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BRIGHT GREEN CORP MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q/A)

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed financial statements
and the accompanying notes thereto included elsewhere in this Quarterly Report
on Form 10-Q/A and the financial statements and the accompanying notes thereto
included in our final prospectus (the "Prospectus") dated May 13, 2022 and filed
with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"). This
discussion contains forward-looking statements based upon current plans,
expectations, and beliefs, involving risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking
statements. You should review the sections titled "Special Note Regarding
Forward-Looking Statements" and "Risk Factors" in the Prospectus, our Quarterly
Report on Form 10-Q for the period ended March 31, 2022 and this Quarterly
Report on Form 10Q/A, for discussions of forward-looking statements and factors
that could cause actual results to differ materially from the results described
in or implied by the forward-looking statements contained in the following
discussion and analysis, and elsewhere in this Quarterly Report on Form 10-Q/A.
Our historical results are not necessarily indicative of the results that may be
expected for any period in the future.



Overview and History


Bright Green Corporation ("Company", "BGC", "we", "us", or "our") is one of the
first companies in the U.S. to receive conditional approval from the United
States Drug Enforcement Administration (the "DEA") to cultivate, manufacture and
sell cannabis through DEA-approved channels on terms agreed by both the DEA and
BGC. The DEA's Final Rule on the topic estimated that it would award between
three and fifteen companies with these registrations. BGC will produce cannabis
in full compliance with all federal, state, and local laws for the U.S.
government and pharmaceutical producers of medicinal cannabis products who
are
also licensed by the DEA.


BGC has been incorporated into the State of Delaware in April 2019. In October 2020, BGC and GGG completed the GGG Merger pursuant to the GGG Agreement. In
November 2020BGC and Naseeb completed the Naseeb Merger pursuant to the Naseeb Agreement.

BGC owns a 70-acre parcel of land, on agricultural property, which includes a
completed 22-acre greenhouse structure. The Company also owns a 40-acre parcel
of land nearby, and holds options for two additional 300-acre properties which
are adjacent to the owned properties (one is known as the "Candelaria" property,
and the other is known as the "Azuz" property). Once the project is completed,
the existing 22-acre greenhouse will be used to cultivate non-cannabis herbs and
medicinal plants.



BGC entered into the Memorandum of Agreement with the DEA (the "MOA") in May of
2021 following the DEA's determination that BGC's application materials appeared
consistent with the statutory and regulatory framework. The MOA outlines how BGC
will work with the DEA to facilitate the production, storage, packaging, and
interstate distribution of federally legal cannabis.



The MOA provides a path to Bright Green for full federal registration to grow in
New Mexico and distribute across the United States, any (or all) of the
following Schedule I controlled substances: "Marihuana Extract" (7350) and
"Marihuana" (7360). The MOA further provides BGC may sell such products to
licensed researchers and registered manufacturers in the U.S. and
internationally, and may use such product for internal product development and
research. Complementary licenses for the same purpose have also been issued by
the State of New Mexico under the New Mexico Board of Pharmacy to BGC. The MOA
also anticipates BGC will grow cannabis for its own research and product
development efforts, which may include the bulk manufacturing of marijuana
extracts and highly purified cannabinoids and derivatives.



In addition to the existing greenhouse, BGC will be undergoing new construction
to establish a state-of-the-art facility headquartered on our property in
Grants, NM. First, we will retrofit the 22-acre existing greenhouse to make it
operational. This renovation is underway and we expect it to be completed in
June 2022. Within the first 10- acres of that existing greenhouse retrofit, we
will include a two-acre University Greenhouse to begin housing our cannabis
research, development, cultivation and manufacturing operations. This greenhouse
facility will have production capacity for 50,000 cannabis plants at all times
of differing maturity levels. Additionally, we estimate we will harvest
approximately 300,000 mature plants per year (with multiple harvests per year).
The University Greenhouse will house our research and development facility
pursuant to potential partnership and other arrangements with leading U.S.
universities.



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BGC is constructing two additional greenhouses on the Candelaria and the Azuz
properties. Each of these will be 57 acres and are substantially larger and will
take longer to build than the retrofit of the existing greenhouse.



Our new construction facilities will include automated robotics like the Visser robot transplanter, as well as automated cultivation systems to optimize growth at every stage of plant development. In addition, they will include the following technological innovations:



  ? Technologically advanced greenhouse design, which allows for maximum
    environmental control, cost-efficiency, and a low carbon footprint;

? Ecologically sustainable cultivation methodology and practices in harmony

with from New Mexico unique climate, using naturally available resources;

? Large-scale cultivation to provide a constant and secure supply for

researchers and the pharmaceutical industry;

? A patented air ventilation system, which uses ambient physical properties to

generate optimal indoor conditions based on data-driven growth

strategy, with minimum energy consumption, which in turn allows the highest yield

    and quality of crop in the shortest time;
  ? Ebb-flood irrigation to enable the use of mildew resistant cultivars;
  ? Fully-implemented pest/disease scouting system;
  ? Controlled output through Pharma grade drying and extraction;

? Extraction and separation techniques allowing specific combinations of

cannabinoids and other properties of cannabis for targeted therapies; and

  ? Tamper-proof track & trace and record keeping system.




Once completed, the newly constructed fully automated facilities will be
developed to grow medicinal plants, including cannabis. Upon receipt of final
registration from the DEA as described above, we plan to cultivate and
manufacture cannabis for federally sanctioned research, as well as perform
authorized research on cannabis, including but not limited to CBN, CBG, and CBD.
We also plan to leverage our cultivation, research, and manufacturing facilities
to develop and commercialize approved medical cannabis products to sell to DEA
registered pharmaceutical producers.



Our approximate budget is as follows for the capital construction project:

? The Company is continuing to renovate existing greenhouses and will hire

$5,000,000 costs in 2022 to make the greenhouses operational. This will

also contain the university greenhouse within the first 10 acres. The budget

because it’s about $8,500,000whose $6,500,000 should be

committed in 2022 and the rest $2,000,000 in 2023.

? Phase 1 greenhouse (“Candelaria”), plus corridor, total 234,230 m2

(about 57 acres) has a budget of about $160,000,000whose

$1,750,000 should be launched in 2022, $118,250,000 in 2023 and the

remaining $40,000,000 in 2024.

? Greenhouse Phase 2 (“Azuz”), plus corridor, total 234,230 m2 (about 57

acres) has a budget of approximately $105,000,000whose $1,000,000 is

should be launched in 2022, $84,000,000 in 2023 and the rest

$20,000,000 in 2024.

? The tissue laboratory turnkey installation and advice plus CO2 extraction

the installation has a budget of approximately $19,200,000 and will start and

    be completed in 2023.




Cumulatively, of the total expected expenditures of $297,700,000, $14,250,000 is
expected to be incurred in 2022, $223,450,000 in 2023, and the remaining
$60,000,000 in 2024.



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Project                         Total Spend          2022             2023              2024
Existing Greenhouse
(including University
Greenhouse)                    $  13,500,000     $ 11,500,000     $   2,000,000
Phase I - Candelaria           $ 160,000,000     $  1,750,000     $ 118,250,000     $ 40,000,000
Phase II - Azuz                $ 105,000,000     $  1,000,000     $  84,000,000     $ 20,000,000
Tissue Lab                     $  19,200,000                      $  19,200,000
Total:                         $ 297,700,000     $ 14,250,000     $ 223,450,000     $ 60,000,000



All timing and expense estimates are subject to change due to supply chain constraints and dependent on successful capital raising from investors.

BGC will engage in cannabis propagation, cultivation, and manufacturing of
cannabis products including cannabis flower, pre-rolls, concentrates, vape pens,
capsules, tinctures, edibles, topicals and any other cannabis-related products
requested for authorized sales. BGC plans to sell mostly extracted oils from
medicinal plants grown in these high-tech facilities and processed onsite
through a proprietary system that vertically integrates the genetically altered
growth of the plants to conform to automated growing systems.



Recent Developments



May 2022 Private Placement



On May 3, 2022, the Company consummated a private placement transaction, whereby
the Company issued an aggregate of 300,000 shares of common stock at a purchase
price of $10.00 per share, to two accredited investors, each of whom were
existing shareholders of the Company, for gross cash proceeds of $3,000,000.



The Company relied upon the exemption provided by Section 4(a)(2) and/or Rule
506 of Regulation D of the Securities Act in connection with issuance and sale
of the securities described above. The persons who acquired these shares were
sophisticated investors and were provided full information regarding the
Company's business and operations. There were no general solicitations in
connection with the offer or sale of these securities. The persons who acquired
these securities acquired them for their own accounts.



Direct listing of ordinary shares




On May 17, 2022, we completed a direct listing of our common stock (the "Direct
Listing"), on the Nasdaq Capital Market ("Nasdaq") under the symbol "BGXX." We
incurred fees related to financial advisory service, audit, and legal expenses
in connection with the Direct Listing and incurred approximately $4,000,000 in
general and administrative expenses during the six months ended June 30, 2022.
In addition, in connection with the Direct Listing, and pursuant to a financial
advisory agreement by and between the Company and EF Hutton, division of
Benchmark Investments, LLC (the "Advisor") dated April 8, 2022, we issued the
Advisor, or its permitted designees, an aggregate of 1,574,490 shares of common
stock in connection with the Direct Listing. The shares were issued by the
Company's transfer agent on June 3, 2022.



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June 2022 Shareholder line of credit




On June 5, 2022, the Company and the Lender, a member of the board of directors,
entered into an unsecured line of credit in the form of a note (the "June
Note"). The Note provides that the Company may borrow up to $5.0 million,
including an initial loan in the amount of $3.0 million, through June 4, 2025
(the "June Note Maturity Date") from Lender. Lender has committed to fund to the
Company $3.0 million under the June Note by June 30, 2022. Prior to the June
Note Maturity Date, the Company may borrow up to an additional $2.0 million
under the June Note, at Lender's sole discretion, and subject to the Company's
request of such additional funds form Lender (each loan furnished under the June
Note individually, a "Loan," and collectively, the "Loans"). The Company has the
right, but not the obligation, to prepay any Loan, in whole or in part, prior to
the June Note Maturity Date. Interest on the unpaid principal amount of any Loan
accrues through the earlier of the June Note Maturity Date or the date of
prepayment on such Loan, at a rate of 2% per annum plus the Prime Rate (the rate
of interest per annum announced from time to time by JPMorgan Chase Bank as its
prime rate). If the principal and interest, if any, of any Loan is not paid in
full on the Maturity Date, additional penalty interest will accrue on such Loan
in the amount of 2% per annum.



From June 30, 2022the company had taken $2.0 million. In July 2022the Company drew another $1.0 million.

Impact of Coronavirus (“COVID-19”)

The outbreak of COVID-19, a novel strain of coronavirus first identified in
China, which has spread across the globe including the U.S., has had an adverse
impact on our operations and financial condition. Most recently, the response to
this coronavirus by federal, state and local governments in the U.S. has
resulted in the significant market and business disruptions across many
industries and affecting businesses of all sizes. This pandemic has also caused
significant stock market volatility and further tightened capital access for
most businesses. Given that the COVID-19 pandemic and its disruptions are of
unknown duration, they could have an adverse effect on our liquidity and
profitability.



The ultimate magnitude of COVID-19, including the extent of its impact on our
financial and operational results, which could be material, will depend on the
length of time that the pandemic continues, its effect on the demand for our
products and our supply chain, the effect of governmental regulations imposed in
response to the pandemic, as well as uncertainty regarding all of the foregoing.
We cannot at this time predict the full impact of the COVID-19 pandemic, but it
could have a larger material adverse effect on our business, financial
condition, results of operations and cash flows beyond what is discussed within
this quarterly report.


See the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q/A and our Final Prospectus for further discussion of the potential impact of the COVID-19 pandemic on our business.

Impact of conflicts in Eastern Europe




In late February 2022, Russian military forces launched significant military
action against Ukraine. Sustained conflict and disruption in the region is
likely. The aggregate impact to Eastern Europe and Europe as a whole, as well as
actions taken by other countries, including new and stricter sanctions by the
United States, Canada, the United Kingdom, the European Union, and other
countries and organizations against officials, individuals, regions, and
industries in Russia, Belarus and Ukraine, and each country's potential response
to such sanctions, tensions and military actions, is not knowable at this time,
and could have a material adverse effect on the Company, its business and
operations.



Results of Operations


This section includes a summary of our historical operating results, followed by detailed comparisons of our results for the three and six months ended. June 30, 2022 and June 30, 2021.

The Company has not started commercial operations but has incurred expenses in
connection with corporate and administrative matters, upkeep of acquired
properties for future growing, processing and distribution of medical plants,
and improvements to those properties. These expenses include stock-based
compensation for services rendered, legal and audit fees, and property-related
expenses such as depreciation, insurance and taxes. As a result, the Company
reported a net loss both reporting periods.



Three and six months ended June 30, 2022 compared to three and six months ended
June 30, 2021.



Revenue:


We are a start-up company and have not generated any revenues for the three and
six months ended June 30, 2022 and 2021. We can provide no assurance that we
will generate sufficient revenues from our intended business operations to
sustain a viable business operation. In order to generate revenues, we must
first receive receipt of final registration from the DEA as described above
and
begin



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Operating Expenses:



We incurred operating expenses in the amount of $19,181,093 for the three months
ended June 30, 2022, as compared with $431,471 for the same period ended 2021.
We incurred operating expenses in the amount of $19,907,439 for the six months
ended June 30, 2022, as compared with $941,012 for the same period ended 2021.
Our operating expenses for all periods consisted entirely of general and
administrative expenses and depreciation. The detail by major category within
General and administrative expenses for the three months ended June 30, 2022 and
2021 is reflected in the table below.



                                       Three Months Ended                       Six Months Ended
                                June 30, 2022       June 30, 2021       June 30, 2022       June 30, 2021
Share based compensation       $    14,578,468              30,000     $   
14,578,468             130,000
Professional fees                    4,069,967             166,336           4,532,173             324,017
Travel                                 120,691                   -             132,337                   -
Other expenses                          88,370               5,812              99,435              20,372
Licenses                                70,335               5,635              81,658              10,935
Insurance                               33,602               8,927              46,903              28,043
Property taxes                          14,498              18,080              28,997              35,593
Land option                             10,500               9,250              21,000              19,250
Total general and
administrative expenses        $    18,986,431             244,040     $    19,520,971             568,210
Depreciation                           194,662             187,431             386,468             372,802
Total operating expenses       $    19,181,093             431,471     $   
19,907,439             941,012




The increase of $18,742,391 and $18,952,761 in our general and administrative
expenses for the three and six months ended June 30, 2022, respectively, versus
the same periods ended 2021 is largely the result of increased spending on share
based compensation to service providers and executives and professional fees
associated with the Direct Listing.



We expect our general and administrative expenses to increase in future quarters
as we continue with our reporting obligations with the SEC and the increased
expenses associated with increased operational activity, which is expected
for
the balance of the year.


Cash and capital resources




As of June 30, 2022, the Company had cash of $178,973 compared to $1,282,565 as
of December 31, 2021. The decrease of $1,103,592 in cash was mainly from the use
of funds for the construction in progress. This decrease was offset by cash
received from the sales of common stock of $3,050,000 and drawn down on the
Related Party Line of Credit of $2,000,000. Since its inception, the Company has
incurred net losses and funded its operations primarily through the issuance of
equities and an advance from a director. As at June 30, 2022, the Company had a
total stockholders' equity of $5,941,428 (December 31, 2021 - $8,220,399).



The Company is in its initial stages to start building facilities to grow,
research and distribute medical plants. The Company has incurred recurring
losses from operations, and as at June 30, 2022, had an accumulated deficit of
$26,321,183 (December 31, 2021 -$6,413,744) and a negative working capital of
$1,611,420 (December 31, 2021 - working capital of $1,282,829). The Company has
also drawn down an additional $1,000,000 on the Related Party Line of Credit
subsequent to June 30, 2022. The Company has sufficient working capital,
inclusive of the ability to drawn down an additional $2,000,000 on the Related
Party Line of Credit to pay its operating expenses for a period of at least 12
months from the date the condensed financial statements were authorized to be
issued. The Company's continued existence is dependent upon its ability to
continue to execute its operating plan and to obtain additional debt or equity
financing. The Company has developed plans to raise funds and continues to
pursue sources of funding that management believes, if successful, would be
sufficient to support the Company's operating plan. During the three months
ended June 30, 2022, the Company raised $3,000,000 through common stock
issuances. The Company's operating plan is predicated on a variety of
assumptions including, but not limited to, the level of product demand, cost
estimates, its ability to continue to raise additional financing and the state
of the general economic environment in which the Company operates. There can be
no assurance that these assumptions will prove accurate in all material
respects, or that the Company will be able to successfully execute its operating
plan. In the event that the Company is not able to raise capital from investors
in a timely manner, the Company will explore available options, including but
not limited to, an equity backed loan against the property. In the absence of
additional appropriate financing, the Company may have to modify its plan or
slow down the pace of development and commercialization.



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The Company does not have any short or long-term contractual purchases with
suppliers for future purchases, capital expenditure commitments that cannot be
cancelled with minimal fees, non-cancelable operating leases, or any commitment
or contingency that would hinder management's ability to scale down operations
and management expenses until funding is raised.



Inflation



Although our operations are influenced by general economic conditions, we do not
believe that inflation had a material effect on our results of operations during
the six months ended June 30, 2022.



Off-balance sheet arrangements




We have not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources and would be considered
material to investors.


Significant Accounting Policies and Estimates




The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates based on historical experience and various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily available apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. For a detailed discussion about the Company's
significant accounting policies, refer to Note 3 "Summary of Significant
Accounting Policies," in the Company's financial statements included in this
Quarterly Report on Form 10-Q/A. During the six months ended June 30, 2022, no
material changes were made to the Company's significant accounting policies.



Accounting election of the JOBS law

We are an emerging growth company, as defined in the JOBS Act. The JOBS Act
provides that an emerging growth company can take advantage of an extended
transition period for complying with new or revised accounting standards. This
provision allows an emerging growth company to delay the adoption of some
accounting standards until those standards would otherwise apply to private
companies. We have elected to use the extended transition period under the JOBS
Act until the earlier of the date we (1) are no longer an emerging growth
company or (2) affirmatively and irrevocably opt out of the extended transition
period provided in the JOBS Act. As a result, our financial statements may not
be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.

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