INDVR Brands Inc. - AGM Information 2020

==> picture [469 x 137] intentionally omitted <==

NOTICE OF ANNUAL AND SPECIAL MEETING TO BE HELD ON APRIL 29, 2020 AND MANAGEMENT INFORMATION CIRCULAR

MARCH 25, 2020

CANNABIS ONE HOLDINGS INC.

("Corporation")

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS (the "Notice")

NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of shareholders of the Corporation (the " Shareholders ") will be held via conference call on Wednesday, April 29, 2020 at 3:00 p.m. (Mountain time) at 1-866-206-9769 (North American callers) or 1-303-317-4148 (International callers) to:

(a) receive and consider the financial statements of the Corporation for the financial year ended January 31, 2019, as audited by Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accounts, together with the auditors' report thereon;
(b) appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors of the Corporation and authorize the board of directors of the Corporation (the " Board ") to fix the auditors' remuneration and terms of engagement;
(c) fix the number of directors at five and elect as directors for the forthcoming year the nominees proposed by management of the Corporation;
(d) consider, and if deemed appropriate, to pass an ordinary resolution providing for the required annual re-approval of the Corporation's stock option plan, as more particularly described in the accompanying Information Circular; and
(e) transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

This Notice of Meeting is accompanied by the Information Circular and a form of proxy (the " Proxy Instrument ").

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof is March 25, 2020 (the " Record Date "). Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof.

A shareholder of the Corporation may attend the Meeting in person or may be represented by proxy. Registered shareholders of the Corporation who are unable to attend the Meeting or any adjournment(s) thereof in person are requested to date, sign and return the accompanying Proxy Instrument for use at the Meeting or any adjournment(s) thereof.

To be effective, the enclosed Proxy Instrument must be returned to the Corporation's transfer agent, Odyssey Trust Company (" Odyssey ") by: (i) mail using the enclosed return envelope; or (ii) hand delivery to Odyssey at Odyssey Trust Company, 323, 409 Granville Street, Vancouver, British Columbia, V6C 1T2. All instructions are listed on the enclosed Proxy Instrument. Your proxy or voting instructions must be received in each case no later than 2:00 p.m. (Pacific time) on April 27, 2020 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of any adjournment to the Meeting.

If you are a non-registered beneficial shareholder, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your shares.

ii -

DATED at Denver, Colorado this 25th day of March, 2020.

BY ORDER OF THE BOARD

(signed) " Jeffery A. Mascio " Jeffery A. Mascio Chief Executive Officer

==> picture [469 x 137] intentionally omitted <==

CANNABIS ONE HOLDINGS INC.

(the "Corporation")

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the " Information Circular ") is dated March 25, 2020 and is furnished in connection with the solicitation of proxies by and on behalf of the management of the Corporation (" Management ") for use at the annual and special meeting (the " Meeting ") of shareholders of the Corporation (the " Shareholders ") to be held via conference call on Wednesday, April 29, 2020 at 3:00 p.m. (Mountain time) at 1-866-206-9769 (North American callers) or 1-303-317-4148 (International callers) for the purposes set out in the notice of Meeting (the " Notice ") accompanying this Information Circular.

Unless otherwise indicated, all references to "$" or "US$" in this Information Circular refer to United States dollars and all references to "C$" in this Information Circular refer to Canadian dollars.

SOLICITATION OF PROXIES

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Class A subordinate voting shares (the " Subordinate Voting Shares ") and the Class B super voting shares (the " Super Voting Shares ") in the capital of the Corporation, held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

These securityholder materials are being sent to both registered and non-registered owners of Subordinate Voting Shares and Super Voting Shares (collectively, the " Shares "). If you are a nonregistered owner of Shares, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding Shares on your behalf.

Accompanying this Information Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting (a " Proxy "). Each Shareholder who is entitled to attend at meetings

of Shareholders is encouraged to participate in the Meeting and all Shareholders are urged to vote on matters to be considered in person or by proxy.

Unless otherwise stated, the information contained in this Information Circular is given as of March 25, 2020. All time references in this Information Circular are references to Denver time.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper Proxy to Odyssey Trust Company (" Odyssey ") by: (i) mail using the enclosed return envelope; or (ii) hand delivery to Odyssey at Odyssey Trust Company, 323, 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

The persons named as proxyholders in the Proxy accompanying this Information Circular are directors or officers of the Corporation, or persons designated by management of the Corporation, and are representatives of the Corporation's management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the management nominee designated in the Proxy may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person's name in the blank space provided in the accompanying Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to Odyssey, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Proxy should notify such alternative nominee of the appointment, obtain the nominee's consent to act as proxy, and provide instructions on how the Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the Proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the Proxy).

In order to validly appoint a proxy, Proxies must be received by Odyssey in each case no later than 2:00 p.m. (Pacific time) on April 27, 2020 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of any adjournment to the Meeting. After such time, the chairman of the Meeting may accept or reject a Proxy delivered to him in his discretion but is under no obligation to accept or reject any particular late Proxy.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Corporation or Odyssey at 323, 409 Granville Street, Vancouver, British Columbia, V6C 1T2, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the chairman of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

Also, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chairman before the proxy is exercised) and vote in person (or withhold from voting).

Signature on Proxies

The Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxy how to vote his, her or its Shares by completing the blanks on the Proxy.

The Shares represented by the enclosed Proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. In the absence of such direction, such Shares will be voted FOR THE RESOLUTIONS DESCRIBED IN THE PROXY AND FURTHER SET OUT IN THIS INFORMATION CIRCULAR. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. Unless otherwise stated, the Shares represented by a valid Proxy will be voted in favour of the election of director nominees set forth in this Information Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Shares may be voted in favour of another nominee in the proxyholder's discretion. As at the date of this Information Circular, Management knows of no such amendments or variations or other matters to come before the Meeting.

Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who hold their Shares through brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Shares in their own name (" Beneficial Shareholders ") should note that only Proxies deposited by Shareholders who are registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and Odyssey for the Shares as registered Shareholders) will be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Shares will, in all likelihood, not be registered in the Shareholder's name. Such Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers (or their agents and nominees) are prohibited from voting shares for the broker's clients. Subject to the following discussion in relation to NOBOs (as defined herein), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (" NOBOs ") are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e- mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (" OBOs ") are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice, this Information Circular and a voting instruction form or a Proxy, as applicable (collectively, the " Meeting Materials "), directly to NOBOs and indirectly through intermediaries to OBOs. NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials indirectly through intermediaries to NOBOs and OBOs. The Corporation will pay the fees and expenses of intermediaries for their services in delivering Meeting Materials to NOBOs and OBOs in accordance with NI 54-101.

If Odyssey has sent Meeting Materials directly to a NOBO, such NOBO's name and address and information about its holdings of Shares have been obtained from the intermediary holding such shares on the NOBO's behalf in accordance with applicable securities regulatory requirements. As a result, any NOBO of the Corporation can expect to receive a voting instruction form from Odyssey. NOBOs should complete and return the voting instruction form to Odyssey in the envelope provided. Odyssey will tabulate the results of voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by such voting instruction forms.

Applicable securities regulatory policy requires intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings on Form 54-101F7 – Request for Voting Instructions Made by Intermediaries (" Form 54-101F7 "). Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting or any adjournment(s) or postponement(s) thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to attend at the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Information Circular. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically mails a voting instruction form in lieu of the form of proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Broadridge will then provide aggregate voting instructions to Odyssey, which tabulates the results and provides appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment or postponement thereof.

All references to Shareholders in this Information Circular and the accompanying Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Shareholders are entitled to receive notice and attend and vote at the Meeting, either in person or by proxy. The voting securities of the Corporation consist of an unlimited number of Subordinate Voting Shares and an unlimited number of Super Voting Shares. As of March 25, 2020 (the " Record Date "), the Corporation had issued and outstanding 51,901,743 Subordinate Voting Shares, and 3,171,591 Super Voting Shares convertible into 31,715,910 Subordinate Voting Shares.

The Subordinate Voting Shares are "restricted securities" within the meaning of such term under applicable Canadian securities laws. As of the Record Date, the Subordinate Voting Shares represent approximately 62.07% of voting rights attached to outstanding securities of the Corporation and the Super Voting Shares represent approximately 37.93% of voting rights attached to outstanding securities of the Corporation.

Holders of Subordinate Voting Shares are entitled to notice of and to attend at any meeting of the Shareholders, except a meeting of which only holders of another particular class or series of shares of the Corporation have the right to vote. At each such meeting, holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held.

Holders of Super Voting Shares are entitled to notice of and to attend at any meeting of the Shareholders, except a meeting of which only holders of another particular class or series of shares of the Corporation have the right to vote. At each such meeting, holders of Super Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted, which for greater certainty, currently equals ten votes per Super Voting Share held.

In the event of a take-over bid, the holders of the Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Super Voting Shares pursuant to the terms of a Coattail Agreement (the " Coattail Agreement ") entered into between the Corporation and certain of the holders of the issued and outstanding Super Voting Shares. The Coattail Agreement is designed to prevent transactions that would otherwise deprive the holders of the Subordinate Voting Shares of rights under applicable provincial take-over bid legislation to which they would have been entitled if the Super Voting Shares had been Subordinate Voting Shares.

The close of business on March 25, 2020 has been fixed as the record date for the determination of Shareholders entitled to receive notice of the Meeting and any adjournment(s) thereof. Accordingly, only Shareholders of record on the Record Date are entitled to vote at the Meeting or any adjournment(s) thereof.

To the knowledge of the directors and officers of the Corporation, as of the Record Date, no person beneficially owns or exercises control over, directly or indirectly, more than 10% of the outstanding voting securities of the Corporation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out securities authorized for issuance under equity compensation plans of the Corporation as at January 31, 2019.

Plan Category	(a) Number of securities to be issued upon exercise of outstanding Options, warrants and rights	(b) Weighted-average exercise price of outstanding Options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securityholders	200,000	$0.35	8,361,765
Equity compensation plans not approved by securityholders	nil	nil	nil
TOTAL	200,000	$0.35	8,361,765

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Except as disclosed below, no individual is, or at any time during the most recently completed financial year of the Corporation was, a director or executive officer of the Corporation, and no proposed nominee for election as a director of the Corporation, or any associate of any such director, executive officer or proposed nominee: (i) is or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries; or (ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries:

In 2015 Cannabis One Holdings U.S., Inc. (" Cannabis One US ") entered into a promissory note agreement with a company who has a common director relating to the operation of a fast food restaurant. Loan interest is due on the unpaid principal at a rate of 10% per annum and is secured by the assets of the debtor company. The unpaid principal and interest was payable to Cannabis One US in annual installments of $52,760, beginning November 15, 2016 and continues through November 15, 2020. As of December 2, 2019, the promissory note agreement was paid in full.
The contractual payments, including principal and interest, due to the Corporation as a result of its ownership of Cannabis One US are as follows:

Year	Amount
2016	$52,760
2017	$52,760
2018	$52,760
2019	$52,760
2020	$52,760
Total payments due	$263,800
Less: interest portion	$(63,800)
Loan receivable (principal)	$200,000

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described herein, to the knowledge of the Corporation, no "informed person", proposed director, or any associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since January 31, 2019 or in any proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries. An "informed person" means, among others, (i) a director or executive officer of the Corporation or of a subsidiary of the Corporation, (ii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (iii) a reporting issuer that has purchased, redeemed, or otherwise acquired any of its securities, for so long as it holds any of its securities.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as disclosed in this Information Circular, no director or executive officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any of the persons who have been directors or executive officers of the Corporation since the commencement of the Corporation's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting (other than the election of director).

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure of compensation earned by certain executive officers and directors of the Corporation in connection with their office or employment with the Corporation is made in accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations (" NI 51-102 "). Disclosure is required to be made in relation to "Named Executive Officers" (as defined below).

For the purpose of this Information Circular:

" CEO " means each individual who acted as chief executive officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year;

" CFO " means each individual who acted as chief financial officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year; and

" Named Executive Officer " or " NEO " means: (a) a CEO; (b) a CFO; (c) the Corporation's most highly compensated executive officers or the most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers for that financial year; and (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity at the end of the most recently completed financial year.

During the financial year ended January 31, 2019, the Corporation had two Named Executive Officers, namely Jeffery A. Mascio, Chief Executive Officer; and Ryan Atkins, Chief Financial Officer.

The following table (presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers) sets forth all annual and long term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2019 and 2018, excluding compensation securities.

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year	Salary,	Bonus			Value of all
				Committee	Value of
							Total
		consulting
						other
	Ended	fee, retainer,	($)	or meeting	perquisites	compensatio	compensation
		commission		fees	($)	n ($)	($)
		($)		($)

Jeffery A. Mascio CEO, Chairman and Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Ryan Atkins(1) CFO	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Dr. Darrick Payne, MD Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Bradley Harris (2) Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Frank Sur(3) Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Joshua Mann President and Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Christopher Fenn(4) Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Bernard S. Radochonski II(5) Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
C. Regan Hauptman(6) Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Theresa Mohan(1) Interim CFO	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil

Notes:

(1) Mr. Atkins transitioned to the role of General Counsel and Ms. Mohan was appointed Interim CFO of the Corporation effective May 28, 2019.

(2) Mr. Harris resigned as a director of the Corporation effective March 21, 2020.

(3) Mr. Sur was appointed as a director of the Corporation effective June 14, 2019.

(4) Mr. Fenn resigned as a director of the Corporation effective October 23, 2019.

(5) Mr. Radochonski resigned as a director of the Corporation effective June 14, 2019.

(6) Mr. Hauptman was appointed as a director of the Corporation effective March 25, 2020.

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued to each NEO and director by the Corporation in the financial year ended January 31, 2019 for services provided or to be provided, directly or indirectly, to the Corporation:

Compensation Securities

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of	Number of	Date of	Issue,	Closing	Closing	Expiry
		compensation
		securities			price of	price of
		, number of	issue, grant		security or	security or
	compen-	underlying	or	conversion	underlying	underlying
	sation	securities and	modification	or exercise	security on	security at	Date
	security	, percentage of	(dd/mm/yy)	price	date of grant	year end	(dd/mm/yy)
		class		($)	($)	($)
Jeffery A. Mascio CEO, Chairman and Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Ryan Atkins(1) CFO	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Dr. Darrick Payne, MD Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Bradley Harris(2) Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Frank Sur(3) Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Joshua Mann President and Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Christopher Fenn(4) Director	Stock Options	100,000 options, exercisable into 100,000 Subordinate Voting Shares, representing 0.12% of the issued and outstanding Shares	May 11, 2018	0.35	0.28	0.60	May 11, 2023
Bernard S. Radochonski II(5) Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
C. Regan Hauptman(6) Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Theresa Mohan(1) Interim CFO	n/a	n/a	n/a	n/a	n/a	n/a	n/a

Notes:

(1) Mr. Atkins transitioned to the role of General Counsel and Ms. Mohan was appointed Interim CFO of the Corporation effective May 28, 2019.

(2) Mr. Harris resigned as a director of the Corporation effective March 21, 2020.

(3) Mr. Sur was appointed as a director of the Corporation effective June 14, 2019.

(4) Mr. Fenn resigned as a director of the Corporation effective October 23, 2019.

(5) Mr. Radochonski resigned as a director of the Corporation effective June 14, 2019.

(6) Mr. Hauptman was appointed as a director of the Corporation effective March 25, 2020.

10 -

The total number of compensation securities, and underlying securities, held by each NEO and director as of January 31, 2019 are:


	Type of compensation	Number of compensation	Number of underlying
Name and position
	security	securities	securities


Jeffery A. Mascio CEO, Chairman and Director	n/a	n/a	n/a
Ryan Atkins(1) CFO	n/a	n/a	n/a
Dr. Darrick Payne, MD Director	n/a	n/a	n/a
Bradley Harris(2) Director	n/a	n/a	n/a
Frank Sur(3) Director	n/a	n/a	n/a
Joshua Mann President and Director	n/a	n/a	n/a
Christopher Fenn(4) Director	Stock Options	100,000	100,000
Bernard S. Radochonski II(5) Director	n/a	n/a	n/a
C. Regan Hauptman(6) Director	n/a	n/a	n/a
Theresa Mohan(1) Interim CFO	n/a	n/a	n/a

Notes:

(1) Mr. Atkins transitioned to the role of General Counsel and Ms. Mohan was appointed Interim CFO of the Corporation effective May 28, 2019.

(2) Mr. Harris resigned as a director of the Corporation effective March 21, 2020.

(3) Mr. Sur was appointed as a director of the Corporation effective June 14, 2019.

(4) Mr. Fenn resigned as a director of the Corporation effective October 23, 2019.

(5)

Mr. Radochonski resigned as a director of the Corporation effective June 14, 2019.

(6) Mr. Hauptman was appointed as a director of the Corporation effective March 25, 2020.

11 -

During the financial year ended January 31, 2019, the following stock options or other compensation securities were exercised by any director or NEO of the Corporation:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of
						Difference
			Exercise		Closing
						between
		Number of					Total value
						exercise
		Underlying		Date of	price of	rice and	on exercise
	compen-	securities	price per	Exercise	security on	p closing price	date ($)
	sation	exercised	security ($)		date of	on date of
	security				exercise ($)	exercise ($)


Jeffery A. Mascio CEO, Chairman and Director	nil	n/a	n/a	n/a	n/a	n/a	n/a
Ryan Atkins(1) CFO	nil	n/a	n/a	n/a	n/a	n/a	n/a
Dr. Darrick Payne, MD Director	nil	n/a	n/a	n/a	n/a	n/a	n/a
Bradley Harris(2) Director	nil	n/a	n/a	n/a	n/a	n/a	n/a
Frank Sur(3) Director	nil	n/a	n/a	n/a	n/a	n/a	n/a
Joshua Mann President and Director	nil	n/a	n/a	n/a	n/a	n/a	n/a
Christopher Fenn(4) Director	nil	n/a	n/a	n/a	n/a	n/a	n/a
Bernard S. Radochonski II(5) Director	nil	n/a	n/a	n/a	n/a	n/a	n/a
C. Regan Hauptman(6) Director	nil	n/a	n/a	n/a	n/a	n/a	n/a
Theresa Mohan(1) Interim CFO	nil	n/a	n/a	n/a	n/a	n/a	n/a

Notes:

(1) Mr. Atkins transitioned to the role of General Counsel and Ms. Mohan was appointed Interim CFO of the Corporation effective May 28, 2019.

(2) Mr. Harris resigned as a director of the Corporation effective March 21, 2020.

(3) Mr. Sur was appointed as a director of the Corporation effective June 14, 2019.

(4) Mr. Fenn resigned as a director of the Corporation effective October 23, 2019.

(5) Mr. Radochonski resigned as a director of the Corporation effective June 14, 2019.

(6) Mr. Hauptman was appointed as a director of the Corporation effective March 25, 2020.

External Management Companies

None of the NEOs or directors of the Corporation have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Corporation to provide executive management services to the Corporation, directly or indirectly.

12 -

Employment, Consulting and Management Agreements

The Corporation does not have any contracts, agreements, plans or arrangements that provide for payments to a director or NEO.

The Corporation does not have any contracts, agreements, plans or arrangements that provide for payments to a director or NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in an NEO's responsibilities.

Oversight and Description of Director and Named Executive Officer Compensation

The Corporation currently does not pay directors who are not employees or officers of the Corporation for attending directors' meetings or for serving on committees. The Corporation has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Corporation for their services as directors, for committee participation, or for involvement in special assignments during the most recently completed financial year. None of the Corporation's directors have received any cash compensation for services provided in their capacity as directors during the Corporation's most recently completed financial year.

Benefit, Contribution, Pension, Retirement, Deferred Compensation and Actuarial Plans

The Corporation currently has no defined benefit, defined contribution, pension, retirement, deferred compensation or actuarial plans for its officers or directors of the Corporation.

STATEMENT OF CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of Management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. Under the Canadian Securities Administrators' National Instrument 58-101 – Disclosure of Corporate Governance Practices (" NI 58-101 "), the Corporation is required to disclose certain information relating to its corporate governance practices.

Board of Directors

The Board facilitates its exercise of independent judgment in carrying out its responsibilities by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Board requires Management to provide complete and accurate information with respect to the Corporation's activities and to provide relevant information concerning the industry in which the Corporation operates in order to identity and manage risks. The Board is responsible for monitoring the Corporation's officers, who in turn are responsible for the maintenance of internal controls and management information systems.

The Corporation currently has two non-executive directors who the Corporation believes to be independent within the meaning of NI 58-101. The two independent directors of the Corporation are Frank Sur and C. Regan Hauptman. Jeffery A. Mascio, who serves as Chief Executive Officer, and Chairman of the Corporation, Joshua Mann, who serves as President of the Corporation, and Dr. Darrick Payne, MD, who serves as Vice President of Compliance are not considered to be independent.

Directorships

None of the proposed directors of the Corporation currently hold directorships in other reporting issuers.

13 -

Orientation and Continuing Education

Each new director is given an outline of the nature of the Corporation's business, its corporate strategy and current issues within the Corporation. New directors are also required to meet with Management to discuss and better understand the Corporation's business and are given the opportunity to meet with counsel to the Corporation to discuss their legal obligations as director of the Corporation.

In addition, Management takes steps to ensure that its directors and officers are continually updated as to the latest corporate and securities policies which may affect the directors, officers and committee members of the Corporation as a whole. The Corporation continually reviews the latest securities rules and stock exchange policies. Any such changes or new requirements are then brought to the attention of the Corporation's directors either by way of director or committee meetings or by direct communications from Management to the directors.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. Further, the Corporation's auditor has full and unrestricted access to the Audit Committee (as defined below) at all times to discuss the audit of the Corporation's financial statements and any related findings as to the integrity of the financial reporting process.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

Compensation Committee

The Board has established a standing compensation committee (the " Compensation Committee "), which is comprised of two directors, one of whom is "independent", as that term is defined in NI 58-101. The members of the Compensation Committee are Joshua Mann (chair) and Frank Sur. The Compensation Committee fulfills its responsibilities by performing the following primary functions: (i) monitoring the performance of the Board and its standing committees; and (ii) overseeing the development and regular assessment of the Corporation's compensation structure for directors and members of senior management. The Compensation Committee is also tasked with annually reviewing and assessing the performance goals and objectives relevant to the Chief Executive Officer, the Chief Financial Officer and other members of senior management, and determining appropriate compensation following such review and assessment.

Other Board Committees

In addition to the Compensation Committee and the Audit Committee, the Board has the following standing committees:

14 -

Corporate Governance Committee

The Board has established a standing corporate governance committee (the " Corporate Governance Committee "), which is comprised of three directors, two of whom are "independent", as that term is defined in NI 58-101. The members of the Corporate Governance Committee are Frank Sur (chair), C. Regan Hauptman and Joshua Mann. The Corporate Governance Committee fulfills its responsibilities by performing the following primary functions: (i) monitoring the composition of the Board and its standing committees; (ii) overseeing the development and regular assessment of the Corporation's approach to corporate governance issues, and ensuring that such approach supports the effective functioning of the Corporation with a view to the best interests of the Corporation; and (iii) the development and regular assessment of the performance of senior management. The Corporate Governance Committee is also tasked with annually reviewing and assessing the performance goals and objectives relevant to the Chief Executive Officer, the Chief Financial Officer and other members of senior management, and recommending any changes to such goals and objectives to the Board for consideration. The Corporate Governance Committee is also responsible for reviewing and assessing the Corporation's succession plan for the Chief Executive Officer, Chief Financial Officer and other members of senior management.

Regulatory and Public Policy Committee

The Board has established a standing regulatory and public policy committee (the " Regulatory and Public Policy Committee "), which is comprised of three directors, one of whom is "independent", as that term is defined in NI 58-101. The members of the Regulatory and Public Policy Committee are Dr. Darrick Payne (chair), Frank Sur and Joshua Mann. The Regulatory and Public Policy Committee is responsible for evaluating the Corporation's policies and procedures related to legal, regulatory, and industry compliance in the Corporation's operations and monitoring social, political, economic, and environmental trends and related public policy issues that affect or could affect the Corporation's business activities, performance, and public image. In carrying out its mandate, the Regulatory and Public Policy Committee is responsible for: (i) reviewing and discuss all of the Corporation's regulatory compliance matters with management of the Corporation; (ii) monitoring and discussing with the Board any social, political, economic, and environmental trends and related public policy issues that affect or could affect the Corporation; and (iii) reporting and making recommendations to the Board on such areas of regulatory compliance, social responsibility or political strategy as are considered appropriate.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and Management and the strategic direction and processes of the Board and committees.

AUDIT COMMITTEE

Composition of the Audit Committee

The audit committee of the Board (the " Audit Committee ") assists the Board in fulfilling its responsibilities for oversight of financial and accounting matters. The Audit Committee reviews the financial reports and other financial information provided by the Corporation to regulatory authorities and its shareholders and reviews the Corporation's system of internal controls regarding finance and accounting including auditing, accounting and financial reporting processes.

15 -

As at the date of this Information Circular, the following are the members of the Audit Committee:

Name of Member	Independent(1)	Financially Literate(2)
Dr. Darrick Payne, MD	No	Yes
Frank Sur	Yes	Yes
Joshua Mann	No	Yes

Notes :

(1) A member of the Audit Committee is independent if he or she has no direct or indirect 'material relationship' with the Corporation. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment. An executive officer of the Corporation, such as the President or Secretary, is deemed to have a material relationship with the Corporation.
(2) A member of the Audit Committee is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

Relevant Education and Experience

Each member of the Audit Committee has experience relevant to his or her responsibilities as an Audit Committee member.

Frank Sur

Frank Sur is a partner of Gowling WLG (Canada) LLP in Calgary, Alberta. Mr. Sur acts for public and private issuers, as well as underwriters on a range of transactional matters, including public and private debt and equity offerings, reorganizations and recapitalizations. Mr. Sur also regularly provides advice on corporate governance and securities regulatory compliance matters to various issuers.

Mr. Sur holds an LL.B. from the University of Windsor, a Juris Doctor from the University of Detroit Mercy School of Law and a bachelor's degree in arts (honours) from Queen's University.

See " Number of Directors and Election of Directors " for a description of the education and experience of Joshua Mann and Dr. Darrick Payne, MD.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completely financial year has the Corporation relied on an exemption from National Instrument 52-110 – Audit Committees (" NI 52110 "), in whole or in part, granted under Part 8 of NI 52-110.

Audit Committee's Charter

The Board has adopted a written charter for the Audit Committee, in the form set out under Schedule "A" to this Information Circular, which sets out the Audit Committee's responsibilities. The Audit Committee's principal duties and responsibilities include assisting the Board in discharging the oversight of: (i) the

16 -

integrity of the Corporation's consolidated financial statements and accounting and financial processes and the audits of the Corporation's consolidated financial statements; (ii) compliance with legal and regulatory requirements; (iii) external auditors' qualifications and independence; (iv) the work and performance of financial management and external auditors; and (v) system of disclosure controls and procedures and system of internal controls regarding finance, accounting, legal compliance, and risk management established by Management and the Board. The Audit Committee has access to all books, records, facilities and personnel and may request any information about the Corporation as it may deem appropriate. It will also have the authority to retain and compensate special legal, accounting, financial and other consultants or advisors to advise the Audit Committee.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee's charter attached hereto as Schedule "A".

External Auditor Service Fees

The following table sets forth the aggregate fees billed by Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, the external auditors for the Corporation, for services rendered for the fiscal years ended January 31, 2019 and January 31, 2018.

Audit Fees(1).................................................. Audit-related fees(2)...................................... Tax fees(3)..................................................... All other fees(4).............................................. Total .............................................................	January31,2019 C$16,473.56 $nil C$1,500.00 C$24,000.00 $41,973.56	January31,2018
		C$9,000.00 $nil C$1,500.00 C$64,000.00
		$74,500.00

Notes :

(1) "Audit fees" include the aggregate fees billed for the audit of the annual consolidated financial statements, the review of interim unaudited consolidated financial statements and other regulatory audits and filings.
(2) "Audit related fees" include the aggregate fees billed for the provision of technical, accounting and financial reporting advice services.
(3) "Tax fees" include the aggregate fees billed for the provision of corporate tax compliance, tax planning and other tax related services.
(4) "Other fees" include services provided in connection with the business combination resulting in the reverse takeover of the Corporation by Bertram Capital Finance, Inc.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements

The Board has approved the audited financial statements of the Corporation for the fiscal year ended January 31, 2019, together with the auditors' report thereon, and the corresponding Management's Discussion and Analysis, all of which will be tabled at the Meeting. Copies of these financial statements have been sent to those Shareholders, who had requested receipt of same, and are also available on SEDAR. No approval or other action needs to be taken at the Meeting in respect of these documents.

No approval or other action needs to be taken at the Meeting in respect of these documents.

17 -

2. Appointment of Auditors

The current auditor of the Corporation is Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants.

At the Meeting, the Shareholders will be requested to appoint Davidson & Company LLP, Chartered Professional Accountants, as independent auditor of the Corporation to hold office until the next annual meeting of Shareholders, or until a successor is appointed, and to authorize the Board to fix the auditors' remuneration and the terms of their engagement.

The change of auditor of the Corporation was approved by the Audit Committee of the Corporation. A Copy of the Notice of Change of Auditor and copies of the supporting letters from both the former auditor and the successor auditor is attached hereto as Schedule "B" to this Information Circular and is also available on SEDAR pursuant to the requirements under National Instrument 51-102 – Continuous Disclosure Obligations .

Unless otherwise directed, the shares represented by proxies in favour of the management designees will be voted FOR the appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Corporation at a remuneration to be fixed by the Board.

3. Number of Directors and Election of Directors

The articles of the Corporation require a minimum of three directors and a maximum of eleven directors of the Corporation. There are currently five directors of the Corporation. At the Meeting, it is proposed to fix the number of directors at five and that five directors are to be elected at the Meeting. The present term of office of each current director of the Corporation will expire at the Meeting.

Unless otherwise directed, the shares represented by proxies in favour of the management designees will be voted FOR setting the number of directors to be elected at five.

Management proposes to nominate at the Meeting the persons whose names are set forth in the table below, each to serve as a director of the Corporation until the next meeting of Shareholders at which the election of directors is considered, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed or becomes disqualified in accordance with the articles of the Corporation or the Business Corporations Act (British Columbia) (the " Act "). The persons named in the accompanying form of proxy intend to vote for the election of such persons at the Meeting, unless otherwise directed. Management does not contemplate that any of the nominees will be unable to serve as a director of the Corporation.

The persons designated in the enclosed form of proxy, unless otherwise directed, intend to vote FOR the election to the Board of the nominees listed below.

The following table and the notes thereto set out the name of each person proposed by Management to be nominated for election as a director of the Corporation at the Meeting, the period during which he/she has been a director of the Corporation, his/her principal occupation within the five preceding years, all offices of the Corporation now held by such person, and his/her shareholdings, which includes the number of voting securities of the Corporation beneficially owned, or over which control or direction is exercised, directly or indirectly.

18 -

Name of Proposed Nominee, Province/State and Country of Residence	Year First Elected a Director	Principal Occupation(s) for the Past Five Years	Position(s) with the Corporation	Shares Owned, Controlled or Directed, Directly or Indirectly(1)
Jeffery A. Mascio Highlands Ranch, Colorado Chief Executive Officer, Chairman and Director	2019	President and Chief Executive Officer of Cannabis One US	Director, Chief Executive Officer, Chairman	7,715,285(3)
Dr. Darrick Payne, MD(2) Westminster, Colorado Director	2019	Vice President of Compliance, Cannabis One US	Director	930,100
Joshua Mann(2) Calgary, Alberta President and Director	2019	General Partner, Wildhorse Capital Partners Inc.	Director, President	328,873
Bernard S. Radochonski II(2) Parker, Colorado Director	2019(4)	Chief Financial Officer, United Car Care, Inc.	Director	2,366,210
C. Regan Hauptman Arvada, Colorado Director	2020	Chief Executive Officer of Remington Homes	Director	2,670,420

Notes:

(1) The information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Corporation, has been furnished by the respective directors individually.

(2) Denotes a member (or proposed member) of the Corporation's Audit Committee.

(3) Beneficially held through the Cook Islands Trust.

(4) Mr. Radochonski resigned as a director of the Corporation effective June 14, 2019.

The biographies of the proposed nominees for directors are set out below.

Jeffery A. Mascio

Jeffery A. Mascio founded Cannabis One US, formerly Bertram Capital Finance, Inc., in 2015, which was acquired by the Corporation pursuant to a reverse takeover transaction on February 26, 2019, and oversaw Cannabis One US's investment portfolio of the legal cannabis markets, focusing on the need to drive innovation across multiple platforms.

Prior to founding Cannabis One US, Mr. Mascio was founder and CEO of Meridian Capital Advisors, a registered investment advisory firm, servicing high net-worth and institutional clients. As managing partner of Bertram Global Commodities Fund, Mr. Mascio raised capital for early stage startups and advised angel investors on capital allocation models. Mr. Mascio managed in excess of US$100 million in assets for Merrill Lynch, Morgan Stanley and Smith Barney private clients. Through his connections in the investment banking community, Mr. Mascio has developed access to primary decision makers along with access to institutional buyers, enabling him to position the Corporation for rapid growth.

Dr. Darrick Payne, MD

Dr. Darrick Payne oversees and provides medical advice to The Joint by Cannabis, the Corporation's dispensary brand serving medical patients and adult-use consumers, and both the INDVR and INDVR Fire lines of vaporizers. Entrepreneurialism allows Dr. Payne to combine his holistic approach to management and medical practice with his passion for the expanding cannabis industry.

In addition to his involvement with the Corporation, Dr. Payne founded MOXIE Productions in 2016 and Axis Venture Group in 2007. He has been involved in a variety of business ventures including event planning and production, business development, real estate development, and angel investing. An

19 -

anesthesiologist with more than 20 years' experience in the medical field, he also specializes in regenerative medicine.

Dr. Payne studied Biology and Chemistry at Trinity University before attending medical school at the University of Texas Health Sciences Center at San Antonio. He completed his anesthesiology residency at the Medical College of Wisconsin in 2000.

Joshua Mann

Joshua Mann is the Co-Founder & General Partner of Wildhorse Capital Partners Inc. (" Wildhorse "), a Calgary-based merchant bank. Prior to establishing Wildhorse, Mr. Mann was Vice President, Business Development with Blackbird Energy Inc. (" Blackbird "), a growth-oriented junior oil & gas company. During his tenure, Mr. Mann assisted in growing the company from C$2 million to over C$400 million in market capitalization at its peak. Mr. Mann was integral to the capital raising efforts of Blackbird, which saw C$160 million in equity financing raised. While at Blackbird, Mr. Mann was part of the team that successfully assembled one of the largest greenfield Montney projects in Alberta and transitioned the asset into production. Mr. Mann began his career in capital markets as an investment banker with Stifel Nicolaus Weisel (" Stifel "). Mr. Mann advised companies on equity, debt and M&A mandates within the oil & gas, energy services, technology, and agricultural industries. While with Stifel, Mr. Mann assisted corporate issuers in raising over C$3 billion in capital.

Bernard S. Radochonski II

Since 2000, Mr. Radochonski has served as CFO and Treasurer of United Car Care, Inc. (" United Car Care "), overseeing all financial and accounting operations of United Car Care, which includes an offshore captive reinsurance program, and a highly profitable risk retention group, Automotive Underwriters Insurance Company, Inc. Responsibilities include financial and regulatory compliance, investment management, timely and accurate reporting of financial reports to users, and nurturing of business relationships to ensure United Car Care's continued success. Prior to joining United Car Care, Mr. Radochonski worked in the public accounting industry where he managed various audit clients, including athletic and specific purpose special districts. Mr. Radochonski is a licensed CPA in the state of Colorado.

C. Regan Hauptman

Mr. Regan Hauptman is a multi-faceted businessman and is currently CEO of Remington Homes, a single and multi-family residential developer based in Colorado. As CEO of Remington Homes, Mr. Hauptman oversees all entitlements, land development and home building activities of the company's Colorado-based operations. In addition to his role at Remington, Mr. Hauptman is an active private equity investor and has been a significant investor in and supporter of Cannabis One since 2016.

Other Reporting Issuer Experience

As of the date of this Information Circular, other than as set out under the biographies above, none of the Board nominees are directors of other issuers that are reporting issuers (or the equivalent) in Canada or a foreign jurisdiction.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Corporation, no proposed director is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, Chief Executive Officer or Chief Financial Officer of any company (including the Corporation) that:

20 -
(a) was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemptions under Canadian securities legislation that was in effect for a period of more than 30 consecutive days (an " Order "), that was issued while the proposed director was acting in the capacity as director, Chief Executive Officer or Chief Financial Officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, Chief Executive Officer or Chief Financial Officer and which resulted from an event that occurred while that person was acting in the capacity as director, Chief Executive Officer or Chief Financial Officer.

To the knowledge of the Corporation, no proposed director:

(a) is, as at the date of this Information Circular, or has been within the ten years before the date of this Information Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
(c) has, within the ten years before the date of this Information Circular, been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for the proposed director.

5. Approval of Stock Option Plan

The stock option plan of the Corporation (the " Stock Option Plan ") is a "rolling" stock option plan reserving a maximum of 10% of the issued shares of the Corporation at the time of the stock option grant. The Stock Option Plan was last approved by the Shareholders at the Corporations annual general and special meeting held on October 5, 2018. As such, Shareholders will be asked at the Meeting to readopt the Corporation's Stock Option Plan subject to such amendments as described in this Information Circular. The terms of the Stock Option Plan authorize the Board to grant stock options to optionees on the following terms:

The aggregate number of shares that may be issued pursuant to options granted under the Stock Option Plan, unless otherwise approved by Shareholders, may not exceed that number which is equal to 10% of the issued and outstanding shares of the Corporation at the time of the grant.
The number of shares subject to each option will be determined by the Board, provided that the aggregate number of shares reserved for issuance pursuant to options granted to:
21 -
(a) insiders may not exceed 10% of the issued shares of the Corporation in any 12month period (unless disinterested shareholder approval has been obtained);
(b) any one individual within a 12-month period may not exceed 5% of the number of issued and outstanding shares of the Corporation (unless the Corporation is a Tier 1 Issuer and disinterested shareholder approval has been obtained);
(c) any one consultant during any 12-month period may not exceed 2% of the issued shares of the Corporation;
(d) all persons employed to provide investor relations activities (as a group) may not exceed 2% of the issued shares of the Corporation during any 12-month period;

in each case calculated as at the date of grant of the option, including all other shares under option to such person at that time.

The exercise price of an option may not be set at less than the minimum price permitted by the Canadian Securities Exchange (the " CSE ").
Options may be exercisable for a period of up to ten years from the date of grant.
The options are non-assignable and non-transferable. The options can only be exercised by the optionee as long as the optionee remains an eligible optionee pursuant to the Stock Option Plan or within a period of not more than 30 days after ceasing to be an eligible optionee or, if the optionee dies, within one year from the date of the optionee's death.
Options granted to consultants engaged to perform investor relations activities must be subject to a vesting requirement, whereby such options will vest over a period of not less than 12 months, with a maximum of 25% vesting in any three month period.
The Board will have the right to accelerate the date on which any option becomes exercisable subject to CSE acceptance.

Notice of options granted under the Stock Option Plan must be given to the CSE on a monthly basis. Any amendments to the Stock Option Plan must also be approved by the CSE and, if necessary, by the Shareholders prior to becoming effective.

Accordingly, Shareholders will be asked to pass an ordinary resolution, in substantially the following form, to re-approve the Stock Option Plan:

" RESOLVED THAT :

As an ordinary resolution, that the Corporation's Stock Option Plan, as described in the Corporation's Information Circular dated March 25, 2020, and the grant of options thereunder in accordance therewith, be approved."

Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy with votes the shares represented by such form of proxy FOR the approval of the Stock Option Plan.

22 -

ADDITIONAL INFORMATION

Financial information pertaining to the Corporation is provided in the Corporation's financial statements and management's discussion and analysis (" MD&A ") for the financial year ended January 31, 2019. Copies of the Corporation's financial statements and related MD&A can be obtained from the Corporation at 821 22nd Street, Denver, Colorado, USA. Additional Information relating to the Corporation is available on the SEDAR website at www.sedar.com.

23 -

DIRECTOR APPROVAL

The contents of this Information Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board.

March 25, 2020

(signed) "Jeffery A. Mascio" Jeffery A. Mascio Chief Executive Officer

SCHEDULE "A"

Audit Committee Charter

(See attached)

==> picture [326 x 96] intentionally omitted <==

Audit Committee Mandate

1 POLICY

1.1 The purpose of the Cannabis One Audit Committee is to provide oversight of the organization’s governance, risk management, and internal control practices. This oversight also serves to provide confidence in the integrity of these practices.
1.2 The Audit Committee provides independent oversight to the governing body, ie. The Board of Directors and Senior Management team.
1.3 The Officers and Senior Management are accountable to the Committee for providing true and accurate information and ethical business guidance for Cannabis One, and for assisting the Committee in its endeavors.
1.4 This Mandate should be read together with The Code of Conduct (“Code”), and where inconsistent with the Code, the terms and conditions of the Code will apply.

2 PURPOSE

The purpose of this Mandate is to set out the composition of the Committee, the responsibilities of the Committee, and to provide guidance for audit processes to ensure that accountabilities are met and respected. The Committee assists the Board and Management by providing advice/guidance on the company’s initiatives for:

Values and ethics

Governance structure

Risk management

Internal control framework

Oversight of internal audit activity, external auditors, and other providers of assurance

Financial statements and public accountability reporting

3 SCOPE

This Mandate applies solely to the members of the Audit Committee of Cannabis One.

4 COMPOSITION

The Committee will consist of at least three members, the majority of which are independent of the organization. The member composition is ultimately determined by appointment from the Cannabis One Board of Directors. In addition, the Board will designate one of the members as the Chairman of the Committee.

5 MEMBER QUALIFICATIONS

Audit Committee members should collectively possess sufficient knowledge of audit, law, finance, IT, governance, risk, control, and specific cannabis industry experience. Since the responsibilities of the Audit Committee evolve in response to various economic, regulatory, and reporting developments, the member competencies and overall balance of skills should be evaluated periodically in response to emerging needs.

6 RESPONSIBILITY

6.1 The Audit Committee is responsible for objective advice on the adequacy of Cannabis One arrangements in the following areas:

6.1.1 Values and ethics

(a) Review and assess policies and procedures related to monitoring conformance with its Code of Conduct and other ethical policies;

(b) Provide oversight of mechanisms used to establish and maintain high ethical standards for the Board, Management, and all employees/partners; and

(c) Review and advise on systems and practices for monitoring compliance with laws, regulations, policies, and standards of ethical conduct while also identifying and dealing with any legal or ethical violations.

6.1.2 Organizational governance

(a) Obtain reasonable assurance regarding governance processes; and

(b) Ensure that all processes are operating as intended.

6.1.3 Risk management

(a) Annually review the Company’s risk profile;

(b) Review and advise on the annual report on the company’s implementation and maintenance of appropriate enterprise-wide risk management processes;

(c) Provide oversight on significant risk exposures and control issues, including fraud risks, governance issues, and other matters needed by or requested from the Board or Management;

(d) Provide oversight of the adequacy of the combined assurance being provided;

and

(e) Review and advise on established risk management policies.

6.1.4 Fraud

(a) Oversee management’s arrangements for prevention and deterrence of fraud;

(b) Ensure that appropriate action is taken against known perpetrators of fraud;

and

(c) Challenge Management, and both internal and external auditors, to ensure antifraud programs are in place to identify fraud, and investigations are undertaken if fraud is detected.

6.1.5 Internal control

(a) Consider the company’s control framework effectiveness;

(b) Provide advice on the control of the organization as a whole and its individual

units; and

(c) Receive reports on all significant matters arising from work performed by other providers of financial and internal control assurance to Management and the Board.

6.1.6 Compliance

(a) Review the effectiveness of legal/regulatory compliance monitoring systems;

(b) Review the results of Management’s investigations and follow-up from instances of noncompliance;

(d) Obtain regular periodic updates from Management and legal counsel regarding matters of compliance.

6.1.7 Internal audit activity

(a) Review internal audit processes and the resources required to achieve those

goals;

(b) Review internal audit reports and communications;

(d) Ensure that internal audit activity has external quality assurance every five

years; and

(e) Advise the Board regarding recommendations for continuous improvements.

6.1.8 External audit activity

(a) Preapprove all auditing and non-audit services performed by auditors;

(b) Meet with external auditors during the planning phase and review the scope and approach when allowed;

(d) Have regularly scheduled exclusive meetings with external auditors to discuss sensitive matters; and

(e) Monitor Management’s progress on action plans.

6.1.9 Financial statements/public accountability reporting

(a) Review results of audit engagements, including any difficulties encountered;

(b) Review significant accounting/reporting issues and that impact on financial

statements;

(d) Review other sections of the annual report and regulatory filings for completeness and accuracy;

(e) Understand strategies, assumptions, and estimates used and made by Management in preparing statements, budgets, and investment plans;

(f) Review interim financial reports with Management and external auditors

before filing

6.2 Some responsibilities of the Committee may be delegated to subcommittees of the Audit Committee. However, all substantive subcommittee decisions must be approved by the Audit Committee.

6.3 The Chairman is responsible for:

(a) Facilitating and coordinating meetings, as well as providing ancillary support to the Committee;

(b) Obtaining an annual report on Directors’ and Management’s implementation and maintenance of an appropriate enterprise-wide risk assessment process;

(d) Executing the Committee’s strategic planning process and proposing revisions as required; and

(e) Ensuring adequate and effective orientation for new Members.

7 DEFINITIONS

7.1 “Accountabilities” means a set of responsibilities for which an individual, or group of individuals, is accountable to another individual or group of individuals. For example, the Board is accountable to the shareholders of Cannabis One for effective governance.

7.2 “Confidential Information” is defined in The Code of Conduct, Section D.

7.3 “Corporate Governance” means the processes and structure used to direct and manage the affairs of the Company, with the objective of maximizing shareholder (or owner) value. This includes ensuring the financial viability of Cannabis One. The processes and structure define the allocation of responsibility and power, and sets out the accountabilities among the shareholders, the Directors, and Management.

8 PROCEDURES

8.1 Meetings -

(a) The Committee is primarily responsible for structured, systematic oversight of Cannabis One governance, risk management, and internal control practices. Meetings are set in accordance with these goals.

(b) The Committee shall hold meetings as needed, but at least once per quarter. Advance notice shall be provided unless such notice is waived by all Members. Minutes shall be taken and subsequently distributed.

(c) Ad hoc committees may be established and/or dissolved at any time by resolution of the Committee. Ad hoc committees shall follow the same rules of procedure as the Audit Committee.

(d) A quorum consists of a majority of Committee Members.

(e) The Audit Committee may hold meetings by telephone/teleconference.

(f) The Committee may approve matters without a meeting by means of each Member signing a resolution.

(g) Information that is important to the Committee’s understanding of the business to be conducted at an Audit Committee meeting should generally be distributed in writing to the Members before the meeting and Members should review these materials in advance of the meeting.

(h) The Chairman will establish the agenda for each Committee meeting. Each Member is free to suggest the inclusion of items on the agenda.

8.2 Operations -

(a) Members are responsible for the effective running of the Audit Committee operations. This includes remuneration of Committee Members:

(i) Members may be reimbursed for travel and Committee-related expenses;

(ii) Payment rates and allowances for Member time and/or services will be formally established by mutual agreement between the Audit Committee Chairman and the Board of Directors; and

(iii) Status of professional indemnity insurance will also be agreed upon by the Chairman and the Board.

(b) Terms of Committee service will be staggered (to ensure continuity within the Committee), as follows: the term of office for an Audit Committee member is 3 years, and continuance will be reviewed annually.

(c) The Committee is responsible for implementing decisions of the Committee by way of a work plan, ensuring that the responsibilities are scheduled and will be carried out effectively and in a timely manner.

8.3 Reporting –

(a) The Committee will report to the Board annually, summarizing the Committee’s activities and recommendations. This will fully discharge the Committee of its responsibilities during the preceding year. It may include progress reports of internal and external audits; overall assessment of risk, control, and compliance processes; details of meetings; and any new compliance developments.

(b) The Committee may report to the governing body at any time regarding other matters of importance.

9 MEMBERS CODE OF CONDUCT

9.1 Conflicts of Interest -

(a) Members must avoid conflicts of interest with the Corporation. A conflict of interest occurs when:

(i) a Member’s private interests interfere in any way, or can reasonably be expected to interfere in any way, with the interests of Cannabis One;

(ii) a Committee Member or a member of his or her immediate family receives an improper personal benefit as a result of the Member’s position on the Audit Committee; or

(iii) a Member has other duties, responsibilities or obligations that run counter to his or her duty to the Company.

(b) A Member must immediately disclose to the Chairperson of the Audit Committee and the Chairman of the Board of Directors any situation that involves, or may reasonably be expected to involve, a conflict of interest. While this Policy does not attempt to describe all possible conflicts of interest that could arise, the following are some of the conflicts of interest that Members must avoid:

(i) Receiving loans or guarantees of obligations as a result of one’s position as a Member;

(ii) Engaging in conduct or activity that improperly interferes with the Cannabis One’s existing or prospective business relationships with a third party;

(iii) Accepting bribes, kickbacks or any other improper payments for services relating to the conduct of the business of the Committee; and

(iv) Accepting, or having a member of a Member’s immediate family accept, a gift from persons or entities that deal with the Company, in cases where the gift, considered in light of the totality of the circumstances, would reasonably be expected to influence the Member’s actions as a member of the Committee.

9.2 Business Relationships with Members -

Any direct or indirect monetary arrangement for goods and services between an Audit committee Member or a member of the Committee Member’s immediate family and the Company or a member of the Company’s senior management must be approved by the Board.

9.3 Use of Corporate Information, Opportunities and Assets -

Members may not compete with Cannabis One or use opportunities that are discovered through the use of Company information or their position with the Company for their own personal

benefit or for the benefit of persons or entities outside Cannabis One. Members may not waste or improperly use any Company asset.

9.4 Confidentiality -

A Committee Member may never use Confidential Information for his or her own personal benefit or to benefit persons or entities outside Cannabis One. Members shall not disclose Confidential Information outside the Company either during or after their service as an Audit Committee Member, except with the express or implied consent of the Board or as required by law. Each Member shall sign a Confidentiality Agreement to ensure nondisclosure of Confidential Information.

9.5 Reporting of Violations -

Members should communicate any suspected violations of this Mandate promptly to the Chairperson of the Audit Committee. Suspected violations shall be investigated by or at the direction of the Board or the Audit Committee, and appropriate action shall be taken in the event a violation is confirmed.

9.6 Waiver -

The Chairman, Committee Members, and the Board are responsible for monitoring compliance with the Mandate. Waivers of a provision of this policy can only be made by the Board and shall be granted only in very exceptional circumstances. Cannabis One shall disclose any such waiver and the reasons for it, in accordance with legal and regulatory requirements. A Member who becomes aware of a circumstance that may require a waiver shall promptly bring the circumstance to the attention of the Chairperson of the Audit Committee and the Board of Directors.

Revised October 2018

SCHEDULE "B"

Change of Auditor Package

(See attached)

CANNABIS ONE HOLDINGS INC.

March 25, 2020

Dale Matheson Carr-Hilton LaBonte LLP 1500 – 1140 West Pender Street Vancouver, BC V6E 4G1

and -

Davidson & Company LLP 1200 – 609 Granville Street Vancouver, BC VY7 1G6

Re: Notice of Change of Auditors Pursuant to National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51102") of the Canadian Securities Administrators

Cannabis One Holdings Inc. (the " Corporation ") hereby provides notice pursuant to NI 51-102 of a proposed change of auditor by the Corporation from Dale Matheson Carr-Hilton LaBonte LLP to Davidson & Company LLP.

The Corporation confirms that:

the Corporation has decided to propose to change its auditor from Dale Matheson Carr-Hilton LaBonte LLP to Davidson & Company LLP. Consequently, the Corporation has asked Dale Matheson Carr-Hilton LaBonte LLP to resign following the annual general and special meeting of the shareholders of the Corporation to be held on January 6, 2020 and Dale Matheson CarrHilton LaBonte LLP has submitted their resignation effective January 6, 2020. Davidson & Company LLP has agreed to its appointment as the Corporation's new auditors effective January 6, 2020;
the shareholders of the Corporation will be asked to approve the appointment of Davidson & Company LLP as successor auditors at the annual general and special meeting of the shareholders of the Corporation to be held on January 6, 2020;
there were no reservations contained in the auditors' reports of Dale Matheson Carr-Hilton LaBonte LLP for either of the Corporation's two most recently completed fiscal years nor for any period subsequent thereto for which an audit report was issued, preceding the date of this notice;
the Corporation's Audit Committee and Board of Directors have participated and approved the change of auditor for the Corporation and have also approved the appointment of Davidson & Company LLP as successor auditors of the Corporation; and
in the opinion of the Corporation, no "reportable events", as that term is defined in NI 51-102 have occurred prior to the date of this notice.

The Corporation requests that each of Dale Matheson Carr-Hilton LaBonte LLP and Davidson & Company LLP provide the Corporation with a letter addressed to the regulatory authorities stating whether or not it agrees with the above statements.

CANNABIS ONE HOLDINGS INC.

(signed) "Jeffery A. Mascio" Jeffery A. Mascio Chief Executive Officer

AI assistant

INDVR Brands Inc. — AGM Information 2020

46299_rns_2020-04-08_1e07c9e0-313f-422b-91cf-049070d8be9a.pdf

CANNABIS ONE HOLDINGS INC.

("Corporation")

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS (the "Notice")

If you are a non-registered beneficial shareholder, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your shares.

CANNABIS ONE HOLDINGS INC.

(the "Corporation")

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Revoking a Proxy

Signature on Proxies

Voting of Proxies

Advice to Beneficial Shareholders

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

STATEMENT OF EXECUTIVE COMPENSATION

Stock Options and Other Compensation Securities

Compensation Securities

External Management Companies

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Benefit, Contribution, Pension, Retirement, Deferred Compensation and Actuarial Plans

STATEMENT OF CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation Committee

Other Board Committees

Corporate Governance Committee

Regulatory and Public Policy Committee

Assessments

AUDIT COMMITTEE

Composition of the Audit Committee

Relevant Education and Experience

Frank Sur

Audit Committee Oversight

Reliance on Certain Exemptions

Audit Committee's Charter

Pre-Approval Policies and Procedures

External Auditor Service Fees

Notes :

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements

No approval or other action needs to be taken at the Meeting in respect of these documents.

2. Appointment of Auditors

3. Number of Directors and Election of Directors

Unless otherwise directed, the shares represented by proxies in favour of the management designees will be voted FOR setting the number of directors to be elected at five.

The persons designated in the enclosed form of proxy, unless otherwise directed, intend to vote FOR the election to the Board of the nominees listed below.

Jeffery A. Mascio

Dr. Darrick Payne, MD

Joshua Mann

Bernard S. Radochonski II

C. Regan Hauptman

Other Reporting Issuer Experience

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

5. Approval of Stock Option Plan

" RESOLVED THAT :

ADDITIONAL INFORMATION

DIRECTOR APPROVAL

SCHEDULE "A"

Audit Committee Mandate

1 POLICY

2 PURPOSE

3 SCOPE

4 COMPOSITION

5 MEMBER QUALIFICATIONS

6 RESPONSIBILITY

6.1.1 Values and ethics

6.1.2 Organizational governance

6.1.3 Risk management

6.1.4 Fraud

INDVR Brands Inc. AGM Information 2020