NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company

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NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
NOVEMBER 2019
TSXV: VGW, OTCQX:VGWCF

    VALENSGROWORKS.COM
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
OUR MISSION
Our mission is to become the
world’s most trusted partner for
best-in-class cannabis extraction,
testing, formulations and
product development and
manufactuing.

                               Valens | 2
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
NOTICE TO RECIPIENT
   This presentation (the “Presentation”) of Valens GroWorks Corp. (the “Company”) 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 consti-
   tute 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 state-
   ments 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 materi-
   ally from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The for-
   ward-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:VGW, OTC:VGWCF                                                                                                                             Valens | 3
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
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” with-
   in 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 for-
   ward-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 pro-
   vided 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 8 of the management’s discussion and analysis of the Company for the three and six month period ended August 31, 2019.

TSXV:VGW, OTC:VGWCF                                                                                                                             Valens | 4
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
BEST POSITIONED TODAY,
   ACCELERATING INTO TOMORROW
   EXTRACTION AND NEXT GENERATION PRODUCT CAPABILITIES DRIVE OUR ADVANTAGE

                      TODAY                                     TOMORROW

       • Largest third-party extraction capac-         • Largest third-party cannabis product
          ity with 425,000 KG and more than              development and manufacturing company
          240,000 KG in contracted demand
          from customers for 2020                      • Unique, IP based product technology
                                                         platform offering customized white label
       • Extracting for $15B CAD in market cap           services
          with 10 contracts including 5 of the top
          10 cannabis companies in Canada
                                                       • Trusted partner of various leading licensed
                                                         producers and CPG companies
       • Broadest product and service offering
          in the market
                                                       • Exportable business model to high value
       • Low risk, capital efficient, high margin        international markets
          business

TSXV:VGW, OTC:VGWCF                                                                                 Valens | 5
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
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                                       FLOWERS

                                        20%

                                      11%

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

TSXV:VGW, OTC:VGWCF                                                                                                   Valens | 6
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
VALENS IN THE VALUE CHAIN
   UNLOCKING HIGHER MARGINS FOR CUSTOMERS

       CULTIVATION

                                                                       TESTING REQUIRED
                            EXTRACTION                                 (VALENS LABS)

                                     PURIFICATION

                                              FORMULATION

                                               PRODUCT      BRANDING       RETAIL
                                            MANUFACTURING                  & SALES

TSXV:VGW, OTC:VGWCF                                                                       Valens | 7
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
EXTRACTION
   WHAT IS IT?

                                   CRUDE
       DRIED                        OIL                       OIL REFINMENT
     CANNABIS                                              (DISTILLATE/ISOLATE)
                          OIL                   OIL
        OR                                 WINTERIZATION
       HEMP           EXTRACTION

TSXV:VGW, OTC:VGWCF                                                          Valens | 8
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
EXPERTS IN EXTRACTION
   DIVERSITY CREATES COMPETITIVE ADVANTAGE

                                      LESS COMODITIZATION

        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
          Edibles          Topicals          Full Spectrum
                          Beverages
                           Edibles
                            Others

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

TSXV:VGW, OTC:VGWCF                                                                            Valens | 9
NOVEMBER 2019 TSXV: VGW, OTCQX:VGWCF - VALENSGROWORKS.COM - The Valens Company
BUSINESS STRATEGY
   DELIVERING SUSTAINABLY STRONG EBITDA MARGINS THROUGH THE CYCLE

                        TOL                                                                    GLOBAL M                               DESIGNED TO
                              L PR                                                                      ARKET REV
                                   O                                                                              ENUE                TRANSITION
                                       CES             WHITE LABELING & FOR
                                             SIN
                                                   G                          MUL
                                                                                    ATIO                                                 AS THE
                                                                                           N                                            MARKET
    EBITDA MARGIN

                                                                                                                                        EVOLVES

                                                                                               HYRDO
                                                                                                       CARBO
                                                                                                               N/SOL
                                                                                                                       VENTL
                                                                                                                                ESS
                                                                                                                 ETHA
                                                                                                                          NOL

                                                                                                                 CO
                                                                                                                      2

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

TSXV:VGW, OTC:VGWCF                                                                                                                          Valens | 10
EXTRACTION EXPERTISE FACILITATES
   ROLL-OUT OF WHITE LABEL
   EVOLUTION TO WHITE LABEL WELL UNDERWAY

                                                                           WH
                              N                                                 ITE
                      C   TIO                                                         LA
               T   RA                                                                      BE
                                                                                                L
            EX
                                                                     2.2M VAPES
                                                                     $50+ MILLION REVENUE
                                                                     2+ YEARS

                                                                                  3+ YEARS
                                                                                  FULL ARAY OF
                                                                                  PRODUCTS

                                                                          2.5M BEVERAGES
                                                                          5 YEARS

                                            +3 OTHERS           50+ OTHER
                                                              OPPORTUNITIES
                                                             CURRENTLY BEING
                                                               NEGOTIATED

            HIGH QUALITY EXTRACTION             NEXT GENERATION PRODUCT DEVELOPMENT

TSXV:VGW, OTC:VGWCF                                                                                 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:VGW, OTC:VGWCF                                                                                        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 Pinene   Alpha Pinene
                                                                                      5%            3%
                            SORSE EMULSION                             Linalool
                                                                         6.9%
                                                                                                                          Beta Caryophyllene
                                                                                                                                29.7%

                          CANNABINOID AND
                         TERPENE ISOLATION
                                                           Humulene
                                                             14.9%

                                                                                         PINEAPPLE
                                                                                          EXPRESS*
                             CONCENTRATES
                             FORMULATIONS

                               EXTRACTION                             Limonene
                            METHODOLOGIES                               17.8%                                   Mycrene
                                                                                                                 22.8%

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

TSXV:VGW, OTC:VGWCF                                                                                                                    Valens | 13
FORMULATIONS
   SORSE EMULSION TECHNOLOGY

   •   Shelf stable for over 2 years

   •   Zero cannabis taste, color or odor

   •   Provides effective, consistent dosing

   •   Lower dosage proven sufficient due to increase in
       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.

   •   Faster offset making it feel exactly like an alcoholic beverage.
       Observed in 45 minutes – 2 hours versus normal 4 – 8 hours.

   •   Proprietary formula, exclusive Canadian rights

                                                  WATER SOLUBILITY
                                                        ONSET

              CURRENT                                   OFFSET             VALEN’S
             PROBLEMS                                SMELL/TASTE
                                                                          SOLUTIONS
                                                     CONSISTENCY
                                                   SHELF STABILITY

TSXV:VGW, OTC:VGWCF                                                                   Valens | 14
3RD PARTY PRODUCT DEVELOPMENT & MANUFACTURING
   THE FUTURE OF CANNABIS CONSUMPTION

                                                    CANNABIS 2.0

                                         PHASE 1                   PHASE 2
              CURRENT
                                        DECEMBER 2019               H2 2020

                        Tinctures                Beverages                    Edibles

                      Two Piece Caps
                                                Concentrates                  Topicals

                        Soft Gels

                                                               More Innovative
                                                 Vape Pens
                                                                 Products...

                       Oral Sprays

TSXV:VGW, OTC:VGWCF                                                                      Valens | 15
FACILITY EXPANSION FOR PRODUCT DEVELOPMENT
   IP BASED PRODUCTS TO STRENGTHEN COMPETITIVE ADVANTAGE AND MARGINS

               TODAY                                         H1 2020

              230 CARION RD                                      230 CARION RD

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

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

TSXV:VGW, OTC:VGWCF                                                                          Valens | 16
ACTION PLAN
   12 MONTH GOALS

               DELIVER ON             KELOWNA              LAUNCH NEXT              GLOBAL
               EXISTING CONTRACTS     EXPANSION            GENERATION PRODUCTS      EXPANSION

               Optimize existing      Speed to market to   Differentiated product   Target markets &
               capacity to maximize   maintain advantage   offering                 opportunities that
               margin                                                               maximize ROI
                                                           Build IP portfolio
                                                                                    Export globally
                                                                                    with EU GMP
                                                                                    certification

TSXV:VGW, OTC:VGWCF                                                                                      Valens | 17
INTERNATIONAL EXPANSION
   ADVANCED DISCUSSIONS IN KEY MARKETS GLOBALLY

                                               EU

       U N I T E D S TAT E S

                               COLUMBIA

     GLOBAL
                                                                     AUSTRALIA
     MARKET                               GLOBAL MEDICIAL MARKET
                                          ALONE ESTIMATED AT $190B
       CURRENT AREAS OF INTEREST          ANNUALLY IN 10-20 YEARS*

TSXV:VGW, OTC:VGWCF                                                              Valens | 18
THE FUTURE OF EXTRACTORS
   LEADING EXTRACTORS OF TOMORROW WILL NOT FOCUS ON INPUT CAPACITY

           “    DISTILLATE CAPACITY
                          25,000 KG
                           (CURRENT)
                                                 “      “
                                                        CENTRIFUGAL PARTITION
                                                          CHROMATOGRAPHY
                                                                                              “
                                                               CAPACITY
                                                                      8,000 KG
                                                                   (H1 2020 PHASE 1)

                  BASE INGREDIENT FOR MAJORITY OF           ISOLATE CANNABINOIDS AND REMOVE
             OIL-BASED CANNABIS 2.0 CONSUMER PRODUCTS          UNWANTEDS FROM FORMULAS

TSXV:VGW, OTC:VGWCF                                                                               Valens | 19
FINANCIALS & OUTLOOK
   FIRMLY INTO OUR GROWTH PHASE; FOCUSED ON UNLOCKING SHAREHOLDER VALUE

    CAPITALIZATION TABLE
                                                                                                                                       641%
    (In CAD$MM, Unless otherwise noted)
    Share Price: As of 1st of November 2019                                                                          $2.98                     16.5
    Basic Shares O/S                                                                                                 123.9
    Fully Diluted Shares O/S                                                                                         128.9
    Equity Value                                                                                                     384.1                                               9.8
    Cash and Cash Equivalents                                                                                         60.4              8.8
    ITM Securities                                                                                                      8.7
    Debt                                                                                                                    -
                                                                                                                                 2.2                               2.0
    Enterprise Value                                                                                                 315.0
                                                                                                                                 Q1     Q2      Q3                 Q2    Q3
    Average analyst estimates                                                  CY2019           CY2020           CY2021                                     Q1
    Revenue                                                                         53.6             172.6            231.3                                 2.0
    Adjusted EBITDA                                                                  21.0             78.4             111.0           REVENUE                EBITDA
    EPS                                                                            $0.14            $0.37           $0.59               ($MM)                 ($MM)

    Implied Multiples                                                          CY2019           CY2020           CY2021                                       26.6
    Valens EV/ Adj EBITDA                                                          15.0x             4.0x              2.8x
    Extraction Peer Average / Adj EBITDA                                          49.3x               8.0x             4.7x

    Valens Price/ EPS                                                              21.3x           c 8.0x               5.1x
    Extraction Peer Average Price/ EPS                                            55.9x             14.4x             9.4x
                                                                                                                                                      8.5
    Analyst Target Price
    Average (5 Analysts)                                                                                             $8.85
                                                                                                                                          1.8
    Implied Return Potential                                                                                          197%         Q1     Q1          Q2          Q3
   Source: Company Filings, S&P Capital IQ, As of November 1st, 2019; Shares outstanding based on most recent quarterly
   financials and adjusted for share issuance transactions and other significant publicly disclosed transactions; presented as                   PRODUCTION
   Treasury Stock Method                                                                                                                           (MM of g)

TSXV:VGW, OTC:VGWCF                                                                                                                                                            Valens | 20
COMPETITIVE LANDSCAPE

    NO. OF ANNOUNCED TOLL
    PROCESSING AGREEMENTS                                   10                                3                           7          2
    WITH LICENSED PRODUCERS

    NO. OF ANNOUNCED TOLL
                                                            5                                 3                           2          1
    AGREEMENTS IN TOP 10*

    CURRENT ANNUAL
                                                      425,000KG                         30,000KG                      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

    ENTERPRISE VALUE (CAD$)
                                                          315M                             389M                         608M        137M
    Per Comp Table Pg. 23

     NET INCOME (CAD$)
                                                          5.8M                             -6.5M                        2.0M       -6.4M
     Latest Filed Quarter

    *Companies ranked per market cap, as of November 1st 2019, Sourced from company presentations and news releases
TSXV:VGW, OTC:VGWCF                                                                                                                          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.investment banks, private equity and      of end products.
         venture capital industry.

         High                                                          High cashflow
         margins.                                                      visibility.
         Operating in one of the highest margin sub-sectors of the     Substantial, reoccurring agreements with leading produc-
         cannabis industry with low variability in costs.              ers, 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 pro-     Valens formulation and testing expertise allows for the pro-
         prietary extraction processes that are optimized to produce   duction of a wide array of tinctures, capsules, concentrates,
         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 Excel-
         changing landscape.                                           lence in Plant Based Science.

TSXV:VGW, OTC:VGWCF                                                                                                                    Valens | 22
APPENDIX:                                             COMP TABLE

                                                                                                    EPS                                    EBITBA(1)                                  P/E                                  EV/EBITDA
                                             SHARE      EQUITY      ENTERPRISE       CY2019E      CY2020E      CY2021E        CY2019E      CY2020E      CY2021E       CY2019E       CY2020E       CY2021E      CY2019E      CY2020E      CY2021E
                                             PRICE      VALUE         VALUE

    Canadian Large Cap Companies               (C$)     (C$MM)        (C$MM)          (C$MM)       (C$MM)       (C$MM)        (C$MM)        (C$MM)       (C$MM)          (x)           (x)           (x)          (x)           (x)         (x)

    Canopy Growth Corporation                 $25.90     $9,382        $6,497         ($2.30)      ($0.93)       ($1.38)       ($367)       ($142)         $52          NMF           NMF           NMF          NMF           NMF        >100.0x

    Aurora Cannabis Inc.                      $4.69      $4,920        $5,128          ($0.21)      ($0.14)      $0.05          ($85)        $105         $307          NMF           NMF         >100.0x        NMF          48.7x        16.7x

    Tilray, Inc.                              $28.43     $3,074        $3,233          ($1.18)      ($0.81)     ($0.36)        ($66)         ($30)         $41          NMF           NMF           NMF          NMF           NMF         79.4x

    Cronos Group Inc.                         $10.82     $4,067        $1,456          ($0.11)      $0.02         $0.17        ($60)         ($22)         $73          NMF          >100.0x        63.6x        NMF           NMF         19.9x

    Aphria Inc.                               $6.81       $1,731       $1,787          $0.38        $0.22        $0.43          ($8)         $165          $213         18.0x         30.4x         15.9x        NMF           10.8x        8.4x

    HEXO Corp.                                $2.87       $748          $670           ($0.41)      ($0.18)      ($0.12)        ($72)        ($14)         $26          NMF           NMF           NMF          NMF           NMF         25.6x

   OrganiGram Holdings Inc.                   $4.46       $729          $669           $0.04        $0.28        $0.40          $40           $84          $118        >100.0x        15.8x          11.1x       16.9x         8.0x         5.7x

   Mean                                                                                                                                                                 18.0x         23.1x         30.2x        16.9x        22.5x        25.9x

   Canadian Mid Cap Companies

   The Green Organic Dutchman Hold-
                                               $1.13      $313          $244           ($0.18)     ($0.07)       $0.03         ($43)          $13          $99          NMF           NMF           37.7x        NMF           18.6x        2.5x
   ings Ltd.
    The Supreme Cannabis Company, Inc.        $0.70       $260          $295          ($0.07)        $0.11        N/A            $12          $54          N/A          NMF            6.2x         NMF          24.9x         5.5x         N/A

    The Flowr Corporation                     $2.27       $246          $237          ($0.03)      ($0.09)       $0.03          ($17)         $7           $41          NMF           NMF           90.8x        NMF          35.0x         5.8x

   Zenabis Global Inc.                        $0.22       $46           $105            N/A          N/A          N/A           ($32)         $33          $85          NMF           NMF           NMF          NMF           3.2x         1.2x

    Emerald Health Therapeutics, Inc.         $0.86       $131          $131            N/A        ($0.24)      ($0.05)         ($10)         $2           $14          NMF           NMF           NMF          NMF          73.0x         9.2x

    Mean                                                                                                                                                                N/A            6.2x         64.2x        24.9x        27.1x         4.7x

    Canadian Small Cap Companies

    WeedMD Inc.                                $1.14      $132          $154           $0.10        $0.23         N/A           ($2)          $38          $47          11.4x          5.0x         NMF          NMF           4.1x         3.3x

    VIVO Cannabis Inc.                        $0.28       $82           $57           ($0.09)      ($0.04)       $0.02          ($10)         $7           $22          NMF           NMF           13.8x        NMF           8.3x         2.6x

   Harvest One Cannabis Inc.                  $0.32       $67           $53           ($0.06)       $0.04         N/A           ($11)         $11          N/A          NMF            8.4x         NMF          NMF           4.8x         N/A

   48North Cannabis Corp.                     $0.60       $104          $53             N/A          N/A          N/A           ($7)          $3           $18          NMF           NMF           NMF          NMF           17.7x        3.0x

   Delta 9 Cannabis Inc.                      $0.59       $52           $62            $0.07        $0.09        $0.09          ($0)          $15          $22           9.1x          6.9x         6.6x         NMF           4.2x         2.8x
   James E. Wagner Cultivation Corpo-
                                              $0.44       $39           $45           ($0.03)        N/A          N/A           ($7)          N/A          N/A          NMF           NMF           NMF          NMF           N/A          N/A
   ration
    Westleaf Inc.                             $0.31       $44           $48            ($0.17)     ($0.05)       ($0.01)        ($11)         $9           $25          NMF           NMF           NMF          NMF           5.1x         1.9x

    Mean                                                                                                                                                                10.2x          6.8x         10.2x         N/A          7.4x         2.7x

    Canadian Extraction Companies

    MediPharm Labs Corp.                      $4.61       $705          $608           $0.08        $0.24        $0.37          $34           $74          $121         55.9x         19.4x         12.5x        17.7x         8.2x         5.0x

    Neptune Wellness Solutions Inc.           $4.47       $451          $389           $0.04        $0.47        $0.70           $5           $50          $89         >100.0x         9.5x         6.4x         80.9x         7.9x         4.4x

    Valens Groworks Corp.(2)                  $2.98       $384          $315           $0.14        $0.37        $0.59          $21.0        $78.4        $111.0        21.3x          8.0x          5.1x        15.0x         4.0x         2.8x

    Radient Technologies Inc.                 $0.55       $158          $137            N/A          N/A          N/A           N/A           N/A          N/A          NMF           NMF           NMF           N/A          N/A          N/A

    Direct Competitor Mean                                                                                                                                              38.6x         12.3x         8.0x         37.8x         6.7x         4.1x

    Mean - All                                                                                                                                                          23.1x         12.2x         26.3x        31.1x        15.7x         11.1x

   Source: Company Filings, S&P Capital IQ, AltaCorp Capital
   As of November 1st, 2019; 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:VGW, OTC:VGWCF                                                                                                                                                                                                                     Valens | 23
APPENDIX:
   KEY MANAGEMENT (PART 1)

   Tyler Robson, B.A. & Sc.                                                Jeffrey Fallows LLB/MBA, CFA
   Director, Chief Executive Officer and Co-founder                        President
   Mr. Robson has over a decade of cannabis R&D, plant innovation          Mr. Fallows is an accomplished finance professional with over 17
   and life sciences experience. Based on Mr. Robson’s impressive          years experience working on a wide range of financial advisory
   network as well as commitment and contributions to Valens               mandates in the cannabis, consumer products and industrial prod-
   Agritech as COO, he was appointed as CEO of Valens Groworks in          ucts industries. He previously worked as a Managing Director at
   May 2017.                                                               AltaCorp Capital Inc.

   Chris Buysen, MPAcc, CPA, CA                                            Everett Knight, CFA
   Chief Financial officer                                                 Executive Vice President, Strategy & Investments
   Mr. Buysen has over 15 years of diverse financial experience            Mr. Knight holds almost a decade of experience in Portfolio
   working as a senior financial executive with many public and private    Management and Investments. At Matco Financial, he launched
   organizations in a wide range of industries. During this time, he was   the first ever institutional long only cannabis fund in Canada and
   responsible for internal and external financial reporting, strategic    managed a small cap fund, ranked #1 in its category. He is
   planning, treasury, tax, information technology, human resources,       known for his thought leadership and his expertise in analyzing,
   financial controls and corporate governance.                            lobbying, investing, advising, & consulting throughout the cannabis
                                                                           value chain.

   Chantel Popoff                                                          Paul Kunynetz
   Chief Operating Officer                                                 General Council
   Ms. Popoff has over a decade of experience in managing 21+              Prior to joining Valens, Paul practiced law at McCarthy Tétrault in
   Western Canadian retail pharmacy chains, including Shoppers             Toronto where he gained extensive experience working on high-
   Drug Mart. After her time in pharma, she spent over 6 years in se-      profile and complex transactions. His practice focused on mergers
   nior managerial roles in the Canadian natural health food industry.     and acquisitions, franchisee/distribution, commercial transactions
                                                                           and private equity with an emphasis on the automotive and canna-
                                                                           bis industries.

TSXV:VGW, OTC:VGWCF                                                                                                                     Valens | 24
APPENDIX:
   KEY MANAGEMENT (PART 2)

   Dan Howard                                                              Anderson Smith
   Vice President of Business Development                                  Head of Regulatory Affairs
   Mr. Howard brings over ten years of partnership and business            Anderson has been involved in the scientific analytical testing
   development experience across a number of industries. Dan has           space specializing in the analysis of natural health products for
   worked with some of the largest global companies including Cana-        over 15 years. He brings this expertise coupled with his extensive
   dian Tire, Target, TELUS & Lowe’s. Prior to coming to Valens, Dan       knowledge of regulatory regime to Valens.
   worked at Tilray as VP, Global Expansion where he worked closely
   with regulators and strategic partners to build out the global can-
   nabis business.

   Dr. Houssain El Aribi, PhD                                              Quinn Shiskin
   Lab Manager (Valens Labs)                                               Head of Production
   Dr. Houssain received his PhD in Analytical Chemistry and Mass          Mr. Shiskin brings his knowledge of extraction from 12 years of ex-
   Spectrometry from York University. He is a multi-published peer-re-     perience as a dual ticketed Red Seal tradesman. Throughout this
   view scientist with over 14 years of laboratory experience with         time he studied the cannabis industry with top alchemists in the US
   world-class instrumentation companies such as SCIEX specializing        creating a deep understanding of the plant from seed to oil, spe-
   in small molecule analysis (earning the prestigious SCIEX award for     cializing in all methods of extraction.
   his work in Tandem Mass Spectrometry).

   Dawn Visintainer, M.Sc.                                                 Erika Zakrevsky
   Head of Quality Assurance                                               Vice President of Human Resources
   Mrs. Visintainer has extensive experience in QA/QC laboratories as      Ms. Zakrevsky has over a decade of commercial and HR experience
   well as being a research scientist in the natural health products in-   spanning across the financial services and consumer products in-
   dustry. She also has experience setting up and managing ISO 17025       dustries. She couples this expertise with an international lens hav-
   accredited labs in both the natural health space and the cannabis       ing worked in Canada, Netherlands and the UK.
   space.

TSXV:VGW, OTC:VGWCF                                                                                                                      Valens | 25
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 Mate-
   reverse takeover transactions, initial public offerings and take over   ria he was the VP of Business Development & Regulatory Affairs at
   bids.                                                                   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 manage-
   private organizations in a wide range industries.                       ment, re-structures and bold brand and communication initiatives
                                                                           including the launch of Vector cereal (the largest new cereal prod-
                                                                           uct 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 innova-             Mr. Channer has over 25 years of marketing industry experience.
   tion 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:VGW, OTC:VGWCF                                                                                                                       Valens | 26
APPENDIX:
   ANALYST OUTLOOK

     BROKER                  DATE            RATING       TARGET (C$)   COMMENTARY

                                                                        “Within the cannabis sector and amongst all companies we
                                                                        have seen, we forecast that Valens will generate one of the
                                                                        most attractive EBITDA margin profiles. Based on our fore-
     AltaCorp Capital Inc.   Oct 17, 2019    Outperform      $10.25     casted financial performance, Valens offers a very attractive
                                                                        opportunity to invest in what we believe is an undervalued
                                                                        and uniquely positioned business.”

                                                                        “The company has executed a number of processing and
                                                                        product development agreements with some of the larg-
     Haywood Securities
                             Oct 17, 2019       Buy          $7.75      er LPs in the Canadian landscape that we believe will drive
     Inc.                                                               meaningful revenue and EBITDA growth over the course of
                                                                        2019 and into 2020.”

                                                                        “[Valens’] strong cash position will allow the company to
     Mackie Research                                                    increase extraction capacity at its Kelowna facility, strategi-
                             Oct 18, 2019       Buy          $8.00      cally increase its domestic geographic presence and address
     Capital Corp.
                                                                        potential working capital requirements.”

                                                                        “Valens presents investors with an opportunity to gain expo-
                                                                        sure to a rapidly growing industry very early in its develop-
     GMP Securities          Sept 16, 2019      Buy          $10.00     ment cycle [with] strong growth expected, attractive valua-
                                                                        tion, and readiness for edibles market.”

                                                                        “Valens is trading at a steep discount to Canadian LPs; valu-
                                                                        ation gap should narrow as company continues to deliver on
     Eight Capital           Oct 16, 2019       Buy          $8.25      its extraction agreements. Extraction will be in high demand
                                                                        as additional cultivation comes online, with Valens poised to
                                                                        be a leading player.”

TSXV:VGW, OTC:VGWCF                                                                                                               Valens | 27
LOCATION
                   230 CARION RD.
      KELOWNA, BRITISH COLUMBIA

                  CONTACT US
                 VGW@KCSA.COM

        212.896.1233 / 212.896.1203

WWW.VALENSGROWORKS.COM
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