INDVR Brands Inc. — AGM Information 2020

Apr 8, 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.

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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