CANNABIS QUARTERLY UPDATE Q2 2019

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CANNABIS QUARTERLY UPDATE Q2 2019
CANNABIS
QUARTERLY UPDATE   Q2 2019
CANNABIS QUARTERLY UPDATE Q2 2019
INDUSTRY OVERVIEW
M&A TRANSACTIONS & PERFORMANCE
                                                                 CANNABIS M&A TRANSACTIONS*

                                   5,000                                                                                                                  70
                                                                                                                                                  31
                                   4,500                                                                              59

                                                                                                                                                               Transaction Volume (Number of Deals)
                                                                                                                                                          60
  Transaction Value ($ Millions)

                                   4,000
                                   3,500                                                                                                                  50

                                                                                                                      $1,544
                                   3,000
                                                                                             35                                  34                       40

                                                                                                                                                 $2,523
                                   2,500
                                                                                                         27                                               30
                                   2,000                                           23

                                                                                             $3,265
                                                                      11
                                   1,500                                                                                                                  20
                                   1,000
                                                                     $1,369

                                           7    7                                                                                                         10
                                                            5
                                                                                   $1,243

                                                                                             $1,288

                                                                                                         $1,472

                                                                                                                      $2,351

                                                                                                                                 $2,007

                                                                                                                                                 $2,080
                                    500
                                       -                                                                                                                  -
                                           Q1   Q2          Q3       Q4            Q1        Q2          Q3           Q4         Q1              Q2
                                                     2017                                         2018                                    2019

                                                Transaction Value             Deals Greater than $500M            Transaction Volume

             *All figures are in CAD unless otherwise stated.

                                                            M&A MARKET UPDATE FOR Q2 2019
• The second quarter of 2019 saw slightly tapering merger and acquisition activity, with 31 deals announced and/or
  closed.
• This quarter has seen several deals greater than $500M in value, mostly focused on the U.S. markets. The Canopy
  Growth and Acreage Holdings US$3.4B deal, contingent on US federal legalization, has changed the landscape of the
  North American cannabis industry, solidifying the Canadian-based company’s future in the United States market. (this
  deal is excluded from all data in the chart, due to the contingent nature of the deal). Markets are embracing the
  consolidation of multi-state operators, including two recently announced deals valued at over US$850M, which have
  given large cannabis players a more diversified geographic presence and product offering within the United States
  (Cresco/Origin House; Harvest Health/Verano Holdings).
• In second quarter 2019, shares continue to be the preferred currency for M&A transactions, with 14.1% percent of all
  M&A consideration paid in cash on closing. This compares with the three year total of 14.3% of all transactions paid in
  cash on closing.

Source: Capital IQ. Data as of June 30, 2019, based on publicly disclosed information.
Dates are based on deal announcement. Includes announced and closed transactions between $5 million and $500 million. Deals greater than $500mm are shown by the
white stacked bars and excluded from the transaction volume.
                                                                                                                                                          Page 2
CANNABIS QUARTERLY UPDATE Q2 2019
INDUSTRY OVERVIEW
NEWS
                                                             QUARTERLY HIGHLIGHTS
Supply Shortages – The unfinished inventory levels of                                 increased investment in preparation for cannabis 2.0 (i.e.
legal cannabis in Canada – product that is not packaged,                              the edibles market) has kept them in the red. Investors
labelled or ready for sale – is rising despite supply                                 are becoming impatient with the lack of commitment to
shortages in retail channels. This is due to a number of                              the bottom line, and this impatience came to a peak
issues. Some point to companies that are not equipped to                              recently as the largest cannabis company – Canopy
process and package product, as inventory in April was                                Growth – fired their CEO Bruce Linton.
almost four times the amount of sales of cannabis.
However, some licensed producers have noted that this                                 Constellation Brands partnered with Canopy via a $5
unfinished supply, which in April was recorded as                                     billion investment last summer, which secured
approximately 183,785 kg of dried cannabis and 47,450                                 Constellation a majority stake in the company. The
litres of cannabis oil, could also be kept in inventory to be                         investment by a Fortune 500 company was a major
used for edibles upon legalization this fall.                                         breakthrough for the cannabis industry; it added some
                                                                                      legitimacy to the cannabis sector and established
The second half of this year should see a major increase in                           precedent for future investment.
supply as more licenses are issued and as companies seek
to capitalize on strong consumer demand in preparation                                Constellation CEO Bill Newlands, who runs a mature
for the new edibles market. Companies are signing                                     beverage conglomerate, is more focused on bottom line
extraction supply agreements daily. Valens GroWorks has                               achievements than the visionary leader Linton. Canopy
tripled their extraction supply deal with Tilray, providing                           lost $323 million in its most recent quarter, which was
extraction for 60,000 kilograms of dried cannabis. The                                four times higher than analyst expectations. Ultimately,
Green Organic Dutchman has entered into a long term                                   investors and strategic partners had had enough of the
deal with Neptune Wellness Solutions to provide                                       increased losses, and the firing of Mr. Linton is the start of
extraction, formulation and packaging services to the                                 a trend toward the importance of profitability. The
cannabis producer. Other major players have made                                      cannabis industry is officially at the stage where
significant investments in facility expansions to boost                               valuations need to start making sense.
their production capacity. For example, Aurora Cannabis
announced increasing the size of its Aurora Sun facility by                           Reducing Cost Through Outdoor Cultivation – Outdoor
one third to 1.62 million square feet.                                                grow is a new trend in the industry as companies try to
                                                                                      leverage low-cost cultivation and ramp up production.
Cannabis Industry Seeks Profitability – The biggest                                   Aleafia Health was the first to receive a license for
question in the cannabis industry is “when will companies                             outdoor cultivation on their 26 acre plot of land in South-
become profitable?” Cannabis companies in the past have                               Western Ontario and 48North received a license shortly
been critiqued on their aspirations, such as how much                                 thereafter in the same region. CannTrust is currently
flower they promised to produce or how many countries                                 awaiting licensing of its 81 acre outdoor cultivation facility
they had partnerships with or licences in. However, today                             in British Columbia (although recent news of CannTrust’s
investors and strategic partners want to see profits.                                 non-compliance with its existing license threatens its
                                                                                      issuance) and WeedMD received Health Canada approval
Originally, many of the top cannabis players indicated to                             to begin outdoor cultivation on 27 acres in Strathroy, Ont.
investors that they would start to see profitability when                             Canopy Growth is launching a pilot program in Northern
Canada legalized cannabis. Conversely, this has come to                               Saskatchewan to see if outdoor grow could be a long-
pass and there is still little to no profitability. Now                               term option for cost efficient cultivation. Other outdoor
company leadership teams are stating that the increased                               cultivation initiatives are being pursued by privately held
                                                                                      companies.

Sources: https://www.theglobeandmail.com/cannabis/article-canada-could-hit-pot-oversupply-as-early-as-2019-depending-on-edibles/
https://www.canada.ca/en/health-canada/services/drugs-medication/cannabis/licensed-producers/market-data/supply-demand.html
*All figures are in CAD unless otherwise stated.
                                                                                                                                           Page 3
CANNABIS QUARTERLY UPDATE Q2 2019
INDUSTRY OVERVIEW
NEWS
                                                              QUARTERLY HIGHLIGHTS
New Opportunities – Boosting production capacity, diversifying market penetration and developing a wider variety of
products seems to be an overarching theme this quarter. According to Statistics Canada, more Canadians say they have
used cannabis recreationally since October 2018 (legalization), particularly those aged 45-64 and males, with almost half
of the population over 15 having reported trying cannabis. Global legal cannabis spending is expected to reach US$40B by
2024, according to BDS Analytics and Arcview Market Research, of which North America will account for 90%. With the
edibles and alternatives cannabis market set to open in October 2019, companies are getting ready to catch a new wave
of growth in the industry.

Edibles Regulations – When it comes to granting licenses for the production of edibles and derivative products, Health
Canada is taking a very risk-averse approach. The amendment to the Cannabis Act, released in June 2019, strictly outlines
the manufacturing, packaging, selling and marketing of cannabis infused food and beverage products. Some of these
requirements are fundamental to keeping children and product-users safe while others make it difficult for companies to
be able to compete or even explore the industry. In order to even begin the application process for a processing license,
companies must prove that they will produce cannabis-infused food and beverages in an entirely separate facility than
other products, and this facility must already be built. With Health Canada licensing historically taking 12-18 months,
theses strict guidelines are preventing companies from preparing for, and being competitive in, the new market. The
government has said that only a limited selection of products are expected to be available for sale in Canada by mid
December.
Cannabis Edibles Regulations –summary as provided by Health Canada
Type of regulation Edibles                        Extracts                          Extracts                                     Topical
                    (eating or drinking)          (ingesting)                       (inhaling)                                   (applying to skin, hair, nails)
THC limit            • 10 mg of THC per package     • 10 mg of THC per unit (such as • 1000 mg of THC per package                 • 1000 mg of THC per package
                                                            a capsule) or dispensed
                                                            amount
                                                          • 1000 mg of THC per package
Product rules          • No added vitamins or minerals
                       • No nicotine or added alcohol
                       • Limits on caffeine            • No caffeine                                                              • For use only on skin, hair and
                                                                                                                                    nails
                                                          • No sugars, sweeteners or colours                                      • Not for use in eyes or on
                                                                                                                                    damaged skin
Packaging              • Child-resistant
                       • Plain
                                                           • Maximum package size of 90      • Maximum package size of 90
                                                             mL for liquid extracts if under   mL for liquid extracts if under
                                                             3% THC                            3% THC
                                                           • Must include dispensing         • Maximum package size of 7.5 g
                                                             device if not in unit form        for solid extracts if over 3%
                                                           • Maximum package size of 7.5 g     THC
                                                             for solid extracts if over 3%
                                                             THC
Label                  •   Standardized cannabis symbol for products containing THC
                       •   Health Warning Message
                       •   THC/CBD content
                       •   Equivalency to dried cannabis to determine public possession limit
                       •   Ingredient list
                       •   Allergens                                                                                           • Allergens
                                                           • Intended use
                       •   Nutrition Facts Table
Other                  •   Must not be appealing to youth
                       •   Must not make health claims
                       •   No elements that would associate the product with alcoholic beverages, tobacco products, or vaping products
                       •   Must not make dietary claims                                                                        • Must not make cosmetic
                                                                                                                                 claims

Sources: https://www.canada.ca/en/health-canada/services/drugs-medication/cannabis/resources/regulations-edible-cannabis-extracts-topicals.html
*All figures are in CAD unless otherwise stated.
                                                                                                                                                           Page 4
CANNABIS QUARTERLY UPDATE Q2 2019
SELECT RECENT M&A TRANSACTIONS

                                                           • The $3.4 billion contingent acquisition of Acreage, a leading multi-
                                                             state operator (MSO) in the U.S., has changed the landscape of the
                               Announced   Apr 18, 2019      North American cannabis industry and has solidified Canopy’s
                                                             future south of the border.
  announced the pending                                    • The deal is contingent on the U.S. federally legalizing marijuana.
      acquisition of
                                           C$3.4 billion   • The deal combines Canopy Growth’s global footprint, intellectual
                               TEV                           property, infrastructure, and brands with Acreage’s licenses and
                                                             infrastructure across 20 U.S. states.
                                                           • Canopy Growth has already made a $300 million down payment
                                                             on Acreage and will complete the rest of the acquisition upon
                                                             required approvals and US legalization.

                                                           • Curaleaf, a U.S. cannabis operator on the American east coast, is
                                                             set to acquire Cura Partners and its Select brand, a wholesaler on
                               Announced   May 1, 2019       the American west coast, in an all-stock transaction worth C$1.27
                                                             billion.
announced the acquisition of
                                                           • The deal combines Curaleaf’s retail stores, wellness products and
                                           C$1.3 billion     strong brand strength on the east coast with the wholesale model
                               TEV                           and strong west coast footprint of Select, creating significant
                                                             operational efficiencies and a leading cannabis brand in California,
                                                             Arizona, Oregon and Nevada.
                                                           • This complementary acquisition will diversify Curaleaf’s domestic
                                                             market penetration in the U.S. and expand its product range.

                                                           • Cresco Labs’ acquisition of Origin House will accelerate Cresco
                                                             Labs entrance into California, given Origin House’s established
                               Announced   Apr 1, 2019       distribution platform, making them the leading American MSO.
announced the acquisition of                               • Upon consummation of the transaction, Cresco Labs will be in over
                                                             725 dispensaries in the U.S. and have the biggest footprint in the
                                                             country, providing the foundation for significant distribution and
                               TEV         C$1.1 billion     brand development capabilities.
                                                           • At the time of announcement, the transaction was the largest
                                                             public company acquisition in the history of the U.S. cannabis
                                                             industry, valued at C$1.1 billion or $12.68 per share, resulting in
                                                             Origin House shareholders holding an approximate 20% ownership
                                                             in the pro forma entity.

   Source: Capital IQ.                                                                                                 Page 5
CANNABIS QUARTERLY UPDATE Q2 2019
SELECT RECENT M&A TRANSACTIONS

                                                            • Flowr has announced that it has entered into an agreement to
                                                              acquire the remaining 82% interest in Holigen Holdings that it
                                Announced   Jun 24, 2019      does not already own, solidifying the company's global strategy.

announced the acquisition of                                • Flowr's cultivation experience and Holigen's global presence
  the remaining interest in                                   together will allow Flowr to leverage opportunities in European
                                                              and Australian-Asian markets.
                                TEV         C$361 million   • The purchase price is a combination of 32 million series 1 Voting
                                                              Convertible Redeemable Preferred shares, €4.2 million in cash and
                                                              up to C$2 million as loan consideration as well as a €1.37 million
                                                              payment to creditors subject to closing.

                                                            • The acquisition combines Canopy Growth's medical platform with
                                                              Europe's largest cannabinoid-based pharmaceuticals company and
                                Announced   May 2, 2019       leading manufacturer and distributor of dronabinol, a cannabis
                                                              product.
   closed the acquisition of                                • C3 will add an established distribution and marketing platform in
C3 – Cannabis Compound          Closed      May 2, 2019
                                                              the European pharmaceuticals market as well as access to a
     Company GmbH                                             wealth of intellectual property, allowing Canopy to strengthen
             from
                                                              their presence and further their medical product offerings.
                                TEV         C$342 million

                                                            • Neptune Wellness has agreed to acquire substantially all of the
                                                              assets of SugarLeaf Labs LLC and Forest Remedies LLC (collectively
                                Announced   May 9, 2019       “SugarLeaf”) for US$18 million (US$12 million in cash and US$6
announced the acquisition of                                  million in common shares) and additional consideration of up to
  substantially all assets of                                 US$132 million paid over three years for a maximum purchase
                                                              price of up to US$150 million.
                                            US$150
                                TEV                         • SugarLeaf’s presence in the North Carolina market and its
                                            million           expertise in extraction and formulation for hemp-based products
                                                              will allow Neptune Wellness to establish a U.S.-based hemp
                                                              extract supply chain.
                                                            • Operating out of a 24,000 sq ft facility with a hemp processing
                                                              capacity of 1,500,000 kg, SugarLeaf is a prime target for Neptune
                                                              to capitalize on increased growth in the U.S. market for hemp.

   Source: Capital IQ.                                                                                               Page 6
CANNABIS QUARTERLY UPDATE Q2 2019
SELECT RECENT M&A TRANSACTIONS

                                                           • ECD Inc., which operates as Northern Emeralds, is a leader in the
                                                             cultivation, processing and distribution of cannabis in California.
                               Announced   May 16, 2019    • Along with the ECD transaction, SOL also announced the
                                                             acquisition of six other licensed dispensaries operating under
announced the acquisition of
                                                             “One Plant”, a brand that SOL intends to use to open dispensaries
                                                             throughout California, Florida and Michigan.
                               TEV         C$120 million   • The transaction further establishes SOL Global’s MSO strategy as
                                                             they intend to combine the Northern Emeralds and six dispensary
                                                             transactions with other acquisitions to establish a new MSO.
                                                           • The purchase price of $120 million will be made through the
                                                             issuance of common shares in CannCure Investments Inc., an
                                                             affiliated entity to SOL Global.

                                                           • The transaction puts PharmaCielo on track to become a global
                                                             powerhouse in the medicinal cannabis market, with the deal
                               Announced   Jun 6, 2019       quadrupling the company’s global footprint.

announced the acquisition of                               • Creso has several years of experience in Pharma, Food, and
                                                             Cannabis and has a significant Good Manufacturing Processes
                                                             (“GMP”) compliant, pharma grade pipeline of branded products
                               TEV         A$122 million     with sales in 12 countries.
                                                           • Pursuant to the agreement, PharmaCielo and Creso Pharma have
                                                             agreed to implement a share scheme and an option scheme, with
                                                             the total transaction value aggregating to A$122 million.

                                                           • Supreme Cannabis’s growing brand portfolio will be well
                                                             complemented by Blissco, given their full spectrum of premium
                               Announced   Mar 18, 2019      wellness cannabis products, established brand recognition and
                                                             significant production facilities.
announced the acquisition of
                                                           • Upon closing, Supreme will establish itself as Canada’s only
                                                             cannabis company focused on premium products and producing at
                               TEV         C$48 million      scale.
                                                           • Supreme Cannabis will acquire all of the issued and outstanding
                                                             common shares of Blissco at a total transaction value of C$48
                                                             million. Supreme has already secured 52% support from Blissco
                                                             shareholders.

   Source: Capital IQ.                                                                                               Page 7
CANNABIS QUARTERLY UPDATE Q2 2019
PUBLIC COMPARABLE ANALYSIS
    TRADING MULTIPLES & OPERATING STATISTICS
Figures in CAD Millions, except percentages and ratios.
                                                                         Operating Figures      Revenue                    EBITDA           EV/EBITDA
                                                                        Annual- Revenue
                                              Market  Ent.
Company                                                    Cash           ized    Growth     2019   2020   2021   2019       2020    2021    2020    2021
                                                Cap. Value
                                                                        Qrt. Rev.   Y/Y
The CND Top 10
Canopy Growth Corporation                      18,287    16,752 2,481        376   263%      544 1,226 1,923      (388) (102)        306      nmf    54.7x
Aurora Cannabis Inc.                           10,433    10,725 347          261   240%      441   800 1,860       (56)   162        566     66.0x   19.0x
Tilray, Inc.                                    5,922     6,106 393          115   124%      233   478   716       (62)    26        167    232.2x   36.6x
Cronos Group Inc.                               7,019     4,603 2,418         26    91%       50   177   333       (34)    53         98     87.3x   46.8x
Aphria Inc.                                     2,309     2,279 108          292   507%      424   811   n/a       (47)   142        184     16.1x   12.4x
HEXO Corp.                                      1,795     1,655 173           52   945%      152   440   631       (19)   102        177     16.2x    9.4x
OrganiGram Holdings Inc.                        1,316     1,366    12        108   623%      145   244   328         56    91        125     15.1x   10.9x
CannTrust Holdings Inc.                           926       939     3         67    86%      136   249   347         (0)   74        112     12.6x    8.4x
The Green Organic Dutchman Holdings               889       717 174           10    nmf       44   273   517       (34)    84        151      8.5x    4.7x
TerrAscend Corp.                                  610       649     9         58    nmf      n/a   n/a   n/a        n/a   n/a        n/a       n/a     n/a
Median                                                            174              252%                                                      16.1x   12.4x
Mean                                                              612              360%                                                      56.7x   22.5x

Large Multi-State Operators ("MSO's")
Curaleaf Holdings, Inc.                         4,313     4,253   231        188 145%        414   942   n/a        112       319    n/a     13.3x   n/a
Green Thumb Industries Inc.                     2,904     2,788   156        149 108%        275   610 1,021         68       165    276     16.9x 10.1x
Harvest Health & Recreation Inc.                2,487     2,413   155        103 86%         253 1,095 1,409         34       342    504      7.1x 4.8x
Acreage Holdings, Inc.                          1,871     1,813    86         69 344%        290   713   n/a       (15)       200    n/a      9.1x   n/a
Trulieve Cannabis Corp.                         1,587     1,631    28        238 94%         308   509   615        131       199    246      8.2x 6.6x
Cresco Labs Inc.                                1,598     1,522   142        109 156%        364   949 1,327         65       290    399      5.2x 3.8x
iAnthus Capital Holdings, Inc.                    748       846    57         51 3724%       227   471   737         36       132    n/a      6.4x   n/a
MedMen Enterprises Inc.                           587       824    29        196 27%         275   717   n/a      (163)       220    n/a      3.7x   n/a
Median                                                            114            126%                                                         7.6x 5.7x
Mean                                                              110            586%                                                         8.7x 6.3x

Canadian Licenced Producers
Village Farms International, Inc.                 738      789     8         170   -23%      245    297    481       40        89    151      8.8x 5.2x
The Flowr Corporation                             547      544    16           6    nmf       28     49    147         2       12     55     45.7x 9.9x
Zenabis Global Inc.                               382      474    26          46    nmf      100    292    478     (17)        54    121      8.8x 3.9x
The Supreme Cannabis Company, Inc.                458      459    75          40   181%       68    157    n/a         7       40    n/a     11.6x  n/a
Aleafia Health Inc.                               363      347    37           6    34%       21    167    297     (20)        37     84      9.3x 4.1x
Emerald Health Therapeutics, Inc.                 356      345    16           9   649%       26     42     86     (28)      (14)      9      nmf 38.3x
Heritage Cannabis Holdings Corp.                  224      221     4           -    nmf       16     67    n/a       (2)       16    n/a     13.4x  n/a
FSD Pharma Inc.                                   226      209    17           0    nmf      n/a    n/a    n/a      n/a       n/a    n/a       n/a  n/a
WeedMD Inc.                                       180      198    17          13    60%       42    133    162       (4)       47     37      4.3x 5.4x
VIVO Cannabis Inc.                                168      182    18          20   380%       34     89    231     (14)        (2)    19      nmf 9.8x
Wayland Group Corp.                               176      178    14           1    nmf      n/a    n/a    n/a      n/a       n/a    n/a       n/a  n/a
AgraFlora Organics International Inc.             194      164    29           -    nmf      n/a    n/a    n/a      n/a       n/a    n/a       n/a  n/a
Sproutly Canada, Inc.                             128      131    10           -    nmf      n/a    n/a    n/a      n/a       n/a    n/a       n/a  n/a
48North Cannabis Corp.                            136      118    18           3    nmf       47    106    126       (2)       10     20     11.9x 6.0x
Rubicon Organics Inc.                             110      115     2           -    nmf      n/a    n/a    n/a      n/a       n/a    n/a       n/a  n/a
Harvest One Cannabis Inc.                         134      105    30          12   488%       23    117    n/a       (6)       35    n/a      3.0x  n/a
Benchmark Botanics Inc.                           103      104     1           -    nmf      n/a    n/a    n/a      n/a       n/a    n/a       n/a  n/a
Eve & Co Incorporated                             100      103     1           7    nmf       13     65    115       (2)       17     33      6.0x 3.1x
Delta 9 Cannabis Inc.                              93      100     8          23   687%       66     98    n/a       17        31    n/a      3.2x  n/a
Median                                                            16               280%                                                       8.8x 5.4x
Mean                                                              18               307%                                                      11.5x 9.5x

Source: Capital IQ. Data as of June 30, 2019.
Estimates based on Capital IQ calendar year consensus.
                                                                                                                                              Page 8
CANNABIS QUARTERLY UPDATE Q2 2019
PUBLIC COMPARABLE ANALYSIS
    TRADING MULTIPLES & OPERATING STATISTICS
Figures in CAD Millions, except percentages and ratios.
                                                                      Operating Figures       Revenue                   EBITDA          EV/EBITDA
                                                                     Annual-     Rev.
                                              Market  Ent.
Company                                                    Cash        ized    Growth     2019    2020   2021   2019      2020   2021   2020    2021
                                                Cap. Value
                                                                     Qrt. Rev.   Y/Y
US/Int'l Focused
Charlotte's Web Holdings, Inc.                  1,862 1,775     92        116   28%         180   455    581      55       157   199    11.3x 8.9x
Pyxus International, Inc.                         181 1,699    257      3,161   106%      2,376   n/a    n/a    226        n/a   n/a      n/a   n/a
PharmaCielo Ltd.                                  652   629     25          -    nmf          7    88    192    (16)        37   115    17.2x 5.5x
Flower One Holdings Inc.                          523   588      8          3    nmf        128   310    n/a      34       113   n/a     5.2x   n/a
Green Growth Brands Inc.                          464   464      -         30    nmf        137   376    519      22       112   175     4.2x 2.6x
Cansortium Inc.                                   405   437     13         30    nmf         90   235    297      21        92   113     4.8x 3.9x
Elixinol Global Limited                           474   433     41         43   48%          53    93    109        3       18    24    24.1x 18.2x
Planet 13 Holdings Inc.                           349   335     27         74   218%        105   141    n/a      18        43   n/a     7.9x   n/a
Cannex Capital Holdings Inc.                      277   282     14         14   -14%        184   434    n/a      58       120   n/a     2.4x   n/a
Vireo Health International Inc.                   271   240     54         31   63%          81   214    261      14        55    89     4.3x 2.7x
Liberty Health Sciences Inc.                      224   222     13         14   204%         80   145    212      17        45    74     4.9x 3.0x
Chemesis International Inc.                       181   181      -         15    nmf        n/a   n/a    n/a     n/a       n/a   n/a      n/a   n/a
Sunniva Inc.                                      106   149      2         57   217%         63   104    n/a      (7)       25   n/a     6.0x   n/a
ICC International Cannabis Corp.                  144   148      1          -    nmf        n/a   n/a    n/a     n/a       n/a   n/a      n/a   n/a
Body and Mind Inc.                                131   135      3          5   58%         n/a   n/a    n/a     n/a       n/a   n/a      n/a   n/a
1933 Industries Inc.                              128   124     15         18   40%          24   n/a    n/a      (6)      n/a   n/a      n/a   n/a
Median                                                          14              60%                                                      5.2x 3.9x
Mean                                                            35              97%                                                      8.4x 6.4x

Technology, Data, Retail and Ancillary Markets
MariMed Inc.                               562           594    6          19 22%          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
KushCo Holdings, Inc.                      589           568   24         185 176%         220    341    449    (27)        14    37    40.0x 15.2x
Alcanna Inc.                               222           544   22         600 -7%          752    851    922      34        59    82     9.2x 6.7x
SLANG Worldwide Inc.                       374           366   13           0 nmf          137    429    408        8       97   114     3.8x 3.2x
MJardin Group, Inc.                        115           243   19          43 82%           51    123    n/a        4       53   n/a     4.6x   n/a
Fire & Flower Holdings Corp.               135           162   25          38 nmf           54    139    265      (8)       11    54    14.3x 3.0x
National Access Cannabis Corp.             113           126   14          65 2961%        n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
Namaste Technologies Inc.                  193           124   69          18 13%          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
Cannabix Technologies Inc.                 119           108   11           - nmf          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
Choom Holdings Inc.                          84           86   10           - nmf          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
High Tide Inc.                               73           82    9          25 322%         n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
Westleaf Inc.                                88           73   20           0 nmf           15    101    178      (2)       12    33     6.2x 2.2x
Inner Spirit Holdings Ltd.                   42           53    2           5   3%         n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
Leviathan Cannabis Group Inc.                44           45    3           0 nmf          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
MYM Nutraceuticals Inc.                      34           32    2           - nmf          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
Alternate Health Corp.                       22           25    2           0 nmf          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
CannaOne Technologies Inc.                   19           19    0           0 nmf          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
Lift & Co. Corp.                             18           18    2          10 13%          n/a    n/a    n/a     n/a       n/a   n/a      n/a   n/a
Median                                                         10              22%                                                       7.7x 3.2x
Mean                                                           14             398%                                                      13.0x 6.1x

Extraction, Pharma, Food and Beverage Development
MediPharm Labs Corp.                     753   750              8          88    nmf       111    199    295      26        64    91    11.6x   8.2x
Valens GroWorks Corp.                    499   499              0           9    nmf        47    149    213      18        75   109     6.7x   4.6x
Neptune Wellness Solutions Inc.          464   457             10          23    10%        40    122    195        6       45    80    10.1x   5.7x
Khiron Life Sciences Corp.               259   249             13           8    nmf        10     61    209    (33)      (15)    64     nmf    3.9x
Radient Technologies Inc.                222   191             38           -    nmf       n/a    n/a    n/a     n/a       n/a   n/a      n/a    n/a
Abacus Health Products, Inc.             201   187             17          20   175%        39    110    n/a      11        34   n/a     5.4x    n/a
Cannara Biotech Inc.                     111   111             13           2    nmf       n/a    n/a    n/a     n/a       n/a   n/a      n/a    n/a
Dixie Brands Inc.                        112   104              8          12   176%       n/a    n/a    n/a     n/a       n/a   n/a      n/a    n/a
Lexaria Bioscience Corp.                   89    86             3           0    nmf         0    n/a    n/a      (5)      n/a   n/a      n/a    n/a
Pivot Pharmaceuticals Inc.                 67    71             0           -    nmf       n/a    n/a    n/a     n/a       n/a   n/a      n/a    n/a
Median                                                          9               175%                                                     8.4x   5.2x
Mean                                                           11               120%                                                     8.5x   5.6x

Source: Capital IQ. Data as of June 30, 2019.
Estimates based on Capital IQ calendar year consensus.                                                                                     Page 9
CANNABIS QUARTERLY UPDATE Q2 2019
PUBLIC COMPARABLE ANALYSIS
GROWTH, CASH & MULTIPLES

           Median LTM Revenue Growth                                                        Median
                     (y/y)                                                                   Cash

                     Canadian LP's                  280%                       The CND Top 10       $174

                  The CND Top 10                    252%                           Large MSO's      $114

       Extraction, Pharma, F&B                      175%                         Canadian LP's        $16

                      Large MSO's                   126%                       US/Int'l Focused      $14

                 US/Int'l Focused                      60%         Technology, Retail, Ancillary     $10

  Technology, Retail, Ancillary                      22%              Extraction, Pharma, F&B        $9

                                                                                                   Avg. $56 million
                                                       Avg. 153%

                          Median 2020 EV/EBITDA                                      Median 2021 EV/EBITDA
                                 Multiple                                                   Multiple

                  The CND Top 10            16.1x                              The CND Top 10       12.4x

                     Canadian LP's          8.8x                                   Large MSO's      5.7x

       Extraction, Pharma, F&B              8.4x                                 Canadian LP's      5.4x

  Technology, Retail, Ancillary             7.7x                      Extraction, Pharma, F&B       5.2x

                      Large MSO's           7.6x                               US/Int'l Focused     3.9x

                 US/Int'l Focused           5.2x                   Technology, Retail, Ancillary    3.2x

                                                    Avg. 9.0x                                               Avg. 5.9x

Source: Capital IQ. Data as of June 30, 2019.
Valuation details provided on page 8 and 9.
* LTM refers to last twelve month
                                                                                                                        Page 10
PUBLIC COMPARABLE ANALYSIS
PERFORMANCE ANALYSIS
   140                                                   MARKET RETURNS
   130                                       Market Capitalization Weighted Index Method
   120

   110

   100                                                                                                                         100
    90
                                                                                                                                84
    80
                                                                                                                                73
    70
                                                                                                                                73
                                                                                                                                71
                                                                                                                                71
    60

            The CND Top 10                                                       Large MSO's
            Canadian Licenced Producers                                          US/Int'l Focused
            Technology, Data, Retail and Ancillary Markets                       Extraction, Pharma, Food and Beverage Development

20.0x
                                                                  EV / 2021 EBITDA
                                                               Based on Median Values
18.0x
16.0x
14.0x
12.0x                                                                                                                        12.4x

10.0x
  8.0x
                                                                                                                              5.7x
  6.0x                                                                                                                        5.3x
                                                                                                                              5.1x
  4.0x                                                                                                                        3.9x
                                                                                                                              3.2x
  2.0x
  0.0x

            The CND Top 10                                                       Large MSO's
            Canadian Licenced Producers                                          US/Int'l Focused
            Technology, Data, Retail and Ancillary Markets                       Extraction, Pharma, Food and Beverage Development

Source: Capital IQ. Data as of June 30, 2019.
Constituent companies are the same as those provided on page 8 and 9.
                                                                                                                            Page 11
MNPCF – LEADERSHIP TEAM
                                   TRANSACTION LEADERSHIP

      Brett Franklin            Erik St-Hilaire          Aleem Bandali            Dale Antonsen
         President           Managing Director         Managing Director        Managing Director
  brett.franklin@mnp.ca    erik.st-hilaire@mnp.ca    aleem.bandali@mnp.ca     dale.antonsen@mnp.ca
       204.336.6190             204.336.6200             778.374.2140              250.979.2578

     Mike Reynolds             Mark Regehr                 Dan Porter             Stephen Shaw
   Managing Director         Managing Director         Managing Director        Managing Director
 mike.reynolds@mnp.ca       mark.regehr@mnp.ca         dan.porter@mnp.ca      stephen.shaw@mnp.ca
     587.702.5909              780.969.1404               416.515.3877             416.515.3883

     Kevin Tremblay            Jason Burgess              Patrick Khouzam          Craig Maloney
   Managing Director         Managing Director          Managing Director       Managing Director
 kevin.tremblay@mnp.ca     jason.burgess@mnp.ca      patrick.khouzam@mnp.ca   craig.maloney@mnp.ca
      647.943.4051              905.225.1324                514.228.7874           902.493.5430

                                   DUE DILIGENCE LEADERSHIP

                              John Caggianiello            Johnny Earl
                             Managing Director          Managing Director
                          john.caggianiello@mnp.ca     johnny.earl@mnp.ca
                                416.513.4177              604.637.1514
                                                                                              Page 12
MNPCF – RECENTLY CLOSED DEALS

                      NATIONAL

                                 Page 13
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