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CORPORATE PRESENTATION May 2019 NOTICE TO READER Certain information set forth in this presentation contains forward-looking information, licenses for its businesses; the Company's failure to retain key personnel and hire additional


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SLIDE 1

CORPORATE PRESENTATION

May 2019

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SLIDE 2

NOTICE TO READER

Certain information set forth in this presentation contains “forward-looking information”, including “future oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, information contained herein constitutes forward-looking statements and includes, but is not limited to future M&A activity and completion of Sproutly Canada, Inc.’s (“Sproutly”) projects that are currently underway, in development or

  • therwise under consideration. Forward-looking statements are provided to allow potential

investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. The material assumptions upon which forward-looking statements in this presentation are based include, among others, assumptions with respect to: the Company's ability to access financing on favorable terms to continue with its expansion plans and develop its business; the Company’s ability to

  • btain
  • r

maintain the required regulatory approvals; the Company's ability to attract and retain customers; the continuation of executive and

  • perating management or the non-disruptive replacement of them on competitive terms;

and stable market and general economic conditions. The Company makes no representation that reasonable business people in possession of the same information would reach the same conclusions. Although we believe that the assumptions underlying forward-looking statements are reasonable, they may prove to be incorrect and we cannot assure that actual results will be consistent with such statements. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward- looking statements or the information contained in such statements. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed

  • r

implied by such forward-looking statements, including the Company's requirement for additional funding to continue its expansion plans in Canada and the United States; the Company’s failure to obtain and/or maintain the required regulatory licenses for its businesses; the Company's failure to retain key personnel and hire additional personnel needed to develop its business; And the Company's business practice reputation being negatively affected by client or user complaints or negative publicity. Although forward-looking statements contained in this presentation are based upon what management of Sproutly believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Sproutly undertakes no

  • bligation

to update forward-looking statements if circumstances

  • r

management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking

  • statements. We seek safe harbor.

This presentation and the material contained herein are confidential and are not to be disclosed to the public. This presentation is for information purposes only and may not be reproduced or distributed to any other person or published, in whole or part, for any purpose whatsoever. This presentation does not constitute a general advertisement or general solicitation or an offer to sell or a solicitation to buy any securities in any jurisdiction. Such an offer can only be made by prospectus or other authorized offering document. This presentation and materials or fact of their distribution or communication shall not form the basis of, or be relied on in connection with any contract, commitment or investment decision whatsoever in relation thereto. The information in this presentation is not intended in any way to qualify, modify or supplement any prospectus, listing statement, information circular or other information disclosed under the corporate and securities legislation and stock exchange policies

  • f

any jurisdiction relating to Sproutly, Inc. No securities commission or similar authority in Canada or any other jurisdiction has in any way passed upon the adequacy or accuracy of the information contained in this presentation. NOT FOR DISTRIBUTION; NO OFFERING

1

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SLIDE 3

OUR COMPANY

Sproutly is developing and bringing to market cannabis consumer products with a focus

  • n beverages. We are combining

advanced cannabis cultivation and transformational technologies to redefine the cannabis industry.

2

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SLIDE 4

Sh Shifting Co Consumer Preferences Pr Pres esen ents Po Poten ential $ $4.4 b billion Ca Canadian Ca Cannabis Beverage Op Oppor

  • rtun

unity

§ Smoking is becoming a taboo and declining sharply while cannabis oils gain popularity in Canada § Medical cannabis oil sales have grown at a compounded quarterly growth rate of 33.2% while flower sales have only grown at 5.6%(1) § Potential Canadian Cannabis Beverage market estimated at up to $3.0 billion(2) before taking into account additional market potential created by naturally water-soluble based cannabis beverages

Sc Scientific Groun

  • und Breaking

g Discov

  • very
  • f
  • f Natur

urally Water-Sol Solub uble Ca Cannabinoids to Disrupt Ca Cannabis Be Bevera rage

§ Infusion Biosciences Inc.’s discovery that cannabis plants naturally produces water soluble forms of phytochemicals including cannabinoids and terpenes § Sproutly owns the exclusive rights to Infusion’s APP Technology in Canada, Australia, Israel, Jamaica, and the European Union § Exclusive licensee of Infusion’s patent-pending APP Technology for the recovery of naturally water-soluble phytochemicals (Infuz2O) § Onset of effects within 5 mins and offset of effects within 90 min solves the onset/offset challenge for the beverage industry § Infuz20 is fully soluble in water-based preparations without the need for formulation techniques such as emulsification or encapsulation § Exclusive technology License with Micronutrient Technologies Inc. (“MTI”) to deliver clear cannabis beverages fortified with water soluble minerals – MTI is the only provider of nutritional minerals in water-soluble form on a single molecular platform

Lic Licens nsed Producer wit ith Growth Po Poten ential I Indep epen enden ent o

  • f A

Additional In Investment in Cultivation

§ Fully-operational 16,600 sq.ft. facility (with cultivation, processing, and sales licenses) with production capacity of up to 1,400 kg per year(3) of dried cannabis flower, 700 kg of trim per year(3) and APP Technology processing capacity of up to 10,000 kg annually (100 million 10mg doses) § Strategically located in the Greater Toronto Area (“GTA”) will also be the initial extraction facility for APP Technology § Business model does not require investment in additional cultivation as Sproutly intends to source cannabis on the wholesale market

Sup Superior

  • r

Pl Plant-to to-Pr Product ct Eco Economics cs

§ Proprietary, patent pending APP Technology is a plant-to-product process that also recovers oil-based cannabinoids (BNO) in addition to the water soluble phytochemicals (Infuz2O) § APP Technology is a highly scalable and low-cost recovery method which yields attractive economics as compared to other extraction methods that require further processing beyond extraction to produce consumable products § CO2 extraction THC recovery rate of ~60% vs. APP Technology total THC recovery rate of ~90% § APP Technology is proven and currently operated at commercial scale in the US

Hi Highly Exp xperienced Ma Management and Bo Board rd

§ Sproutly’s executive management team provides decades of experience in biopharmaceutical R&D, technology commercialization, and business development § Over three decades of research and management experience at biotechnology and pharmaceutical companies, and consumer product companies including Kimberly-Clark, AB InBev, SC Johnson, and Pepsi Co. § Seasoned board of directors and advisory board include beverage industry veterans with strong networks and decades of experience

Te Technology Validated via Ex Excl clusive e JV JV with Mooseh ehea ead Brew ewer eries es

§ Partnership with oldest and largest independent brewery in Canada to produce cannabis infused beverages for the recreational market in Canada § Competitive advantage driven by Infuz2O paired with Moosehead’s 152+ years of experience and well-respected adult beverage brand portfolio § JV structured to ensure maximum alignment of mutual interests and is well positioned to enter cannabis beverages market upon legalization

INVESTMENT HIGHLIGHTS

3

(1) Health Canada (2) Molson Coors (3) 1,000 g of flower and 1,000 g of trim per grow light with five cycles per year

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SLIDE 5

CORPORATE MILESTONES

Acquired Infusion Biosciences Canada Completed $20.7m Bought Deal Financing First Harvest at THR Facility Completed Submitted License Amendment to Health Canada to Produce Oils Completed THR Facility CSE Listing Completed Entered into Exclusive Technology license with MTI Received Cultivation License by Health Canada Announced Premium Flower Brand CALIBER Receive Sales License and Commence Flower Sales Receive Processing/Oil License Commence Sales

  • f Cannabis

Edibles and Beverages* Commence Sales

  • f Cannabis Oils*

Announce Beverage JV with Moosehead Breweries

*Pending Health Canada Approvals

4

Ju June 2018 Ju June 2018 Au August 2018 Au August 2018 Au August 2018 Oc October 2018 No November 2018 Fe February 2019 Ma March 2019 Ma March 2019 Ap April 2019 Q2 Q2 2019 Q3 Q3 2019 Q4 Q4 2019

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SLIDE 6

Sm Smok

  • king is becom
  • ming a taboo
  • o and declining sharply while cannabis oi
  • ils are gaining pop
  • pularity in Canada
  • Statistics show both decreasing % of cigarette smokers and # of cigarettes

smoked per day (by daily smokers) in Canada

  • Twice as many non-users in Canada have expressed interest in consuming

cannabis products or drinks as opposed to smoking marijuana

  • American Lung Association has linked marijuana smoke to chronic

bronchitis and a weakened immune system

12 13 14 15 16 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 2007 2008 2009 2010 2011 2012 2013 2014 2015 % of Smokers

  • Avg. # of cigarettes smokes per day

Smoking Trends in Canada Quarterly Cannabis Sales in Canada

  • Compounded Quarterly Growth Rate of Bud: 5.6%
  • Compounded Quarterly Growth Rate of Oil: 33.2%
  • Sales of oil have greatly surpassed the sales of bud in Canada

C O N S U M E R P R E F E R E N C E S F A V O R N O N - I N H A L A T I O N D E L I V E R Y

5

Source: Stats Canada, IPSOS, American Lung Association, Canadian Tobacco Use Monitoring Survey

2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Bug (kg)

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SLIDE 7

CANNABIS BEVERAGE MARKET ESTIMATE

Source: Molson-Coors

Po Potential C Canadian C Cannabis B Bevera rage Mar Marke ket:

$1.4 – $3.0 bn

6

“W “With h regard to

  • the

he pot

  • tential

l size of

  • f the

he cannabis ma market in in Canada, if if you take an average, then it it su suggest sts s that this s market may be be so somewh where be betw tween $7 bi billion and $10 bi billion in market t value, wi with beve verages s so somewh where betwe ween 20% and 30%”

Ma Mark Hunter er, Pres esiden ent and CEO

Po Pote tenti tial C Canadian c cannabis b beverage m market e t esti timate ted a at up t up to to $ $3. 3.0 b 0 billion a at m t matur turity ty. Th This d s does n s not a t account f t for a additi tional m market c t create ted b by n natu turally wa wate ter-so soluble base sed cannabis s beverages

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SLIDE 8

A A growing market in its infancy cy co constrained by incu cumbent approach ches that do not meet co consumer preference ces today

HEMP & CANNABIS BEVERAGES: INDUSTRY CHALLENGES

Source: https://www.bloomberg.com/news/articles/2019-02-06/scientists-are-racing-to-make-pot-like-booze-so-you-can-drink-it

7 “We think on

  • nset ti

time is going to be one of the critical factors in the next stage

  • f

cannabis- infused beverages “

  • Ne

New Fr Frontier Da Data “The problem of on

  • nset ti

time is one

  • f

the biggest challenges facing makers of cannabis beverages” “Many in the industry believe that the key to mainstream acceptance is creating a “sessi session- ab able” beverage”

  • Bl

Bloomberg rg “There’s a strong sentiment that beverages are probably going to become the leading mechanism for ingestion, they just haven’t yet because the truth is that mo most pr product cts ou

  • ut th

ther ere ar are ki kind nd of

  • f

ter terrible.”

  • Ro

Ronan an Le Levy, Ch Chief St Strategy Of Officer of

  • f Tr

Trait Bi Biosciences In Inc.

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SLIDE 9

INFUSION’S SCIENTIFIC DISCOVERY

CURRENT THINKING NEW WAY OF THINKING GROUNDBREAKING DISCOVERY

§ Cannabinoids and terpenes are insoluble in water but soluble in lipids, alcohols and other non-polar

  • rganic solvents

§ “Truly water-soluble" molecules (like sugar and salt) homogeneously incorporate into water as molecules

  • r ions without any physical

manipulation § Cannabinoids can be formulated to be water-compatible and appear water-soluble through the use of well known technologies used by competitors

§ Mother nature enables all natural molecules, including lipids/oils, to exist in water solutions so that they can move around in a living

  • rganism and perform their natural

functions § The naturally water soluble forms determine the biological “fate/destination/activity” of all molecules in nature § Examples of lipid/oil natural molecules that are naturally water soluble are: Cholesterol (LDL and HDL); Triglycerides; Fatty acids; Chlorophyll

§ Discovered that the cannabis plant naturally produces water-soluble forms of phytochemicals including cannabinoids and terpenes § Created patent pending Aqueous Phytorecovery Process (“APP”) that first recovers the water-soluble phytochemicals followed by releasing the “free” oils without disrupting or “denaturing” the molecules

8

AP APP is a fundamental paradigm shift within the ca cannabis industry. Replaci cing traditional “water-co compatible” so soluti tions s wi with th tr true natu tural wa wate ter-so solubility ty improves s th the body’s s ability ty to to uti tilize cannabinoids

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AP APP yields two truly unique ca cannabis extract ct product cts, incl cluding the world’s only naturally water-so soluble ca cannabis liquid

A patent pending process that uses proprietary reagents formulated for different plant materials – all reagents are not only classified GRAS but also are common ingredients in our diet

  • No artificial chemicals (organic solvents, liquefied gas)
  • No harsh physical treatments (heat, sonic, microwave)

A 2 step “soak and strain” method

  • Step 1: Soak in proprietary water reagents; strain/filter to recover naturally water soluble entourage
  • Step 2: Soak plant material strained from step 1 in proprietary natural oil reagents; strain/filter to recover free oil entourage

PROPRIETARY APP TECHNOLOGY

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N A T U R A L L Y W A T E R S O L U B L E V S . W H A T ’ S I N T H E M A R K E T T O D A Y

10

AP APP gently reco covers naturally water soluble ca cannabis extract ct direct ctly without the ne need for formul mulatio ion n techniq nique ues suc uch as emul mulsif ific icatio ion n or enc ncapsul ulatio ion

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SLIDE 12

Paradigm shift in how cannabis is delivered and consumed,

  • vercoming the industry's current

and out dated methods

THE BIG OPPORTUNITY: INFUZ 2O – A DISRUPTIVE TECHNOLOGY

Predictable – less than 5 mins to feel effects, less than 90 mins to wear off Experience – effects comparable to smoking and vaping Discrete Consumption – odorless and smokeless Formulation Versatility – numerous end-user applications Precise Dosing – ability to deliver a measureable amount of cannabis

11

Te Technology d delivers a s a tr truly n natu tural wa wate ter-so soluble cannabis s liquid wi with thout t th the need for formulati tion te techniques su s such a as e s emulsi sificati tion o

  • r e

encapsu sulati tion

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SLIDE 13

In Infuz2O has effects that mimic those of inhaled cannabi bis

CANNABIS CONSUMPTION LANDSCAPE

12

(1)

(1) Based on 100+ user feedback

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SLIDE 14

Moosehead Sproutly Joint Venture

  • Canada’s oldest and largest independent beer

company

  • 4th largest brewery in Canada
  • Over 152 years of experience in building and
  • perating adult beverages in Canada
  • More than 140 million cans/bottles of beer sold

annually in every Canadian province, US state and in 15 other countries

  • Established national supply chain and distribution

capabilities in all provinces

  • Oland family’s proven ability in building premium

adult beverage brands (Moosehead, Alpine, Hop City)

  • Licensed producer with state-of-the-art indoor

cannabis production facility in Greater Toronto Area

  • Proprietary recovery process APP Technology

recovers truly naturally water soluble cannabinoids (“Infuz2O”)

  • Infuz2O delivers the cannabis effect as early as 5

minutes and last up to 90 minutes

  • Processing license and current capacity allows for

production of up to 33 million doses(1) of Infuz2O

  • Technology based on 13+ years of science-based

research & development

  • In-house formulation expertise including

recreational and functional beverages

SPROUTLY MOOSEHEAD JOINT VENTURE

Leveraging 152+ years of adult beverage experience with a ground breaking cannabis technology to create leading beverage platform

(1) 10 mg doses

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SLIDE 15

MOOSEHEAD JOINT VENTURE HIGHLIGHTS

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Partnership with the Oldest and Largest Independent Brewery in Canada

  • Over 152 years of brewing experience through six generations of family ownership
  • More than 140 million cans/bottles of beer sold annually throughout Canada, the United States and in 15 other countries around

the world

  • Oland family’s proven ability in building, marketing and selling industry leading beers such as Moosehead Lager, Moosehead

Radler, Alpine, and Hop City Barking Squirrel

Competitive Advantage Driven By Infuz2O

  • The JV beverages can deliver the cannabis effect as early as 5 minutes and last up to 90 minutes, providing an edible

cannabis experience similar to traditional flower cannabis without the need to inhale smoke

  • Ability to solve the industry challenges of overconsumption of oil-based edibles and beverages
  • Capability to produce a clear cannabis beverage that is much easier and faster to formulate than its competitors who

will be using emulsifiers, encapsulation or chemical modification techniques

  • Ability to deliver functional beverages that address a “need state” by producing cannabis strain specific experiences
  • Natural Infuz2O process allows for a premium consumption experience and taste profile

JV Well Positioned to Enter Cannabis Beverages Upon Legalization

  • Moosehead’s beverage experience and R&D formulation capabilities will ensure that the cannabis beverages produced

will be premium in quality and have a great taste profile

  • Moosehead’s established operational infrastructure will allow the Joint Venture to fast track its go-to-market strategy
  • Sproutly’s cultivation facility and processing license will advance the formulation work that has already been

completed to date

Alignment of Interests

  • The Joint Venture is structured as a 50/50 equity ownership
  • Mathew Oland, one of Moosehead’s senior executives and Oland Family member, to lead the Joint Venture as Chief Executive Officer
  • Moosehead to provide infrastructure support such as R&D, operations, procurement,

finance, and distribution

  • Sproutly to provide proprietary custom compositions using Infuz2O for cannabis beverages in Canada
  • JV will have exclusive rights to utilize Infuz2O for cannabis beverages for a period of 5 years with a possible 2-year extension
  • Ability for the JV to enter the European market once recreational cannabis use is legalized
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SLIDE 16

SUMMARY JOINT VENTURE TERMS

Tr Transa sacti tion e expecte ted to to c close se o

  • n o
  • r a

about M t May 31 31st

st,

, 2019

Ownership Structure

§ 50 / 50 ownership of joint venture with OCC Holdings Ltd., an affiliate of Moosehead Breweries Limited (“Moosehead”)

Governance

§ 6 Board members § 3 to be appointed each of Sproutly and Moosehead § Sproutly to appoint the Chair of the Board

Leadership

§ Matthew Oland of Moosehead to be appointed CEO

Supply Agreement

§ 5-year exclusive supply agreement for Infuz2O § 2-year option to extend exclusive supply agreement § Subject to a revenue target in year 5

Brand Agreement

§ Moosehead to license its brands and related intellectual property owned by Moosehead including the “Moosehead” brand to the JV (subject to Canadian branding regulations)

Resource Contribution

§ Moosehead to provide product planning, distribution logistics, financial reporting, legal, admin, information technology and other resources to the JV as required § Sproutly to provide formulation, research & development, marketing and

  • ther resources to the JV as required

Jurisdiction

§ JV to operate in and serve the Canadian market initially § Ability for the JV to enter the European market once recreational cannabis use is legal

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SLIDE 17

S E L E C T C A NNA BI S BE V E RA G E S I N THE U .S . M A RKE T

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Source: Company Websites, Leafly.com Pr Product Name me Di Dixie Elixirs rs Ri Ripple (S (Stillwater Br Bran ands) Ca Cannabis Qu Quench cher Keef Keef Br Bran ands (S (Sparkling Water) Ha Happy y Apple Ci Cider La Lagunit nitas Hi-Fi Fi Ho Hops In Infuz20 On Onset Time 30-60 minutes 20 minutes 30-60 minutes 30-45 minutes 30 minutes 30 minutes 5 5 minutes1 Of Offset Time 6 hours 4 hours 6 hours ~3 hours 4-6 hours 4-6 hours 1. 1.5 5 hours1 Te Technology Emulsified Oil Extract Dehydrated & Emulsified Oil Extract Emulsified Oil Extract Emulsified Oil Extract Emulsified Oil Extract Emulsified Oil Extract Na Naturally Wa Water- So Solu luble le Ca Cannabinoids Fl Flav avor Profile Multiple (Fruity) Tasteless Multiple (Fruity) Citrus Apple Cider Hoppy Fl Flexible Ca Calories/Bottle Various 0 cal 20 cal 0 cal 140 cal 0 cal Fl Flexible Se Serving Type Multiple Serving Packets Multiple Serving Single Serving Single Serving Single Serving Single Serving Fl Flexible Ca Cannabis Co Content 100mg THC 100mg THC 25mg THC 10mg THC 10mg THC 10mg THC Fl Flexible $U $USD SD/mg THC $0.23 $0.33 $0.64 $0.60 $0.80 $1.10 TB TBD St States Availa lable le CA,CO,NV CO CA CO, CA, AZ, MI, NV WA CA TB TBD

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SLIDE 18

In Infuz2O’s true e water er-so solubility allows s the so solution to fully-di dissolve in wate ter, creati ting a clear finished d produc duct.

  • t. ‘Wate

ter- co compatible’ ca cannabis beve vera rages cu curre rrently in the mark rket show obvi vious signs of cl clouding and re residue

I NF U Z 2O vs. S TA TU S QU O

17

Competitors Sproutly

Competitor #2 Competitor #3 Competitor #1

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SLIDE 19

INFUSION PRODUCT FORMULATION EXAMPLES

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Beverage Edibles

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SLIDE 20

BIO-NATURAL OIL: PLANT-TO-PRODUCT TECHNOLOGY

§ Onset as early as 25 minutes, offset of 4+ hours like all other oils § Retains strain specific nuances and whole plant experience § Recovered directly in pre-customized carrier oil and ready for consumption as a cannabis oil or processed further § May be fractionated by routine distillation methods into separate molecular subpopulations (cannabinoids, terpenes, other oils) § May be used in all products that are now made using oils produced by other processes (such as solvent extractions or supercritical fluid extraction followed by polishing) § Homogeneously dissolved in natural oil already in human use (GRAS) – Customized for desired use by client – Can be sold as is as cannabis oil in Canada – Predictable onset and offset time § May be formulated into: – Water-based products using off-the-shelf technology – Edibles – Topicals

Characteristics Benefits

19

Pr Pre-Cu Customiza izable Ca Carrie ier Oil il

Proprietary Oil Recovery Process Po Post Infuz2O O Pr Product

MCT Oil

Tinctures Capsules Candies Jellies

Olive Oil

Baked Goods Savoury Foods Nutritional Oils Baked Goods Topicals

Coconut Oil

Caramels Baked Goods

Butter

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SLIDE 21

STRATEGY

  • Produce premium quality cannabis for the medical market
  • Located within a 14 minute drive from downtown Toronto

(approx. 8 km) to allow for same-day delivery REQUIREMENTS

  • Closed-loop production with pharmaceutical-grade grow rooms
  • State-of-the-art HVAC, lighting, watering and control systems
  • In-House, ready-built, state-of-the-art testing lab will ensure

superior, contaminant-free product

  • Proposed site for Infusion Biosciences APP Technology pending

extraction license approval by Health Canada OBJECTIVES

  • 1,400 kilograms of annual production of dried flower
  • 1 gram per watt production

LICENSED PRODUCTION FACILITY

16,600 sq. ft.

Production Facility

1,400 kg / year

Potential Production Capacity(1)

$32 million

Level 9 Vault Capacity 20

(1) 1,000 g per grow light times five cycles per year

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SLIDE 22

ILLUSTRATIVE PRODUCTION MODEL - THR

Proprietary APP Technology

Production Capacity: 1,400 kg Flower 700 kg Trim

Infuz2O

  • Est. 33 million(1) 10

mg Doses BIO-NATURAL OIL

  • Est. 67 million(1)

10 mg Doses 21

(1) Estimates based on 20% and 10% THC content of Flower and Trim respectively (2) Estimates based on 15% and 7.5% THC content of Flower and Trim respectively (3) total doses will vary based on cannabinoid content of starting material and other factors

Flower: 2,500 kg Trim: 5,400 kg OPEN MARKET CANNABIS PURCHASED2 TOTAL

  • Est. 100 million(1)

10 mg Doses

(1)

Sp Sprou

  • utly’s bu

business model is focused on pr processing which is not constrained to growing its own cannabi bis Sc Scalable via sou

  • urcing cannabis on
  • n the op
  • pen market
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SLIDE 23

AP APP Tech chnology is able to incr crease the selling price ce per gram equivalent by 2.6x – 4. 4.4x 4x c compared to to f flowe wer

ILLUSTRATIVE VALUE-CREATION: FLOWER VS. APP

Source: Management Estimates & Analysis

22

Flower vs APP Finished Product Revenue to Wholesaler

APP Finished Product Flower Low High Biomass 1 g 1 g 1 g Bioactive Content (THC) 20% 20% 20% Total THC (mg) 200 mg 200 mg 200 mg Total Revovery Rate n/a 90% 90% Total THC Recovered n/a 180 mg 180 mg Price per THC mg (blended) n/a $0.10 $0.15 Estimated Wholesale Revenue per gram $5.00 $18.00 $27.00

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SLIDE 24

23

Canada 36,000,000 Australia 24,000,000 Israel 8,600,000 Jamaica 2,900,000 Europe & UK 741,000,000

INTERNATIONAL EXPANSION

Exclusive APP Technology rights in Canada, Australia, Israel, Jamaica, Europe, and UK, providing significant international expansion opportunity. Joint Venture in Canada with Moosehead Breweries for recreational cannabis beveages Signed MOU with partner in Jamaica

Total Accessible Population : 812,500,000

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SLIDE 25

MANAGEMENT TEAM

24

Recently served for over 13 years with Robert Half, an S&P 500, NYSE listed

  • company. Mr. Dolo held the role of Vice

President for over 8 years at Robert Half, and held other senior roles in both

  • perations and sales for the years prior. He

also sits on an advisory committee and a board position for two non-profits in Vancouver, BC.

  • Mr. Loverock is a Chartered Professional

Accountant with over 20 years’ experience in accounting and finance roles in Canada, the USA, and UK. He brings with him public company reporting and transactional experience having served as the Senior Financial Advisor to the Chairman at Magna International, and acting as Chief Compliance Officer and CFO for a private equity firm.

  • Dr. Sen has 35+ years of experience in research

and executive management positions at biotechnology and pharmaceutical companies. He was awarded a Ph.D. in biochemistry from Princeton University and is a former faculty member at the National Cancer Institute and Scripps Research Institute. Dr. Sen is the inventor

  • n five US patents and numerous international

patents and patent pending applications.

  • Mr. Semkuley is a seasoned executive with
  • ver 30+ years leading global innovation

and marketing teams for Fortune 200 companies including Kimberly-Clark (NYSE:KMB), Anheuser-Busch InBev (NYSE:BUD), and Labatt. Mr. Semkuley will focus on the execution of the Company’s strategic objectives, development of its

  • perational plan, and will work diligently

to tie in the different vertical divisions of sales, marketing, product innovation,

  • perations, and branding to deliver top-

line growth. Melise Panetta most recently led the sales strategy as Director of Sales for SC Johnson, a privately held global consumer packaged goods company, responsible for delivering profitable category and brand growth for 200+ customers across multiple classes of trade including Sobeys, Save on Foods, London Drugs, and Federated Co-op among

  • thers Previous to SC Johnson, Melise held

roles of increasing responsibility at PEPSICO,

  • Inc. (NASDAQ: PEP)for 8 years, and most

recently as Senior Marketing Manager, Corporate Initiatives.

  • Mr. Marcellino holds a degree in Chemistry and

has served as CEO of an award-winning nutraceutical company focused on innovative cultivation, extraction and product

  • development. Mr. Marcellino brings the ability to

not only see opportunity, but also provide strategic operations leadership and networking internationally through research, planning, and execution.

KEITH DOLO CEO, Director CRAIG LOVEROCK Chief Financial Officer

  • DR. ARUP SEN

Chief Science Officer, Director BRYAN SEMKULEY President MELISE PANETTA VP Marketing & Sales PAUL MARCELLINO Director of Business Development

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SLIDE 26
  • Mr. Constandis is global C-level executive with
  • ver 34 years of experience in the wine and

spirits industry in Canada, USA, Europe and

  • Asia. Mr. Constandis was a former senior

executive with Pernod Ricard SA (RI:EN Paris), the €37B publicly traded producer of wine and spirits Prior to Pernod Ricard, Mr. Constandis was the CEO of Corby Spirit and Wine Ltd (TSX: CSW.A, CSW.B) the TSX listed alcohol manufacturing and distribution company Mr. Constandis also previously held senior roles at Seagram Company Ltd., including CFO, Europe & Africa. Mr. Constandis holds a Bachelor of Commerce from Concordia University and is a Qualified Chartered Accountant.

25

Justin is a partner of DuMoulin Black, practicing in the areas of securities, corporate finance, mergers and acquisitions, and corporate and commercial law. He received his J.D. from the University of Western Ontario in 2008 and his Bachelor of Business Administration from Western Michigan University in 2004. He was called to the bar in British Columbia in 2009.

  • Mr. Orr is a Chartered Professional

Accountant with extensive experience assisting companies in the public market

  • place. Gregg was the British Columbia

Mining Leader for Deloitte for 6 years and an Audit Partner for 10 years. He has extensive M&A, financing and systems integration

  • experience. Gregg earned his Bachelor of

Science (BSc) degree from the University of Leicester.

JUSTIN KATES Director GREGG ORR Director KEITH DOLO President & CEO, Director

  • DR. ARUP SEN

Chief Science Officer, Director

Michael Bellas is founder, Chairman and CEO of Beverage Marketing Corp, the leading consulting, research and advisory services firm dedicated to the global beverage industry. With

  • ver 45 years of industry experience, Mr. Bellas

has led numerous client engagements involving new growth initiatives, market entry planning, brand development/revitalization, domestic and international marketplace assessments and sales/distribution strategy development. Mr. Bellas has also led numerous M&A, company and brand valuation and due diligence

  • engagements. He has extensive international

experience having executed numerous assignments in Latin America, Europe and Asia. In addition, Mr. Bellas is founder of the leading industry conference The Beverage Forum, where he continues to be the keynote opening-day

  • speaker. Mr. Bellas is a graduate of Yale

University, he holds the Juris Doctor degree from the University of Michigan and an MBA from Columbia University, where he was a McKinsey Scholar.

MICHAEL BELLAS Director

BOARD OF DIRECTORS & ADVISORY BOARD

CONSTANTINE CONSTANDIS Advisory Board Member

slide-27
SLIDE 27

CAPITALIZATION & TRADING PERFORMANCE

26

1. As of March 27h, 2019 2. Weighted Average Strike price of $0.22 3. Weighted Average Exercise price of $0.52 4. As reported on November 30, 2018 5. Presented as principal amounts, a non-IFRS measure, and does not include adjustments for fmv interest, accretion, allocations to equity or other components

(millions) Sproutly % FD

Management and Insiders 69.3 25.2% Investors 95.6 34.7% Shares Issued – Equity Special Warrants 15.4 5.6% Bas Basic Shar ares Ou Outstan anding 180. 180.3 65. 65.5% 5% Equity Earn Out and Contingent Consideration (Insiders) 36.9 13.4% Options2 15.9 5.8% Warrants3 9.7 3.5% Shares Issued – CD Special Warrants 14.3 5.2% Warrants – Equity Special Warrants 7.7 2.8% Warrants – CD Special Warrants 7.7 2.8% Broker Convertible Debenture Warrant 1.2 0.4% Broker Equity Warrant 1.6 0.6% Fu Fully Diluted Shar ares Ou Outstan anding 275. 275.3 100% 100% Share Price as of Close March 28, 2019 $0.87

Cap Table1 Balance Sheet Highlights Trading Performance

(millions) $CAD

Cash4 11.5 Loans and Borrowings5 3.4 Convertible Debt5 3.1 Convertible Debenture5 10.8 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 $1.00 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 7

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1 9 2

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1 9 Volume Price

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SLIDE 28

CONTACT US

Sproutly Canada, Inc. #3318 – 1055 Dunsmuir Street Vancouver, BC V7X 1L2 Phone: 778.945.6868 Email: investors@sproutly.ca