Thoughtful Brands Inc. — Proxy Solicitation & Information Statement 2020

Jan 7, 2020

MOTA VENTURES CORP.

Suite 800, 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5

Tel: (604) 423-4733

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on January 31, 2020

and

MANAGEMENT INFORMATION CIRCULAR

as at December 31, 2019

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Suite 800, 1199 West Hastings Street Vancouver, BC V6E 3T5 Tel: (604) 423-4733

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that a Special Meeting (the “ Meeting ”) of Mota Ventures Corp. (the “ Company ”) will be held at Suite 800, 1199 West Hastings Street, Vancouver, British Colombia, V6E 3T5, on Friday, January 31, 2020 at 10:00 a.m. (local time) for the following purposes:

1. to consider and, if thought advisable, approve an ordinary resolution to increase the authorized share capital to an unlimited number of common shares without par value; and

2. to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The accompanying management information circular (“ Circular ”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting will be available for inspection at the office of the Company at Suite 800 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, during normal business hours up to January 31, 2020, being the date of the Meeting.

The Directors of the Company fixed the close of business on December 31, 2019 as the record date for determining holders of common shares who are entitled to vote at the Meeting.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his or her stead. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Form of Proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location in accordance with the instructions set out in the Form of Proxy and Circular accompanying this Notice.

DATED at Vancouver, B.C. this 31[st] day of December, 2019.

BY ORDER OF THE BOARD

MOTA VENTURES CORP.

/s/ Joel Shacker

Chief Executive Officer & Director

MANAGEMENT INFORMATION CIRCULAR

As at December 31, 2019 unless otherwise noted

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

This management information circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by the management of Mota Ventures Corp. (the “ Company ”) for use at a special meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of the Company, to be held on Friday, January 31, 2020 at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of the Shareholders (“ Notice ”) and at any adjournment or postponement thereof. The enclosed instrument of proxy is solicited by the management of the Company. Unless otherwise stated, this Circular contains information as at December 31, 2019. References in this Circular to the Meeting include any adjournment or postponement thereof and, unless otherwise indicated, in this Circular all references to “$” are to Canadian dollars. The Company completed a share consolidation of one postconsolidation common share for every ten pre-consolidation common shares on February 19, 2019. All figures reflect the share consolidation.

The solicitation of proxies will primarily be made by sending proxy materials to Shareholders by mail, and in relation to the delivery of this Circular, by filing it under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com. The solicitation of proxies may be supplemented by telephone or other personal contact to be made by the regular officers and employees of the Company or by the Company’s transfer agent and registrar. The Company may retain other persons or companies to solicit proxies on behalf of management, in which event customary fees for such services will be paid. The cost of solicitation will be borne by the Company .

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy (the “ Proxy ”) are directors and/or officers of the Company. A shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for such Shareholder and on his or her behalf at the meeting other than the persons named in the enclosed instrument of proxy. Such right may be exercised by inserting in the blank space provided for that purpose the name of the desired person or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to the Company’s transfer agent, Computershare Investor Services Inc., by fax within North America at 1-866-249-7775, or outside North America at (416) 263-9524, or by mail or by hand delivery at 9[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, ) or over the internet or telephone as set forth in the form of proxy, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting.

The Proxy must be signed and dated by the Shareholder or by his attorney in writing, or, if the Shareholder is a Company, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a Company, it must either be under its common seal, or signed by a duly authorized officer and deposited with the Company’s registrar and transfer agent, Computershare Investor Services Inc. at 9[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the Meeting at which the Proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Proxy will vote the Shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxyholder will do so in accordance with such direction.

In the absence of any instruction in the Proxy, it is intended that such Shares will be voted in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular. The enclosed Proxy, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, the management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management of the Company should properly come before the Meeting, the proxies hereby solicited will be voted on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority greater than one-half of the votes cast will be required, unless the motion requires a special resolution, in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested shareholder approval, Shares held by Shareholders who have an interest in the motion and Shares held by their “associates”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

General

The board of directors of the Company (the “ Board ”) has fixed December 31, 2019 as the record date (the “ Record Date ”), being the date for the determination of Shareholders entitled to notice of, and to vote at, the Meeting. The Company is authorized to issue 100,000,000 Shares and, as at the Record Date, there were 80,757,902 Shares issued and outstanding, each Share carrying the right to one vote. There were no preferred shares issued and outstanding as of the close of business on the Record Date.

Only Shareholders of record as at the close of business on the Record Date who either personally attend the Meeting or who have completed and delivered a form of Proxy in the manner and subject to the provisions described under the heading “ Appointment and Revocation of Proxies ” shall be entitled to vote, or have their Shares voted, at the Meeting. On any poll, each Shareholder of record holding Shares on the Record Date is entitled to one vote for each Share registered in his or her name on the list of Shareholders as at the Record Date.

Notice to Beneficial Holders of Shares

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). The Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents are prohibited from voting shares for the broker’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the Shares on

how to vote such Shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote Shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such Shares are voted.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a Shareholder and vote Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Shares as a proxyholder.

The Company will not pay for an intermediary to deliver proxy related materials and voting instruction forms to objecting beneficial owners (called OBOs for Objecting Beneficial Owners). OBOs have objected to their intermediary disclosing ownership information about themselves to the Company. Accordingly, OBOs will not receive the materials unless their intermediary assumes the costs of delivery.

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

Electronic Copies

Electronic copies of this Circular and the Notice may be found under the Company’s profile on SEDAR at www.sedar.com.

Notice to Non-Objecting Beneficial Shareholders

The Meeting Materials are being sent to both registered and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Principal Holders of Voting Shares

To the knowledge of the directors and senior officers of the Company, as of the Record Date, there are no persons or corporations that beneficially own, directly or indirectly, or exercise control or direction over, Shares carrying more than 10% of the voting rights attached to all outstanding Shares.

MATTERS TO BE ACTED UPON AT THE MEETING

The Company proposes an amendment to its Notice of Articles to increase the Company’s authorized capital from 100,000,000 common shares to an unlimited number of common shares without par value. As the British Columbia Business Corporations Act allows for an unlimited number of authorized shares, it is a fairly common practice for public companies to have an authorized share capital of an unlimited number of shares. Further, the Articles of the company permit the Company, by ordinary resolution, to “increase […] the maximum number of shares that the Company is authorized to issue out of any class or series of shares […]”.

Management believes that having unlimited authorized capital provides the Company with greater flexibility for future corporate activities. This resolution must be passed by not less than fifty percent plus one of the votes cast by the Shareholders present in person or by proxy at the Meeting.

Shareholders will be asked to consider and, if thought fit, to pass the following ordinary resolution:

“ RESOLVED , as an ordinary resolution, that:

• a) the number of shares of the Company authorized to be issued be increased to an unlimited number of Common Shares without par value;

• b) the Company's Notice of Articles be altered accordingly;

• c) any director or officer of the Company is authorized to execute and file a Notice of Alteration of the Notice of Articles with the Registrar of Companies (British Columbia) along with all other documents and to take such further actions that may be necessary to effect the amendment; and

• d) the board of directors of the Company is hereby authorized, at any time in its sole discretion, to determine whether or not to proceed with this resolution without further approval, ratification or confirmation by the Shareholders .”

This amendment to the Notice of Articles shall take effect immediately on the date and time the Form 11 - Notice of Alteration is filed with the Registrar of Companies (British Columbia).

OTHER MATTERS

As of the date of this Circular, management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the Proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com.

BOARD APPROVAL

The Directors of the Company have approved the content and the sending of this Circular.

DATED at Vancouver, British Columbia, this 31[st] day of December, 2019.

MOTA VENTURES CORP.

/s/Joel Shacker

Chief Executive Officer and Director