Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming

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Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Our Patented Machines Automate
Commercial Scale Vertical Farming

 Information Presentation
           May 23, 2019
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
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                                                                                                                                                                                                                                                                                                              1
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Who We Are & What We Do

CubicFarm Systems Corp is an Ag Tech company focusing on automated commercial scale
vertical farming.
CubicFarms develops, sells, installs and operates vertical farming technology which can be operated in the most extreme weather conditions.
The patented technology incorporated into our bespoke growing machines, combined with our proprietary growing processes accommodates
growing an ever-expanding variety of crops and processed products. These products can then be grown and sold into specific markets
including fresh food, nutraceutical ingredients or as high-quality feed for livestock.

Based near Vancouver, British Columba, Canada, the CubicFarms founders are Dutch born commercial greenhouse growers. The core team
has over 100 years of successful and profitable experience in growing, ag-engineering and operating commercial scale agricultural production
facilities.

CubicFarms has designed and patented the next generation of automated Ag Tech machines to successfully and commercially grow products
in the vertical farming space. The company’s patented machines and processes allow for automated seeding, growing, harvesting, and
processing of wide variety of products for human consumption, ingredients for nutraceutical products and production of a variety of animal
feed.

                                                Learn how from seed to store shelf, CubicFarms is the
                                                world’s foremost automated vertical farming solution.

                                                                                                                                               2
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Revenue Generation

 CubicFarms has five key revenue generation streams – all leveraging the same technology:

             Direct Machine Sales                                         Corporate Farms                                          Joint Ventures
• CubicFarms sells patented vertical farming systems     • CubicFarms grows crops for sale to retailers or       • CubicFarms strategically invests in joint ventures
  directly to customers.                                   nutraceutical product manufacturers at its wholly-      with qualified partners to install CubicFarms vertical
                                                           owned facility in Pitt Meadows                          farming systems in other regions
• CubicFarms sells harvesting equipment and other
  processing equipment directly to customers                                                                     • Currently in ongoing discussions with Canadian
                                                                                                                   and US national partners

                         Exclusive Dealership Agreements                                        Monthly Recurring Revenue Generation
              • To represent CubicFarms Systems to customers in a specific              Support subscription to provide:
                geographic region
2015                                                                                    • Consumables:
              • Specific sales targets required to maintain exclusivity                      • Seeds                          • Software updates
                                                                                             • Nutrients                      • New crop technology
              • Multiple vertical markets in each region (Cannabis, Animal                   • Packaging                      • Optimization data
                feed)

                                                                                                                                                                            3
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Corporate Timeline

CubicFarms was founded                                                                                        In the first quarter of 2019,
                                         In December 2017,
   in October 2015 and                                                          In June 2018,                CubicFarms raised $12.7m
                                      CubicFarms received its
subsequently raised $110k                                                   CubicFarms raised an             from our strategic partner,
                                      first cash deposit for a
      in seed capital                                                        incremental $3.5m                    Nu Skin, and other
                                               System
                                                                                                                        investors

         2015               2016               2017               2018                                                   2019

                                                         In March 2018, the first            In November 2018,
                   Between December 2016                                                                                                Year to date,
                                                         manufactured machines             CubicFarms successfully
                      and October 2017,                                                                                               CubicFarms has
                                                           from the CubicFarms                completed our first
                    CubicFarms raised an                                                                                           delivered machines to
                                                          factory were delivered            commercial install to
                     incremental $1.7m                                                                                                 Utah & Ontario
                                                              to Pitt Meadows                Swiss Leaf Farms

                                                                                                                                                           4
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Our System
                  Centralized Work Space                                                                                                Individual Growing Machines
   Each growing chamber opens to the centralized work                              Expandability                        Each growing machine is segregated and individually climate
  space that accommodates all planting, harvesting and            Each CubicFarm System is expandable without            controlled to accommodate a wide variety of crops each with
packaging, as well as monitoring of all crops. The machine     interrupting current crop production or workflow. One   the ideal environment. Each growing machine is controlled by a
 brings all crops to the front of each machine frequently to    CubicFarms irrigation system can support up to four     proprietary app to control lighting schedules, climate, machine
      accommodate efficient harvesting and planting.                             complete systems.                                           speed, and irrigation.

                                                                                                                                                                                          5
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Sampling of CubicFarms’ Pipeline Projects

   20-Container CubicFarm System Indoor     100-Container CubicFarm System Indoor

                                                                                    6
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Our Growing Machine

 The undulating path creates multiple “V
 shape” areas. A light at the top of each     Lights are installed only at the top of each
   “V” ensures all sides of the plant are       growing machine, on either side of the
bathed in light during each rotation. One               environmental ducting.
light can service multiple trays of plants.

                                               Each growing machine is built inside a
 Each growing machine has at least 240         custom built, stainless steel (inside and
 trays of produce. Trays and inserts are        outside), highly-insulated, high-cube
easily swapped out for different crops and    container. The walls and ceiling form the
 densities to ensure maximum flexibility           exoskeleton of the machine for
             and productivity.                    optimization of the interior space.

Produce is grown hydroponically in trays,
                                               A patented conveyor system is used to
  without soil. Plants are grown in their
                                                 move the trays through the growing
  natural horizontal position and utilize
                                              chamber. The speed is managed through
  gravity to ensure even distribution of
                                               CubicFarms’ custom app that sets the
water and nutrients, ensuring even growth
                                                speed depending on crop variety and
 of every plant on each tray to maximize
                                               activity, such as growing, harvesting or
          yield and consistency.
                                                               planting.

Each growing machine is supplied with its
                                                A water recycling system is used to
own irrigation requirements, based on the
                                               minimize fresh water consumption and
   type of crop, and the stage of crop. All
                                                      monitor nutrient levels.
irrigation is provided from our centralized
  irrigation system, but individualized via
             our proprietary app.

                                                                                             7
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Key Verticals: Fresh Vegetables, Nutraceuticals, Animal Feed

Crops grown using a CubicFarm System are intended to be fresh, flavourful and consistent. CubicFarms can grow hundreds of
varieties of leafy greens, herbs, microgreens and many other crop verticals.

                                                                                                                            8
Information Presentation - Our Patented Machines Automate Commercial Scale Vertical Farming
Benefits of CubicFarms Growing

CubicFarms believes that its growing system provides efficiency, automation, energy, water, and labour savings and eliminates the
need for pesticides – locally.

                                                    Traditional Growing
                               Labour intensive process that puts strain on workers and
                                                                                                                                             Machine significantly reduces labour, and provides
            Labour             increases farmers’ exposure to liability. Labour sourcing
                                                                                                                                                   physically light work by comparison.
                                                  challenges persist.

                                Crops are grown in varying and inconsistent conditions,                                                  Crops are grown in consistent growing conditions year-
            Quality
                                creating high variability in crop quality and consistency.                                                     round, resulting in consistent crop quality.

                                                                                                                                       Water is recycled, resulting in only 1 litre of water required
             Water                At least 12 liters of water required per head of lettuce.
                                                                                                                                                           per head of lettuce.

                                Longer growing cycles and growing is limited to certain
             Time                                                                                                                                      Growing cycles as low as 5-21 days2.
                                                      seasons.

                               Uses a mixture of insecticides, pesticides, fertilizers and
                                                                                                                                          Uses only fertilizer. Local year-round growing reduces
         Environmental             GMOs Regional and seasonal growing creates
                                                                                                                                                         transportation emissions.
                                     transportation and greenhouse emissions.

                         Notes: 1) Different packaging may impact the amount of potential labor required; 2) Depending on size and variety required.
                                                                                                                                                                                                        9
Industry Highlights

                         As the world population increases, there is both less water and arable land farming 1,2
              The world needs to find alternatives to traditional farming for sustainable, long-term crop development

 The global vertical farming market was valued at USD2.5bn in 2018 and is anticipated to grow at a 21% CAGR and reach
                                                   USD10.0bn by 20253

          Major players in the vertical farming space have received ~USD400m4,5,6 in funding from high-profile investors

                     Backed by:                                                                         Backed by:                                                                                   Backed by:

        Jeff Bezos                Eric Schmidt

                                       In 2018, Chinese AgriFood start-ups raised over ~USD7.5bn in capital7

 While a number of players have entered the vertical farming industry, CubicFarms has proven that our patented
                products and processes set us apart as an industry leading AgTech company.

                             Note: 1) http://www.bbc.com/future/story/20170405-how-vertical-farming-reinvents-agriculture; 2) https://www.agrilyst.com/stateofindoorfarming2017/ ; 3) https://www.grandviewresearch.com/press-release/global-vertical-
                             farming-marke; 4) https://www.businessinsider.com/vertical-farming-company-jeff-bezos-plenty-china-2018-1; 5) https://www.fastcompany.com/90239250/bowerys-automated-indoor-farm-is-growing-fast ; 6)                       10
                             https://www.crunchbase.com/organization/aerofarms/funding_rounds/funding_rounds_list#section-funding-rounds; 7) https://agfunder.com/research/china-agrifood-funding-report-2018/
Footprint

CubicFarms has installed four systems in Canada and the United States. CubicFarms has a sales pipeline with near term installations
in North America and Internationally. CubicFarms expects to have order volume of 150-300 machines in the next 12 months.

         Pitt Meadows
  Pitt Meadows, British Columbia
        Growing machines: 121
  Status: Operational. 12 machine
expansion underway (completion July,                                                                                                                                 Nu Skin Enterprises
                2019)                                                                                                                                                     Vinyard, Utah
                                                                                                                                                                       Growing machines: 7
                                                                                                                                                                        Status: Operational
     Confidential Partner
   Vancouver, British Columbia
       Growing machines: 1                                                                                                                                            Del Fresco Pure
    Status: Installation Pending                                                                                                                                       Kingsville, Ontario
                                                                                                                                                                      Growing machines: 14
                                                                                                                                                                       Status: Operational
             Zenabis
           Langley, BC
  Cannabis Propagation Machine: 1
         Status: delivered

    Confidential Partner                                                         Swiss Leaf Farms
   Richmond, British Columbia                                                  Edmonton, Alberta
       Growing machines: 12                                                   Growing machines: 14
  Status: Installation Pending with                                    Status: Operational, expansion order
          deposit received                                                   expected by end of 2019

                                      Note: 1) An additional 14 growing machines have been ordered for Pitt Meadows and are expected to be installed in [Q3 2019].
                                                                                                                                                                                              11
Pitt Meadows

CubicFarms owns an 11 growing machine system in Pitt Meadows, British Columbia. This was the first CubicFarm System to be
installed and operational. Selected facility details are provided below.

Facility Details
                              Growing – 11
Number of Machines            Germination – 2
                              Irrigation – 1
                              Research and development
Intended Use                  Supply of leafy greens for Greater Vancouver Area
                              Cultivation of wheatgrass for selected customers
                              CubicFarms has ordered 14 incremental growing machines for Pitt
                               Meadows which are expected to be installed by Q3 2019
Expansion Plans
                              CubicFarms has incremental bare land available at Pitt Meadows that
                               could be utilized to expand the facility further
                                1.2m heads of lettuce per annum;
                                6.0m plugs of basil;
Current Facility Capacity       150,000lbs of microgreens; or
                                Any combination thereof could be produced annually at the current Pitt
                                 Meadows facility
                                1,300,000 heads of lettuce per annum;
                                8,300000 plugs of basil;
Expanded Facility Capacity      160,000 lbs of microgreens; or
                                Any combination thereof could be produced annually in the expanded
                                 section of the Pitt Meadows facility

                                                                                                                            12
Edmonton

Swiss Leaf Farms currently has 14 CubicFarms growing machines installed in Edmonton, Alberta and are planning to order an
expansion system by the end of 2019.

                                                                                                                            13
Key Partners

                               Del Fresco Pure                                                                    Nu Skin Enterprises
 Del Fresco is family-owned greenhouse grower that has been in business since the      In January 2019, CubicFarms received a $10.0m strategic investment from Nu Skin,
  1950s                                                                                  a NYSE-listed nutraceutical company
 They currently grow tomatoes, peppers, cucumbers, beans, strawberries, and            As part of the strategic investment, CubicFarms signed a binding term sheet under
  eggplants for sale to retailers in Ontario                                             which CubicFarms and Nu Skin will work together to market and sell CubicFarms’
                                                                                         systems in China
 Del Fresco is seen as an innovator and thought-leader in the agriculture industry
                                                                                        Nu Skin has purchased a system which has been installed in Vinyard, Utah, at the
   ‒ Del Fresco selected the CubicFarms technology after evaluating several vertical
                                                                                         Groviv headquarters, which was Nu Skin’s first investment in vertical farming
     farming alternatives
                                                                                        CubicFarms continues to collaborate with Nu Skin on R&D in developing many
                                                                                         additional nutraceutical product that can be grown in a CubicFarm

           CubicFarms Installation at Del Fresco in Kingsville, Ontario                CubicFarms Demonstration Machine at Groviv Headquarters – Division of Nu Skin

                                                                                                               To add photo of Nu Skin system or machine

                                                                                                                                                                             14
The Future

CubicFarms intends to remain at the forefront of innovation in vertical farming technology through initiatives led by the CubicFarms
R&D team at the Pitt Meadows facility.

                              Today                                                              The Future

                                                                                      Focus on expansion of CubicFarms’ footprint around the
               A unique, undulating-path growing system with patents in a             globe through a mix of 1) outright machine sales, 2) wholly-
               dozen countries including Canada.                                      owned machine installations and 3) joint ventures 4)
                                                                                      Additional crop verticals 5) Further Automation.

               Continuous testing and trials are ongoing at the Pitt                  Large potential crop footprint to include crops that are not
               Meadows facility leading to new crop types, quicker                    traditionally grown in vertical farms.
               growth cycles and new germination methods.

                                                                                      Large opportunity to grow new crops and add additional
               CubicFarms’ R&D team is continually working to improve                 value through increased automated harvesting and
               efficiency and automation processes for the benefit of our             processing to create higher value products in
               customers and clients.                                                 nutraceutical ingredients .

                                                                                                                                                     15
Management Team

CubicFarms has a world-class management team with experience in agriculture, manufacturing, management, sales, and finance.

          Daniel Burns                        Dave Dinesen                         Dani Palahanova                          Leo Benne                          John de Jonge
           Chairman                          President & CEO                     Chief Financial Officer            Chief Growing Innovation                  Chief Design Officer
 Daniel was the first certified      Dave is an expert in global          Dani is an adaptable financial       Leo is currently Chief Growing       John is a seasoned agriculture
  director in British Columbia         operations management and             leader with a background in           Officer at Zenabis Global Inc.        and manufacturing executive
  (ICD.D) and one of the first in      corporate client acquisition          leading the finance and
                                                                                                                  Leo gained advanced knowledge        John first entered the agriculture
  Canada                                                                     accounting functions of
                                      Formerly the Chief Executive                                                of modern horticultural methods       industry in 1995 when he
                                                                             international companies listed on
 Daniel is well versed in public      Officer of BackCheck, Dave grew                                             at Rijks Middelbare                   purchased Artex Barn Solutions
                                                                             the TSX and NYSE
  markets having created a capital     the company from a small                                                    Tuinbouwschool in Holland
                                                                                                                                                        While at Artex, John oversaw the
  pool company on the TSX              business based in Surrey, British    She has held a number of senior
                                                                                                                  Leo has been at the forefront of      shift of manufacturing from
  venture exchange                     Columbia to an industry-leading       finance and management roles
                                                                                                                   the development of the                Canada to China
                                       company operating on three            at successful mining and
 Daniel is a member of the Law                                                                                    CubicFarms technology
                                       continents                            exploration companies including
  Society of BC and the Certified                                                                                 Formerly the head of Bevo, Leo
                                                                             Asanko Gold Inc., and Auryn
  Professional Accountants of         Dave has been working to
                                                                             Resources Inc                         grew Bevo to become the
  Ontario. He holds MBAs from          develop CubicFarms since 2015
                                                                                                                   leading plant propagator in North
  University of Toronto and St                                              Dani is a CPA, CGA
                                                                                                                   America
  Gallen, Switzerland

                                                                                                                                                                                              16
Selected Financials and Intellectual Property

Fully Diluted Shares Outstanding1                                                     Value                  Other Financial Metrics1                                                        Value

Basic Shares Outstanding                                                           [84,117,828]              Insider Ownership                                                              [41.3]%

Plus: Options                                                                      [13,760,670]              Cash                                                                           $[12.7]m

Plus: Warrants                                                                     [14,590,096]              Debt                                                                           $[0.8]m

Equals: Fully-Diluted Shares Outstanding                                          [112,528,594]

Patent Status                                                                                                                    Locations

                                                                  Australia , Canada, China, Eurasia (covering eight countries), Europe (covering 37 EU countries), Japan, New Zealand, Saudi Arabia, South
Granted
                                                                                                                       Africa, South Korea, United States

Pending                                                                                                              United Arab Emirates, India, Oman

                                    Note: 1) As of May [], 2019
                                                                                                                                                                                                              17
Investment Highlights

   Revolutionary, Patented Technology Developed Leveraging           Joint Venture Strategy Provides Annuity-Type Earnings,
              centuries of Agriculture Experience                               Cashflow and Facilitates Growth

                                       Four Systems Installed Across North America.
                                         Sales Pipeline Covering Four Continents

   Experienced Management with Expertise in Agriculture,          Seed-to-Store-Shelf Brand program developed and selling
       Management, Manufacturing and Engineering                   regionally. In discussions for a national network of local
                                                                             CubicFarms for supply & distribution

                                                                                                                                18
Contact Us
 CubicFarms.com
Appendix

           20
Production Yields

The table below showcases the production yields of CubicFarms’ machines for lettuce, basil, and microgreens.1

                                                                              Lettuce                                                                   Basil                            Microgreens

Number of Machines                                               1                                  14                                      1                         14         1                           14

Crops Per Cycle (units)                                       6,240                              87,360                              20,640                         288,960     1,440                   20,160

Cycles Per Year                                                      ~17 (21 days per cycle)                                                    ~36 (10 days per cycle)              52 (7 days per cycle)

Wastage Rate                                                                     5%                                                                      5%                                  5%

Net Annual Crops (units)                                   ~103,000                           ~1,410,000                           ~716,000                      ~11,529,000   ~71,000                 1,162,000

   CubicFarms is also currently exploring crops in the nutraceutical and ingredients businesses. Once yield data is available for these crops, they will be added to this slide.

                                   Note: 1) The projected economics are based on observations of production at the Pitt Meadows facility.
                                                                                                                                                                                                                   21
Exclusivity Agreements

CubicFarms has entered into licensing agreements with several partners to become exclusive users and sellers of the CubicFarm
System in different territories. The details of these agreements are outlined below.

                        Exclusivity Overview                                                      Minimum Machine Purchases
 CubicFarms has entered into several licensing agreements with confidential
  partners                                                                     450
                                                                                                                                416    416    416    416

 These licensing agreements grant the licensees exclusivity of use of the     400                                       391

  CubicFarm system in their specific territory or industry                                                 354
                                                                                                                  366

                                                                               350
 In order to maintain exclusivity, licensees must meet minimum annual
  purchase requirements                                                        300

                                                                               250

                                                                               200                  191
                                                                                            179

                                                                               150

                                                                               100

                                                                                50
                                                                                      16

                                                                                 -
                                                                                     2019   2020    2021   2022   2023   2024   2025   2026   2027   2028

                                                                                                                                                            22
Capital Raised and Capitalization Table

 To date, CubicFarms has raised ~$18.0m in equity capital.
                                                                                                                                                                                                                                         Post-Split Post-
                                                      Pre-Split Shares                       Post-Split                        Pre-Split Share                   Post-Split Share                                                        Money Shares
 Round                                                     Issued                          Shares Issued2                           Price                             Price2                           Capital Raised                     Outstanding2

 Seed Round (May 2016)                                       1,000,000                         46,000,000                               $0.10                            $0.0022                              $0.1m                           46,000,000

 Class A Preferred (Dec 2016)1                                 64,209                           2,953,614                               $8.95                            $0.1946                              $0.6m                           54,344,768

 Class A Preferred (Oct 2017)1                                125,142                           5,756,532                               $8.95                            $0.1946                              $1.1m                           60,101,300

 Class B Preferred (June 2018)                                 92,758                           4,266,868                              $38.00                            $0.8261                              $3.5m                           64,368,168

 Strategic Investments (Feb/Mar 2019)                             N/A                          12,695,188                                N/A                             $1.0046                             $12.7m                           82,271,936

 Total                                                                                                                                                                                                       $18.0m

Most Recent Valuation Summary – Strategic investments (Feb/Mar 2019)                                                          Capitalization
                                                                                                                                  Security                                           Total Outstanding2                                 Percentage
 Post-Split Pre-Money Fully Diluted Shares Outstanding2                                            99,537,514                     Common Shares                                             75,096,488                                      67.9%
                                                                                                                                  Class B Preferred Shares3                                  7,175,448                                       6.5%
 Times: Strategic Investment Issue Price                                                                $1.0046
                                                                                                                                  Stock Options4                                            13,760,670                                      12.4%
 Equals: Strategic Investment Valuation5                                                               $100.0m
                                                                                                                                  Warrants4                                                 14,590,096                                      13.2%
                                                                                                                                  Total Fully-Diluted                                      110,622,702                                      100.0%

                                       Notes: 1) Have been converted into common shares; 2) Post-split 46:1 of Cubicfarms’ shares effective December 19, 2018; 3) Class B preferred shares will be converted to common shares to the extent that the stock is
                                       listed on a public exchange; 4) See slides 23 and 24 for a full calculation of outstanding stock options and warrants by category; 5) Valuation is pre-money and fully-diluted                                           23
Media Coverage

CubicFarms has received coverage and interest from various news outlets. A selection of this coverage is provided below.

Advancements in automated commercial scale vertical farming
https://www.hortidaily.com/article/9050452/advancements-in-automated-commercial-scale-vertical-farming/

Food safety through high tech farming
https://www.citynews1130.com/video/2018/12/03/food-safety-through-high-tech-farming/

DelFrescoPure goes year-round with indoor vertical farm
https://www.thepacker.com/article/delfrescopure-goes-year-round-indoor-vertical-farm

‘It’s a blizzard outside and we’re growing lettuce’: Busby area farmers grow vertical
https://www.cbc.ca/news/canada/edmonton/vertical-farm-swiss-busby-1.5001463

“Cloverdale CEO to talk farm tech at TEDxChilliwack in April”
https://www.langleyadvancetimes.com/entertainment/cloverdale-ceo-to-talk-farm-tech-at-tedxchilliwack-in-april/?fbclid=IwAR3rM6XB9RBxtQ0sPWPcci-
HCx25ZNRy32WgimliXx484VpSdT0lqANKu1k

“You can grow a tonne of lettuce”
https://www.cbc.ca/news/canada/edmonton/you-can-grow-a-tonne-of-lettuce-1.5003459?fbclid=IwAR1BZLNgCdeE1UVzgJ1WOnpeACaVEOavHYz0ma_--
cGNIUGDi9qHx7b4L5Y

“Containerized farming division now a standalone company”
http://cubicfarms.com/wp-content/uploads/2019/01/FARMA_039_1225.pdf

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