A VERTICALLY INTEGRATED MULTI- STATE CANNABIS CONSOLIDATION - - PowerPoint PPT Presentation

MANAGEMENT PRESENTATION | NOVEMBER 2017

A VERTICALLY INTEGRATED MULTI- STATE CANNABIS CONSOLIDATION INVESTMENT

FORWARD LOOKING STATEMENTS

Certain statements contained in this presentation constitute forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and United States securities laws. Such forward-looking statements relate to future events or the future performance of MPX Bioceutical Corporation (“MPX”). All statements other than statements of historical fact contained in this presentation may be forward-looking statements. The forward-looking statements contained in this document are based on certain key expectations and assumptions made by management of MPX. Although management of MPX believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because MPX can give no assurance that they will prove to be correct. Certain statements in this presentation including, but not limited to, (i) statements that may contain words such as “expected”, “will”, “future”, “developing”, “grow”, and similar expressions, including the negatives thereof or other comparable terminology; (ii) statements that are based on current expectations and estimates about the markets in which MPX operates; and (iii) statements of belief, intentions, and expectations about developments, results, and events that will or may occur in the future, constitute forward-looking statements which are based on certain assumptions and analysis made by management of MPX. Some of the assumptions which management of MPX has made and which underlie the forward-looking statements include MPX’s future operational and production capacity, the impact of enhanced infrastructure and production capabilities, the impact of governmental laws and regulations and future growth. Forward-looking statements include, but are not limited to, statements with respect to development trends within the medical and adult use marijuana sectors, governmental laws and regulations, business strategy; expansion and growth of MPX’s business and operations; and other such matters. Such forward- looking statements are subject to material risk factors and uncertainties, many of which are beyond the control of MPX, including, but not limited to, the MPX’s future operational and production capacity, the impact of enhanced infrastructure and production capabilities, the impact of governmental laws and regulations and future growth. The realization of risks is difficult to predict and may affect MPX operations causing actual results to differ materially from forward-looking statements. Such material risk factors include, but are not limited to: the impact of general economic conditions; industry conditions; arising claims; partner events; operational opportunities; changing technology; government and regulatory developments; competition; and the ability of MPX to attract and retain qualified personnel. MPX’s actual results, performance, or achievements could vary from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do transpire or occur, what benefits MPX will derive therefrom. All forward-looking statements contained in this presentation represent the views of MPX only as of the date of this presentation and should not be relied upon as representing the views of MPX’s management as of any date subsequent to the date of this presentation. Subject to applicable law, MPX disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. All forward-looking statements contained in this document are expressly qualified by this cautionary statement. 2

THE MPX DIFFERENCE

• Cannabis one of the fastest

growing sectors the U.S. economy

• Building on a highly profitable

platform for growth in Arizona

• Expanding into adult use markets

(Nevada & Massachusetts)

• Attractively priced expansion
• pportunities
• Expanding in states with strong

barriers to entry

• Strong and experienced

management team

• Strong drivers of organic

growth

• Significant market growth
• Capacity expansion
• Innovation
• Brand leverage
• Skill and knowledge transfer to

new operations, accelerating market capture and margin expansion

• Well-capitalized
• US$38.2 million in equity raised

since Jan 2017

• US$25 million credit facility to

fuel expansion

• Cash flows from AZ operations

more than cover operating costs

Capitalizing on the U.S. arbitrage cannabis

• pportunity

Leveraging balance sheet and access to capital to pursue aggressive consolidation strategy in large but fragmented market Pursuing Canadian license

Strong execution in an investment opportunity to build a dominant cannabis company

3

“We are at an inflection point in this

• country. Not since the end of alcohol

prohibition has an opportunity existed like the cannabis industry. With an estimated $50bn in annual black market sales, this is truly a once in a lifetime

• moment. Every facet of the industry
• ffers huge growth and profits.“

DANIEL KARTEN, THE ARTCAN GROUP “There is no better place or time right now for bold moves and big bets…in the cannabis industry…these businesses are quite literally making history.” MARIJUANA BUSINESS DAILY “It wasn’t until we got into the election of 2012 that we saw a whole new wave of investors and entrepreneurs entering the industry…That was really a signal for people that it was a lot safer…There is too much money and too few deals.” STEVE DEANGELO, ARC VIEW GROUP

THE TIME IS NOW RIGHT

“The U.S. economy doesn’t spawn an entirely new industry very often, and legal pot may well be the best ground-floor

• pportunity we’ve seen

since the early days of the Internet!” “The legal cannabis industry in the U.S. may grow to $50 billion in the next decade, expanding to more than eight times its current size.” “Marijuana is the latest craze to sweep through the tech world, as entrepreneurs and investors look to cannabis to be the next big thing.” “Marijuana investors repeat the tale of Joe Kennedy…who made a fortune from the re- legalization of alcohol….They are positioning to have market share and established market presence when marijuana prohibition lifts.” 4

THE U.S. CANNABIS MARKET

people in states with legalized medical cannabis

>200 million

registered card holders 1

>2.3 million

people in states with recreational use

63 million

RAPID GROWTH OF LEGAL CANNABIS SALES

5 10 15 20 25

2014 2015 2016 Projected 2020 Projected

$4.6 billion $5.7 billion $7.1 billion $22 billion

$US Billion) Source: executive summary: the state of legal marijuana markets, 4th edition (archives market research and new frontier), 2016

• Cannabis remains a Schedule I controlled

substance at U.S. Federal level

• Cannabis legislation implemented state-by-

state

• Legalization momentum accelerating:
• medically in 30 states
• recreationally in 8 states

Recreational marijuana laws Medical marijuana laws

32.7% CAGR

5

WHAT YOU NEED TO KNOW ABOUT MEDICAL CANNABIS

• Growing body of anecdotal and

scientific evidence of cannabis benefits in symptom management

• Neuropathic pain associated with

HIV/AIDS and other conditions1

• Nausea and vomiting associated

with chemotherapy2

• Inflammation
• Chronic pain3
• Epilepsy
• Sleep disorders
• Multiple sclerosis

Medical study showed a 64% reduction in

• pioid use among

patients with chronic pain who used cannabis 64% of Americans’ support legalization

• f medical

marijuana - a record high

Source: Boehnke et al J Pain. 2016 Mar 18. pii: S1526-5900(16)00567-8) Source: Gallup survery October 2017

0.46% 31%

0% 5% 10% 15% 20% 25% 30% 35% % of population % sufferers Medical cannabis patients % Population with chronic pain %

Source: Institute of Medicine Report from the Committee on Advancing Pain Research, Care, and Education; 2016 Marijuana Business Daily. 1 Ellis RJ, et al 2009; Haney M, et al 2005. 2 Tramer MR et al 2001. 3 Ware MA, et al 182(14): E694-701; Lynch ME, et al 2003; Martin Sanchez E, et al 2009.

Significant, underpenetrated market

6

FRAGMENTED U.S. MARKET – IDEAL FOR CONSOLIDATION STRATEGY

• Attractive valuations
• Drive synergies & improve margins
• Boost cultivation & production capacity
• Leverage existing brands across states

Estimated Number of Cannabis Businesses in The U.S.: 20161

Medical Dispensaries / Recreational Stores 3,400 – 4,700 Infused Product Manufacturers 900 – 1,300 Wholesale Cultivators 2,500 – 4,500 Testing Labs 90 – 120 Ancillary Services, Technology & Products Companies 14,000 – 22,000

Large number of fast growing but undercapitalized operations with limited access to capital = ideal consolidation scenario

Opportunity to drive shareholder value creation

7

GreenMart of Nevada NLV, LLC Las Vegas, Nevada Health for Life Group Mesa, Arizona (100% owned)

MPX OPERATIONS AND 2017/2018 TARGETS

Q4 2017 Targets #2 a, b & c Maryland IMT, LLC Boston, Massachusetts (51% owned) Q4 Target #1 Arizona

• Signed Purchase Agreement to

acquire 99% interest, closing subject to regulatory approval

• Operational production,

cultivation, and professional kitchen

• Facility located in Las Vegas

with 42 million visitors per year

• Two operational dispensaries in

Mesa, Arizona,

• Third dispensary under

development

• Sizeable and growing cultivation

and production capacity

• Best-in-class
• perational

and commercial practices

• Vertically integrated

production, cultivation and retail opportunity

• Has operational history
• Cultivation, production and

retail dispensary licenses

• Assets under development
• Tightly regulated market,

where IMT has first-mover advantage

• Three dispensary license
• pportunities
• One production license
• One supply contract (flower &

trim)

• All located within Baltimore-

Bethesda area

2018 Target Jurisdictions for License Applications: Michigan, New Jersey, Ohio

8

CANADIAN DEVELOPMENT PROGRESSING

The market opportunity:

• Canada expected to introduce legalized sales

for adult use in July 2018

• Progressing through Health Canada application

process to obtain Licensed Producer status

• Focus on launching MPX concentrates brand in

Canada

Owen Sound Facility

$ 2.1 billion

medical cannabis market opportunity in Canada1

$ 10+ billion

adult consumer market opportunity in Canada1 3.4 million Canadian marijuana users Anticipated nationwide legalization Potential for new product forms & devices

Completed initial work to build out the Company’s Owen Sound facility Commencing full build-out for pre-licensing inspection Anticipate completion by July 2018

>70,000 square feet ~8,000 kg cannabis per year Option to expand to 475,000 square feet MPX operations:

9

MPX’s VERTICALLY INTEGRATED U.S. ASSETS

BRANDS & PRODUCTS CULTIVATION & PRODUCTION DISPENSARIES

10

VERTICALLY INTEGRATED CANNABIS OPERATIONS IN THE U.S. ARE SCARCE

SEED TO DISTRIBUTION RARE IN THE U.S. CANNABIS INDUSTRY

Cultivate & Grow Extract Refine Market Sell

• Scalable facilities
• Low cost production
• Chemical free/organic
• Proprietary strains &

growing techniques

• New ‘Roto-gro’ garden

technology

• Proprietary extraction

methods

• 5 extraction machines
• Quality flowers, oils and

concentrates

• High volume production

capacity

• Technical expertise
• Best in class processes
• Strong procedures
• Derivatives capabilities
• Proven consumer model
• Media programme
• New branded products
• Dispensaries
• Existing loyal customers
• Consumer packaging
• Optimised pricing
• Performance analytics
• Experienced staff

11

U.S. CULTIVATION AND PRODUCTION

Arizona Massachusetts1 Nevada2 Maryland3 Total Current cultivation capacity (grams per annum) 1,600,000 1,600,000 3,200,000 Current extraction capacity (gpa) 150,000 85,000 235,000 Funded Expansion Cultivation (gpa) 3,600,000 2,250,000 5,850,000 Extraction (gpa) 500,000 500,000 825,000 1,825,000 Total capacity once completed acq & asset dev Cultivation (gpa) 5,200,000 2,250,000 1,600,000 9,050,000 Extraction (gpa) 500,000 500,000 85,000 10,850,000

Upon completion of acquisitions and asset development, >9,000 kgpa flower and >2,000 kgpa high margin concentrate selling through 10 dispensaries and wholesale operations across 4 states

Upon completion of acquisitions and asset development

1 Subject to completion of asset development 2 Subject to the completion of acquisition 3 Subject to the completion of acquisition and asset development

12

Source: MPX

WELL-LOCATED ARIZONA DISPENSARIES

2 full-service dispensaries in the Phoenix metro area (Arizona)

• First sales Q1 2014
• Reached profitability in Q2 2015

Developing third dispensary following acquisition of additional license, operational in November 2017 One of the largest cannabis operations in the U.S. Southwest Large and growing addressable market

• Phoenix metro area
• 4.6 million people
• 8.8% population increase since 2010
• Served by only 35 dispensaries

Health for Life Dispensary (Mesa North) Health for Life Dispensary (Mesa East) PHOENIX 3rd Health for Life Dispensary (under development)

PROFITABLE DISPENSARIES FUELING CASH FLOW

13

• Have entered into a binding term sheet with Israeli-based Panaxia to create joint venture for

smokeless, pharma-grade products. Final documentation is being drafted and completed.

• A well-diversified portfolio of high-quality cannabis products covering a wide range of medical

needs

• Large seed bank with high-demand strains
• High-margin concentrates and other derivatives: oils, shatter, wax and live resin
• 3rd party infused and ancillary products

HIGH-MARGIN PRODUCTS – ENGINE FOR PROFIT GROWTH

14

STRONG BRANDS – CORE TO SHAREHOLDER VALUE CREATION

• Successful and well-recognized dispensary

brand

• Exceptional customer service propagates brand

awareness

• Employing advanced retail technologies and

concepts

• Driving further awareness through radio, print

and social media campaigns

• Award-winning products - strong brand recognition
• Premium quality concentrates drives brand recognition
• Products carried by over 40% of Arizona dispensaries
• Considerable investments in science & technology
• Expanding into new states

Leveraging brand strength in each new state

15

MARKETS

ARIZONA - RAPIDLY GROWING MARKET, LARGE UPSIDE POTENTIAL

$0 $100 $200 $300 $400 $500 $600 $700 2014 2015 2016 2017 2018 2019 2020

Market size (m)3

Medical use Recreational use

148,000+ registered patients, and growing (22.8% year to date)1 Patients are allowed up to 2.5 ounces per 2 week period Medical market anticipated to grow to US$681 million by 2020 if adult use is not legalized2 Conservatively estimated to grow to $1.2 billion if adult use is legalized3

monthly-report.pdf

Attractive competitive landscape with strong barriers to entry

Total number of dispensaries capped at 10% of the number of pharmacies in the state with no announced plans to expand Colorado (smaller population) has 5161 Relatively high and stable pricing for cannabis products

Market size projection in AZ if adult use is legalized

17

MASSACHUSETTS – THE ADULT USE MARKET OF THE NORTH EAST

Voted to legalize adult use in November 2016 Tightly regulated market with limited number of competitors Market expected to grow to $1.2 billion1, driven in part by ‘tourism’ from neighboring states with over 26 million people MPX holds 51% of Massachusetts-based IMT, LLC and Fall River Developments, LLC, and is developing:

• Cultivation and production facility with
• 2.25 million gram per annum (gpa) cultivation capacity
• 500,000 gpa high margin concentrates production
• Up to three dispensaries

18

NEVADA – RAPIDLY GROWING ADULT USE MARKET

Recently signed purchase agreement to acquire 99% ownership in wholesale cultivation and production company in North Las Vegas for total consideration of US $17.8 million comprised of units of MPX and a secured promissory note, closing subject to regulatory approval Recreational use market under Early Start program commenced in July 2017 for Sales forecast to hit US$630 million by 20201 Las Vegas welcomes over 42M visitors annually Launched LK Infusions, a wholesale edibles brand Leveraging MPX’s award-winning, high-margin concentrates brand ‘Melting Point Extracts’ (MPX) MPX will be applying for at least one dispensary license in next round (towards end of 2018)

19

THE CANADIAN OPPORTUNITY: MEDICAL

$ 2.1 billion

medical cannabis market opportunity

• 715,000 registered patients under national

medical system by 20202

• Cannabis shipments per patient 1.0 g/d

(Health Canada numbers show slightly over 1.0g/d)3

• Price: $8/g
• Estimated medical market in 2020: $2.1 billion

2 Mackie Research, April 8, 2016 3 Health Canada (http://bit.ly/29aSizY)

Market growth significantly outpaces projections Number of registered medical patients (June 2017) stands at 201,3981, already 13% ahead of Health Canada projections for Dec 31, 2017

160,000 165,000 170,000 175,000 180,000 185,000 190,000 195,000 200,000 205,000 Apr '17 May '17 Jun '17

Canada - # registered medical patients1

HC Projection for Dec 31, 2017

20

$ 10 billion+

adult use market opportunity1

• 3.4 million Canadian marijuana users2
• Nationwide adult use legalization
• Potential for new product forms & devices
• Sales of home-cultivation kits
• Deloitte estimates3 that cannabis plus the

ancillary market could reach >$22 billion

• 1 CIBC World Markets
• 2 Canadian Community Health Survey–Mental Health 2012
• 3 http://on.thestar.com/2eJBfaH

CANADA – CONSUMER OPPORTUNITY WITH STRONG BARRIERS TO ENTRY

Sales to adult consumer use market in Canada anticipated to start in July 2018 First G8/G20 country to legalize Considerable barriers to entry

• Number of participants limited through

Health Canada licensing process

• Capital intensive market entry

21

FINANCIALS – OPERATING ASSETS ACQUIRED JAN 2017

(CDN$) Q4 Fiscal 2017 (March 31, 2017) Q1 Fiscal 2018 (June 30, 2017) Change Health for Life (“H4L”) dispensary cannabis sales (grams) 266,587 267,927 +0.5% Average price per gram (H4L cannabis sales) $14.50 $14.76 +1.8% Total Revenues $4.4m $5.1m +14.1% Gross Profit $1.0m $2.7m +166% Gross Profit Margin 22.7% 52.9% +133%

Expenses $5.8m $3.2m

• 44%

Adjusted EBITDA ($0.3m) $0.1m +$0.4M

Arizona cannabis prices strong, holding and well ahead of Canadian prices Strong underlying profitability

22

SCALE

Largest Public Cannabis Companies by Last Quarter Revenues

23 2 4 6 8 10 12 14 16 18

CAD$M

GROWTH STRATEGY

Organic Growth Strategy

• Doubling current grow & cultivation facilities to 3.2

million grams per annum in Arizona alone

• Add additional dispensaries
• Leverage proprietary, award-winning high-margin

derivative wholesale brand (MPX)

• Partnership with MJardin to increase cultivation

yield Innovation

• Exclusive access to innovative cultivation technologies to

substantially increase yield per square foot and lower costs

• Leverage partnership with Mjardin to increase facility yields

ORGANIC GROWTH STRATEGY

Differentiation

• Entered into Binding LOI with Panaxia to create joint venture

with Panaxia1

• High-demand, pharma-grade products
• Smokeless delivery (patches, suppositories, topicals, etc)
• Wide ranging exclusivity

25

MPX has exclusive rights to utilize the technology in Arizona and Nevada for up to two years Currently trialing the technology in Arizona prior to deployment across the organization

INNOVATION – EXCLUSIVE RIGHTS TO NEW CULTIVATION TECHNOLOGY

• Four times the yield of flower production per

square foot

• Significantly less energy input and nutrient usage
• Stackable units with much lower space

requirement than conventional growing systems

• Each unit capable of producing up to 8 pounds of

flower in each 8 – 10 week grow cycle

• Estimated cost of less than US$1.00 per gram
• Stacked two high, the annual flower yield on a 60

square foot footprint would be >32,000 grams of cannabis

26

ACQUISITION STRATEGY

• Focus
• n

the rapidly growing and fragmented US cannabis market

• Identify

under-capitalized companies in attractive cannabis states

• Enter

states with restrictive competitive environment

• Companies that are at or near cash flow

positive

• Greenfield

licenses with high growth potential

Earnings accretive acquisitions Licensed

• perators with

strong operational track record No turnarounds Greenfield development in high-potential, early-stage markets with strong barriers to entry

• Structure acquisitions with low upfront cash
• utlays
• Management team to transfer knowledge and
• perational experience to acquired companies

to develop best-in-class production, branding and sales/marketing

• In
• rder

to complete acquisitions, and continue to build out existing operations, will need to raise further capital

27

WELL-CAPITALIZED TO FUEL EXPANSION

Date Offering Details Use of Proceeds

March 30, 2017 and May 5, 2017

• Private placement for gross

proceeds of US$11,173,700 (CAD$14,925,766) by issuing 29,851,533 common shares of the Company at a price of CAD$0.50 per common share.

• Proceeds of the offering to fund

the acquisition and development

• f further marijuana enterprises or

service companies to marijuana enterprises with targets located in Arizona, Maryland, Massachusetts, Nevada and Pennsylvania as well as general working capital purposes. May 3, 2017

• US$25 million revolving credit

facility with Hi-Med, LLC of Florida at a 7.0% interest and maturity in 36 months.

• Hi-Med has the ability to convert

the outstanding amount into common shares of the company (@$0.50, $1.00 & $1.50)1.

• Funds drawn down against the

line of credit will be earmarked specifically for making further acquisitions, as well as, where needed, the development of assets obtained in any transaction.

• To date $10M drawn down

January 23, 2017

• Private placement for gross

proceeds of US$27 million (CA$36.3 million), consisting of 181,683,101 common shares at a price of CA$0.20 per Common Share.

• MPX had 223,632,654 common

shares outstanding.

• Proceeds of this private

placement were used to satisfy the US$15 million cash portion of the purchase price for the Arizona Business.

• Remaining US$12 million

(~CA$15.8M) of the gross proceeds to build out a new cultivation facility in Mesa, Arizona to support further acquisitions, and for general working capital.

@$1.00 for >$10M, up to $20M; @$1.50 for > $20M

28

2017 ACQUISITION PIPELINE SUMMARY

Company Cash Debt Deferred Cash Shares Options/Warrants Total MPX Ownership Close

COMPLETED March, 2017

(US$, M) (US$, M) (US$, M) GreenMart of Nevada NLV, LLC1

• $8.5 M in units

@ $0.75/unit $9.32 @ 0%; June 30, 2018 0.25 warrant per unit @$0.75/share

$17.82 99% June 15, 2017

Target #1 - Arizona Non-binding LOI signed

$15.0

• $6.0 @ 8%;

36 months 3,000,000; 36 months

$21.0 100% December, 2017 Non-binding LOI signed

Targets #2 A, B & C - Maryland Non-binding LOI signed

$9.0

• US$1.4 million in

shares at closing

• $10.4

100%

(US$, M)

COMPLETED

Well-positioned to pursue expansion into other U.S. states in 2018 targeting: Ohio, New Jersey, Michigan, Pennsylvania

100%

$1.0 M in shares @ $0.75/share

$4.0

Health for Life, AZ Completed

$15

• $10
• $25

100% COMPLETED January 15, 2017

29

PerkAZ Completed

$3.0

IMT, LLC (CannaTech), MA Completed

$5.1 $1.6

• $7.1

51% PA Signed October, 2017 December, 2017 Non-binding LOI signed

Highlights

• Acquisition of a profitable and cash

flow positive management services company in Phoenix, Arizona

• Long-term agreement to provide all

managerial and operational services to a not-for-profit dispensary location

• Dispensary located in up-market area

with high population density

~3x

2017 Revenue

• Opportunities for organic growth:
• Transferring H4L’s retail best-

practices

• Carry high-margin MPX products
• Implement cultivation optimization

practices

• Implementation of H4L best practices

expected to contribute to margin expansion

ACQUISITION #1 - ARIZONA

4th dispensary location Phoenix

Cash flow positive Strong growth potential

30

Dispensary licenses located in high-income areas, which are proven, in other states, to be strong markets for high-margin product

ACQUISITIONS #2 A, B & C - MARYLAND

Highlights Cannabis in Maryland

• Acquisition
• f

management entities servicing three dispensary licenses

• One production license:
• Only 15 production licenses granted

in entire state

• One flower and trim supply contract
• First-mover advantage with a limited

number of licenses allowed

• All

within the populous Baltimore- Bethesda market

• For-profit jurisdiction
• Total of only 109 dispensaries are

allowed in the entire state

• Only

two dispensaries per Senate district

• Population of over 6 million people
• Maryland is expected to hit US$125-

175 million in revenue by 2020 (ArcView)

~1.0x

Expected 2018 combined revenue

172

Doctors have registered to participate in Maryland Medical Marijuana program

Baltimore

31

THE U.S. CANNABIS INDUSTRY - LEGAL & COMPLIANCE

• Cannabis remains a Schedule I restricted substance at the federal level
• While cannabis remains illegal under U.S. federal law:
• The U.S. Department of Justice has issued a series of releases providing guidance to the effect that enforcement against

individuals and businesses engage in activities in strict compliance with state medical marijuana laws will be a low priority; and

• The U.S. budget approved through December, 2017 includes a provision which has recently been interpreted by a U.S. Court of

Appeals as precluding the Department of Justice from expending any of its budgeted funds on the enforcement of cannabis laws against individuals and businesses that are in strict compliance with such State medical marijuana laws

• CSA requires the following
• All issuers with U.S. cannabis exposure:
• Must explain that cannabis remains illegal under U.S. federal law and that the approach to enforcement of U.S. federal

laws is subject to change. The resultant risks, including the risk of adverse enforcement action, must be discussed;

• Must state whether and how their activities are conducted in a manner consistent with any U.S. federal enforcement

priorities;

• Must discuss their ability to access both public and private capital, and indicate whether financing options are available or

are not available in order to support continuing operations, given the illegality of cannabis under U.S. federal law.

• Issuers with direct involvement in U.S. cannabis cultivation or distribution:
• Must outline the regulations in the U.S. states in which they operate, and confirm how they are complying with applicable

licensing requirements and the regulatory framework enacted by the applicable state;

• Must discuss their program for monitoring compliance with U.S. state law on an ongoing basis and outline internal

compliance procedures. They also must disclose any material non-compliance as well as material citations or notices of violation.

32

ADRESSING THE ELEPHANT IN THE ROOM

What about Trump & Sessions?

US$7.1

1

billion industry (2016)

150,000 jobs created, 300,000 anticipated by 20202 $2.3 billion in state tax revenue anticipated from retail sales by 20202 Rohrabacher-Farr amendment, law since 2014, explicitly prohibits

the Justice Department from spending funds to interfere with the implementation

• f state medical marijuana laws. In the most recent round of U.S. budget hearings,

Congress refused to extend the Rohrabacher-Farr amendment. On September 8, 2017, as part of an emergency aid package approved by Congress, the amendment was renewed until December 8, 2017.

13 bills before congress aiming to protect the industry. McClintock-Polis

Amendment looks to bar U.S. DoJ from prosecuting any state-licensed cannabis enterprise. Sessions supports 10th Amendment, protecting States’ rights.

“…In terms of marijuana and legalisation, I think it should be a state issue, state-by-state” (Donald Trump during election campaign3) “If Jeff Sessions attempts that, I hope he’ll have to contend with many of us–certainly myself–but I think enough Republicans and Democrats will say, ‘Look, you need to stick to federal responsibilities4. This is a states’ role.'” (Rep. congressman Jared Polis)

33

(C$ millions)

TEV/Revenue TEV/EBITDA Revenue Growth 19E EBITDA Company

• Mkt. Cap

TEV CY2017E CY2018E CY2019E CY2017E CY2018E CY2019E '17E - '18E '18E - '19E Margin Licensed Producers (LPs) Canopy $3,065 $2,898 nmf 12.5x 6.6x neg nmf 40.7x 191% 89% 16% Aurora $1,266 $1,086 29.2x 8.6x 5.8x nmf 20.6x 17.6x 240% 49% 33% Aphria $1,171 $1,034 nmf 9.1x 4.1x nmf 25.1x 11.4x 236% 119% 36% MedReleaf $1,249 $1,130 23.4x 9.3x 5.5x nmf 27.5x 15.3x 153% 67% 36% Cronos $626 $604 nmf 15.7x 4.1x neg 47.1x 12.6x nmf 286% 32% CannTrust $557 $510 26.4x 12.8x 7.3x nmf 19.0x 10.8x 107% 74% 68% Supreme $327 $259 na 3.9x 1.8x neg 14.3x 4.8x na 113% 38% OrganiGram $340 $280 17.3x 4.9x na neg 16.1x na 254% na na CanniMed $328 $284 13.8x 6.4x 3.5x nmf 23.5x 8.2x 116% 80% 43% Emblem $172 $137 nmf 7.4x 2.7x neg neg 7.6x 481% 179% 35% Hydropothecary $275 $225 18.0x 6.8x 3.1x nmf 22.9x 11.0x 165% 118% 28% ABcann $199 $160 nmf 7.9x 2.3x neg 41.1x 6.8x nmf 244% 34% MariCann $110 $84 14.0x 2.2x na neg neg na nmf na na Invictus MD $97 $69 20.3x 3.1x 1.1x neg 12.9x 4.2x nmf 196% 25% Adjusted Average 19.8x 7.5x 3.9x na 21.1x 10.0x 183% 115% 34% Median 19.2x 7.7x 3.8x na 22.9x 10.9x 191% 115% 34%

PUBLIC COMPARABLE COMPANIES ANALYSIS

34

Licensed Producers & Other Cannabis-Related Companies

MPX Bioceutical (public estimates) $124 $128 6.1x 3.0x 2.0x

nmf

14.9x 6.5x 103% 52% 31% MPX Bioceutical discount to median

• 68%
• 61%
• 47%
• 35%
• 40%

RECENT DEVELOPMENTS AND THE NEAR FUTURE

1. Name & Symbol changed to MPX Bioceutical Corporation (CSE:MPX) 2. Refreshed Board of Directors 3. Expect to upgrade to OTC:QX to reach wider investor audience and improve liquidity 4. Expect to add Nevada dispensaries & expansion of flower cultivation & concentrates production capacity 5. New License target jurisdictions in 2018: Michigan, New Jersey, Ohio 6. Progress with Canadian License

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MPX poised to capitalise on the opportunity

• MPX has the opportunity to lead industry consolidation:
• Acquire an established, profitable market leading platform
• Create a national brand and multi-state presence
• Selectively pick the best market opportunities at attractive prices
• MPX will be ideally positioned when institutional and corporate capital

arrives

• Institutional money will look for scale and profitability
• Big agriculture – looking for yield enhancement crops
• Big tobacco – looking to counter declining cigarette sales
• Big alcohol – expansion into new consumer products
• Corporate capital has deep pockets and will pay ‘scarcity’ premiums for:
• The bigger more developed opportunities
• Proven management familiar with the regulatory environment

Agriculture Pharmaceutical s Tobacco Alcohol

CANNABIS

Cannabis in the cross hairs of large, complementary industries 36

BOARD AND MANAGEMENT

• Scott Boyes – President & CEO
• Recognised expert in the sector with deep
• perational and legislation experience and strong

track record in revenue and profit development

• Michael Arnkvarn – VP Marketing & Product Development
• 30 years in the nutraceutical industry and an expert on

plant-based medicines and extraction technology

• Mark Krytiuk – VP Growth Operations
• 12 years of commercial marijuana cultivation

experience in Canada

• Randall (Randy) Stafford – CFO
• 3 decades of senior financial experience with

companies such as Cushman & Wakefield, First Canadian Title, SmartCentres and Newcourt Credit

• CPA and MBA from the Rotman School of

Management Richard S. “Tick” Segerblom – Director

• State Senator and prominent lawyer, widely recognized

as the nation’s leading legislator in the medical and recreational marijuana fields

• Beth Stavola – COO & President of CGX Life Sciences
• Founder and CEO of Stavola Medical Marijuana

Holdings, Health for Life Inc, GreenMart of Nevada NLV LLC, and CBD For Life Robert R. Galvin – Director

• CFO and SVP of Finance & Administration for Holtec

International with experience in mergers & acquisitions, debt and equity financings and SEC compliance Andrew R. Ryan – Director

• General Counsel of Holtec International and member of

the Holtec Executive Committee where he is responsible for all legal matters affecting the company and its subsidiaries Miles D. Thompson, B.Sc, Ph.D. – Director

• Extensive experience in the design and implementation
• f clinical trials administered by Health Canada and

initiated the study of cannabinoids in epilepsy at the Department of Pharmacology and Toxicology at the University of Toronto 37

COMPANY DATA

October, 2017 Listings CSE OTCQB MPX MPXEF Securities: Issued & Outstanding Shares 260,421,473 Warrants, Comp Options and Shares Issuable to Consultants1 34,889,527 Management & Employee Options2 23,480,000 Conversion of 1st Drawdown of US$10M on Loan Facility3 25,748,000 Fully Diluted 344,539,000 Convertible Debentures 630,160 (max)

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• 1. 12,525,000 warrants exercisable at CAD$0.10 per share are set to expire on Dec 15, 2017
• 2. 500,000 options exercisable at CAD$0.05 per share are set to expire on Dec 16, 2017
• 3. The number of common shares issuable is subject to fluctuation of CAD/USD exchange rate

APPENDIX

WHO WE ARE

A vertically integrated, multi-state cannabis

• peration

MPX provides management, staffing, procurement, advisory, financial, real estate rental, logistics and administrative services to two medicinal cannabis enterprises in Arizona (3rd under development), and

• ne

in Massachusetts (under development), and has signed a purchase agreement to acquire a 99% interest in a cultivation, production and wholesale cannabis business in Las Vegas, Nevada (subject to regulatory approval) Under the management agreements, MPX has material influence over the Arizona and Massachusetts

• perations,

and will be required to consolidate their results under IFRS The management agreements have a 20 year initial term with prohibitive break-out clauses

MPX

CGX Life Sciences Inc.

(Nevada Corp) S8 Industries LLC ARIZONA

S8 Management LLC ARIZONA

S8 Rental Services LLC ARIZONA

S8 Transportation LLC ARIZONA

Soothing Options Inc., operating as Health for Life ARIZONA

Licensed Marijuana Enterprise

Health for Life Inc. ARIZONA

Licensed Marijuana Enterprise

IMT, LLC Massachusetts

CannaTech Medicinals, Ltd. MASSACHUSETTS Licensed Marijuana Enterprise GreenMart

• f Nevada NLV, LLC

Licensed Marijuana Enterprise

Owen Sound Canadian Operations Active LP application

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Medicinal Marijuana Recreational Marijuana Current Number of Patients Projected Sales Population

JURISDICTIONAL COMPARISON OF FOCUS MARKETS

https://www.mpp.org/issues/medical-marijuana/state-by-state-medical-marijuana-laws/medical-marijuana-patient-numbers/ http://www.hc-sc.gc.ca/dhp-mps/marihuana/info/market-marche-eng.php http://www.thecannabist.co/2017/04/04/nevada-recreational-marijuana-distribution-sales/76615/ https://ballotpedia.org/Nevada_Marijuana_Legalization,_Question_2_(2016)

Regulatory Framework

Nevada

2,995,973 25,465 For-profit US$630 million (2020) Commenced July ‘17

Massachusetts

6,873,018 34,189 Not-for-profit US$1.1 billion (2020) Begins Jan ‘18

Canada

Expected July ‘18 35,850,000 129,876 For-profit CA$4.9-8.7 billion (Upon Legalization)

Arizona

7,026,629 114,439 Not-for-profit US$681 million (2020)

Maryland

6,068,511 N/A For-profit US$125-175 million (2020)

https://mic.com/articles/161616/arizona-weed-laws-2017-what-to-know-about-legalization-after-prop-205-defeat#.RWE71maU2 https://newfrontierdata.com/wp-content/uploads/2015/11/Arizona-Report-FINAL-Release.pdf https://mjbizdaily.com/new-market-once-maryland-fixes-problems-ample-mmj-opportunities-await/ https://ballotpedia.org/Massachusetts_Marijuana_Legalization,_Question_4_(2016) https://www.thestar.com/news/queenspark/2016/10/27/recreational-weed-could-be-a-226b-industry-study.html

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COMPARISON CANADA – MPX ARIZONA

• Strictly regulated
• ~ 148,000 registered patients in Arizona1
• Fragmented
• Mostly mom-and-pop operations
• High product prices (US$10-15/gram)
• Lower facility costs
• Lower labour costs
• Max 5.1 grams per day in Arizona
• Adult use legalized on a state by state basis
• Market cap of MPX - CAD$112 million (Oct 26,

2017)

• Strictly regulated
• ~200,000 registered patients (Health Canada, September

2017)

• >700,000 patients projected by 2020 (Mackie Research,

April 2016)

• Concentrated
• Enterprise level operations
• Product pricing (CAD$5-10/gram)
• High facility CapEx
• Relatively high labour costs
• Quantities prescribed by doctors, generally 1-3 grams per

day

• Nationwide legalization of adult use expected in July 2018
• Market cap of companies servicing CAD$5.9 billion

(October 2017)

MPX Arizona CANADA

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MARIJUANA VS OTHER COMMODITY MARKETS

20 40 60 80 100 120 140 160 180

Annual production value (US$bn) Gold Marijuana Corn Iron Wheat Copper Aluminium Zinc Coffee Nickel Silver

Globally, the marijuana industry is almost equal to the size of the gold industry

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RISK FACTORS

Achievement of the Company’s business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. The Company cannot predict the impact of the compliance regime Health Canada is implementing for the Canadian medical marijuana industry. Similarly, the Company cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. The impact of Health Canada’s compliance regime, any delays in

• btaining, or failure to obtain regulatory approvals may significantly delay or impact the development of markets,

products and sales initiatives and could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company will incur significant ongoing costs and obligations related to regulatory compliance, which could have a material adverse impact on the Company’s results of operations, financial condition and cash flows. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions on the Company’s operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Company’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company’s ability to grow, store and sell marijuana in Canada is dependent on the ability of the Company to

• btain a license from Health Canada. The Company does not currently hold a license. The licenses are subject to
• ngoing compliance and reporting requirements. Failure to comply with the requirements would have a material

adverse impact on the business, financial condition and operating results of the Company in Canada. If an acquisition is consummated, the integration of the acquired business, product or other assets into the Company may also be complex and time-consuming and, if such businesses, and assets are not successfully integrated, the Company may not achieve the anticipated benefits, cost-savings or growth opportunities. Furthermore, these acquisitions and other arrangements, even if successfully integrated, may fail to further the Company’s business strategy as anticipated, expose the Company to increased competition or challenges with respect to the Company’s products or geographic markets, and expose the Company to additional liabilities associated with an acquired business, technology or other asset or arrangement. Any one of these challenges or risks could impair the Company’s ability to realize any benefit from the Company’s acquisition or arrangement after the Company has expended resources on them. The expiration of patent or trademarks protections for any assets acquired by the Company could result in significant competition, potentially at any time and without notice, resulting in a significant reduction in sales. The effect of these expirations on the Company and its financial results will depend, among other things, upon the nature of the market and the position of the Company’s products in the market from time to time, the growth of the market, the complexities and economics of manufacturing a competitive product and regulatory approval requirements. The Company intends to develop brand/product differentiation strategies to retain and/or grow brand market share. The potential for success of these strategies is uncertain, dependent on various factors, and subject to various challenges. Regulatory approvals are based on a presumption that materials submitted to regulatory agencies for review are true and correct. If at some point errors, omissions, or falsifications are discovered with respect a regulatory submission to which the Company acquires rights, it may potentially be required to take additional actions, such as filing new regulatory submissions, and in extreme cases permits or licenses may be suspended or withdrawn. The Company plans to expand to new jurisdictions in the future, which cannot occur until it receives regulatory approvals and/or the recreational or medical marijuana markets are legalized in such jurisdictions. The review and approval process may delay the Company’s expansion plans, require the expenditure of substantial resources and may not ultimately lead to approval to produce and sell cannabis products in the new jurisdiction. This process can vary substantially based on the type and complexity of the product involved. Regulatory authorities have substantial discretion and may refuse to accept any application. Moreover, there is significant ambiguity regarding the timing and certain of legalization in new markets. Concerns over safety could also lead to new laws that heighten standards for approval. The Company has certain proprietary intellectual property, including but not limited to brands, trademarks, tradenames, recipes and proprietary processes. The Company will rely on this intellectual property, know-how and

• ther proprietary information, as well as requiring employees and other investors and suppliers to sign

confidentiality agreements. However, these confidentiality agreements may be breached, and the Company may not have adequate remedies for such breaches. Others may independently develop substantially equivalent proprietary information without infringing upon any proprietary technology. Third parties may otherwise gain access to the Company’s proprietary information and adopt it in a competitive manner. Any loss of intellectual property protection may have a material adverse effect on the Company’s operating results. The Company’s products will potentially face competition from a variety of other businesses. Many of the Company’s competitors have greater financial resources. The Company may face competition from more established companies. In domestic and foreign markets, the production, packaging, labelling, handling, distribution, importation, exportation, licensing, sale and storage of the Company’s products are affected by extensive laws, governmental regulations, administrative determinations and similar constraints which are beyond the Company’s control. There can be no assurance that the Company is or will be in compliance with all of these laws, regulations, determinations and other constraints. Failure to comply with these laws, regulations, determinations and other constraints or new laws, regulations, determinations or constraints could lead to the imposition of significant penalties or claims and could negatively impact the Company’s business. In addition, the adoption of new laws, regulations, determinations other constraints or changes in the interpretations of such requirements may result in significant compliance costs or lead the Company to discontinue product sales. This may have a material adverse effect on the Company, resulting in a significant loss of sales and a material adverse effect on the Company’s business, results of operations, cash flows and financial condition.

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RISK FACTORS (CONT’D)

The administration of drugs to humans can result in product liability claims. Product liability claims can be expensive, difficult to defend and may result in large judgments or settlements against the Company. The Company may not be able to obtain or maintain adequate protection against potential liabilities arising from product sales. Product liability claims could also result in negative perception of the Company’s products which could have a material adverse effect on the Company’s business, results of operations, sales, financial results and cash flow. From time to time, studies or clinical trials on cannabis products may be conducted by academics or others, including government agencies. The publication of negative results of studies or clinical trials related to the Company’s products or the therapeutic areas in which the Company’s products will compete could have a material adverse effect on the Company’s sales and the reputation of the Company’s products There is no guarantee that any LP Applicant will become LPs. Health Canada has received many applications and

• nly a small fraction have been approved to date. Furthermore, the timing and success of LP Applicants at the

various steps in the licensing process is beyond the LP Applicant's control and the sole discretion thereof lies with Health Canada. In the event an LP Applicant becomes an LP, the license to cultivate and distribute medical cannabis must be renewed at a maximum of every three years. LPs must strictly adhere to the regulations and applicable law in order to maintain the license, once granted, and to secure annual renewals. Each LP's ability to grow, store and sell medical cannabis in Canada is dependent on its license. Failure to comply with the requirements of the license or any failure to maintain the license would have a material adverse impact on the business, financial condition and operating results of the LP. Likewise, any unanticipated delays or difficulties in the ability of an LP Applicant to obtain the Health Canada and

• ther regulatory approvals required would have a material adverse impact on the business, financial condition and
• perating results of the LP Applicant.

Cannabis is not an approved drug or medicine in Canada. The Government of Canada does not endorse the use of cannabis, but Canadian courts have required reasonable access to a legal source of cannabis when authorized by a healthcare practitioner. There can be no assurance that Bill C-45 will be passed into law, or passed into law substantially in the form in which it was introduced. Further, even if Bill C-45 is passed into law, the importation, exportation, production, testing, packaging, labelling, sending, delivery, transportation, sale, possession or disposal of cannabis or any class of cannabis will remain subject to extensive regulatory oversight. Such extensive controls and regulations may significantly affect the financial condition of market participants, and prevent the realization of such market participants of any benefits from an expanded market for recreational cannabis products. While management believes that the Company has all licenses, permits, authorizations and approvals necessary to conduct its business and that the Company is properly operating within all applicable regulatory regimes, there can be no assurance that these beliefs are accurate or that laws or regulatory regimes will not be changed in a manner that would adversely impact the Company, including by requiring it to obtain certain licenses, permits, authorizations or approvals or requiring it to operate subject to a regulatory regime. The industry is in its early development stage and restrictions on sales and marketing activities imposed by Health Canada, various medical associations, other governmental or quasi-governmental bodies or voluntary industry associations may adversely affect Investee Companies' ability to conduct sales and marketing activities and could have a material adverse effect on the Company’s businesses, operating results and financial conditions. The Company’s operations are subject to a variety of laws, regulations and guidelines relating to the manufacture, management, transportation, storage and disposal of medical cannabis but also including laws and regulations relating to health and safety, privacy, the conduct of operations and the protection of the environment in the jurisdictions in which it operates. Any changes to such laws, regulations and guidelines are matters beyond the control of the Company that may cause adverse effects to the operations and financial conditions of the Company. In addition, the industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond the Company’s control and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce Investee Companies' earnings and could make future capital investments or the Company’s operations uneconomic and, therefore, on the Company's prospective returns. Furthermore, the legislative framework pertaining to the Canadian recreational cannabis market will be subject to significant provincial and territorial regulation, which may vary across provinces and territories and result in an asymmetric regulatory and market environment, different competitive pressures and significant additional compliance and other costs and/or limitations on the Company’s ability to participate in such market. While the impact of any new legislative framework for the regulation of the Canadian recreational cannabis market is uncertain, any of the foregoing could result in a material adverse effect on the Company’s business, financial condition and operating results. The Company operates in a new industry which is highly regulated, highly competitive and evolving rapidly. As such, new risks may emerge, and management may not be able to predict all such risks or be able to predict how such risks may result in actual results differing from the results contained in any forward-looking statements. The Company will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions of operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company. The industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond the control of the Company and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce the Company’s earnings and could make future capital investments or the Company’s operations uneconomic. The industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants and which cannot be reliably predicted.

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RISK FACTORS (CONT’D)

Since the Company's business will revolve mainly around the cultivation of medical cannabis, an agricultural product, the risks inherent with agricultural businesses will apply. Such risks may include disease and insect pests, among others. The current projected size of the Facilities are only estimates and are subject to due diligence, regulatory approvals and market demand. Any delay or failure to build out proposed Facilities and/or expand current Facilities could have a material adverse effect on the Company. The trading price of the Shares and the Company's financial results may be significantly and adversely affected by a decline in the price of cannabis. Given the highly regulated nature of the industry, the price of cannabis is affected by numerous factors beyond the Company's control, including but not limited to, government regulation, interest rates, inflation or deflation, supply and demand, and general prevailing political and economic conditions. A general downturn in the medical cannabis market could result in a significant decrease in the Company's revenue. Any such price decline may have a material adverse effect on the Company. As manufacturers and distributors of products designed to be ingested or inhaled by humans, the Investee Companies face an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of products involve the risk of injury or loss to consumers due to tampering by unauthorized third parties, product contamination, unauthorized use by consumers or other third parties. Previously unknown adverse reactions resulting from human consumption of the Company’s products alone or in combination with other medications or substances could occur. The Company may be subject to various product liability claims, including, among others, that the Company’s products caused injury, illness or loss, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, adversely affect the Company’s reputation with clients and consumers generally, and adversely affect the results of operations and financial conditions of the Company. The Company generates a significant portion of its revenue from US operations. In the US, certain US states have liberalized cannabis laws and regulations allowing for cannabis related activities such as cultivation, possession or

• distribution. Despite the numerous state legalization initiatives, cannabis continues to be categorized as a

controlled substance under the federal Controlled Substances Act in the US and as such these same activities that are legal under various state laws continue to violate federal law in the US. The U.S. Department of Justice has indicated that it will focus on prioritizing state law based enforcement in jurisdictions where cannabis is legal to the extent that there is a robust regulatory in place however there can be no certainty that the political and/or regulatory priorities will not change on this topic. Furthermore, on October 16, 2017, the Canadian Securities Administrators provided guidance pursuant to CSA Staff Notice 51-352 regarding disclosure requirements for issuers with US cannabis operations. The CSA has adopted a disclosure based approach and has set out criteria which must be disclosed by issuers with respect to their US operations, the US federal laws and the measures taken to ensure compliance therewith. The Company has reviewed such guidance and believes that it is compliance as of the date hereof however due to the novel nature of this guidance, the Company may be required to take further steps with respect to US regulatory monitoring and compliance to continue its listing eligibility on a Canadian stock exchange. Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or

• divestiture. This could have a material adverse effect on the Company, including its reputation and ability to

conduct business, its holding (directly or indirectly) of medical cannabis licenses in the US, the listing of its securities on various stock exchanges, its financial position, operating results, profitability or liquidity or the market price of its publicly traded shares. It is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

Statutory rights of withdrawal and rescission

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within the time period prescribed by the securities legislation of the purchaser’s province or territory. In several of the provinces and territories, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages where the offering memorandum and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the prescribed time limit. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

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