INDVR Brands Inc. — Interim / Quarterly Report 2021

Jun 30, 2021

INDVR Brands Inc.

(formerly Cannabis One Holdings Inc.)

Condensed Interim Consolidated Financial Statements

For the three months ended April 30, 2021

(Unaudited – Prepared by Management) (Expressed in U.S. Dollars)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed interim consolidated financial statements of INDVR Brands Inc. (“the Company”) for the three months ended April 30, 2021 and April 30, 2020, have been prepared by the management of the Company and approved by the Company’s Audit Committee and the Company’s Board of Directors.

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by CPA Canada for a review of the condensed interim financial statements by an entity’s auditor.

INDVR Brands Inc. (Cannabis One Holdings Inc.) Condensed Interim Consolidated Statements of Financial Position (Unaudited - Prepared by Management)

(Expressed in United States Dollars)

As at April 30, 2021 and January 31, 2021

			April	30,	January	31,
			2021		2021
		Note	$		$
Assets
Current assets
Cash				74,387		92,053
Receivables		13		783,400		722,147
Leases receivable		3		268,211		344,139
Loans receivable		4		124,378		121,276
Prepaid expenses				114,687		126,824
				1,365,063	1,406,439
Non-current assets
Equipment and other deposits				162,576		162,576
Receivables		13		500,000		500,000
Leases receivable		3		2,538,582	2,524,192
Property and equipment		5		2,053,924	2,158,424
Intangible assets		6		644,945		693,296
				5,900,027	6,038,488
Total assets				7,265,090	7,444,927
Liabilities and shareholders' equity
Current liabilities
Trade and other payables		11		2,457,898	2,527,453
Lease liabilities		5		455,803		448,491
Loans payable		7		828,244		826,243
Tenant deposits				165,000		165,000
				3,906,945	3,967,187
Non-current liabilities
Lease liabilities		5		1,969,521	2,023,461
Total liabilities				5,876,466	5,990,648
Shareholders' equity
Share capital		9		27,614,725	26,552,640
Subscriptions received		9		-		79,200
Reserves		9		1,954,007	2,603,482
Accumulated other comprehensive loss				(92,788)		(37,045)
Deficit			(28,087,320)		(27,743,998)
Total shareholders' equity				1,388,624	1,454,279
Total liabilities and shareholders' equity				7,265,090	7,444,927
Nature of operations and going concern		1
Commitments and contingencies		15
Subsequent events		17
Approved on behalf of the Board of Directors on June 29, 2021 by:
" Alnoor Nathoo"	Director
" Joshua Mann"	Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

2

INDVR Brands Inc. (Cannabis One Holdings Inc.) Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited - Prepared by Management)

(Expressed in United States Dollars)

For the three months ended April 30, 2021 and April 30, 2020

		Three months	Three months	Three months	Three months
		ended		ended
		April	30,	April	30,
		2021		2020
	Note	$		$
Revenue (Note 13)
Lease and rental income	3		171,062		218,165
Royalty income, net			125,208		-
Total revenue			296,270		218,165
Cost of sales
Lease expenses			-		8,933
Total cost of sales			-		(8,933)
Net service income			-		35,158
Grossprofit			296,270		244,390
Operating expenses
Amortization of intangible assets	6		48,351		85,828
Consulting fees			30,684		54,559
Depreciation	5		104,500		248,805
Finance costs	5		61,372		61,519
General and administrative			19,891		176,351
Investor relations			180,335		29,679
Management fees	0		92,750		303,860
Professional fees			140,136		202,978
Share-based payments	9		31,314		72,924
Transfer agent and filing fees			12,035		9,891
Travel			3,160		624
Total operating expenses			(724,528)	(1,247,018)
Loss from operations			(428,258)	(1,002,628)
Other expense
Loss on provision for contingencies	15		(595,853)		-
Loss for the period		(1,024,111)		(1,002,628)
Other comprehensive loss
Foreign currency translation loss			(55,743)		4,357
Loss and comprehensive loss for the period		(1,079,854)			(998,271)
Loss per share
Weighted average number of common shares outstanding
- Basic #		143,046,992		75,995,612
- Diluted #		143,046,992		75,995,612
Basic loss per share			(0.01)		(0.01)
Diluted lossper share			(0.01)		(0.01)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

3

INDVR Brands Inc. (Cannabis One Holdings Inc.) Condensed Interim Consolidated Statement of Changes in Shareholders' Equity (Unaudited - Prepared by Management)

(Expressed in United States Dollars)

For the three months ended April 30, 2021

Class A Subordinated Voting Shares # Class B Super Voting Shares # January 31, 2021 82,184,258 5,489,428 Issuance of shares for cash 2,375,000 - Issuance of shares for settlement of payables 4,412,875 164,375 Issuance of shares for settlement of contingency - 1,000,000 Conversion of Class B SVS Shares to Class A SUB Shares 4,420,040 (442,004) Share-based payments - - Re-allocated on cancellation of options - - Re-allocated on expiry of warrants - - Foreign currency translation adjustment - - Loss for the period - - April 30, 2021 93,392,173 6,211,799	Class A Subordinated Voting Shares $ Class B Super Voting Shares $ Subscriptions receivable / Subscriptions received Reserves $ Accumulated other comprehensive loss $ Deficit $ Total $
	13,659,559 12,893,081 79,200 2,603,482 (37,045) (27,743,998) 1,454,279
	150,306 - (79,200) - - - 71,106 278,919 103,695 - - - - 382,614 - 529,165 529,165 - - - - - - - - - - 31,314 - - 31,314 - - - (364,121) - 364,121 - - - - (316,668) - 316,668 - - - - - (55,743) - (55,743) - - - - - (1,024,111) (1,024,111)
	14,088,784 13,525,941 - 1,954,007 (92,788) (28,087,320) 1,388,624

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

4

INDVR Brands Inc. (Cannabis One Holdings Inc.) Condensed Interim Consolidated Statement of Changes in Shareholders' Equity (Unaudited - Prepared by Management)

(Expressed in United States Dollars)

For the three months ended April 30, 2020

Class A Subordinated Voting Shares # Class B Super Voting Shares # January31,2020 51,901,743 3,171,591 Subscriptions received - - Share-based payments - - Re-allocated on cancellation of options - - Foreign currency translation adjustment - - Loss for the period - - April 30, 2020 51,901,743 3,171,591	Class A Subordinated Voting Shares $ Class B Super Voting Shares $ Subscriptions receivable / Subscriptions received Reserves $ Accumulated other comprehensive loss $ Deficit $ Total $
	12,558,178 11,478,860 (244,682) 4,039,696 (30,779) (23,860,139) 3,941,134
	- - 240,190 - - - 240,190 - - - 72,924 - - 72,924 - - - (23,691) - 23,691 - - - - - 4,357 - 4,357 - - - - - (1,002,628) (1,002,628)
	12,558,178 11,478,860 (4,492) 4,088,929 (26,422) (24,839,076) 3,255,977

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

5

INDVR Brands Inc. (Cannabis One Holdings Inc.) Condensed Interim Consolidated Statements of Cash Flows (Unaudited - Prepared by Management)

(Expressed in U.S. Dollars)

For the three months ended April 30, 2021 and April 30, 2020

			April	30,		April	30,
			2021			2020
	Note		$			$
Operating activities:
Loss for the period			(1,024,111)			(1,002,628)
Adjustments for:
Amortization of intangible assets				48,351			85,828
Depreciation				104,500			248,805
Finance costs				61,372			61,519
Interest expense - reversal (accrual), net				(1,101)			11,658
Share-based payments				31,314			72,924
Loss provision on trade receivables				-			42,291
Loss on provision for contingencies				(595,853)			-
Changes in non-cash working capital items:
Receivables				(58,969)			(149,272)
Leases receivable				61,538			93,497
Prepaid expenses				14,408			55,088
Deposits				-			30,000
Trade and otherpayables			1,444,894				355,082
				86,343			(95,208)
Financing activities:
Lease payments	5			(108,000)			(108,056)
Proceeds from issuance of shares	9			71,106			-
Subscriptions received				-			240,190
				(36,894)			132,134
Increase in cash				49,449			36,926
Effect of foreign exchange on cash				(67,115)			663
Cash, beginning ofperiod				92,053			141,674
Cash, end ofperiod				74,387			179,263
Income taxes paid		$		-	$		-
Interestpaid		$		-	$		61,519
Supplemental cash flow information	10

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

6

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

1. Nature of operations and going concern

INDVR Brands Inc. (formerly Cannabis One Holdings Inc., and Metropolitan Energy Corp. prior thereto) (“INDVR”, “Metropolitan”, or the “Company”) was incorporated on July 16, 2007, under the Business Corporations Act (British Columbia). On August 14, 2020, the Company changed its name to INDVR Brands Inc. The Company’s head office is located at 1840, 444-5[th] Avenue SW, Calgary, AB, T2P 2T8. The Company’s registered office address is 789 West Pender Street Suite, 1080, Vancouver, BC, V6C 1H2. The Class A SUB Shares of the Company trade on the Canadian Securities Exchange (the “CSE”) under the symbol “IDVR”.

The Company is focused on providing personnel and management resources as well as infrastructure and equipment for use in the production, cultivation, and dispensary operations of licensed cannabis businesses. The Company itself does not directly produce or sell cannabis products but rather provides support services to licensed cannabis businesses. The Company currently operates in recreational cannabis sectors in Washington, Oregon, and Colorado where the legal commercial production and vending of cannabis is permitted by state laws.

On June 14, 2021, the Company issued 13,700,000 Class B SVS Shares with a fair value of approximately $0.53 (CAD $0.65) for a total of $7,323,472 (CAD $8,905,000) upon completion of the acquisition of certain assets of Strainz, Inc. (“Strainz”) and Bronnor, Corp. (“Bronnor”) pursuant to an Asset Purchase Agreement (“APA”) executed on March 4, 2021. Both Strainz and Bronnor are private companies operating in the cannabis industry, with Strainz operating in Nevada, and Bronnor in Colorado (Note 17).

These condensed interim consolidated financial statements (the “financial statements”) have been prepared on a going concern basis which assumes that the Company will be able to continue its operations for at least the next twelve months and will be able to realize its assets and discharge its liabilities in the normal course of business.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations currently. There are travel restrictions and health and safety concerns that may delay the Company’s business development activities. Various Government wage and loan subsidies are available to qualified companies to assist them with operating costs during the pandemic, and the various programs are constantly being expanded and relaxed, which may qualify the Company for additional assistance. To date, the Company has qualified for and received an unsecured loan with a principal amount of $820,600 from the Paycheck Protection Program (the “PPP”), authorized under the Coronavirus Aid, Relief, and Economic Securities (CARES) Act of the United States (Note 7).

The Company’s continuing operations are dependent upon its ability to raise additional financing and generate profitable operations through additional brand licensing (royalty) arrangements, and the completion of additional asset and/or brand acquisitions accompanied by expansion of its brand distribution channels. During the three months April 30, 2021, the Company incurred a loss of $1,024,111. As at April 30, 2021, the Company had a working capital deficiency of $2,541,882, and an accumulated deficit of $28,087,320. These material uncertainties and conditions may cast significant doubt upon the Company’s ability to continue as a going concern. Historically, the Company has funded its operations primarily through the issuance of equity. There are no assurances that the Company will continue to be successful in securing equity and/or debt financing on favorable terms.

7

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

1. Nature of operations and going concern (continued)

Legality of Cannabis Operations in the United States:

The Company indirectly derives revenue from the cannabis industry in Washington, Oregon, and Colorado. The cannabis industry is illegal under United States federal law. The Company is not directly engaged in the manufacture, importation, possession, use, sale, or distribution of cannabis in the recreational cannabis marketplace, or medical cannabis marketplace in either Canada or the United States.

In the United States (“U.S.”), 37 states, the District of Columbia, and four U.S. territories allow the use of medical cannabis. Moreover, 16 states and the District of Columbia have legalized the sale and adult-use of recreational cannabis. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970 (“Federal CSA”). Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law. This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level.

There remains uncertainty about the US federal government’s position on cannabis with respect to cannabis legal states. A change in its enforcement policies could impact the ability of the Company to continue as a going concern.

2. Significant accounting policies

Basis of presentation

These financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company‘s annual audited financial statements for the year ended January 31, 2021, and do not include all the information required for full annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). It is suggested that these financial statements be read in conjunction with the annual audited financial statements.

These financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

8

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

2. Significant accounting policies (continued)

Principles of consolidation

These financial statements include the accounts of:

• INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) (“INDVR”)) a company domiciled in Canada as the legal parent company; and

• INDVR Brands U.S., Inc. (“INDVR US”) (formerly Cannabis One U.S. Inc., and formerly Bertram Capital Finance, Inc.) domiciled in the USA as the operating legal subsidiary.

A subsidiary is an entity controlled by the Company and is included in the financial statements from the date that control commences until the date that control ceases. The accounting policies of a subsidiary are changed where necessary to align them with the policies adopted by the Company.

Functional and presentation currency

These financial statements are presented in United States dollars (U.S. dollars), which is the functional currency of INDVR US. The functional currency of INDVR is the Canadian dollar (“CAD”).

Comparative figures

Certain comparative figures on the statement of loss and comprehensive loss have been reclassified to conform to the current period’s presentation. Specifically, information technology and software has been combined within general and administrative.

Significant accounting policies

The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent annual audited financial statements and are those the Company expects to adopt in its financial statements for the year ended January 31, 2022. Accordingly, these financial statements should be read in conjunction with the Company’s most recent annual audited financial statements.

9

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

3. Leases receivable

As at April 30, 2021 and January 31, 2021, leases receivable consists of:

• Two equipment lease agreements with Cannabis Corp. The two lease agreements originally had a term of five years each expiring on December 31, 2021 and March 31, 2022. These leases are subject to the Notice of Claim served against Cannabis Corp. (Note 15); and

• Three facility (right-of-use asset) sublease agreements (all of which are with Cannabis Corp. in Colorado which includes its own cultivation facility, a separate cultivation facility producing the Fat Face Farms brand, and a dispensary). The Company has classified these facility subleases as finance leases because they are for the majority of the remaining term of the head lease.

The leased equipment is held as security until the end of the lease terms. In accordance with the terms of the existing lease agreements, the leased equipment is always owned by the Company, and possession will revert to the Company upon expiration of the lease agreements. The Company’s average monthly implicit lease rates range between 10.19% and 26.70% on each of the three facility subleases.

There were no amendments to the terms of the equipment leases or facility subleases during the three months ended April 30, 2021 and the year ended January 31, 2021.

The following table sets out a maturity analysis of leases receivable, showing the undiscounted lease payments to be received in future periods:

Fiscal year	Facility subleases $	Equipment leases $	Total $
Less than one year	437,557	436,523	874,080
One to three years	1,190,172	1,047,654	2,237,826
Three to five years	1,051,093	436,522	1,487,615
Thereafter	503,118	-	503,118
Total undiscounted leasepayments receivable	3,181,940	1,920,699	5,102,639
Unearned finance income	(1,033,370)	(1,262,476)	(2,295,846)
Net investment in the lease	2,148,570	658,223	2,806,793

10

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

3. Leases receivable (continued)

A reconciliation of the Company’s leases receivable as at and for the year ended January 31, 2021 is as follows:

	Facility	Equipment	January 31,
	subleases	leases	2021
	$	$	$
Balance, beginning of year	1,501,981	784,031	2,286,012
Addition	910,300	-	910,300
Payments received	(523,600)	(611,132)	(1,134,732)
Leaseincome	314,189	492,562	806,751
Balance,end ofyear	2,202,870	665,461	2,868,331
Currentportion(within oneyear)	287,740	56,399	344,139
Long-termportion(later than oneyear but no later than fiveyears)	1,915,130	609,062	2,524,192

A reconciliation of the Company’s leases receivable as at and for the three months ended April 30, 2021, is as follows:

	Facility	Equipment	April 30,
	subleases	leases	2021
	$	$	$
Balance, beginning of period	2,202,870	665,461	2,868,331
Payments received	(144,696)	(87,305)	(232,001)
Leaseincome	90,397	80,066	170,463
Balance, end ofperiod	2,148,571	658,222	2,806,793
Currentportion(within oneyear)	268,211	-	268,211
Long-termportion(later than oneyear but no later than fiveyears)	1,880,360	658,222	2,538,582

Lease and rental income:

During the three months ended April 30, 2021, the Company earned $170,463 (2020 - $218,165) in lease and rental income related to unwinding of finance income on equipment leases and facility subleases plus other nominal lease and rental amounting to $599 (2020 - $nil) for aggregate lease and rental income of $171,062.

11

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

4. Loans receivable

A reconciliation of the Company’s loans receivable as at and for the three months ended April 30, 2021, and the year ended January 31, 2021 is as follows:

ended January 31, 2021 is as follows:
	April 30,	January 31,
	2021	2021
	$	$
Balance, beginning of period/year	121,276	108,520
Advances	-	21,875
Repayments	-	(2,500)
Interest income accrual and/or adjustment	3,102	14,287
Loss allowance	-	(20,906)
Balance, end ofperiod/year	124,378	121,276

As at April 30, 2021, the carrying value of loans receivable is due from Cannabis Corp. Additionally, a loan due from another third party has been allowed for in full effective January 31, 2021 ($20,906).

Cannabis Corp. loan receivable

In 2020, the Company issued a Promissory Note to Cannabis Corp. in the amount of $106,012 for the purposes of providing short-term working capital to Cannabis Corp., until such time that the City of Denver issued the Certificate of Occupancy (issued December 10, 2019) on its cultivation facility. The loan bears interest at 12% per annum, is unsecured and matured on November 20, 2020. In accordance with the terms of the agreement, the loan was automatically extended on November 20, 2020. As at April 30, 2021 and January 31, 2021, the loan had not yet been repaid and is subject to the Notice of Claim served against Cannabis Corp (Not 15).

12

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

5. Property and equipment

Property and equipment consists of the following:

	Extraction	Cultivation Leasehold	Furniture and	Right-of-use
	equipment	equipment improvements	equipment	assets	Total
	$	$ $	$	$	$
Cost
January 31, 2020	547,386	395,046 1,899,939	88,967	624,294	3,555,632
Additions	-	9,601 110,463	5,230	-	125,294
Transfer to leases receivable	-	- -	-	-	-
Disposals	-	- (146,613)	-	(500,210)	(646,823)
January31,2021	547,386	404,647 1,863,789	94,197	124,084	3,034,103
Accumulated depreciation
January 31, 2020	90,773	68,140 112,651	19,118	243,374	534,056
Additions	109,477	93,860 239,090	18,486	86,152	547,065
Disposals	-	- -	-	(205,442)	(205,442)
January31,2021	200,250	162,000 351,741	37,604	124,084	875,679
Cost
January 31,2021	547,386	404,647 1,863,789	94,197	124,084	3,034,103
April 30, 2021	547,386	404,647 1,863,789	94,197	124,084	3,034,103
Accumulated depreciation
January 31, 2021	200,250	162,000 351,741	37,604	124,084	875,679
Additions	27,369	20,23252,189	4,710	-	104,500
April 30, 2021	227,619	182,232 403,930	42,314	124,084	980,179
Net book value
January 31, 2021	347,136	242,647 1,512,048	56,593	-	2,158,424
April 30, 2021	319,767	222,415 1,459,859	51,883	-	2,053,924

Right-of-Use Assets and Lease Liabilities

Under IFRS 16 – Leases , the Company assesses whether a contract is, or contains, a lease. For contracts that are, or contain, leases, the Company recognizes a right-of-use asset and lease liability at the commencement date.

The Company has identified certain contracts that are leases as defined under IFRS 16. In analyzing the identified agreements, the Company applied the lessee accounting model pursuant to IFRS 16 and considered all the facts and circumstances surrounding the inception of the contract (but not future events that are not likely to occur). Lease liabilities were calculated with a discount rate of 10%.

Based on all the facts and circumstances at the inception of the contract, the Company has determined that the identified facility head leases listed below contain a lease as defined by IFRS 16:

				Sublease
Location	Asset	Type	Sublessee	classification
Active leases:
Denver, CO	Building	Cultivation	Cannabis Corp.	Finance lease (leases receivable)
Denver, CO	Building	Cultivation	Cannabis Corp.	Finance lease (leases receivable)
Denver, CO	Building	Dispensary	Cannabis Corp.	Finance lease(leases receivable)

13

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

5. Property and equipment (continued)

A reconciliation of the Company’s lease liabilities as at and for the three months ended April 30, 2021, and the year ended January 31, 2021, is as follows:

		April 30,	January 31,
		2021	2021
	Lease liabilities	$	$
	Balance, beginning of period/year	2,471,952	2,169,707
	Additions	-	910,300
(1)	Lease payments	(108,000)	(517,959)
	Lease interest (finance costs)	61,372	275,607
	Termination	-	(365,703)
	Balance, end of period/year	2,425,324	2,471,952
	Current portion of lease liabilities	455,803	448,491
	Non-current portion of lease liabilities	1,969,521	2,023,461
	Maturity analysis - contractual undiscounted cash flows
	Less than one year	455,803	448,491
	One to five years	1,756,600	1,804,212
	More than five years	1,390,635	1,458,694
	Total undiscounted lease liabilities	3,603,038	3,711,397

(1) As at April 30, 2021, there were no lease payments included in trade and other payables (January 31, 2021 - $40,875, which was settled by way of issuance of Class A SUB shares during the three months ended April 30, 2021 (Note 9)).

14

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

6. Intangible assets

Intangible assets consist of the following:

ntangible assets consist of the following:
	Trade names
	$
Cost
January 31, 2020	1,716,574
Write-downof tradenames acquired	(749,550)
January 31,2021	967,024
Accumulated amortization
January 31, 2020	147,974
Write-down of trade names acquired	(217,560)
Additions	343,314
January 31,2021	273,728
Cost
January 31,2021	967,024
April 30, 2021	967,024
Accumulated amortization
January 31, 2021	273,728
Additions	48,351
April 30, 2021	322,079
Net book value
January 31,2021	693,296
April 30, 2021	644,945

As at January 31, 2021, the Company tested whether the trade names were impaired and concluded that its Fat Face Farms trade name was impaired in full (net book value of $531,990) as revenues from the trade name had not yet been recognized by May 31, 2021 and as at the date of these financial statements and there is uncertainty as to the timing and amount of revenues that may be generated in the future.

As at April 30, 2021 and January 31, 2021, there were no impairment indicators in respect of the Honu trade name.

15

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

7. Loans payable

A reconciliation of the Company’s loans payable as at and for the three months ended April 30, 2021, and the year ended January 31, 2021 is as follows:

ended January 31, 2021 is as follows:
	April 30,	January 31,
	2021	2021
	$	$
Balance, beginning of period/year	826,243	412,000
Proceeds received - Payroll Protection Program	-	820,600
Settlement (non-cash)	-	(400,000)
Interest forgiven	-	(12,000)
Interest expense	2,001	5,643
Balance, end ofperiod/year	828,244	826,243

Payroll Protection Program Loan

On May 25, 2020, the Company entered into a loan agreement with a lender based in the United States for an unsecured loan. The loan was made pursuant to the Paycheck Protection Program (the “PPP”) as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The loan was made to the Company for a principal amount of $820,600 and has a term of 2 years with a 1% annual interest rate. At April 30, 2021, accrued interest payable totals $7,644 (January 31, 2021 - $5,643) and is included within the carrying value of the loans payable.

Payments on the PPP loan are deferred for 6 months, after which the repayment of principal and interest is required to be made in equal monthly payments over 18 months beginning December 25, 2020. There is no prepayment penalty. If proceeds are used for qualifying expenses as defined by the CARES Act, including payroll costs, health care benefits, rent and utilities, the Company can apply for forgiveness after 60 days of all or any portion of the loan used for such qualifying expenses. Although the Company intends to use the proceeds for qualifying expenses, there is no assurance that the Company will obtain forgiveness of the loan. The terms of the loan, including eligibility and forgiveness, may be subject to additional requirements adopted by the SBA. If the Company is successful in receiving forgiveness for those portions of the loan used for qualifying expenses, those amounts will be recorded as a gain upon extinguishment.

8. Other liabilities

Effective January 15, 2020, the Company entered into two Purchase and Sale of Future Receipts Agreements (“PSFR”) with the President of the Company, and an entity majority owned by a trust of which the former CEO of the Company is a beneficiary (the “Purchasers”), for aggregate proceeds of $82,650. These amounts were settled in full during the year ended January 31, 2021, through settlements reached pursuant to the private placement that closed in May 2020. During the year ended January 31, 2021, interest expense in the amount of $53,723, was recognized and a total of $136,373 was settled. Accordingly, there are no further amounts owed by the Company.

16

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

9. Share capital

Authorized

• The Company is authorized to issue an unlimited number of shares, consisting of the following:

• Class A Subordinated Voting Shares (common share equivalent, one vote per share) (“Class A SUB Shares”); and

• Class B Super Voting Shares (ten votes per share) (“Class B SVS Shares”). Each Class B SVS Share is convertible at any time at the option of the holder into ten (10) Class A SUB Shares.

Repurchase of Shares

During the year ended January 31, 2021, the Company entered into three Settlement and Release Agreements pursuant to the repurchase of certain Class A SUB Shares, and Class B SVS Shares (collectively, “Shares”) which were issued in 2020, pursuant to warrant exercises. Pursuant to the agreements the Company agreed to repurchase the equivalent of 450,000 Class A SUB Shares in aggregate at a total cost of $337,500.

As at April 30, 2021 and January 31, 2021, the Company had repurchased 200,000 Shares in aggregate at a cost of $209,014. Additionally, the Company had forgone $244,682 during the year ended January 31, 2021 which was included in subscriptions receivable as at January 31, 2020. During the year ended January 31, 2021, the Company returned all 200,000 Shares repurchased to treasury. There was no share repurchase activity during the three months ended April 30, 2021.

Escrowed Shares

As at April 30, 2021, the Company had 4,902,617 Class A SUB Shares and 1,099,143 Class B SVS Shares (January 31, 2021 - 4,902,617 Class A SUB Shares and 1,099,143 Class B SVS Shares) held in escrow subject to timed releases.

Transactions for the issuance of share capital during the three months ended April 30, 2021:

• On February 26, 2021, the Company issued 2,375,000 Class A SUB Shares at CAD $0.08 each for cash proceeds of $150,306 (CAD $190,000) of which $79,200 (CAD $100,000) was included in subscriptions received as at January 31, 2021 leaving $71,106 as cash proceeds received during the three months ended April 30, 2021.

• On February 26, 2021, the Company issued 4,412,875 Class A SUB Shares at CAD $0.08 each for a fair value of $278,919 (CAD $353,030) in settlement of trade and other payables and lease liabilities (included in trade and other payables) for an equivalent amount.

• On February 26, 2021, the Company issued 164,375 Class B SVS Shares at CAD $0.80 each for a fair value of $103,695 (CAD $131,500) in settlement of trade and other payables for an equivalent amount.

• On April 29, 2021, the Company entered into a comprehensive Settlement Agreement with Grid Property Management LLC and issued the first instalment of 1,000,000 Class B SVS Shares of the Company with a fair value of $529,165 (CAD $650,000 or CAD $0.065 each) concurrently with the execution of the Settlement Agreement (relating to a contingency as described in Note 15).

• Between March and April 2021, the Company issued 4,420,040 Class A SUB Shares on conversion of 442,004 Class B SVS Shares for $nil consideration.

Transactions for the issuance of share capital during the three months ended April 30, 2020:

• There were no issuances of share capital during the three months ended April 30, 2020.

17

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

9. Share capital (continued)

a) Stock options

The Company has an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the CSE requirements, grant to Directors, Officers, employees and consultants stock options to purchase Class A SUB Shares of the Company, provided that the number of shares reserved for issuance will not exceed 10% of the total issued and outstanding shares of the Company. The stock options have a maximum term of 10 years from the date of grant, and vest over periods as determined by the Board of Directors. The exercise price of stock options granted under the Plan must not be less than the market price of the Company’s Class A SUB Shares which trade on the CSE.

A summary of the status of the Company’s stock options as at April 30, 2021 and January 31, 2021 and changes during the period/year then ended is as follows:

	Period ended	Period ended	Year	ended
	April 30, 2021		January	31, 2021
		Weighted		Weighted
		average		average
	Options	exercise price	Options	exercise price
	#	CAD$	#	CAD$
Options outstanding, beginning of period/year	9,850,000	0.32	4,350,000	0.62
Granted	-	-	5,600,000	0.08
Cancelled	(2,566,663)	0.28	(100,000)	0.60
Options outstanding, end ofperiod/year	7,283,337	0.33	9,850,000	0.32

There are no stock options exercisable into Class B SVS Shares.

As at April 30, 2021, the Company had stock options outstanding and exercisable as follows:

Outstanding	Exercisable	Exercise	price (CAD)	Expiry date	Remaining life (years)
200,000	200,000	$	0.35	May 11, 2023	2.03
2,883,337	2,883,337	$	0.60	February 25, 2024	2.82
200,000	200,000	$	1.38	May 31, 2024	3.09
4,000,000	1,333,333	$	0.08	November 16, 2025	4.55
7,283,337	4,616,670				3.76

During the three months ended April 30, 2021, share-based payment expense totalled $31,314 (2020 - $72,924) relating to the fair value of stock options granted and/or vesting during the period.

During the three months ended April 30, 2021, 2,566,663 stock options were cancelled as a result of former employee leaving employment resulting in a reclassification of $364,121 (CAD $483,359) from reserves with a credit deficit.

18

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

9. Share capital (continued)

b) Warrants

A summary of the status of the Company’s warrants as at April 30, 2021 and January 31, 2021, and changes during the period/year then ended is as follows:

the	period/year then ended is as follows:
(1)	Period ended April 30, 2021 Year ended January 31, 2021
	Weighted Weighted average average Warrants exercise price Warrants exercise price # CAD$ # CAD$
	Warrants outstanding, beginning of period/year 67,110,823 0.38 20,803,931 0.51 Issued - attached to Units - - 53,340,885 0.31 Expired (1,575,000) 0.24 (7,033,993) 0.25
	Warrants outstanding, end ofperiod/year 65,535,823 0.32 67,110,823 0.38

• (1) A correction was made to revise the opening balance of warrants at the beginning of the year ended January 31, 2021 to correctly reflect the number of warrants outstanding as at April 30, 2021 and January 31, 2021.

All warrants shown in the table above are representative of Class A SUB Share equivalents. Upon expiry of 1,575,000 warrants during the three months ended April 30, 2021, the Company reclassified the original fair value of $316,668 from reserves and credited deficit.

As at April 30, 2021, the Company had warrants outstanding and exercisable as follows:

Number of warrants -
Class A SUB Shares
and equivalent	Exercise price (CAD)		Expiry date	Remaininglife (years)
2,287,500	$	0.20	August 30, 2021	0.33
1,364,990	$	0.60	August 30, 2021	0.33
787,500	$	0.20	September 11, 2021	0.37
423,260	$	0.25	April 17, 2022	0.96
7,531,688	$	0.25	April 17, 2022	0.96
24,964,885	$	0.120	May 5, 2022	1.01
8,823,070	$	0.125	November 18, 2022	1.55
15,681,250	$	0.125	November 27, 2022	1.58
3,512,500	$	0.125	December 18, 2022	1.64
159,180	$	0.125	December 18,2022	1.64
65,535,823				1.20

19

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

9. Share capital (continued)

c) Reserves

Reserves is comprised of the accumulated fair value of stock options recognized as share-based payments, the fair value of compensatory finders’ warrants issued, and the residual value of warrants attached to unit private placements. Reserves is increased by the fair value of these items on vesting and is reduced by corresponding amounts when the stock options or warrants expire or are exercised or cancelled.

		Stock
	Warrants	Options	Total
	$	$	$
January 31, 2020	2,876,050	1,163,646	4,039,696
Options vesting	-	72,924	72,924
Options cancelled	-	(23,691)	(23,691)
April 30,2020	2,876,050	1,212,879	4,088,929
January 31, 2021	1,120,950	1,482,532	2,603,482
Options vesting	-	31,314	31,314
Options cancelled	-	(364,121)	(364,121)
Warrants expired	-	(316,668)	(316,668)
April 30, 2021	1,120,950	833,057	1,954,007

10. Supplemental cash flow information

The Company incurred non-cash financing and investing activities during the three months ended April 30, 2021 and April 30, 2020, as follows:

	April	30,	April	30,
	2021		2020
	$		$
Non-cash investing activities:
Property and equipment additions included in trade and other payables		27,420		106,477
Property and equipmentadditions- right-of-use assets (additions)		-		910,300
Non-cash financing activities:
Lease payments included in trade and other payables		-		40,875
Shares issued in settlement of trade and other payables and lease liabilities		911,779		-
Reclassification of subscriptions received on issuance of shares for cash		79,200		-

11. Related party balances and transactions

Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of members of the Company’s Board, and its Executive Officers.

As described below and throughout these financial statements, the Company engaged in several transactions during the comparative period with Cannabis Corp., a company jointly owned by the spouse of the former CEO, Director of the Company who resigned from the Company on July 31, 2020. Cannabis Corp. was determined to no longer be a related party to the Company effective December 31, 2020. On June 8, 2020, the Company entered into a Business Combination Agreement to acquire all the issued and outstanding common shares of Cannabis Corp. by way of a share exchange, which expired on December 31, 2020.

20

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

11. Related party balances and transactions (continued)

Key management personnel compensation:

The net aggregate compensation paid or payable to key management during the three months ended April 30, 2021 and April 30, 2020 was as follows:

and	April 30, 2020 was as follows:
		April 30,	April 30,
		2021	2020
		$	$
(1)	Management fees	92,750	303,860
	Share-based payments	10,013	40,576
		102,763	344,436

(1) Management fees are paid to certain Officers of the Company, and until July 31, 2020, to an entity majority owned by a trust of which the former CEO of the Company is a beneficiary.

Other related party transactions:

The following transactions during the three months ended April 30, 2021 and April 30, 2020 involved Cannabis Corp., as shown below. There were no transactions involving other related parties:

	April 30,	April 30,
	2021	2020
	$	$
Lease and rental income	-	218,165
Net service income (loss) - payroll services (loss)	-	29,027
Interest income on loans receivable	-	3,137
	-	250,329

Related party balances:

The following balances were payable to related parties as at April 30, 2021 and January 31, 2021:

	April 30, January 31, 2021 2021 $ $
(1)	Trade and otherpayables 105,500 27,750

(1) Due to the CEO and CFO of the Company for accrued management fees.

21

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

12. Financial risk management

Fair value of financial instruments

Financial instruments measured at fair value on the condensed interim consolidated statements of financial position are summarized into the following fair value hierarchy levels:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

• Level 3 – Inputs that are not based on observable market data.

There were no transfers between levels during the periods presented.

Classification of financial instruments

Classification of financial	instruments
Financial assets:	Classification:	Subsequent measurement:
Cash	FVTPL	Fair value
Receivables	Amortized cost	Amortized cost
Leases receivable	Amortized cost	Amortized cost
Loans receivable	Amortized cost	Amortized cost
Deposits	Amortized cost	Amortized cost
Financial liabilities:	Classification:	Subsequent measurement:
Trade and other payables	Amortized cost	Amortized cost
Lease liabilities	Amortized cost	Amortized cost
Loans payable	Amortized cost	Amortized cost
Tenant deposits	Amortized cost	Amortized cost

The fair value of cash is measured using Level 1 inputs. The carrying values of receivables, leases receivable (current portion) loans receivable (current portion), deposits, trade and other payables, lease liabilities (current portion), loans payable, and tenant deposits approximate their respective fair values due to their short-term term to maturity or guaranteed cash value at maturity.

The non-current portions of leases receivable, loans receivable, and lease liabilities also approximate fair value as they bear market rates of interest.

22

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

12. Financial risk management (continued)

Financial instruments - risk

The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include market risk (including interest rate risk, price risk, and currency risk), credit risk, and liquidity risk.

The Board of Directors has overall responsibility for the determination of the Company's risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.

(a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are impacted by interest rate risk, price risk, and currency risk.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is not exposed to significant interest rate risk as there are no financial instruments bearing variable rates of interest.

Price risk

Equity price risk is defined as the potential adverse impact on the Company’s results of operations and the ability to obtain financing, due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in value may be significant.

Currency risk

Currency risk is the risk of change in profit or loss that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company is exposed to currency risk with respect to the trade and other payables denominated in Canadian dollars, and outstanding non-compensatory warrants in INDVR issued with exercise prices denominated in U.S. dollars which differs from INDVR’s Canadian functional currency. A 10% change in the foreign exchange rate between the U.S. dollar and Canadian dollar would have had an insignificant impact profit or loss for the three months ended April 30, 2021.

23

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

12. Financial risk management (continued)

(b) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk for the Company arises from cash, receivables, leases receivable, loans receivable, and deposits. The carrying amount of these financial assets represents the maximum credit exposure as at April 30, 2021 and January 31, 2021.

Cash is deposited in a bank account held with a major Canadian bank, and one bank in Colorado. Cash is redeemable on demand and each bank has reputable credit quality. Accordingly, the credit risk exposure on cash is limited and management considers the risk to be minimal for its cash deposits. The Company has sales tax recoverable which is due from the Canadian Government and management considers the credit risk to be low.

The Company is exposed to credit risk inherent in its trade receivables which include credit exposures to customers and their outstanding trade receivable balances. As noted above, a significant portion of trade receivables were reclassified to non-current assets as the Company negotiates structure and timing of payment on these amounts.

Credit risk relating to Cannabis Corp.

Credit risk relating to the balances due from Cannabis Corp. (trade receivables, leases receivable, and loans receivable) is subject to the outcome of the Notice of Claim served by the Company against Cannabis Corp on March 23, 2021 (Note 15). The Company has filed at total of 17 counterclaims in the Cannabis Corp. action targeted to include the contracts associated with the accounts receivable balances that, if successful in litigating several of the most significant claims, potentially represent damages in amounts that are several multiples more than the account receivables balances currently due from Cannabis Corp.

Currently, there have been no loss allowances recognized on these amounts. Cannabis Corp.’s ability to repay all amounts due to the Company in full, is dependent on either Cannabis Corp. generating profitable and cash flow positive operations. The balances due from Cannabis Corp. as at April 30, 2021 total $3,508,010 (January 31, 2021 - $2,720,443) comprising the following:

• Trade receivables: $576,839 (January 31, 2021 - $545,025)

• Leases receivable: $2,806,793 (January 31, 2021 - $2,054,142)

• Loans receivable: $124,378 (January 31, 2021 - $121,276)

There has been no loss provision or allowance recorded against any of the amounts owed to the Company by Cannabis Corp. as at April 30, 2021 or January 31, 2021.

Impairment of financial assets

The Company has these types of financial assets that are subject to the expected credit loss model:

• Trade receivables;

• Leases receivable;

• Loans receivable; and

• Deposits.

While cash is also subject to the impairment requirements of IFRS 9, the risk is insignificant. The Company applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade receivables and leases receivable. The Company applies the general approach using practical expedients to loans receivable which involves recognition at each reporting date of a loss allowance based on a 12-month expected credit loss model without the requirement to re-assess whether any significant increases in credit risk have occurred at each reporting date.

To measure the expected credit losses, trade receivables and leases receivable have been respectively grouped based on specific credit risk characteristics, debtor circumstances, and the days past due. The volume of debtors in these respective categories is low. The expected loss amounts are based on historical payment profiles, and the corresponding historical credit losses experienced within this period for these debtors. The historical loss rates, if any, are considered and adjusted in respect of aged trade receivables to reflect current and forward-looking information on factors specific to the customers’ ability to settle the receivables.

24

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

12. Financial risk management (continued)

(b) Credit risk (continued)

As at April 30, 2021 and January 31, 2021, the Company’s accumulated loss allowances recognized as a reduction to the related assets were as follows:

	Loss
	allowances
As at April 30, 2021	$
Trade receivables	293,315
Trade receivables (non-current)	325,000
Loans receivable	20,906
Total	639,221

	Loss
	allowances
As at January 31, 2021	$
Trade receivables	293,315
Trade receivables (non-current)	325,000
Loans receivable	20,906
Total	639,221

During the three months ended April 30, 2021, the Company did not recognize any additional loss provisions or changes in accumulated loss allowances. During the year ended January 31, 2021, the Company recognized an additional loss allowance/provision in aggregate on trade receivables of $749,114.

Trade receivables, leases receivable, and loans receivable are written-off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, failure of a debtor to engage in a repayment plan with the Company, the issuance by the Company of a Notice of Default, or a Court Order for Possession. Impairment losses are presented as loss provisions within profit or loss. Subsequent recoveries of amounts previously written-off are credited against the same line item.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. The following table summarizes the Company’s contractual maturities for its financial liabilities, including both principal and interest payments:

As at April 30, 2021 Carrying amount $ Contractual cash flows $	Under 1 year $ 1-3 years $ 3-5 years $ More than 5 years $
Trade and other payables 2,457,898 2,457,898 Lease liabilities 2,425,324 3,603,038 Loans payable 828,244 828,244 Tenant deposits 165,000 165,000	2,457,898 - - - 455,803 953,508 803,092 1,390,635 828,244 - - - 165,000 - - -
Total 5,876,466 7,054,180 3,906,945 953,508 803,092 1,390,635

25

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

13. Economic dependence

Receivables:

Receivables consists of the following:

Receivables consists of the following:
	April 30,	January 31,
	2021	2021
	$	$
Current
Trade receivables	668,049	618,105
Sales tax recoverable	115,351	104,042
	783,400	722,147
Non-current
Tradereceivables (arm'slengthcustomers)	500,000	500,000
	500,000	500,000

As at April 30, 2021, current trade receivables were comprised of amounts due from three customers, one of which is Cannabis Corp. totalling $576,839 (Note 12(b)), (January 31, 2021 - $545,025). The Company commenced litigation against Cannabis Corp. on March 23, 2021 (Note 15), by way of serving a Notice of Claim. The Company expects full collection of this receivable as proceedings are initiating.

As at April 30, 2021 and January 31, 2021, non-current receivables represent trade receivables from one customer for which the Company is work towards refinancing with the debtor in the form of an interest bearing, secured promissory note of approximately $500,000 (January 31, 2021 - $500,000).

Revenue:

During the three months ended April 30, 2021, the Company derived 58% (2020 – 85%) of its revenues from Cannabis Corp. Additionally, during the three months ended April 30, 2021, Cannabis Corp. and a second customer each individually represented more than 10% of revenue for an aggregate of 91% with a third customer representing the remaining 9% of revenue for the period then ended.

14. Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and where permissible to pursue opportunities to complete potential business and/or asset acquisitions of state-licensed cannabis cultivators, manufacturers, and dispensaries throughout legal markets within the United States. The Company can attempt to raise new capital through equity or related party advances/debt issuances. The Company is not exposed to any externally imposed capital requirements, nor were there changes in the Company’s approach to capital management during the three months ended April 30, 2021.

26

INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

15. Contingencies

The Company is Defendant to all the following legal proceedings, unless otherwise noted.

Alan and Brooks Builders LLC (“A&B”)

In October 2018, the Company received a notice of civil claim against the Company with respect to the construction of one of the Company’s leased properties. A&B was originally seeking to recover $507,767 in labor and materials related to work performed, but after a mediation meeting and further clarification, the amount claimed was significantly reduced to approximately $212,000.

In December 2019, this matter went to jury trial with a judgment determined against the Company in the amount of approximately $212,000. In June 2020, the District Court in Denver Colorado entered its Order of Judgment against the Company for approximately $240,000 (including statutory interest). Management, in consultation with legal counsel, was advised to appeal this judgment to reduce the possible amount owing to A&B.

In an attempt to force collection of this judgment before any pending appeal by the Company, A&B placed a judgment lien of approximately $240,000 against certain dispensary and cultivation facilities in Denver associated with the Company. The landlord and owner of these facilities paid this judgment amount in full on behalf of the Company to remove the lien. In February 2021, the Company made a final payment of $26,000 in settlement of this matter to A&B and accordingly there is no further balance owed to A&B as at April 30, 2021. As at January 31, 2021, $26,000 was included in trade and other payables.

Strainz, Inc. (“Strainz”) & Bronnor Corp. (“Bronnor”) (Company is Plaintiff and Defendant in a consolidated proceeding)

In December 2018, the Company filed a claim against Bronnor for breach of contract pursuant to the Materials Purchases Agreement entered into on August 2, 2018 as Bronnor had failed to engage in a repayment plan with the Company on the funds advanced by the Company to Bronnor. The Company was seeking repossession of inventory which was pledged as security for the funds advanced, and monetary damages of approximately $130,000 against Bronnor.

On January 29, 2019, Strainz and Bronnor filed a counter claim against the Company claiming breach of contract, breach of implied covenant of good faith and fair dealing, misappropriation of trade secrets, and fraudulent misrepresentation and concealment. Strainz and Bronnor were parties to loans receivable that were written-off during the year ended December 31, 2018. Strainz and Bronnor are seeking monetary damages against the Company. On June 4, 2019, the Motion to Consolidate the Company’s claim against Bronnor with the related lawsuit filed by Strainz and Bronnor against the Company, was granted by the court in favour of the Company.

On August 6, 2020, the parties entered a mutual Agreement to Stay the court proceedings pending resolution of all matters through either non-binding mediation or binding arbitration, with certain deadlines for the completion of this alternative dispute resolution. On September 3, 2020, the parties both participated in the non-binding mediation. While substantial progress was made in understanding the claims and concerns of each party, no settlement resolution was reached during this session.

Subsequent to the non-binding mediation and before the arbitration commenced, the parties entered into a comprehensive Settlement Agreement conditioned upon the completion of an associated Asset Purchase Agreement dated February 27, 2021 (the “APA”) (Note 1). Specifically, all parties agreed to dismiss all legal claims upon the completion of the APA, which includes the acquisition of substantially all of the assets of Strainz and Bronnor in exchange for shares of the Company. The Company anticipates settling all outstanding legal claims between all parties to this lawsuit on completion of the APA. Accordingly, no provision for possible loss has been included in these financial statements.

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INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

15. Contingencies (continued)

Grid Property Management LLC

In late February 2020, an order for default judgment was entered by the Circuit Court in the State of Oregon against the Company for approximately $174,000 payable to Grid Property Management LLC (“Grid”). This judgment is related to two facility leases that the Company entered into with Grid in Oregon to facilitate the ongoing operations of Honu. In January 2021, the default judgment, attorneys’ fees, penalties and other interest in the amount of $462,177 was certified by the Circuit Court in the State of Oregon.

On April 29, 2021, the parties entered into a comprehensive Settlement Agreement that provided for a mutual release of all claims in exchange for consideration including 2,000,000 Class B SVS Shares of the Company being issued to Grid (and to members of its ownership group) in several instalments. The first instalment of 1,000,000 Class B SVS Shares of the Company were issued on April 30, 2021 (Note 9) concurrently with the execution of the Settlement Agreement.

As at April 30, 2021, the default judgment fees and interest of $529,273 (January 31, 2021 - $462,177) is accrued and included in trade and other payables and is inclusive of the recognition of a loss provision during the three months ended April 30, 2021 totalling $595,853. The Company’s accrual within trade and other payables was partially offset by the issuance of 1,000,000 Class B SVS Shares as described above with a fair value of $529,165.

On June 14, 2021, the Company issued the second and final installment of 1,000,000 Class B SVS Shares to Grid at a fair value of approximately $0.54 (CAD $0.65) in full settlement of the judgment and related Settlement Agreement with Grid (Note 17).

Cannabis Corp.

On March 23, 2021, the Company filed a Notice of Civil Claim against Cannabis Corp. The Company has filed at total of 17 counterclaims in the Cannabis Corp. action targeted to include the contracts associated with accounts receivable balances (Note 12(b)).

Summary Table

A summary of the total loss provision included within trade and other payables as at April 30, 2021 and January 31, 2021, is as follows:

2021, is as follows:
	April 30,	January 31,
Litigation involving the	2021	2021
Company as Defendant	$	$
Allan and Brooks Builders LLC	-	26,000
Strainz & Bronnor	-	-
Grid Property Management LLC	529,273	462,775
RLM PublicRelations,Inc.	33,750	33,750
	563,023	522,525

During the three months ended April 30, 2021, the Company recognized $595,853 in loss provisions for contingencies (2020 - $nil).

16. Segmented information

The Company operates in one segment which is the provision of services to licensed cannabis businesses in the United States. The Company provides marketing and payroll administration, subleases facilities, and subleases equipment relating to production, cultivation, and dispensary operations of licensed cannabis businesses. Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources, and in assessing performance.

All the Company’s long-lived assets are located in the United States. All revenues were generated in the United States.

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INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended April 30, 2021 and April 30, 2020 (Unaudited – Prepared by Management) (Expressed in United States Dollars)

17. Subsequent events

• (a) During May 2021, the Company issued 1,100,000 Class A SUB Shares on conversion of 110,000 Class B SVS Shares for $nil consideration.

• (b) On June 14, 2021, the Company issued the second and final installment of 1,000,000 Class B SVS Shares to Grid (Note 15).

• (c) On June 14, 2021, the Company completed the acquisition of certain assets of Strainz and Bronnor pursuant to an Asset Purchase Agreement executed on March 4, 2021 (Note 1). Accordingly, the Company issued 13,700,000 Class B SVS Shares with a fair value of approximately $0.53 (CAD $0.65) for a total of $7,323,472 (CAD $8,905,000) upon completion of the acquisition. The assets acquired include finished goods and raw materials inventory relating to cannabis extracts and edibles, property and equipment inclusive of leaseholds, extraction equipment, computer equipment, and furniture and fixtures, as well as all intellectual property and operating procedures and processes. The Company is also in the process of acquiring the underlying cannabis and production licenses which are undergoing regulatory approvals with the States of Colorado and Nevada for the transfer of the licenses to the Company’s subsidiary INDVR US.

The acquisition of the assets of Strainz and Bronnor is expected to constitute a business combination which will be accounted for under the acquisition method in accordance with the guidance provided in IFRS 2, Share-based Payments and IFRS 3, Business Combinations . Upon completion of the accounting for the acquisition, goodwill may arise from if the consideration paid for the net assets acquired by the Company exceeds their fair values. Consideration in excess of the assets fair values may reflect the benefit of expected revenue, existing brand(s), future market development, and assembled work forces.

As at the date of authorization of these financial statements, the initial accounting for the acquisition of the assets of Strainz and Bronnor is incomplete. As a result, the Company is unable to provide disclosure in accordance with IFRS 3 Business Combinations in respect of the following: (i) the amount and qualitative factors that make up goodwill that may be recognized, and the amount if any, of goodwill that is expected to be deductible for tax purposes; (ii) the fair values and gross contractual amounts of receivables acquired; (iii) the amounts recognized for each major class of assets and liabilities assumed; (iv) the amount of separately recognized transactions which may include acquisition related professional fees and other costs that may be recognized as an expense in profit or loss.

Upon transfer of the licenses the Company will acquire physical possession and control of the underlying assets at which time the initial accounting for the acquisition of the assets acquired will be completed.

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