INDVR Brands : Proxy Statement

INDVR BRANDS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS

TO BE HELD ON

JULY 27, 2021

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY STATEMENT

DATED - JUNE 14, 2021

INDVR BRANDS INC. - NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special meeting (the "Meeting") of shareholders (the "Shareholders") of INDVR Brands Inc. (the "Corporation") will be held via conference call on Tuesday, July 27, 2021 at 3:00 p.m. (Mountain time) at 1-800-

319-4610 or 1-403-351-0324 for the following purposes:

1. to receive the audited financial statements of the Corporation for the year ended January 31, 2021, and the report from the auditor thereon;
2. to approve an ordinary resolution to fix the number of directors of the Corporation to be elected at the Meeting for the ensuing year at four (4);
3. to elect the nominees to the board of directors of the Corporation (the "Board") for the ensuing year, as set out in the management information circular (the "Circular") prepared for the purposes of the Meeting;
4. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuring year and authorize the Board to fix their remuneration;
5. consider, and if thought advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the Circular, to confirm the Corporation's stock option plan; and
6. to transact such other business as may be properly brought before the Meeting or any adjournment(s) or postponements thereof.

The details of all matters proposed to be put before Shareholders at the Meeting are set forth in the Circular and Instrument of Proxy accompanying this Notice of Meeting. At the Meeting, Shareholders will be asked to approve each of the foregoing items.

Amid ongoing concerns about the Coronavirus (COVID-19) outbreak, the Corporation remains mindful of the well-being of our shareholders and their families, our industry partners and other stakeholders as well as the communities in which we operate. The Corporation currently intends on holding a physical shareholder meeting. However, as COVID-19 is a rapidly evolving situation, the Corporation will continue to monitor and review provincial and federal governmental guidance in order to assess and implement measures to reduce the risk of spreading the virus at the Meeting, which may include potentially adjourning or postponing the Meeting. In order to ensure as many shares as possible are represented at the Meeting, Shareholders are strongly encouraged to complete the enclosed Instrument of Proxy and return it as soon as possible.

Only Shareholders of record at the close of business on June 14, 2021 are entitled to notice of and attend the Meeting or any adjournment or postponement thereof and to vote thereat. A Shareholder may attend the Meeting or may be represented thereat by proxy. A form of proxy for use at the Meeting or any adjournment or postponement thereof is enclosed with this notice. Shareholders who are unable to attend the Meeting are requested to date, sign and return the enclosed form of proxy to the Corporation's transfer agent (the "Transfer Agent"), Odyssey Trust Company ("Odyssey") by: (i) mail using the enclosed return envelope; or (ii) hand delivery to Odyssey at Odyssey Trust Company, Stock Exchange Tower, 1230, 300 - 5th Avenue SW, Calgary, Alberta T2P 3C4. All instructions are listed on the enclosed Proxy Instrument. Your proxy or voting instructions must be received in each case no later than 3:00 p.m. (Mountain time) on July 23, 2021, or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of any adjournment to the Meeting.

If you are a non-registeredbeneficial shareholder, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your shares.

DATED this 14th day of June, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

signed "Joshua Mann"

Joshua Mann,

President and Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 27, 2021

General

Words importing the singular number, where the context requires, include the plural and vice versa and words importing any gender include all genders. In this Management Information Circular and Proxy Statement ("Circular"), unless otherwise noted, all references to "$" or "US$" in this Circular refer to United States dollars and all references to "C$" in this Information Circular refer to Canadian dollars. Information contained in this Circular is given as of June 14, 2021, unless otherwise stated.

SOLICITATION OF PROXIES

This Circular is dated June 14, 2021 and is furnished in connection with the solicitation of proxies by and on behalf of the management of INDVR Brands Inc. (the "Corporation") for use at the annual and special meeting (the "Meeting") of shareholders of the Corporation (the "Shareholders") to be held via conference call on Tuesday, July 27, 2021 at 3:00 p.m. (Mountain time) at 1-800-319-4610 or 1-403-351-0324 for the purposes set out in the notice of Meeting (the "Notice"). Accompanying this Circular (and filed with applicable securities regulatory authorities) is the form of proxy for use at the Meeting, by holders of Shares of the Corporation.

Accompanying this Information Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting (a "Proxy"). Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and all Shareholders are urged to vote on matters to be considered in person or by proxy.

Unless otherwise stated, the information contained in this Circular is given as of June 14, 2021.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Class A subordinate voting shares (the "Subordinate Voting Shares") and the Class B super voting shares (the "Super Voting Shares") in the capital of the Corporation, held as of June 14, 2021 (the "Record Date") by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

These securityholder materials are being sent to both registered and non-registered owners of Subordinate Voting Shares and Super Voting Shares (collectively, the "Shares"). If you are a non-registered owner of Shares, and the Corporation or its agent has sent these 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 Shares on your behalf.

Notice-and-Access

The Corporation has elected to use the "notice-and-access" provisions under National Instrument 54-101Communications with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-AccessProvisions") for the Meeting in respect of mailings to its Shareholders who do not hold their Shares in their own name, but rather hold their Shares indirectly through accounts with such institutions as brokerage firms, banks and trust companies (referred to in this Circular as "Beneficial Shareholders"). However, the Corporation will not be using the Notice-and-Access Provisions in respect of mailings to its registered holders of Shares ("Registered Shareholders"). The Notice-and-Access Provisions

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are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.

The Corporation has also elected to use procedures known as 'stratification' in relation to its use of the Notice-and- Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of an information circular and, if applicable, a paper copy of financial statements and related management's discussion and analysis (collectively, "Financial Information") to some shareholders together with a notice of a meeting of its shareholders. In relation to the Meeting, Registered Shareholders will receive a paper copy of each of a notice of the Meeting, this Circular dated June 14, 2021 and a form of proxy whereas Beneficial Shareholders will receive a Notice-and-Access Notification and a voting instruction form. Furthermore, a paper copy of the Financial Information in respect of the most recent financial year of the Corporation has been mailed to Registered Shareholders as well as to those Beneficial Shareholders who have previously requested to receive them.

The Corporation will be delivering proxy-related materials through intermediaries to both non-objecting Beneficial Shareholders and objecting Beneficial Shareholders, and the Corporation intends to pay intermediaries for the delivery of such material.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper Proxy to Odyssey Trust Company ("Odyssey") by: (i) mail using the enclosed return envelope; or (ii) hand delivery to Odyssey at Odyssey Trust Company, Stock Exchange Tower, 1230, 300 - 5th Avenue SW, Calgary, Alberta T2P 3C4.

The persons named as proxyholders in the Proxy accompanying this Circular are directors or officers of the Corporation, or persons designated by management of the Corporation, and are representatives of the Corporation's management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the management nominee designated in the Proxy may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person's name in the blank space provided in the accompanying Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to Odyssey, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Proxy should notify such alternative nominee of the appointment, obtain the nominee's consent to act as proxy, and provide instructions on how the Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the Proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the Proxy).

In order to validly appoint a proxy, Proxies must be received by Odyssey in each case no later than 3:00 p.m. (Mountain time) on July 23, 2021 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) before the beginning of any adjournment to the Meeting.

After such time, the chairman of the Meeting may accept or reject a Proxy delivered to him in his discretion but is under no obligation to accept or reject any particular late Proxy.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Corporation or Odyssey at Stock Exchange Tower, 1230, 300 - 5th Avenue SW, Calgary, Alberta T2P 3C4, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the chairman of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

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Signature on Proxies

The Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxy how to vote his, her or its Shares by completing the blanks on the Proxy.

The Shares represented by the enclosed Proxy will be voted or withheld from voting on any	motion, by ballot
or otherwise, in accordance with any indicated instructions. If a Shareholder specifies a choice	with respect to
any matter to be acted upon, the	Shares will be voted accordingly. In the absence of such direction, such Shares
will be voted FOR THE RESOLUTIONS	DESCRIBED IN THE PROXY AND FURTHER SET OUT IN THIS CIRCULAR. If any

amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. Unless otherwise stated, the Shares represented by a valid Proxy will be voted in favour of the election of director nominees set forth in this Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Shares may be voted in favour of another nominee in the proxyholder's discretion. As at the date of this Circular, management knows of no such amendments or variations or other matters to come before the Meeting.

Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of

Shareholders do not hold Shares in their own name. Shareholders who hold their Shares through brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Shares in their own name ("Beneficial Shareholders") should note that only Proxies deposited by Shareholders who are registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and Odyssey for the Shares as registered Shareholders) will be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Shares will, in all likelihood, not be registered in the Shareholder's name. 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 of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers (or their agents and nominees) are prohibited from voting shares for the broker's clients. Subject to the following discussion in relation to NOBOs (as defined herein), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other

securityholder materials and the request for voting instructions from such Beneficial	Shareholders. Non-objecting
beneficial owners ("NOBOs") are	Beneficial	Shareholders	who	have	advised	their	intermediary (such	as
brokers or other nominees) that they do not	object to	their intermediary disclosing ownership information to
the Corporation, consisting of their name, address, e- mail	address,	securities holdings and preferred language	of
communication. Securities legislation	restricts the use of that information to matters strictly relating to the affairs
of the Corporation. Objecting beneficial owners ("OBOs")	are Beneficial	Shareholders	who have advised their
intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice, this Information Circular and a voting instruction form or a Proxy, as applicable (collectively, the "Meeting Materials"), directly to NOBOs and indirectly through intermediaries to OBOs. NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to,