INDVR Brands Inc. — Interim / Quarterly Report 2021

Jun 30, 2021

INDVR BRANDS INC.

(formerly Cannabis One Holdings Inc.)

MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

This Management's Discussion & Analysis (“ MD&A ”) of the financial condition and results of operations of INDVR Brands Inc. (formerly Cannabis One Holdings Inc.) (“ INDVR ” or the “ Company ”) should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the three months ended April 30, 2021 and the audited consolidated financial statements for the year ended January 31, 2021 and accompanying notes therein. This MD&A is dated June 29, 2021 (the “MD&A Date” ), which is the date that the Board of Directors of the Company (the “ Board” ) approved the disclosure contained in this MD&A.

The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. Except as otherwise indicated, all financial data in this MD&A have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) issued by the International Accounting Standards Board (“ IASB ”) and interpretations of the International Financial Reporting Interpretations Committee (“ IFRIC ”).

All dollar amounts in this MD&A are expressed in United States Dollars except where otherwise indicated.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “ forward-looking statements ”). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the MD&A Date or as of the date specified in such statement. This MD&A contains forward-looking statements pertaining to, but not limited to, the Company’s acquisitions, operating results, and sector growth.

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company's ability to predict or control. Please also refer to those risk factors in the “Risk Factors” and “Additional Risk Disclosure for Issuers with U.S. Cannabis Operations” sections below. Actual results and developments are likely to differ, and may differ materially from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any of its anticipated results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements.

The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

CORPORATE OVERVIEW

The Company was originally incorporated as Metropolitan Mining Corp. (“ Metropolitan ”) on July 16, 2007, under the Business Corporations Act (British Columbia) and later changed its name to Metropolitan Energy Corp. On November 8, 2018, Metropolitan changed its name to Cannabis One Holdings Inc. (“ Cannabis One ”), and further on August 14, 2020, the Company changed its name to INDVR Brands Inc. (“ INDVR ”). INDVR, through its wholly-owned subsidiary, INDVR Brands US, Inc (“ INDVR US” ), (formerly Cannabis One U.S., Inc. (“ CBIS US ”) formerly Bertram Capital Finance, Inc. (“ Bertram ”)), a Colorado corporation, focuses on providing management resources as well as infrastructure and equipment for use in the production, cultivation and dispensary operations of licensed cannabis businesses in the United States of America (the “ United States ” or the “ U.S. ”). INDVR US was incorporated in Colorado on February 20, 2015.

The Company indirectly derives revenue from the cannabis industry in Washington, Oregon, and Colorado. The Company not been 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 prior to the close of the Straniz and Bronnor acquisition.

INDVR has licensing agreements and contractual partnerships with related and unrelated licensed cannabis producing entities to provide a variety of services including product packaging, equipment leasing, and site personnel and management resources. INDVR also owns certain intellectual property, including the trademarks, trade names, domain names and/or licensing rights for various cannabis-related brands. This intellectual property is comprised of the trade names “CannabisTM”, “The JointTM by Cannabis”, “Incognito by Cannabis”, “Fire by Cannabis”, “Cannabis Prime”, “Fat Face Farms”, “Honu” and “INDVRTM”, the innovative vaporizer-style cannabis delivery system, as well as related trademarks and website domains.

References to “Class A SUB Shares” and “Class B SVS Shares” refer to the Class “A” Subordinate Voting Shares and Class “B” Super Voting Shares in the capital of the Company, respectively. Each Class B SVS Share is convertible at the option of the holder into ten (10) Class A SUB Shares, subject to certain restrictions on conversion in the terms of the Class B SVS Shares.

CORPORATE OUTLOOK AND PROPOSED TRANSACTION

Corporate Outlook

INDVR's long-term plan for expansion is to extend its operations throughout North America and internationally with the intention of establishing a leading brand culture and reputation in the cannabis industry. INDVR intends to expand its client base and provide support services in additional markets within the U.S.

The Company continues to actively identify and evaluate cannabis sector assets and businesses through discussions with various business associates, contacts of the directors and officers, and other parties, with a view to completing acquisitions of, or extending professional services to, cannabis sector participants in those states in the United States where it is permissible to do so under applicable state regulatory regimes. To carry out this activity and to fund continued general corporate requirements, the Company anticipates the need for additional fundraising primarily through equity financing, but possibly through debt financing. However, there can be no assurance that any such financing, whether equity or debt, will be available to the Company in the amount required, or if available, that it can be obtained on terms satisfactory to the Company.

See “Acquisition of Assets – Strainz and Bronnor” within Overall Performance below.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

OVERALL PERFORMANCE

For the three months ended April 30, 2021 and through to the MD&A Date, the Company was focused on settlement of debt through issuances of shares and progress towards completion of the APA with Strainz and Bronnor.

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.

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 below).

Acquisition of Assets – Strainz and Bronnor

On June 14, 2021, the Company completed 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. 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 .

As at the MD&A Date, 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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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

DISCUSSION OF OPERATIONS

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

For the three months ended April 30, 2021 and April 30, 2020:
April 30, 2021 $ April 30, 2020 $	Change (rounded) $
Lease and rental income 171,062 218,165 Royaltyincome,net 125,208 -	(47,000) 125,000
Total revenue 296,270218,165 Net service income -35,158	78,000 (35,000)
Gross profit 296,270 244,390	52,000
Operating expenses (724,528) (1,247,018) Loss from operations (428,258) (1,002,628) Loss for the period (1,024,111) (1,002,628)	522,000 574,000 (21,000)
Basic and diluted lossper common share (0.01) (0.01)

Lease and rental income: are derived from equipment leased and facilities subleased to Cannabis Corp. and Fat Face Farms. Royalty income: The Company began earning royalties through the licensing of certain of its brands to third parties – there are currently two customers contributing to royalty income.

Trends, demands and uncertainties: The Company continually evaluates the cannabis industry, identifying which product offerings are relevant to which markets, as well as the need for new products as consumer demands change. Working with partners that utilize cutting edge technology has allowed for the rapid development of new products and agile changes to various regulatory requirements.

Industry and economic factors: the cannabis industry encounters a number of industry-wide and economic factors that affect the operations of the Company, the most notable of which is that cannabis remains a Schedule I controlled substance under the United States Federal Controlled Substances Act of 1970. As a result, the Company’s operations vary state by state to maintain compliance with local laws and regulations.

Notable fluctuations in operating expenses and other expenses were as follows:

April 30, 2021 $ April 30, 2020 $	Increase (decrease) (rounded) $
Operating expenses: General and administrative 19,891 176,351 Investor relations 180,335 29,679 Management fees 92,750 303,860	(156,000) 151,000 (211,000)
Other expenses: Loss onprovision for contingencies (595,853) -	(596,000)

• General and administrative: decreased as a result of drastic cost cutting efforts and the closure of the Company’s operations and head office in Denver, CO.

• Investor relations: increased as the Company engaged new Canadian investor relations consultants in conjunction with the Company’s new strategic direction involving the acquisition of Strainz and Bonner (see “Proposed Transaction”) and other capital markets advisory services.

• Management fees: decreased as the comparative period includes wages paid to former key management personnel who were based in the Company’s former head office in Denver, CO and were no longer with the Company from August 2020 onwards.

• Loss on provision for contingencies: the Company recognized a loss provision with Grid Property Management LLC

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

pursuant to an existing contingency.

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:

	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

SUMMARY OF QUARTERLY RESULTS

SUMMARY OF QUARTERLY RESULTS
Period ending	Revenue (net returns) $	Loss for the period $	Basic and diluted loss per share $
April 30, 2021	296,270	(1,024,111)	(0.01)
January 31, 2021	118,452	(3,399,777)	(0.02)
October 31, 2020	281,471	(337,489)	(0.01)
July 31, 2020	285,839	(919,803)	(0.02)
April 30, 2020	218,165	(1,002,628)	(0.01)
January 31, 2020	338,631	(7,763,656)	(0.06)
October 31, 2019	(508,835)	(855,626)	(0.02)
July31,2019	323,364	(1,193,577)	(0.03)

Quarter to quarter fluctuations in revenue have been driven by fluctuations in the normal course of business, the Company’s overall growth efforts, customer acquisitions, and the seasonality of product sales particularly in the quarters ending January 31. The most notable variances in quarterly results above in terms of loss for the period relate to the quarter ended January 31, 2020. During the quarter ended January 31, 2020, the Company recognized non-cash loss provisions on trade receivables, leases receivable, and contingencies, as well as write-offs of inventory, property and equipment and intangible assets.

LIQUIDITY AND CAPITAL RESOURCES

Capital Management and Resources

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue opportunities to deliver solutions for financing, and complete potential business and/or asset acquisitions of state-licensed cannabis cultivators, manufacturers, and dispensaries throughout legal markets within the United States. The Company has the ability to raise new capital through equity and debt issuances and/or through operations.

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.

Ability to Access Capital Resources

The Company has historically relied entirely on the issuance of equity in order to support its continuing operations and capital expenditure requirements. The Company expects to continue to rely on capital markets and the issuance of equity to finance its growth plans in the U.S. legal cannabis industry. Although such business carries a higher degree of risk, and despite the legal standing of cannabis businesses pursuant to U.S. federal laws, the Company believes that it will be successful in raising equity financing in the future. However, there are no assurances that the Company will be successful in continuing to complete equity financings to fund operations, particularly if the U.S. federal authorities change their position toward enforcing the U.S. Controlled Substances Act (the “ CSA ”). Further, access to funding from U.S. residents may be limited due their unwillingness to be associated with activities which violate U.S. federal laws.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

Liquidity, Financial Condition, Trends and Fluctuations

As at April 30, 2021 and January 31, 2021:

As at April 30, 2021 and January 31,	2021:
	April 30,	January 31,	Change
	2021	2021	(rounded)
	$	$	$
Total assets	7,265,090	7,444,927	(180,000)
Working capital (deficiency)	(2,541,882)	(2,560,748)	19,000
Total liabilities	5,876,466	5,990,648	(114,000)
Non-current liabilities	1,969,521	2,023,461	(54,000)
Shareholders' equity	1,388,624	1,454,279	(66,000)
Deficit	(28,087,320)	(27,743,998)	(343,000)

Total assets decreased on a net basis primarily due to a net decrease in current assets of approximately $41,000 and decrease in property and equipment of approximately $104,500 attributable to depreciation for the period. Total liabilities decreased primarily due to a reduction in trade and other payables which was driven by the shares for debt settlements in February 2021. The following table summarizes the Company’s contractual maturity for its financial liabilities, including both principal and interest payments as at April 30, 2021:

interest payments as at April 30, 2021:
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

Cash flows

During the three months ended April 30, 2021:

• The Company generated positive cash flows from operating activities of approximately $86,000 as the exces ~~s~~ of cash-based operating expenses over cash received from revenues earned were more than offset by fluctuations in non-cash working capital items.

• Cash flows used in financing activities of approximately $36,000 were comprised of lease payments on facility head leases of $108,000 partially offset by proceeds from issuance of shares of approximately $71,000.

OUTSTANDING SHARE DATA

As at the MD&A Date, the Company had the following equity securities issued and outstanding:

• 94,492,173 Class A SUB Shares; and

• 20,801,799 Class B SVS Shares.

Stock options: 13,775,000 stock options were outstanding with a weighted average exercise price of $0.12 each.

Warrants: 65,535,823 warrants were issued and outstanding with a weighted average exercise price of $0.32 each.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

CONTINGENCIES

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.

Subsequent to a 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 ”). Specifically, Strainz, Bronnor and the Company 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. Upon closing the APA with Strainz and Bronnor on June 14, 2021 the Company has now settled all outstanding legal claims between all parties to this lawsuit. Accordingly, no provision for possible loss has been included in these financial statements.

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 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.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

Cannabis Corp.

The Company and Cannabis Corp. entered into a definitive Business Combination Agreement (the “BCA”) on June 8, 2020 intending to merge the two entities. The merger was not finalized and the BCA was not extended by the parties before the expiration of the Outside Date on December 31, 2020, as defined by the BCA as the deadline for the completion of this transaction. The BCA was formally terminated by written notice from Cannabis Corp. on January 13, 2021.

On February 24, 2021, Cannabis Corp. initiated a Complaint for Declaratory Relief, Breach of Contract and Unjust Enrichment against the Company in the Colorado District Court in Denver, including claims against the intellectual property of the Company previously acquired from Cannabis Corp., for breach of the BCA and for expenses allegedly paid by Cannabis Corp. for the benefit of the Company (the “CC Litigation”). The total damages alleged by Cannabis Corp. are estimated to be under $3 million dollars but these claims are still being reviewed to determine merit and, once finalized, an appropriate loss provision will be established if appropriate. As of the date of this MD&A, Cannabis Corp. continues to satisfy its obligations under the subtenancy leases held by the Company.

On March 23, 2021, the Company filed its Joint Answer and Counterclaims to Cannabis Corp.’s complaint. The Company included a total of 17 counterclaims to the Cannabis Corp. action primarily focused on the various contracts established during the previous business relationship between the parties. The Company’s counterclaims include multiple breaches by Cannabis Corp. of several agreements including promissory notes, the equipment leases and the tenancy subleases that are generally associated with the Company’s revenues and accounts receivable balances. Other counterclaims address the recission and restitution regarding the enforcement of contracts between the parties for the benefit of the Company and the unjust enrichment of Cannabis Corp. from improper use of proceeds from the Company’s PPP loan. The total damages alleged by the Company against Cannabis Corp. are estimated to be in excess of $10 million dollars but all claims are still being assessed before determining appropriate accounting treatment. As of the date of this MD&A, Cannabis Corp. is no longer satisfying its obligations to the Company under the terms of the equipment leases. In addition to the Cannabis Corp. litigation, the company is also proceeding in court with various more immediate legal remedies, including foreclosure and replevin actions, to reclaim its leased properties, equipment and other assets from Cannabis Corp.

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:

as follows:
	April 30,	January 31,
Litigation involving the	2021	2021
Company as Defendant	$	$
Allan and Brooks Builders LLC	-	26,000
Strainz & Bronnor	-	-
Cannabis Corp	-	-
Grid Property Management LLC	529,273	462,775
RLM Public Relations,Inc.	33,750	33,750

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

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.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Risk management

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 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.

Fair value of financial instruments

Financial instruments measured at fair value on the 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.

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

Further details about the Company’s financial instruments and risk management can be found in Note 12 to the condensed interim consolidated financial statements.

Economic dependence (revenue)

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.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

RELATED PARTY 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 the 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.

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:

		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. Cannabis Corp. is no longer considered a related party of the Company. 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.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

CRITICAL ACCOUNTING ESTIMATES

The accounting policies estimates and critical judgments, methods of computation and presentation applied in the financial statements can be found in Note 2 to the audited annual financial statements for the year ended January 31, 2021.

CHANGES IN ACCOUNTING POLICIES

There are no new accounting standards or interpretations that have not yet been adopted which are reasonably expected to affect the Company. There were no changes to the Company’s significant accounting policies during the three months ended April 30, 2021.

ADDITIONAL INFORMATION

Additional information is available on SEDAR at www.sedar.com.

LEGAL AND REGULATORY MATTERS

United States Federal Overview

In the United States (“U.S.”), 34 states, the District of Columbia, and four U.S. territories allow the use of medical cannabis. Moreover, 15 states and the District of Columbia have legalized the sale and adult-use of recreational cannabis: Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, New Jersey, Nevada, Oregon, Washington, South Dakota, Vermont. 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.

Colorado State Level Overview

The Colorado medical and recreational cannabis industries are regulated by the Colorado Marijuana Enforcement Division (MED), an office of the Colorado Department of Revenue. In November 2000, medical cannabis was decriminalized by voter passage of Amendment 20. Recreational cannabis was later voter approved through the passage of Amendment 64 in November 2012. Laws governing both medical and recreational cannabis are presented within Colorado's Constitutional Article XVIII, sections 14 and 16, respectively. The Colorado Revised Statutes (C.R.S.) are the codified general and permanent statutes of the Colorado General Assembly; laws related to cannabis can be found in C.R.S. Title 44, Articles 11 and 12.

U.S. Legal Advice

The Company uses reasonable commercial efforts to confirm, through the advice of its U.S. counsel, through the monitoring and review of its business practices, and through regular monitoring of changes to U.S. Federal enforcement priorities, that its businesses are in compliance with applicable regulatory frameworks. The Company has not received noncompliance orders, citations or notices of violation, that may have an impact on business activities or operations.

Nature of the Company's Involvement in the U.S. Cannabis Industry

INDVR through its wholly-owned subsidiary, Cannabis One U.S., Inc. is a U.S.-based, professional management corporation formed to service the fast-growing, legal cannabis industry through real estate development and lease-back equipment financing, operating lines of credit, consultation, and intellectual property and brand management within U.S. state-legal markets. The Company, headquartered in Denver, Colorado, intends to redefine the traditional, vertically-integrated, seed-tosale business model with a specific focus on aggregating cannabis retail distribution and brand manufacturing.

As previously stated, violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, the listing of its securities on any stock exchange, its financial position, operating results and profitability. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial. The approach to the enforcement of cannabis laws may be subject to change or may not proceed as previously outlined.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

Description of Company Activities

The Company is focused on providing personnel and management resources, as well as infrastructure and equipment, for the production, cultivation and dispensary operations of licensed cannabis participants in the states of Washington, Oregon and Colorado. The Company itself does not produce or sell cannabis products but does provide support services to licensed cannabis participants in the state of Colorado. The Company operates primarily in the state of Colorado, where the legal commercial production and vending of cannabis by licensed participants is permitted by Colorado state law under Colorado Amendment 64. In addition, the Company will continue to ensure it is in compliance with applicable licensing requirements and the regulatory framework enacted in any state in which it operates, by continuous review of its compliance with state regulations and affirmation certifications from management.

The Company will continue to monitor, evaluate and re-assess regulatory frameworks in the states in which it operates and any jurisdiction that it may look to expand its operations to in the future, and the federal laws applicable thereto, on an ongoing basis; and will update its continuous disclosure regarding government policy changes or new or amended guidance, laws or regulations regarding cannabis in the U.S.

Anti-Money Laundering Laws and Regulations

The Company is subject to a variety of laws and regulations in the U.S. that involve money laundering, financial recordkeeping and proceeds of crime, including the U.S. Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the Bank Secrecy Act), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) and the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the U.S.

Notwithstanding that the Company does not manufacture, produce, distribute, or sell cannabis or cannabis-infused products, the Company's activities, and any proceeds thereof, may be considered proceeds of crime due to the fact that cannabis remains illegal federally in the U.S. This may restrict the ability of the Company to declare or pay dividends or effect other distributions. Furthermore, while the Company has no current intention to declare or pay dividends on its Common Shares in the foreseeable future, the Company may decide to, or be required to, suspend declaring or paying dividends without advance notice and for an indefinite period of time.

RISK FACTORS

This MD&A should be read in conjunction with the risk factors set out below and as set out under “Risk Factors” in the Company’s filing statement dated February 19, 2019. The Company is subject to financial, business and other risks, many of which are beyond its control, and which could have a material adverse effect on the business and operations of the Company. A summary of some of the risk factors relating to the business:

Global Pandemic (COVID-19)

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.

Intense Competition in the Cannabis Industry

The U.S. market for cannabis and cannabis-related paraphernalia is very competitive. There are numerous small companies competing in this space. As most sales in this section would be user-based, there is a relatively low capital threshold to enter this business. Management anticipates that the Company will be subject to increased competition as the cannabis market continues to grow in North America.

No Assurance of Profitability

The Company does not have a history of earnings and profitability, due to the nature of the Company's business, there can be no assurance that the Company will ever become profitable. The Company has not paid dividends on its shares since incorporation and does not presently anticipate doing so in the foreseeable future. The present source of funds available to the Company is from lease income, product sales, and service income, and the sale of its common shares, and, possibly,

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

loans from institutions and related parties. While the Company intends to derive a significant portion of its working capital through its operating business, there can be no assurance that any additional funds derived from equity offerings or debt instruments will be on favorable terms, or at all. At present, it is impossible to determine what amount of additional funding may be required to pursue the Company's expansion plans indefinitely. Failure to raise additional capital could put the expansion plans of the Company at risk.

Dependence Upon Others and Key Personnel

The Company is dependent upon the services of key executives, including the directors of the Company and a small number of highly skilled and experienced executives and personnel. Due to the relatively small size of the Company, the loss of these persons or the inability of the Company to attract and retain additionally highly-skilled employees may adversely affect its business and future operations.

Dilution to the Company's Existing Shareholders

The Company will require additional equity financing to be raised in the future. The Company may issue securities on less than favorable terms to raise sufficient capital to fund its expansion plans. Any transaction involving the issuance of equity securities or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.

ADDITIONAL RISK DISCLOSURE FOR ISSUERS WITH U.S. CANNABIS OPERATIONS

The Company provides services to participants in the U.S. cannabis market, and more specifically in the states of Colorado, Washington and Oregon and may face varied risks. While the company does not own any cannabis licenses, the Company is engaged in business related to cannabis paraphernalia and owns intellectual property (“ IP ”) and brands associated with these products, including “Cannabis[TM] ”, “The Joint[TM] by Cannabis”, “Fat Face Farms” and the “INDVR[TM] ” suite of brands. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practical. There are a number of risks that accompany participation, whether direct or indirect, in the cannabis markets in North America. Below is a discussion of some of these risk factors.

• The involvement with recreational cannabis remains illegal under federal law, and it is possible that the Company may be forced to cease activities. The U.S. federal government, through both the Drug Enforcement Agency (the “ DEA ”) and Internal Revenue Service (the “ IRS ”), has the right to actively investigate, audit and shut-down cannabis industry participants, including those servicing the industry indirectly. Any action taken by the DEA and/or the IRS to interfere with, seize, or shut down the Company's operations will have an adverse effect on the Company's business, operating results and financial condition.

• Some of the Company's proposed business activities, while believed to be compliant with certain applicable U.S. state and local law, are illegal under United States federal law. Although certain states and territories of the U.S. authorize medical or recreational adult-use cannabis production and distribution by licensed or registered entities under applicable state laws, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminal acts under federal law under any and all circumstances under the CSA. A shareholder's contribution to and involvement in such activities may result in federal civil and/or criminal prosecution, including forfeiture of his, her or its entire investment and, in the case of a non-US citizen, a permanent bar to entry into the United States.

• Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including but not limited to disgorgement of profits, cessation of business activities or divestiture. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, its financial position, operating results, profitability, or liquidity. In addition, it is difficult to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

• The possession and use of cannabis and any related drug paraphernalia are illegal under U.S. federal law. The Company may be deemed to be aiding and abetting illegal activities through the service contracts it has entered into and the cannabis paraphernalia products that it provides and sells. The Company intends to lease IP and/or real property to cannabis industry participants, including cultivators, distributors, and retailers. As a result, U.S. law enforcement authorities, in their attempt to regulate the illegal use of cannabis and any related drug paraphernalia, may seek to bring an action or actions against the Company, including, but not limited to, aiding and abetting another's criminal activities. The Federal aiding and abetting statute provide that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” As a result of such an action, the Company may be forced to cease operations and members could lose their entire investment. Such an action would have a material negative effect on the business and operations of the Company.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

• The state regulatory systems are constantly evolving, so there remain uncertainties as to how authorities will interpret and administer applicable regulatory requirements in the future. Any determination that the Company fails to comply with state cannabis regulations would require the Company either to significantly change or terminate lines of business, or the business as a whole, which could adversely affect the Company's business.

• Regulatory scrutiny of the industry to which the Company services may negatively impact its ability to raise additional capital. The Company's business activities are expected to rely, directly and/or indirectly, on the laws and regulations of any state in which the Company operates or may operate in the future. These laws and regulations are rapidly evolving and may be subject to change with minimal notice. Regulatory changes may adversely affect the Company's profitability or cause it to cease operations entirely. The cannabis industry may come under the scrutiny or further scrutiny by the U.S. Food and Drug Administration, Securities and Exchange Commission, the DOJ, the Financial Industry Regulatory Advisory or other federal, or applicable state or nongovernmental regulatory authorities or self-regulatory organizations that supervise or regulate the production, distribution, sale or use of cannabis or its derivatives (including cannabidiol) for medical or nonmedical purposes in the United States. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any proposals will become law. The regulatory uncertainty surrounding the industry to which the Company services may adversely affect the business and operations of the Company, including without limitation, the costs to remain compliant with applicable laws and the impairment of its business or the ability to raise additional capital, which could reduce, delay or eliminate any return on investment in the Company.

• The size of the Company's target market is difficult to quantify, and members will be reliant on their own estimates on the accuracy of market data. Because the cannabis industry is in an early stage with uncertain boundaries, there is a lack of information about comparable companies available for members and potential members to review in deciding about whether to invest in the Company and, few, if any, established companies whose business model the Company can follow or upon whose success the Company can build. Accordingly, members and potential members will have to rely on their own estimates in deciding about whether to invest in the Company. There can be no assurance that the Company's estimates are accurate or that the market size is sufficiently large for its business to grow as projected, which may negatively impact its financial results. The Company regularly purchases and follows market research.

• Although the Company does not have difficulty accessing financial services, the Company may have difficulty accessing the service of banks and processing credit card payments in the future, which may make it difficult for the Company to operate. In February 2014, the FinCEN bureau of the U.S. Treasury Department issued guidance (which is not law) with respect to financial institutions providing banking services to cannabis or cannabis-related businesses, including burdensome due diligence expectations and reporting requirements. This guidance does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the DOJ, FinCEN or other federal regulators. Thus, most banks and other financial institutions do not appear to be comfortable providing banking services to cannabis or cannabis-related businesses, or relying on this guidance, which can be amended or revoked at any time by the Trump Administration. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis or cannabis-related businesses. As a result, the Company may have limited or no access to banking or other financial services in the United States. The inability or limitation in the Company's ability to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments may make it difficult for the Company to operate and conduct its business as planned. The Company will continue to ensure its operations remain compliant with the FinCEN guidance and existing disclosures around cash management and reporting to the IRS.

• Notwithstanding that the Company maintains trademarks with the State of Colorado, U.S. Federal trademark and patent protection may not be available for the intellectual property of the Company due to the current classification of cannabis as a Schedule I controlled substance. As long as cannabis remains illegal under U.S. federal law as a Schedule I controlled substance pursuant to the CSA, the benefit of certain federal laws and protections which may be available to most businesses, such as federal trademark and patent protection regarding the intellectual property of a business, may not be available to the Company. As a result, the Company's intellectual property may never be adequately or sufficiently protected against the use or misappropriation by third-parties. In addition, since the regulatory framework of the cannabis industry is in a constant state of flux, the Company can provide no assurance that it will ever obtain any protection of its intellectual property, whether on a federal, state or local level.

• The Company's contracts may not be legally enforceable in the United States. Because the Company's contracts involve cannabis and other activities that are not legal under U.S. federal law and in some jurisdictions, the Company may face difficulties in enforcing its contracts in U.S. federal and certain state courts.

• There is uncertainty surrounding the Biden Administration policies in connection with the cannabis industry as a whole. As a result of the conflicting views between state legislatures and the federal government regarding cannabis, investments in cannabis business in the United States are subject to inconsistent legislation and regulation. The response to this inconsistency was addressed in August 2013 when then Deputy Attorney General, James Cole, authored the Cole Memorandum. The Cole Memorandum was addressed to all U.S. Attorneys acknowledging that notwithstanding the

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

designation of cannabis as a controlled substance at the federal level in the United States, several US states have enacted laws relating to cannabis for medical purposes. The Cole Memorandum outlined certain priorities for the DOJ relating to the prosecution of cannabis offenses. In particular, the Cole Memorandum noted that in jurisdictions that have enacted laws legalizing cannabis in some form and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level. Notably, however, the DOJ has never provided specific guidelines for what regulatory and enforcement systems it deems sufficient under the Cole Memorandum standard. In light of limited investigative and prosecutorial resources, the Cole Memorandum concluded that the DOJ should be focused on addressing only the most significant threats related to cannabis. States where medical cannabis had been legalized and have implemented strong and effective regulatory systems were not characterized as a high priority. On January 4, 2018, US Attorney General Jeff Sessions issued a memorandum to U.S. Attorneys which rescinded the Cole Memorandum. With the Cole Memorandum rescinded, US federal prosecutors can exercise their discretion in determining whether to prosecute compliant state law cannabis-related operations as violations of U.S. federal law throughout the United States. The potential impact of the decision to rescind the Cole Memorandum is unknown and may have a material adverse effect on the Company's business and results of operations.

• The Company's business interests in the United States include the provision of real estate development and lease-back equipment financing, operating lines of credit, consultation, and intellectual property and brand management within U.S. state-legal markets. The Company is not aware of any non-compliance with the applicable licensing requirements or regulatory framework enacted by the states where the Company transacts business.

• In February 2017, the Task Force on Crime Reduction and Public Safety was established through an executive order by the President of the United States. Names of those serving on the task force have not been published, and the group was supposed to deliver its recommendations by July 27, 2017. The recommendations of the group were not made public on that date, but Mr. Sessions issued a public statement which said he had received recommendations “on a rolling basis” and he had already “been acting on the task force's recommendations to set the policy of the department.” Based on previous public statements made by Mr. Sessions, there had been some expectation that the task force may make some recommendations with respect to laws relating to cannabis. However, to date there has been no public announcement in this regard.

• Due to the classification of cannabis as a Schedule I controlled substance under the CSA, banks and other financial institutions which service the cannabis industry are at risk of violating certain financial laws, including anti-money laundering statutes. Because the manufacture, distribution, and dispensation of cannabis remains illegal under the CSA, banks and other financial institutions providing services to cannabis-related businesses risk violation of federal anti-money laundering statutes (18 U.S.C. §§ 1956 and 1957), the unlicensed money-remitter statute (18 U.S.C. § 1960) and the U.S. Bank Secrecy Act. These statutes can impose criminal liability for engaging in certain financial and monetary transactions with the proceeds of a “specified unlawful activity” such as distributing controlled substances which are illegal under federal law, including cannabis, and for failing to identify or report financial transactions that involve the proceeds of cannabis-related violations of the CSA. Despite only an indirect involvement in the cannabis industry, the Company may also be exposed to the foregoing risks.

• In the event that any of the Company's investments, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such investments in the United States were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of the Company to declare or pay dividends and effect other distributions. Furthermore, while the Company has no current intention to declare or pay dividends in the foreseeable future, in the event that a determination was made that any such investments in the United States could reasonably be shown to constitute proceeds of crime, the Company may decide to, or be required to, suspend declaring or paying dividends without advance notice and for an indefinite period of time.

• In the future, the Company may become subject to Section 280E of the Internal Revenue Code of 1986 (“ Section 280E ”) because of its business activities and the resulting disallowance of tax deductions could cause the company to incur more than anticipated U.S. federal income tax. Section 280E provides that, with respect to any taxpayer, no deduction or credit is allowed for expenses incurred during a taxable year “in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in controlled substances (within the meaning of Schedule I and II of the CSA) which is prohibited by federal law or the law of any state in which such trade or business is conducted.” Because cannabis is a Schedule I controlled substance under the CSA, although the Company is not engaged in the purchase and sale of cannabis products, if any of the Company's activities could be considered the carrying on of a trade or business consisting of “trafficking” in controlled substances then the provisions of Section 280E could apply to disallow tax deductions to the Company. Although the Company is not engaged in the purchase and sale of cannabis products, the Company cannot provide a guarantee that it will not be or become subject to Section 280E. If such tax deductions are disallowed it may increase the Company's effective tax rate and have an adverse effect on the Company's operating results and financial condition.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED APRIL 30, 2021 Expressed in United States Dollars

A CAUTIONARY NOTE

Certain statements in this MD&A may contain “forward-looking information”, within the meaning of applicable securities laws. Such statements include, but are not limited to, statements about the growth of the business, revenue expectations, and the provision of services to licensed entities operating within the U.S. cannabis industry. These statements are subject to certain risks, assumptions, and uncertainties that could cause actual results to differ materially from those included in the forwardlooking statements. The words “believe”, “plan”, “intend”, “estimate”, “expect”, or “anticipate”, and similar expressions, as well as future or conditional verbs such as “will”, “should”, “would”, and “could” often identify forward-looking statements. Management has based these forward-looking statements on its current views with respect to future events and financial performance for the Company.

With respect to forward-looking statements contained in this MD&A, the Company has made certain assumptions and applied certain factors regarding, amongst other things, an ability to secure additional funding; the cost of its operating inputs; its ability to market products successfully to current and anticipated licensed clients; reliance on key personnel and contractual relationships with licensed third parties, including, but not limited to, Cannabis Corp.; the ability to maintain such relationships and foster new relationships with licensed third parties; the ability to successfully expand Company operations into new jurisdictions, such as Nevada, Washington, California, and Oregon; the intention of the Company to own, directly or via partnership, where jurisdictional legislation and regulations permit, cannabis licenses or licensed facilities engaged in the manufacture, production, distribution, and/or sale of cannabis, cannabis derivatives, and/or cannabis-infused products; the regulatory environment in the United States and in those states in which the Company currently operates and may operate in the future and the application of federal, state, and municipal laws in respect thereof; and the impact of increasing competition in the emerging legal cannabis sector from domestic and international market participants.

These forward-looking statements are also subject to the risks and uncertainties discussed in the “Risk Factors” and “Additional Risk Disclosure for Issuers with U.S. Cannabis Operations” sectors and elsewhere in this MD&A and other risks detailed from time-to-time by the Company. Forward-looking statements do not guarantee future performance and involve risks, uncertainties, and assumptions which could cause actual results to differ materially from the conclusions, forecasts, or projections anticipated in these forward-looking statements. Because of these risks, uncertainties and assumptions, the reader should not place undue reliance on these forward-looking statements. The Company's forward-looking statements are made only as of the MD&A Date and, except as required by law, INDVR undertakes no obligation to update or revise these forwardlooking statements to reflect new information, future events, or circumstances.

Respectfully submitted on behalf of the Board of Directors,

“Joshua Mann”

Interim Chief Executive Officer

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