INDVR Brands : Management Discussion and Analysis

INDVR BRANDS INC.

(formerly Cannabis One Holdings Inc.)

MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE YEAR ENDED JANUARY 31, 2021

Expressed in United States Dollars

INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.)

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE YEAR MONTHS ENDED JANUARY 31, 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 audited consolidated financial statements for the year ended January 31, 2021, and accompanying notes therein. This MD&A is dated May 31, 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-lookingstatements"). 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 following: the Earn Out and probabilities of those being paid out by the Company; the anticipated closing of the Transaction/Cannabis Corp. and its benefit to the Company, including any anticipated increase in exposure and recurring cash flows from cannabis cultivation and retailing activities; the closing and consideration to be paid in the Green Lady Transaction; and completion of a transaction with Citation Growth Corp.

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 YEAR MONTHS ENDED JANUARY 31, 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 is not directly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational cannabis marketplace, or medical cannabis marketplace in either Canada or the United States.

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.

Proposed Transaction - Asset Purchase Agreement of Strainz, Inc. and Bronnor, Corp.:

On March 4, 2021, the Company announced the execution of an Asset Purchase Agreement ("APA") with Strainz, Inc. ("Strainz") and Bronnor, Corp. ("Bronnor"). Both parties are private companies operating in the cannabis industry, with Strainz operating in Nevada, and Bronnor in Colorado. Pursuant to the APA, the Company will acquire certain assets of both Strainz and Bronnor. Subject to the completion of certain asset schedules and all required approvals from regulators, the transaction is expected to close on a date mutually agreed by the parties.

Terminated Proposed Transaction - Cannabis Corp.:

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. As the parties were unable to complete the transaction by December 31, 2020, the Business Combination Agreement was effectively terminated and, on January 13, 2021, officially terminated by the parties. Cannabis Corp. is a Colorado-based cannabis operator that holds licenses to two cultivation facilities in Denver, CO as well as a dispensary in Denver, CO called "The Joint". Cannabis Corp. was considered to be a related company until termination of this agreement on December 31, 2020, as Cannabis Corp. is jointly owned by the former CEO, Director of the Company and his spouse. The former CEO, Director resigned from the Company on July 31, 2020.

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.)

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE YEAR MONTHS ENDED JANUARY 31, 2021

Expressed in United States Dollars

OVERALL PERFORMANCE

Through to the MD&A Date, the Company raised capital through the issuances of units as described below. In aggregate, the Company raised gross proceeds of approximately $649,000 and settled debt amounting to approximately $2,152,000 in aggregate.

November 2020 - Private placement (gross proceeds of approximately $364,000, and debt settlements of approximately $1,396,000):

• In November and December 2020, the Company completed a non-brokered private placement inclusive of debt settlement arrangements consisting of the issuance of 19,313,750 Class A SUB Units and shares (comprising 19,193,750 Class A SUB Units, and 120,000 Class A SUB shares) at CAD $0.08 each, and 938,225 Class B SVS Units and shares (comprising 898,225 Class B SVS Units, and 40,000 Class B SVS shares) at CAD $0.80 each for aggregate cash proceeds and debt settlements of $1,760,321 (CAD $2,295,680).
  Gross proceeds received totalled $364,493 ($475,420) and debt settlements totalled $1,395,811 (CAD $1,820,260). Cash share issue costs of $nil were incurred in connection with the placement.

Each Class A SUB Unit consists of one Class A SUB Share and one warrant with each warrant exercisable at CAD $0.125 until between November 27, 2022 and December 18, 2022. Each Class B SVS Unit consists of one share and one warrant with each warrant exercisable and CAD $1.25 until between November 27, 2022 and December 18, 2022 (each Class B SVS share is convertible into 10 Class A SUB Shares).

May 2020 - Private placement (gross proceeds of $332,653, and debt settlements of $877,162):

• On May 5, 2020, the Company completed a non-brokered private placement inclusive of debt settlement arrangements consisting of the issuance of 7,629,365 Class A SUB Units at CAD $0.068 each, and 1,733,552 Class B SVS Units at CAD $0.68 each for aggregate cash proceeds and debt settlements of $1,209,815 (CAD $1,697,612). Cash share issue costs of $3,791 were incurred in connection with the placement and recorded as a reduction to share capital.
  Gross proceeds received totalled $284,173 (CAD $398,751) and debt settlements and services totalled $925,642 (CAD $1,298,861) (which included trade and other payables of $340,789 loans payable of $400,000, other liabilities of $136,373, and consulting expense of $48,463).

Each Class A SUB Unit consists of one Class A SUB Share and one warrant with each warrant exercisable at $0.12 per Class A SUB Share until May 5, 2022. Each Class B SVS Unit consists of one share and one warrant with each warrant exercisable at $1.20 per Class B SVS Share until May 5, 2022 (each Class B SVS Share is convertible into 10 Class A SUB Shares).

COVID-19 Financial Aid:

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 at this time. 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.

On May 25, 2020, the Company entered into a loan agreement with a lender based in the United States for an unsecured loan. The loan was made pursuant to the Paycheck Protection Program (the "PPP") as part of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") administered by the U.S. Small Business Administration ("SBA"). The loan was made to the Company for a principal amount of $820,600 and has a term of 2 years with a 1% annual interest rate.

Repurchase of shares

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

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INDVR BRANDS INC. (FORMERLY CANNABIS ONE HOLDINGS INC.)

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE YEAR MONTHS ENDED JANUARY 31, 2021

Expressed in United States Dollars

As at January 31, 2021, the Company had repurchased 200,000 Shares in aggregate at a cost of $209,014. Additionally, the Company had forgone $244,682 during the year then ended which was included in subscriptions receivable as at January 31, 2020. During the year ended January 31, 2021, the Company returned all 200,000 Shares repurchased to treasury.

SELECTED ANNUAL INFORMATION

As at and for the year ended January 31, 2021, the thirteen months ended January 31, 2020, and the year ended December 31, 2018.

	January 31,	January 31,	Change	December 31,
	2021	2020	2018
	$
	$	$	$
Revenue	903,927	604,886	299,041	1,551,402
Net service (loss) income	(3,412)	307,818	(311,230)	88,910
Gross profit	900,515	769,532	130,983	973,776
Operating expenses	(4,945,784)	(10,116,571)	5,170,787	(2,096,727)
Loss from operations	(4,045,269)	(9,347,039)	5,301,770	(1,122,951)
Loss for the period/year	(5,659,697)	(21,296,593)	15,636,896	(1,732,715)
Cash used in operating activities	(761,183)	(5,788,266)	5,027,083	(2,070,726)
Cash used in investing activities	(77,113)	(165,119)	88,006	(1,433,501)
Cash provided by financing activities	817,702	2,364,219	(1,546,517)	6,284,316
Total assets	7,444,927	9,084,820	(1,639,893)	9,092,641
Non-current liabilities	2,023,461	1,800,614	222,847	-
Basic and diluted loss per share	(0.06)	(0.28)	0.22	(0.04)

DISCUSSION OF OPERATIONS

For the year ended January 31, 2021 and the thirteen months ended January 31, 2020:

	January 31,	January 31,				Change
	2021	2020				(rounded)
	$	$	$
Lease and rental income	806,751	675,857				131,000
Product returns	-	(70,971)	71,000
Royalties, net	97,176	-	97,000
Total revenue	903,927	604,886			299,000
Net service (loss) income	(3,412)	307,818		(311,000)
Gross profit	900,515	769,532	131,000
Operating expenses	(4,945,784)	(10,116,571)	5,171,000
Loss from operations	(4,045,269)	(9,347,039)	5,302,000
Loss for the year/period	(5,659,697)	(21,296,593)	15,637,000
Basic and diluted loss per common share	(0.06)	(0.28)

Lease and rental income: are 100% derived from equipment leased and facilities subleased to Cannabis Corp.

Royalties:The Company began earning royalties through the licensing of certain of its brands to third parties.

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.

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