MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks

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MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
MARCH 2020
TSXV: VLNS, OTCQX:VLNCF

  THEVALENSCOMPANY.COM
MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
NOTICE TO RECIPIENT
   This presentation (the “Presentation”) of Valens GroWorks Corp. (the “Company” or “The Valens Company” or “Valens”) is an overview only
   and does not contain all the information that a prospective investor may require to make investment decisions. This Presentation is for
   information purposes only and does not constitute an offer to sell or a solicitation to buy any securities of the Company. In making an
   investment decision, investors must rely on their own examination of the Company, including the merits and risks involved.

   FORWARD LOOKING STATEMENTS
   This Presentation contains forward-looking statements and forward-looking information. Often, but not always, forward-looking statements
   can be identified by the use of words or phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be
   taken, occur or be achieved. Forward-looking statements involve known and unknown words such as “plans”, “expects” or “does not
   expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and risks,
   uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different
   from any future results, performance or achievements expressed or implied by the forward-looking statements and information.

   Examples of such statements include: (A) the financial forecast of the Company; (B) the intention to grow the business and operations of the
   Company; (C) anticipated timing for the availability of the Company’s products to market and expected sale prices; (D) expected growth in
   the number of users of medical and recreational marijuana anticipated; and (E) the expansion of the Company’s business into other revenue
   streams.

   Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking
   statements contained in this Presentation. Such forward-looking statements are based on a number of assumptions which may prove to be
   incorrect, including, but not limited to: expectations regarding the ability of the Company to raise capital and grow through acquisitions;
   growth strategy, joint venture, other commercial opportunities and the ability of the Company to carry out its stated work program; and
   expected sources and uses of capital.

   There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ
   materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
   The forward-looking statements and information contained in this Presentation are expressly qualified in their entirety by this cautionary
   statement.

   The forward-looking statements and information included in this Presentation are made as of the date of this Presentation and the Company
   assumes no obligation to update such forward-looking statements to reflect new information, subsequent events or otherwise unless
   required by applicable securities legislation.

TSXV:VLNS, OTC:VLNCF     |       AW ARD ED TO P EX TR A CTION COMPA N Y                                                                      VALENS | 2
MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
CAUTIONARY NOTE REGARDING FUTURE-ORIENTED FINANCIAL INFORMATION
   To the extent any forward-looking statement in this Presentation constitutes “future-oriented financial information” or “financial outlooks”
   within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market
   penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place
   undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial
   outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to risks as set out
   above under the heading “Forward-Looking Statements”. The Company’s actual financial position and results of operations may differ
   materially from management’s current expectations and, as a result, the Company’s revenue and expenses may differ materially from the
   revenue and expenses profiles provided in this presentation. Such information is presented for illustrative purposes only and may not be an
   indication of the Company’s actual financial position or results of operations.

   THIRD PARTY INFORMATION
   This Presentation includes market and industry data which was obtained from various publicly available sources and other sources believed
   by the Company to be true. Although the Company believes it to be reliable, the Company has not independently verified any of the data
   from third-party sources referred to in this presentation, or analyzed or verified the underlying reports relied upon or referred to by such
   sources, or ascertained the underlying assumptions relied upon by such sources. The Company does not make any representation as to the
   accuracy of such information.

   USE OF NON-GAAP MEASURES
   Adjusted EBITDA is a non-GAAP measure used by management that does not have any standardized meaning prescribed by IFRS and may
   not be comparable to similar measures presented by other companies. Management defines adjusted EBITDA as loss and comprehensive
   loss from operations, as reported, before interest, tax, depreciation and amortization, and adjusted for removing share-based payments,
   unrealized gains and losses from short term investments and other one-time and non-cash items including impairment losses. Management
   believes adjusted EBITDA is a useful financial metric to assess its operating performance on an adjusted basis as described above. A
   description of these financial measures, including a reconciliation of such measures, to the extent possible, against the most directly
   comparable IFRS measure, can be found at page 9 of the management’s discussion and analysis of the Company for the three and nine
   month period ended August 31, 2019.

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MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
OUR MISSION
               Our mission is to become the
               world’s most trusted partner for
               best-in-class cannabis extraction,
               testing, formulation, product
               development and manufacturing.

RECENT ANNOUNCEMENTS
• First international shipments of white label
  products to customers in Australia expected
  Q2 2020
• Record financial performance reported for the
  fourth quarter and fiscal year 2019

                                             VALENS | 4
MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
BEST POSITIONED TODAY,
   ACCELERATING INTO TOMORROW
   EXTRACTION AND NEXT GENERATION PRODUCT CAPABILITIES DRIVE OUR ADVANTAGE

                       THE VALENS COMPANY IS ACCELERATING INTO CANNABIS 2.0

             BROADENING END-PRODUCT AND DELIVERY CAPABILITIES
             Broadening our white label offerings to become the largest third-party cannabis product
             development and manufacturing company in the world

             OPERATING WITH GLOBAL STANDARDS
             Readying our business model for exportation to high value international markets

             PROVIDING UNIQUE, CUSTOMIZED OFFERINGS
             Further developing our unique, IP based product technology platform offering customized
             white label services

             INCREASING CAPACITY
             Increasing capacity in 2020 from 425,000 to 1,000,000 KG of extraction capacity for hemp
             and cannabis to keep up with expected demand

             BUILDING REPUTATION
             Gaining more partnerships and establishing ourselves as the trusted partner of choice by
             various leading licensed producers and CPG companies

TSXV:VLNS, OTC:VLNCF   |   A WARD ED TO P EX TR A CTION COMPA N Y                                       VALENS | 5
MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
OUR BELIEF
   THE MARKET WILL BE DOMINATED BY OIL BASED PRODUCTS

                             29%                                                           25%
                                                                                                                  OIL BASED PRODUCTS
                                                            53%          47%
                  71%                                                                              75%            FLOWER BASED PRODUCTS

                       2016                                     2018                        FUTURE*

                                           OTHER                               PRE ROLLS

                       VAPE PENS                                                      FLOWER

                                                 20%

                                             11%

                           EDIBLES                                                               Source: Cowen Equity Research Report
                                                     10%                                                             (US Market Share)
                                                                                               *Valens forward-looking prediction in the
                                                                                                   short-term based on market research
                       CONCENTRATES

TSXV:VLNS, OTC:VLNCF   |        A WARD ED TO P EX TR A CTION COMPA N Y                                                             VALENS | 6
MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
VALENS IN THE VALUE CHAIN
   UNLOCKING HIGHER MARGINS FOR OUR CUSTOMERS

                                                                             PRODUCT      BRANDING          RETAIL
                                                                          MANUFACTURING                    & SALES

                                                      G
                                                  IN
                                               ST
                                             TE
                                        BS
                                      LA                                   FORMULATION
                                  S
                             L  EN
                           VA

                                                               PURIFICATION

                                                                                             OUR FOCUS:
                                                                                             PROVIDE QUALITY PRODUCTS
                                                                                             THAT OFFER CUSTOMIZED
                                                                                             USER EXPERIENCES TO HELP
                                                                                             OUR    CUSTOMERS      BUILD
                                                                                             DIFFERENTIATED, HIGH VALUE
                                                                                             BRANDS
        CULTIVATION         EXTRACTION

TSXV:VLNS, OTC:VLNCF   |         A WARD ED TO P EX TR A CTION COMPA N Y                                                    VALENS | 7
MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
EXTRACTION
   CONCEPT IS SIMPLE, QUALITY EXECUTION IS COMPLEX

      DRIED
    CANNABIS                                         CRUDE                           OIL REFINEMENT   CROMATOGRAPHY
       OR                                             OIL                 OIL         (DISTILLATE)      /SEPARATION
      HEMP                                                           WINTERIZATION                        (ISOLATE)
                           OIL
                       EXTRACTION

TSXV:VLNS, OTC:VLNCF   |    A WARD ED TO P EX TR A CTION COMPA N Y                                             VALENS | 8
MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
EXPERTISE THAT DIFFERENTIATES
   DIVERSITY CREATES COMPETITIVE ADVANTAGE

                                                  LESS COMMODITIZATION

        Super/Sub
                                   Ethanol                      Hydrocarbon     Solvent-less         Terpene
        Critical CO2

         Capsules                Capsules                       Concentrates         Rosin        Add back for
         Tinctures               Tinctures                           Vapes           Hash       experience, flavour
            Vapes                  Vapes                         Shatter/Wax     Live Resin         and smell
          Topicals                Topicals                      Full Spectrum   Full Spectrum
        Beverages                Beverages
           Edibles                 Edibles
       Full Spectrum               Others

       ONE SIZE DOES NOT FIT ALL: HIGH QUALITY PRODUCTS NEED CUSTOMIZED EXTRACTION PROCESSES

TSXV:VLNS, OTC:VLNCF   |   A WARD ED TO P EX TR A CTION COMPA N Y                                              VALENS | 9
MARCH 2020 TSXV: VLNS, OTCQX:VLNCF - THEVALENSCOMPANY.COM - Valens Groworks
BUSINESS STRATEGY
    DELIVERING SUSTAINABLY STRONG EBITDA MARGINS THROUGH THE CYCLE

                                                                                                  GLOBAL MAR                    DESIGNED TO
                        TOLL                                                                                 KE     T REVENUE
                               PRO                                                                                              TRANSITION
                                     CESS         WHITE LABELING &   FORM
                                            ING                             ULAT                                                   AS THE
                                                                                   ION
                                                                                                                                  MARKET
                                                                                                                                  EVOLVES
    EBITDA MARGIN

                                                                                     HYD R O
                                                                                               CARBON
                                                                                                        /SOLVEN
                                                                                                                  TLESS
                                                                                                                E THANO
                                                                                                                          L
                                                                                                          CO2

                    •                               •                                               •
                    •                               •
                    •                               •                                               •
                    •                                                                               •
                    •                               •                                               •
                                                    •

TSXV:VLNS, OTC:VLNCF                                                                                                                   VALENS | 10
EXTRACTION EXPERTISE FACILITATES
   ROLL-OUT OF WHITE LABEL
   EVOLUTION TO WHITE LABEL WELL UNDERWAY

                                                                                                       WH
                                     11)                                                                    I TE
                                   N(                                                                              LA
                        C   TI O                                                                                        BE
                    A                                                                                                        L (1
                 TR                                                                                                              1)
            EX

                                                                           +3 OTHERS

                                                                                         NEXT GENERATION
                                    HIGH QUALITY EXTRACTION
                                                                                       PRODUCT DEVELOPMENT

TSXV:VLNS, OTC:VLNCF         |         A WARD ED TO P EX TR A CTION COMPA N Y                                                         VALENS | 11
TESTING
   WE ARE SETTING THE STANDARD

            FIRST ISO 17025 ACCREDITED LAB
            • Consistent use of validated methodologies

            CAN PERFORM ANALYSES IN AS LITTLE AS 24 HOURS
            • Positioning Valens as the go-to lab with turn arounds 4-5x faster than other leading labs

            PUBLISHING FULLY VALIDATED, STANDARDIZED,
            AND TURNKEY SOLUTIONS FOR THE GLOBAL CANNABIS INDUSTRY
            • Global recognition for methodologies and putting Valens’ name at the forefront of analysis

            ADDITIONAL REVENUE SOURCE THROUGH THIRD-PARTY LAB TESTING
            • Consistent high margin revenue source, mandated by Health Canada

            NAMED A “CENTER OF EXCELLENCE IN PLANT BASED SCIENCE” BY

TSXV:VLNS, OTC:VLNCF   |   A WARD ED TO P EX TR A CTION COMPA N Y                                          VALENS | 12
FORMULATIONS
   CUSTOMIZED USER EXPERIENCES NEED CUSTOMIZED PRODUCT FORMULATIONS

      VALENS IS BUILDING A DIVERSE IP PORTFOLIO THAT
    SPANS ACROSS ALL TYPES OF PRODUCTS AND SERVICES                                100+ TERPENE FORMULATIONS

                                                                                           Beta    Alpha
                                                                                          Pinene   Pinene
                                                                                            5%       3%
                           SORSE EMULSION                                                                                   Beta
                                                                               Linalool
                                                                                                                        Caryophyllene
                                                                                  7%
                                                                                                                            30%

                       CANNABINOID AND
                       TERPENE ISOLATION
                                                                        Humulene
                                                                          15%                  PINEAPPLE
                                                                                                EXPRESS*
                           CONCENTRATES
                           FORMULATIONS

                            EXTRACTION                                        Limonene
                                                                                                                       Myrcene
                           METHODOLOGIES                                         18%
                                                                                                                        23%

                              TESTING
                           METHODOLOGIES                                                                          *Example of the terpene
                                                                                                            make-up of the cannabis strain,
                                                                                                                        Pineapple Express

TSXV:VLNS, OTC:VLNCF   |       A WARD ED TO P EX TR A CTION COMPA N Y                                                               VALENS | 13
FORMULATIONS
   SORSE EMULSION TECHNOLOGY

   •   Shelf stable for over 2 years.

   •   Zero cannabis taste, colour or odour.

   •
   •   bioavailability when consumed.

   •   Resistant to temperature change including boiling,
       freezing and thawing.
   •   Faster onset making it the safer and more trusted option.
       Observed in 5-15 minutes versus normal 30 minutes – 2 hours.

   •   Observed in 45 minutes – 2 hours versus normal 4 – 8 hours.
   •   Proprietary licensed formula.
   •   Exclusive rights in Canada, Mexico, EU, UK and Australia.
   •   Access to non-exclusive rights globally.

                                                                                The global market for
                                                                                cannabis-based drinks is
        CURRENT                                                      VALENS’    expected to be worth
                                                                                US$1.4 billion by 2024
       PROBLEMS                                                     SOLUTIONS        - Prohibition Partners

TSXV:VLNS, OTC:VLNCF   |   A WARD ED TO P EX TR A CTION COMPA N Y                                    VALENS | 14
3RD PARTY PRODUCT DEVELOPMENT & MANUFACTURING
   THE FUTURE OF CANNABIS CONSUMPTION

         VALENS 1.0                                                        VALENS 2.0
                                                       PHASE 1        DECEMBER 2019     PHASE 2     H2 2020

                            Tinctures

                                                                          Beverages                    Edibles

                           Two Piece
                             Caps

                                                                         Concentrates                  Topicals

                            Soft Gels

                                                                                          More Innovative
                                                                          Vape Pens
                           Oral Sprays                                                      Products...

TSXV:VLNS, OTC:VLNCF   |     A WARD ED TO P EX TR A CTION COMPA N Y                                           VALENS | 15
FACILITY EXPANSION FOR PRODUCT DEVELOPMENT
   IP BASED PRODUCTS TO STRENGTHEN COMPETITIVE ADVANTAGE AND MARGINS

          DAY                                              020
       TO                                                2

              230 CARION RD                                            180 + 230 CARION RD                         GTA FACILITY

          EXTRACTION FOCUSED                            EXTRACTION  WHITE LABEL FOCUSED                        WHITE LABEL
                 CRUDE                                     CRUDE         CAPSULES                              FORMULATION
               DISTILLATE                                DISTILLATE      TINCTURES                               EMULSION
            FULL SPECTRUM                             FULL SPECTRUM     VAPE GOODS                         BEVERAGE CO-PACKING
                ISOLATE                                   ISOLATE          SPRAYS                           EDIBLES CO-PACKING
             FORMULATION                               FORMULATION         EDIBLES
               EMULSION                                  EMULSION       BEVERAGES
                                                                          TOPICALS

           MOST OUTPUT                                                                          MOST OUTPUT
            LEAVING AS                                                                       LEAVING AS A HIGHER
             BULK OIL                                                                          VALUE PRODUCT

TSXV:VLNS, OTC:VLNCF   |      A WARD ED TO P EX TR A CTION COMPA N Y                                                              VALENS | 16
ACTION PLAN
   12 MONTH GOALS

       1                   DELIVER ON

                                                                     2
                           EXISTING CONTRACTS
                                                                                        KELOWNA +
                           Optimize existing capacity
                                                                                          GTA EXPANSION
                           to maximize margin
                                                                                          Speed to market to
                                                                                          maintain advantage

                                        3
                   LAUNCH NEXT
           GENERATION PRODUCTS

              Build IP portfolio                                                GLOBAL EXPANSION
                                                                                                      4
                                                                     Target markets & opportunities
         Differentiated product                                                 that maximize ROI
                        offering

                                                                           Export globally with EU
                                                                                 GMP certification

TSXV:VLNS, OTC:VLNCF   |    A WARD ED TO P EX TR A CTION COMPA N Y                                             VALENS | 17
INTERNATIONAL EXPANSION
   ADVANCED DISCUSSIONS IN KEY MARKETS GLOBALLY

                                                                                  EU
        U N I T E D S TAT E S           CBD

                         MEXICO

                                       COLUMBIA

                                              PERU
                                                                        BRAZIL

                                                 U R U G U AY
                                                                                                             AUSTRALIA

                                                                                  GLOBAL MEDICAL MARKET
                                                                                  ALONE ESTIMATED AT $180B
        CURRENT AREAS OF INTEREST                                                 ANNUALLY IN 10-20 YEARS*

        LONGER TERM OPPORTUNITIES

     *Source: Eight Capital Research

TSXV:VLNS, OTC:VLNCF            |        A WARD ED TO P EX TR A CTION COMPA N Y                                          VALENS | 18
FINANCIALS & OUTLOOK
   FIRMLY INTO OUR GROWTH PHASE; FOCUSED ON UNLOCKING SHAREHOLDER VALUE
   CAPITALIZATION TABLE
   (In CAD$MM, Unless otherwise noted)
   Share Price: As of January 31, 2020                                                                            $3.36
   Basic Shares O/S                                                                                                126.0
   Full Diluted Shares O/S                                                                                        130.9

   Equity Value                                                                                                   439.9
   Cash and Cash Equivalents                                                                                       58.7
   ITM Securities                                                                                                   8.7
   Debt                                                                                                             0.0

   Enterprise Value                                                                                               372.5

   Average Analyst Estimates                                       CY2019        CY2020         CY2021          CY2022
   Revenue                                                             58.1          170.7         225.5         304.9
   Adjusted EBITDA                                                     27.4           74.7          99.9          116.2
   EPS                                                               -$0.06         $0.34          $0.51         $0.45

   Implied Multiples                                                             CY2020         CY2021          CY2022
   Valens EV/EBITDA                                                                    5.0x          3.7x          3.2x
   Pharma CMO Average EV/EBITDA*                                                      12.3x           11.1x       10.8x
   Packaged Foods CMO Average EV/EBITDA*                                               12.1x         11.5x         9.6x
   Canadian Cannabis Peer Average EV/EBITDA*                                          18.9x         18.9x          9.9x

   Valens P/E                                                                         9.9x           6.6x          7.5x
   Pharma CMO Average P/E*                                                            21.3x         18.8x         16.9x
   Packaged Foods CMO Average P/E*                                                    21.5x         19.6x          15.1x
   Canadian Cannabis Peer Average P/E*                                               30.4x         20.4x          17.8x

   Analyst Target Price
   Average (7 Analysts)                                                                                          $8.29
   Implied Return Potential                                                                                      147%

   Source: Company Filings, S&P Capital IQ
   Note: Shares outstanding and cash balance based on most recent quarterly financials; presented as Treasury
   Stock Method. Pharma CMO cohort includes: Catalent Inc., Perrigo Company PLC, Recipharm AB. Packaged
   Foods CMO cohort includes: Tate & Lyle PLC, J&J Snack Foods Corp., TreeHouse Foods Inc., Hilton Food
   Group PLC. Canadian Cannabis Peers refer to cohort on next slide.

TSXV:VLNS, OTC:VLNCF             |          A WARD ED TO P EX TR A CTION COMPA N Y                                         VALENS | 19
LARGE DISCOUNT TO PEERS DESPITE STRONG EXECUTION
                      50x

                      40x
   CY2020 EV/EBITDA

                      30x

                      20x
                                                                                                                                                                                15x
                      10x
                                                                                                                                                                                5x
                       0x
                        Jan-19   Feb-19   Mar-19       Apr-19       May-19        Jun-19        Jul-19       Aug-19        Sep-19        Oct-19       Nov-19        Dec-19
                                                                Valens               Canadian cannabis peer average

                      35x

                      30x

                      25x
   CY2021 EV/EBITDA

                      20x

                      15x
                                                                                                                                                                                14x
                      10x

                       5x
                                                                                                                                                                                3x
                       0x
                        Jan-19   Feb-19   Mar-19       Apr-19       May-19        Jun-19        Jul-19       Aug-19        Sep-19        Oct-19       Nov-19        Dec-19
                                                                Valens               Canadian cannabis peer average

       Canadian cannabis peer group includes: WEED, ACB, CRON, TLRY, APHA, HEXO, OGI, FLWR, TGOD, FIRE, EMH, ZENA, WMD, VIVO, NRTH, HVT, DN, WL, JWCA, LABS, NEPT and RTI.
       Observations with no consensus estimates are excluded.

TSXV:VLNS, OTC:VLNCF                 |      A WAR D E D TO P EX TR A CTION COMPA N Y                                                                                         VALENS | 20
COMPETITIVE LANDSCAPE

    NO. OF ANNOUNCED TOLL
                                                              11                      3            7          2
    PROCESSING AGREEMENTS*

    NO. OF WHITE LABEL
                                                              11                      2            4          0
    AGREEMENTS*

    CURRENT ANNUAL CANADIAN
                                                        425,000KG                  200,000KG   300,000KG   56,000KG
    EXTRACTION CAPACITY*

    TYPES OF EXTRACTION*                                      5                       2            1          1

    ISO 17025 ACCREDITED
                                                              Y                       N            N          N
    TESTING LAB*

    EU GMP CERTIFICATION*                                PENDING                      N        PENDING     PENDING

    ORGANIC CERTIFICATION*                                    Y                       N            Y          N

    CASH FLOW FROM
    OPERATIONS ($CAD)                                      -3.4M                     -10.0M      -21.1M     -19.2M
    Per Latest Filed Quarter

    NET INCOME ($CAD)
                                                            4.5M                     5.6M        3.3M       -6.9M
    Per Latest Filed Quarter

    ENTERPRISE VALUE ($CAD)
                                                            372M                     273M        363M        99M
    Per Comp Table Pg. 23

    EV / EBITDA (2020)
                                                             5.0x                    18.6x       6.6x        n/a
    Per Latest Filed Quarter

    *Sourced from company presentations, latest filed quarters and news releases

TSXV:VLNS, OTC:VLNCF           |         A WARD ED TO P EX TR A CTION COMPA N Y                                       VALENS | 21
INVESTMENT
   HIGHLIGHTS

         Largest extraction                                              Most diverse
         company in Canada.                                              extraction capabilities.
         At 425,000 KG of capacity, Valens is equipped to service        Providing customers with the widest variety of extraction
         Canadian demand as well as the global markets with              techniques which allows them to produce the largest range
         efficiency at scale.                                            of end products.

         High                                                            High cashflow
         margins.                                                        visibility.
         Operating in one of the highest margin sub-sectors of the       Substantial, reoccurring agreements with leading producers,
         cannabis industry with low variability in costs.                including Canopy, Tilray, HEXO, TGOD and Organigram
                                                                         providing a clear revenue and cashflow path.

         Proprietary technology                                          Customized
         and processes.                                                  product development.
         Decades of experience have resulted in best-in-class            Valens formulation and testing expertise allows for the production
         proprietary extraction processes that are optimized to          of a wide array of tinctures, capsules, concentrates,
         produce consistently high quality products.                     vapes, topicals, beverages and edibles.

         First mover                                                     In-house testing
         advantage.                                                      laboratory.
         Founded in 2012, Valens was granted the first Dealer’s          Setting global standards, Valens labs was the first ISO
         License to process cannabis. Our R&D and testing process        17025 accredited lab for cannabis analyses and is endorsed
         allows us to quickly identify market trends and adapt to a      by $100B+ Thermo Fisher Scientific as the Centre of      -
         changing landscape.                                             Excellence in Plant Based Science.

TSXV:VLNS, OTC:VLNCF    |       A WARD ED TO P EX TR A CTION COMPA N Y                                                                        VALENS | 22
APPENDIX:                                      COMP TABLE

                                                  Share     Equity    Enterprise            EBITDA                          EPS                         EV / EBITDA                     P / EPS
                                                  Price     Value       Value      2020E     2021E     2022E     2020E     2021E      2022E     2020E      2021E    2022E     2020E     2021E      2022E

                                                            C$mm       C$mm        C$mm      C$mm      C$mm                                      (x)        (x)       (x)       (x)       (x)       (x)
   Large Cap LPs
   Canopy Growth Corporation                    C$29.80     $10,474     $8,725     ($294)     ($17)     $244     ($1.28)   ($0.32)     n/a       nmf        nmf      35.8x     nmf        nmf       n/a
   Aurora Cannabis Inc.                          C$2.50      $2,799     $3,204      ($12)     $103      $358     ($0.21)   ($0.15)    $0.14      nmf       31.1x      8.9x     nmf        nmf      18.2x
   Tilray, Inc.                                 US$17.54     $2,402     $2,869      ($61)      $42      $137     ($1.42)   ($0.53)    $0.66      nmf       68.7x     21.0x     nmf        nmf      35.1x
   Aphria Inc.                                   C$6.19      $1,656     $1,652       $77      $132      $171     ($0.11)    $0.18      n/a      21.4x      12.5x      9.7x     nmf       34.8x      n/a
   Cronos Group Inc.                             C$9.53      $3,534     $1,541      ($42)      $67       n/a     ($0.12)    $0.12     $0.24      nmf       22.9x      n/a      nmf       82.9x     40.6x
   OrganiGram Holdings Inc.                      C$3.42       $571       $589        $35       $64       $79     ($0.04)    $0.13     $0.34     17.0x       9.2x      7.5x     nmf       27.2x     10.1x
   HEXO Corp.                                    C$1.66       $476       $453       ($22)       $5       $27     ($0.17)   ($0.11)     n/a       nmf       99.7x     16.8x     nmf        nmf       n/a
   Average                                                                                                                                      19.2x      44.2x     16.6x     nmf       31.0x     21.1x

   Mid Cap LPs
   The Flowr Corporation                         C$1.71      $234       $253         $3       $36       $70      ($0.11)    $0.07     $0.18     90.6x      7.1x      3.6x      nmf       24.4x      9.5x
   The Supreme Cannabis Company, Inc.            C$0.49      $174       $240        $31       n/a       n/a        n/a       n/a       n/a       7.8x       n/a      n/a       n/a        n/a       n/a
   The Green Organic Dutchman Holdings Ltd.      C$0.68      $213       $190       ($15)      $18       $70      ($0.10)    $0.02      n/a       nmf       10.4x     2.7x      nmf       34.0x      n/a
   Zenabis Global Inc.                           C$0.14       $52       $133        n/a       $68       n/a        n/a       n/a       n/a       n/a        2.0x     n/a       n/a        n/a       n/a
   WeedMD Inc.                                   C$0.76       $87       $122        $24       $51       n/a       $0.10     $0.18      n/a       5.2x       2.4x      n/a      7.6x       4.2x       n/a
   Average                                                                                                                                      34.5x      5.5x      3.2x      nmf       20.9x      9.5x

   Small Cap LPs
   VIVO Cannabis Inc.                             C$0.37     $109        $94        ($1)       $19      $40      ($0.05)    $0.02     $0.06      nmf       4.9x      2.3x      nmf       18.3x     6.1x
   Emerald Health Therapeutics, Inc.              C$0.30      $55        $75       ($19)      ($11)     ($5)     ($0.21)   ($0.09)     n/a       nmf       nmf       nmf       nmf        nmf       n/a
   Westleaf Inc.                                  C$0.17      $58        $68        $10        $50       n/a       n/a       n/a       n/a       7.1x      1.4x      n/a       n/a        n/a       n/a
   Delta 9 Cannabis Inc.                          C$0.57      $50        $62         $3        $11      $14      ($0.04)    $0.02     $0.05     18.2x      5.7x      4.5x      nmf       38.0x     11.4x
   Harvest One Cannabis Inc.                      C$0.14      $30        $29         $6        n/a       n/a     ($0.03)     n/a       n/a       5.3x       n/a       n/a      nmf        n/a       n/a
   Average                                                                                                                                      10.2x      4.0x      3.4x      nmf       28.1x     8.7x

   Extraction Companies
   MediPharm Labs Corp.                          C$2.81      $393       $363        $55       $102      $115      $0.14     $0.32     $0.44      6.6x      3.6x      3.2x      20.8x     8.9x       6.5x
   The Valens Company                            C$3.36      $440       $372        $75       $100      $116      $0.34     $0.51     $0.45      5.0x      3.7x      3.2x       9.9x     6.6x       7.5x
   Neptune Wellness Solutions Inc.               C$3.13      $297       $273        $15        $72       $97     ($0.38)    $0.42     $0.70     18.6x      3.8x      2.8x       nmf      7.5x       4.5x
   Radient Technologies Inc.                     C$0.35       $95        $99        n/a        n/a       n/a       n/a       n/a       n/a       n/a       n/a       n/a        n/a       n/a        n/a
   Average                                                                                                                                      10.1x      3.7x      3.1x      15.3x     7.7x       6.1x

   Average all                                                                                                                                  18.4x      18.1x     9.4x      12.8x     26.1x     14.9x
   Median all                                                                                                                                   7.8x       6.4x      4.5x      9.9x      24.4x     9.8x

   Source: Company Filings, S&P Capital IQ, AltaCorp Capital
   As of January 31st, 2020; shares outstanding based on most recent quarterly financials and adjusted for share issuance transactions and other significant publicly disclosed transactions; presented as
   fully diluted with all in-the-money securities added to the equity value and cash proceeds added to diluted cash balance; N/D = Not Disclosed (1) Based on Analyst consensus estimates; (2) Valen’s
   financial estimates are based on November 30th fiscal year-ends rather than calendar year-ends

TSXV:VLNS, OTC:VLNCF                   |      A WARD ED TO P EX TR A CTION COMPA N Y                                                                                                                VALENS | 23
APPENDIX:
   KEY MANAGEMENT (PART 1)

   Tyler Robson, B.A. & Sc.                                                Jeff Fallows LLB/MBA, CFA
                                                                           President
   Based on Mr. Robson’s impressive contributions to                       Mr. Fallows is an accomplished finance professional with over 17
   The Valens Company, formerly Valens GroWorks, he was appointed          years experience working on a wide range of financial advisory
   CEO in May 2017 after previously serving as COO. Over the last          mandates in the cannabis, consumer products and industrial
   decade Tyler has worked extensively in cannabis science focusing        products industries. He previously worked as a Managing
   on research and development, proprietary extraction processing and      Director at AltaCorp Capital Inc
   medical application. Mr. Robson is seen as a thought-leader
   throughout the industry and his expertise has shown through his
   impressive client base at Valens where the Company has secured          Everett Knight, CFA
                                                                           EVP, Corporate Development and Capital Markets
   agreements with some of the worlds most renowned cannabis
   companies.                                                              Mr. Knight holds almost a decade of experience in Portfolio
                                                                           Management and Investments. At Matco Financial, he launched
   Chris Buysen, MPAcc, CPA, CA                                            the first ever institutional long only cannabis fund in Canada and
                                                                           managed a small cap fund, ranked #1 in its category. He is
   Mr. Buysen has over 15 years of diverse financial experience            known for his thought leadership and his expertise in analyzing,
   working as a senior financial executive with many public and private    lobbying, investing, advising, & consulting throughout the
   organizations in a wide range of industries. During this time, he was   cannabis value chain.
   responsible for internal and external financial reporting, strategic
                                                                           Paul Kunynetz
   planning, treasury, tax, information technology, human resources,
                                                                           General Counsel
   financial controls and corporate governance.
                                                                           Prior to joining Valens, Paul practiced law at McCarthy Tétrault in
                                                                           Toronto where he gained extensive experience working on high
   Chantel Popoff
                                                                           profile and complex transactions. His practice focused on
                                                                           mergers and acquisitions, franchisee/distribution, commercial
   Ms. Popoff has over a decade of experience in managing 21+              transactions and private equity with an emphasis on the
   Western Canadian retail pharmacy chains, including Shoppers             automotive and cannabis industries.
   Drug Mart. After her time in pharma, she spent over 6 years in
   senior managerial roles in the Canadian natural health
   food industry.

TSXV:VLNS, OTC:VLNCF     |      A WARD ED TO P EX TR A CTION COMPA N Y                                                                 VALENS | 24
APPENDIX:
   BOARD & ADVISORS

   Nitin Kaushal, CPA, CA                                                  Ashley McGrath
   Director, Managing Director, Corporate Finance at PwC Canada.           Director, President & Owner of Glencoe Developments Inc.
   Mr. Kaushal has over 30 years of finance and investment expertise       Mr. McGrath has been involved in real estate development for 14
   including having held a number of senior roles with Canadian            years, overseeing all aspects of the development business and
   investment banks, private equity and venture capital industry.          oversees the management of multiple development companies in
                                                                           the commercial, residential and agricultural space.

   Chris Irwin                                                             Deepak Anand
   Director, Partner at Irwin Lowy LLP.                                    Director, Co-Founder and CEO of Materia Ventures
   Mr. Irwin advises a number of public companies on a variety of          Mr. Anand is known as global leader in the cannabis sector for his
   matters including continuous disclosure and regulatory matters,         regulatory, political and industry knowledge. Prior to starting
   reverse takeover transactions, initial public offerings and take over   Materia he was the VP of Business Development & Regulatory
   bids.                                                                   Affairs at Cannabis Compliance Inc.

   Chris Buysen, MPAcc CPA, CA                                             Phil Donne
   Director, CFO                                                           Advisor, Past President/CEO of Campbell Company of Canada,
   Mr. Buysen has over 15 years of diverse financial experience            Past CEO of Kellogg Canada
   working as a senior financial executive with many public and            Mr. Donne brings over 30 years of international brand
   private organizations in a wide range industries.                       management, re-structures and bold brand and communication
                                                                           initiatives including the launch of Vector cereal (the largest new
                                                                           cereal product in 20 years).

   Tyler Robson, B.Sc.                                                     Brett Channer
   Director, CEO and Co-founder                                            Advisor, CEO of Mass Minority, Past CEO of Saatchi + Saatchi
   Mr. Robson has over a decade of cannabis R&D, plant innovation          Mr. Channer has over 25 years of marketing industry experience.
   and life sciences experience. He previously held the position           He was responsible for leading Saatchi Canada to “Most Improved
   of COO of Valens Agritech Ltd. “Top 100 Leaders in Health Care”         Agency in Canada” as well as one of the Top 10 creative agencies
   by IFAH.                                                                in Canada and becoming one of the top performing agencies for
                                                                           growth in the Saatchi Network.

TSXV:VLNS, OTC:VLNCF     |       A WARD ED TO P EX TR A CTION COMPA N Y                                                                VALENS | 25
APPENDIX:
   ANALYST OUTLOOK

                            BROKER                                                        DATE                          RATING                        TARGET (C$)

                            AltaCorp Capital Inc.                                    Dec 12, 2019                     Outperform                            $10.25

                            Canaccord Genuity                                        Jan 24, 2020                  Speculative Buy                           $8.00

                            Desjardins Securities Inc.                               Dec 23, 2019                           Buy                              $8.00

                            Eight Capital                                            Nov 12, 2019                           Buy                              $8.25

                            Haywood Securities Inc.                                  Dec 23, 2019                           Buy                              $7.75

                            Mackie Research Capital Corp.                            Oct 18, 2019                           Buy                              $8.00

                            M Partners Inc.                                          Dec 23, 2019                           Buy                              $7.80

       As of January 31, 2020 The Valens Company is followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding the Company's performance made by
       these analysts are theirs alone and do not represent opinions, forecasts or predictions of The Valens Company or its management. By reference to the information above, The Valens
       Company does not imply its endorsement of or concurrence with any information, conclusions or recommendations as a result of analyst coverage.

TSXV:VLNS, OTC:VLNCF           |          A WARD ED TO P EX TR A CTION COMPA N Y                                                                                                               VALENS | 26
LOCATIONS
            409 KING ST W
        TORONTO, ONTARIO

            230 CARION RD
KELOWNA, BRITISH COLUMBIA

             CONTACT US
  IR@THEVALENSCOMPANY.COM
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