CIBT Education : Management Discussion and Analysis

CIBT EDUCATION GROUP INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS UNLESS OTHERWISE STATED)

FOR THE YEAR ENDED AUGUST 31, 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 YEAR ENDED AUGUST 31, 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 consolidated financial statements and related notes for the year ended August 31, 2021 (the "Annual 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". The impact of the COVID-19 pandemic continues to evolve and the ultimate duration and magnitude of the impact on the economy and the Company's operations are not known at the date of this report.

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: the underlying material factors or assumptions are that international students currently enrolled will likely continue their education with the Company and that new enrollments of international students will increase to at least pre-COVID-19 levels.
2. The Company expects occupancy rates for GEC® Granville will continue to rebound towards pre-COVID-19 levels throughout Fiscal 2022 as the pent-up demand for business, leisure and study travels will drive an increase in occupancy: the underlying material factor is the time period needed for people to resume travel back to pre COVID- 19 levels.
3. 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.
4. 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.
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 impact 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 Fiscal 2021 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 financial 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 November 29, 2021. 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. "Fiscal 2019" means the fiscal year ended August 31, 2019.

"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.

"Q1 2020" means the three months ended November 30, 2019. "Q2 2020" means the three months ended February 29, 2020. "Q3 2020" means the three months ended May 31, 2020.

"Q4 2020" means the three months ended August 31, 2020.

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; 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 throughout this MD&A.

Date of Report - November 29, 2021

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CIBT Fiscal 2021 MD&A |2

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

CIBT EDUCATION GROUP INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR YEAR ENDED AUGUST 31, 2021

BUSINESS OVERVIEW

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 of these limited partnerships. The Company's operating entities are as follows:

Legal / Operating Entity	Business Description
Global Education City	Investment holding, development and management company with a focus on student
Holdings Inc. ("GECH")	centric real estate projects such as serviced apartments and hotels for domestic and
	international students as well as technology professionals in the Metro Vancouver
	area of British Columbia
Sprott Shaw College Corp.	Private career and technical training college offering diplomas and certificates in
("SSCC")	health care, tourism, hospitality, business, administrative, technical trades, and
	international studies in Canada
Sprott Shaw Language College	English as a Second Language College, offering accredited programs such as
("SSLC") and Vancouver	General English (ESL), College Preparation/Pathway, Business English, Medical
International College ("VIC")	English, English Language Test Preparation, Vacation English and Online English
	Career-training College, offering accredited programs in the following fields:
	Business Management, Customer Service, TESOL Teacher Training; Interpreting
	and Translation for Koreans and Online English Teacher Training
Global Education Alliance Inc.	Recruitment of international students and on-ground concierge services for elite
("GEA")	kindergarten, primary, secondary school and university students coming to study in
	North America
CIBT School of Business &	College program provider offering automotive technical training, English teacher
Technology Corp. ("CIBT	preparation, English as Second Language, and accounting programs in China
China")
IRIX Design Group Inc.	Design and advertising company which mainly services the real estate industry
("IRIX")

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.

FOURTH QUARTER AND FULL YEAR HIGHLIGHTS

The COVID-19 pandemic continued to evolve and impact the Company throughout Fiscal 2021 due to the restrictions on travel and social distancing requirements resulting in lower density on the Company's campuses, both of which also impacted occupancy at real estate rental units. The length of the COVID-19 outbreak across the globe 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 November 20, 2021, over 78% of Canadians have received their first vaccination dose, and more than 75% of Canadians have been fully vaccinated.1 However, Canada is currently in the fourth wave of the

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

CIBT Fiscal 2021 MD&A |3

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

pandemic with cases particularly affecting unvaccinated individuals resulting from the Delta variant. The British Columbia and Ontario governments have vaccine card programs in place to encourage vaccination and reduce the spread of COVID-19 by unvaccinated individuals allowing more businesses to open at higher occupancy levels. The pace of recovery once the COVID-19 outbreak is under control cannot be accurately predicted and may be slow. Canada reopened its border to non- essential travel for fully vaccinated visitors from the United States ("U.S.") in early August 2021 and from other countries in early September 2021. Since July 2021, international students who meet entry requirements such as holding study permits and being fully vaccinated, may be exempt from some of the quarantine and testing requirements making it easier for them to come and study in Canada.

To date, the most material economic impacts of COVID-19 on the Company include the following:

• Increased demand for domestic programs provided by SSCC have resulted in increased enrolment during Fiscal 2021 and increased revenues which are expected to continue in future periods.
• Lower revenues associated with decreased enrolment of international students and related services. Despite the broader travel restrictions, international students are now able to travel to Canada to attend CIBT schools as they have been verified as eligible schools. International students' preference to attend school in Canada may be influenced by the impact of COVID-19 in their country compared to Canada's lower infection rates and travel restrictions.
• Lower rental revenues resulting from compliance with health and safety regulatory bodies' social distancing guidelines at certain properties. Rental revenues at the Company's hotel property have been impacted by border closures and travel restrictions but with a steady recovery in the summer of 2021 into Q1 of Fiscal 2022 compared to 2020. While occupancy rates at most residential properties have recovered substantially from the initial decrease at the beginning of the pandemic, management does not expect that revenues will return to pre-pandemic levels until at least the end of calendar 2021. Rental rates at all rental properties returned to pre-COVID levels starting during the summer of calendar 2021.
• Support from the Government of Canada in the form of wage and rent subsidies has assisted in providing cash flows for subsidiaries most significantly impacted.

References to COVID-19 are made throughout this MD&A to describe significant changes in financial results.

Real estate portfolio and transactions

In May 2021, the Company formally started a marketing campaign for the sale of four GEC® properties through an exclusive listing with CBRE Limited, a leading Canadian and global real estate brokerage. The agreement expired at the end of August 2021; however, as a result of this marketing campaign the Company continues to receive offers. Management started this campaign as they believe that there was an opportunity for higher selling prices for the Company's properties given the strong demand and the low supply for income producing properties. These properties included GEC® Marine Gateway, GEC® Burnaby Heights, GEC® Pearson and GEC® Granville. The Company received several purchase offers; however, at August 31, 2021, there were no binding deals in place. The Company did not accept any of these offers as they did not believe they reflected the pre-COVID value of the properties. The Company continues to receive to consider new offers on these buildings and expects as rental income continues to recover that property valuations will increase. The decision to sell a property will be based on the price offered by potential buyers for each property and other terms and conditions relating to the future management of a property after any potential sale.

Except for GEC® Viva, the Company's subsidiaries hold equity in and control the limited partnerships that beneficially own the property comprising the Company's education related real estate projects.

GEC® Marine Gateway ("Project 11")

On October 27, 2020, a subsidiary of the Company purchased two fully occupied rental apartment buildings located in Metro Vancouver for a total purchase price of $48,500. These two buildings have the capacity to accommodate approximately 250 occupants, expected to be a mix of students and local residents, and the addition of this property to the GEC® property portfolio continues to allow the Company to support the demand for rental properties in Vancouver.

GEC® King Edward ("Project 2")

Construction commenced in January 2021, and, at the date of this report, construction was well underway with expected occupancy in September 2022 in time for the fall 2022 school semester. This will add approximately 180 beds to the Company's portfolio.

CIBT Fiscal 2021 MD&A |4