this MD&A have been presented in accordance with IFRS. Additional information about the Company and its subsidiaries, including its annual information form, is available under the Company's profile on SEDAR (www.sedar.com).

FORWARD-LOOKING INFORMATION

This MD&A contains certain forward-looking statements, which relate to future events or the Company's future performance that include terms such as "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall" and similar terms. These statements involve known and unknown risks, uncertainties and other factors that are beyond the Company's control, which may cause actual results or events to differ materially from those anticipated in such forward-looking statements. In March 2020, the World Health Organization declared a global pandemic caused by the outbreak of the novel coronavirus, specifically identified as "COVID- 19". COVID-19 is continuing to have a global impact as new variants emerge, resulting in a series of restrictions being imposed and then lifted and then re-imposed depending on how many cases exist in specific locations around the world.

The forward-looking statements (and their underlying material factors or assumptions) in this MD&A include, without limitation, the following:

1. The Company expects that international student enrolment, which was significantly impacted by border closures, will start to increase during Fiscal 2022 (defined below): the underlying material factors or assumptions are that international students currently enrolled will likely continue with their programs despite new variants of COVID-19 emerging and that new enrollments of international students will increase to near pre-COVID-19 levels.
2. Development fees are expected to be a recurring source of revenues: the underlying material assumption is that the Company's real estate business will continue to expand.
3. Income producing properties values are expected to increase: the underlying material assumption is that real estate will continue to be seen as a strong investment class by investors and that reduced supply in the market will result in increases to property pricing.
4. The Company expects they will continue to meet obligations as they become due: the underlying material assumption is that the Company will continue to secure new equity or debt financing under reasonable terms and/or refinance existing borrowings as required.
5. The Company's plans for the proposed GEC® real estate projects: the underlying material factors or assumptions are that sufficient equity financing is raised from the investment community and that the applicable limited partnerships are able to secure new loans and to refinance existing loans upon their maturities to enable the purchase and development of the projects; that the relevant municipalities are receptive to the proposed building plans; that these projects can be built or acquired for a price determined reasonable by the Company and its investment partners; there are no significant government policy changes, and that there are no adverse impacts of COVID-19 leading to further delay for the properties under development and these projects can be completed in a reasonable amount of time as determined by the Company and the developers.

The Company believes the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this MD&A should not be unduly relied upon. These forward-looking statements apply as of the date of this MD&A, and the Company assumes no obligation to update or revise them to reflect new events or circumstances except as required by applicable securities law.

CIBT Q1 2022 MD&A |1

(in thousands of Canadian dollars except per share and share amounts)

Reference should also be made to the risks described herein under the heading "Risks Related to the Company's Business" for a discussion of these and other sources of factors underlying forward-looking statements and those additional risks set forth under the heading "Risk Factors" and elsewhere in the Company's annual information form for the year ended August 31, 2021 which is available under the Company's profile on SEDAR (www.sedar.com).

All figures are in thousands of Canadian dollars except share and per share data unless otherwise noted.

This MD&A has been prepared as of January 14, 2022. In this MD&A, the following terms have the meanings shown:

"Annual Financial Statements" means the Company's consolidated financial statements for Fiscal 2021. "Annual MD&A" means the Company's MD&A for the year ended August 31, 2021.

"Fiscal 2022" means the fiscal year ending August 31, 2022 "Fiscal 2021" means the fiscal year ended August 31, 2021 "Fiscal 2020" means the fiscal year ended August 31, 2020

"Q1 2022" means the three months ended November 30, 2021 "Q2 2022" means the three months ending February 28, 2022 "Q3 2022" means the three months ending May 31, 2022 "Q4 2022" means the three months ending August 31, 2022

"Q1 2021" means the three months ended November 30, 2020 "Q2 2021" means the three months ended February 28, 2021 "Q3 2021" means the three months ended May 31, 2021 "Q4 2021" means the three months ended August 31, 2021

NON-IFRS FINANCIAL MEASUREMENTS

The Company has included certain non-IFRS performance measures throughout this document including: (a) Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA"); (b) Adjusted EBITDA which is EBITDA adjusted for the gain (loss) on change in fair value of the Company's investment properties and the gain (loss) on change in fair value of derivative instruments; (c) Book Value per share ("BVPS"); and (d) gross margin ("Gross Margin") which is the difference between revenue and direct cost of sales, divided by revenue, expressed as a percentage. These non-IFRS financial measurements do not have any standardized meaning as prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Management uses EBITDA metrics to measure the profit trends of the business units and segments in the consolidated group since it eliminates the effects of financing decisions. Certain investors, analysts and others utilize these non-IFRS financial metrics in assessing the Company's financial performance. These non-IFRS financial measurements have not been presented as an alternative to net income (loss) or any other financial measure of performance prescribed by IFRS. Reconciliation of the non-IFRS measures have been provided on page 12 of this MD&A.

Date of Report - January 14, 2022

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CIBT Q1 2022 MD&A |2

(in thousands of Canadian dollars except per share and share amounts)

CIBT EDUCATION GROUP INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THREE MONTHS ENDED NOVEMBER 30, 2021

NATURE OF BUSINESS

CIBT is an education and student-centric rental apartment and real estate company focused on the Canadian and global education market since 1994. The Company's common shares are listed on the Toronto Stock Exchange (the "TSX") under the trading symbol "MBA" and quoted on United States OTCQX-International under the trading symbol "MBAIF".

The Company owns and operates a network of business, technical and language colleges in North America and Asia. Its real estate business provides rental housing in the Metro Vancouver area, British Columbia. The Company controls and is an investor in limited partnerships that own a network of serviced apartments and one hotel. Certain subsidiaries of the Company act as general partner and manager to these limited partnerships.

The Company's operating entities are as follows:

The Company's primary business units consist of three categories with Corporate (head office) as the supporting hub: Education related real estate: GECH; Education: SSCC, SSLC/VIC, GEA, and CIBT China; and Media: IRIX.

FIRST QUARTER HIGHLIGHTS

The COVID-19 pandemic continued to evolve and impact the Company in Fiscal 2021 as described in the Annual MD&A. During Q1 2022, restrictions continued to be lifted; however, in mid-December 2021, the spread of the Omicron variant of COVID-19 resulted in new restrictions on travel, limitations on size of gatherings and the closing of some businesses. The length of the most recent COVID-19 variant outbreak is unknown and may continue to cause general economic uncertainty in key global markets and a worsening of global economic conditions which may cause continued low levels of economic growth. At January 1, 2022, over 90% of Canadians 12 years and older have received their first vaccination dose, and more than 87% of Canadians have been fully vaccinated 1 and booster shots are now in the process of being administered. However,

1https://health-infobase.canada.ca/covid-19/vaccination-coverage/

CIBT Q1 2022 MD&A |3