Ionic Brands Corp. — Interim / Quarterly Report 2022

May 18, 2022

THUNDER RIVER ENTERPRISES INC. Management Discussion and Analysis of Financial Conditions and Results of Operations for the three- month period ended March 31, 2022

This Management Discussion and Analysis (M.D.&A.) should be read in conjunction with Thunder River Enterprises Inc.’s (the “Corporation”) audited financial statements and the accompanying Notes for the three-month period ended March 31, 2022 and annual audited financial statements and the accompanying notes thereto which have been prepared in accordance with International Financial Reporting Standards (IFRS) in Canada. All monetary amounts are expressed in Canadian dollars.

DESCRIPTION OF THE CORPORATION

The Corporation was incorporated under the Business Corporations Act (British Columbia). Its head office is in Vancouver, British Columbia. Additional information related to the Corporation may be found on the Canadian Securities Administrators System for Electronic Distribution and Retrieval (“ SEDAR ”) website at www.sedar.com.

DATE OF M.D.&A.

This M.D.& A. was prepared on May 18, 2022.

INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)

The Corporation follows IFRS standards unless otherwise set out in the audited financial statements.

Forward-looking Information

Management of the Corporation caution that certain statements contained in this document constitute forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forwardlooking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this document should not be unduly relied upon. These forwardlooking statements speak only as of the date of this document. These factors should not be considered exhaustive. Management undertakes no obligation to publicly update or revise any forward-looking statements applicable to them, except as required by applicable securities laws.

The novel coronavirus (“COVID-19”) outbreak was declared a pandemic by the World Health Organization on March 11, 2020. This has resulted in significant economic uncertainty and governments worldwide are enacting emergency measures to contain the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global financial markets have experienced significant volatility and weakness as a consequence of this economic uncertainty. The duration and impact of the COVID-19 outbreak is unknown as this time, as is the effectiveness of interventions by governments and central banks. The full extent of the impact on the Corporation’s future financial results is uncertain given the length and severity of these developments cannot be reliably estimated.

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Going Concern

These financial statements have been prepared on a going concern basis which assumes that the Corporation will realize its net assets and discharge its liabilities in the normal course of business. During the three-month period, the Corporation incurred a net comprehensive loss of $15,276 (2021 - $26,354) and as at that date, the Corporation’s total assets exceeded its total liabilities by $166,047 and as at year end 2021 total assets exceeded liabilities by $181,323. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on Corporation’s ability to continue as a going concern.

As at March 31, 2022, the Corporation has $256,702 cash and current liabilities of $90,655 with a working capital of $166,047.

Overall Performance - Financial Results

The Corporation recorded a net loss of $15,276 for the three-month period ended March 31, 2022 (loss of $26,354 – March 31, 2021 ).

SELECTED ANNUAL INFORMATION

For the years ended December 31st	2021	2020
Sales	$Nil	$ Nil
Net Loss and Comprehensive Loss	($50,160)	($29,275)
Loss per share	($0.00)	($0.00)
Total Assets	$270,217	$Nil
Current Liabilities	$88,894	$104,094
Total Long-Term Debt	$ Nil	$ Nil
Deficit	($159,400)	($109,240)

Selected Quarterly Financial Information

	Mar 31, 2022	Dec 31, 2021	Sept. 30, 2021	June 30, 2021	Mar.31, 2021	Dec 31, 2020	Sept.30, 2020	June 30, 2020
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Comprehensive gain /(loss) fromoperations	(15,276)	(20,114)	(23,310)	19,618	(26,354)	(13,800)	(7,271)	(6,954)
Loss per share	($0.00)	($0.00)	($0.00)	$0.00	($0.00)	($0.00)	($0.00)	($0.00)

For ease of comparison the number of shares presented throughout these financial statements has been adjusted retroactively to reflect the consolidation of 8:1 that was effective June 1, 2021.

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Operating Activities

Results of Operations - Financial

For the three-month period ended March 31, 2022, the loss of $15,276 ($26,354 – 2021) comprised the following elements: interest and accretion expense $2,760 ($nil - 2021), professional fees $6,285 ($16,036 - 2021), general and administrative expenses $6,231 ($10,318 - 2021).

Liquidity

At March 31, 2022, The Corporation had a positive working capital of $166,047 (December 31, 2021 - positive working capital of $181,323).

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Transactions with Related Parties

Convertible Debenture

On June 7, 2021, WFE Investments Corp. (WFE) a company controlled by Michael Stein a director and CEO of the Corporation, acquired an $80,000 secured Convertible Debenture. The Convertible Debenture bears interest at 10% per annum, is secured by a GSA (general security agreement) and is due and payable on June 7, 2023 (see Note 6 of December 31, 2021, audited financial statements).

The Convertible Debenture is convertible at the option of the holder into Units, at a conversion price of $0.01 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of one common share and one-half of one common share purchase warrant (each a ‘Debenture Unit”). Each whole share purchase warrant is exercisable to acquire one common share at a price of $0.015 within 2 years from the date of issuance.

The above debenture was determined to be a compound financial instrument comprising a host debt component and a residual equity component representing the conversion feature. The host or liability component of the convertible debenture was recognized initially at fair value by discounting stream of future payments of interest and principal at prevailing market rate of 9% for a similar liability of comparable credit status and providing substantially the same cash flows that do not have an associated conversion option. The carrying amount of the debenture conversion feature was estimated using the residual method comprising the difference between the principal amount and initial carrying value of host debt component and is included as equity portion of convertible debenture in shareholders’ deficiency.

This convertible debenture has an outstanding balance of $76,357 ($75,597 – December 31, 2021), (see Note 6 of December 31, 2021 audited financial statements).

Consulting and Other Expenses

For the three months ended March 31, 2022, the Corporation incurred $4,500 for consulting services from companies controlled by Michael Stein CEO and director and $2,550 was incurred owing to Mr. Michael Stein for reimbursement of certain general and administrative expenses.

As at March 31, 2022, $nil (December 31, 2021 – $2,425) was outstanding against consulting services and expense reimbursement that is included in trade payables.

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The Corporation on June 3, 2021 settled outstanding debt with Family Memorial Inc. (FMI), a company previously related through common control, in the amount of $105,582 by way of a cash payment of $22,704 and the issuance of 2,000,000 Units at $0.01 / Unit. As a result, there was a gain on debt settlement of $62,878. Each Unit is comprised of one common share and one-half of one common share purchase warrant exercisable at $0.015 until the expiry date of June 7, 2023

Critical Accounting Estimates

There are no critical accounting estimates.

Changes in Accounting Policies

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting amounts of assets, liabilities, income and expenses. Actual results could differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation uncertainty in applying accounting policies that have the most significant effect on the amounts recognized is included in Note 1 – Going concern of the December 31, 2021, year-end audited Financial Statements.

Management is required to make certain estimates when determining the fair value of stock option awards that have vested or are expected to vest. These estimates affect the amount recognized as share-based compensation in the statement of operations and comprehensive income and loss.

At December 31, 2021, there were no other critical judgments required to be made by management when applying the Corporation’s significant accounting policies.

Internal Controls over Financial Reporting

The Board of Directors, through its Audit Committee, is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Audit Committee meets at least annually with the Corporation’s external auditors to review accounting, internal control, financial reporting, and audit matters. Internal controls over financial reporting have not changed significantly since the last reporting period.

Changes in Accounting Policies

Standards currently adopted

Certain pronouncements have been issued by the IASB that are mandatory for accounting periods after March 31, 2022. There are currently no such pronouncements that are expected to have a significant impact on the Corporation’s financial statements.

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Forward Looking Statements

This MD&A contains forward-looking statements. These statements relate to future events or future performance of the Corporation. When used in this MD&A, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "predict", "seek", "propose", "expect", "potential", "continue", and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect the Corporation's current views with respect to certain events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Corporation's actual results, performance, or achievements to vary from those described in this MD&A. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this MD&A as intended, planned, anticipated, believed, estimated, or expected.

Specific forward-looking statements in this MD&A, among others, include statements pertaining to the following:

• factors upon which the Corporation will decide whether or not to undertake a specific course of action;

• expectations regarding the Corporation's ability to raise capital; and

• treatment under governmental regulatory regimes.

With respect to forward-looking statements in this MD&A, the Corporation has made assumptions, regarding, among other things:

• the impact of increasing competition;

• the Corporation's ability to obtain additional financing on satisfactory terms; and

• the Corporation's ability to attract and retain qualified personnel.

The Corporation's actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A:

• general economic conditions;

• competition;

• liabilities and risks, including environmental liability and risks; and

• the availability of capital.

The forward–looking statements contained in this MD&A are expressly qualified in their entirety by this cautionary statement. These statements apply only as of the date of this MD&A.

Disclosure of Outstanding Share Data

1. Common Shares

2. (a) Unlimited number of common shares without par value

3. (b) Issued and outstanding

The authorized capital of the Corporation consists of an unlimited number of common shares without par value and an unlimited number of non – voting preferred shares without par value. As at March 31, 2022 there are 39,257,555 common shares issued and outstanding.

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1. Warrants

As of March 31, 2022, there are 16,475,000 warrants exercisable at $0.015, which expire on June 7, 2023.

1. Options

No stock options have been granted or remain outstanding.

At date of M.D.&A. the Corporation had: common shares issued and outstanding of - 39,257,555 warrants exercisable of - 16,475,000 55,732,555

Private Placement

The Corporation completed a $300,000 private placement in June 2021, comprised of 30,000,000 units at $0.01 per Unit. Each Unit is comprised of one common share and one-half of one common share purchase warrant. Each whole Warrant is exercisable to acquire one common share at a price of at $0.015 until June 7, 2023.

Directors and Officers

As at March 31, 2022 the officers and directors of the Corporation include:

Michael Stein - CEO and Director Harvey McKenzie CPA, CA - Acting CFO, and Director Barry Polisuk - Director

Danny Dalla-Longa - Director and Chair of Audit Committee

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available:

• On the Internet at the SEDAR website at www.sedar.com or,

• By contacting Michael Stein at 416-410-7722

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