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1 April 2019 AN UNMATCHED PLATFORM FOR THE GLOBAL CANNABIS OPPORTUNITY

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Page 1: AN UNMATCHED PLATFORM FOR THE GLOBAL CANNABIS …villagefarms.com/wp-content/uploads/2014/08/VFF... · U.S. market for CBD is conservatively forecast to generate sales of US$16 B

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April 2019

AN UNMATCHED PLATFORM FOR THE GLOBAL CANNABIS OPPORTUNITY

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Forward Looking Statements

This presentation contains certain "forward looking statements". These statements relate to future events or future performance and reflect the Company's expectations regarding its growth, results of operations, performance, business prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's current internal projections, expectations or beliefs and are based on information currently available to the Company. In some cases, forward looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict" , "potential", "continue" or the negative of these terms or other comparable terminology. A number of factors could cause actual events or results to differ materially from the results discussed in the forward looking statements. In evaluating these statements, you should specifically consider various factors, including, but not limited to, such risks and uncertainties as availability of resource, competitive pressures and changes in market activity, risks associated with U.S. and Canadian sales and foreign exchange, regulatory requirements and all of the other "Risk Factors" set out in the Company's current Annual Information Form and Management’s Discussion and Analysis for the year ended December 31, 2018, which are available electronically at www.sedar.com. Actual results may differ materially from any forward looking statement. Although the Company believes that the forward looking statements contained in this presentation are based upon reasonable assumptions, you cannot be assured that actual results will be consistent with these forward looking statements. These forward looking statements are made as of the date of this presentation, and other than as specifically required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

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PRICE

TSX:VFF

NASDAQ:VFF

$16.74

MARKETCAPITALIZATION

CDN$822 M(basic)

SHARESOUTSTANDING

49.1 M (basic)

53.0 M (diluted)

CDN$24.25CDN$3.98

MANAGEMENT& BOARD

OWNERSHIP

~21.5%

LISTINGSYMBOL

(As of April 17, 2019)

US$613 M(basic)

Publicly traded company since 2006Very strong alignment of management and shareholders

Market Facts

US$18.10US$2.93

$12.48

52-WEEK HIGH/LOW

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Canadian Legal Cannabis:

$4B+ in 20191

US Legal Cannabis:

$25B by 20252

Global Legal Cannabis:

$146B+ by 20253

1. Deloitte2. New Frontier Data

Global Hemp CBD:

$22B by 20224

3. Grand View Research4. Brightfield Group 4

5. Cowen

U.S. CBD Market::

$16B by 20255

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Growing Partners

Unmatched North America Greenhouse Assets

Canada: Delta, BC1 Facility

2.6 M sq. ft. (60 acres)

U.S.: West Texas4 Facilities - Vegetables

5.7 M sq. ft. (130 acres)

8.3 M sq. ft. (190 acres)Owned Assets

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Cannabis JV 2.2 M sq. ft. (50 acres)

Canada: Delta, BC2 Facilities (Delta 2 & Delta 3)

50% Ownership of JV

Mexico: 1.7+ M sq. ft. (40+ acres)Ontario: 3.0 M sq. ft. (70 acres)

BC: 3.0 M sq. ft. (70 acres)

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750 yearsof combined master grower experience from around the world

Cannabis and hemp are agricultural products like any other

Leaders in High-Tech, Low-Cost Vertically Integrated Greenhouse Growing

Decades of experience as a

vertically integrated grower/distributor,

meeting the stringent specifications of

North America’s top grocers

30-yearhistory developing and operating mega-scale greenhouses

Expertsin agricultural product safety

Leadersin crop management registrations in North America

Proventrack record as a low-cost operator

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Existing operations with experienced management and skilled labor force enable faster ramp to profitability

Existing facilities require lower cap ex and allow faster time to market compared to new builds

Extensive in-house facilities development and conversion expertise

Proven operating systems and decades of site-specific experience allow for more effective climate management, providing higher yields

Fast Mover Advantage: Ability to Rapidly Transition to New Crops with Lower Risk

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Canada

On Track to be One of the Largest Vertically Integrated Producers

Delta, BC

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2.6 M sq. ft.conservative projected yield of

180,000 kg

2.2 M sq. ft.conservative projected yield of

150,000 kg

PSF: Village Farms’ 50%-Owned JV

Pure Sunfarms has the potential to address a substantial portion of forecasted Canadian demand

Canada: On Track to be One of the Largest Vertically Integrated Producers

PSF has option on D1 (owned by Village Farms) – expires Sept 2021

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▪ Appointed President and CEO: Mandesh Dosanjh▪ Joined from LCBO: SVP, Supply Chain & Wholesale▪ Developed/managed LCBO’s supply chain/wholesale strategy for adult-use

cannabis

▪ Selected to supply Ontario Cannabis Store – in discussions for supply agreements with other gov’t distributors/private retailers

▪ Strategic supply arrangement with one of Canada’s largest online medical cannabis platforms

▪ Developing product and brand strategy▪ Extraction capabilities in place by mid-2019

▪ Wholesale distribution agreements with a Canadian LP▪ 2019: 40% of production @ fixed price▪ 2020-22: 25% of production @ prevailing market price

▪ Supply shortage: Realizing very favorable spot market pricing ▪ Strong demand from other Licensed Producers▪ Product is consistently meeting the high testing standards of

Health Canada

Well positioned for the evolution of the Canadian cannabis market

Capitalizing on the current wholesale opportunity to other Licensed Producers

Building a premier vertically integrated supplier with a leading brand and reputation

Pure Sunfarms is building a reputation for quality, consistency, safety and reliability

Creating One of Canada’s Largest Vertically Integrated Cannabis Companies

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Configured for continuous weekly harvesting year round

Meticulous attention to the growing environment and systems, processing areas and production ramp up

Growing system with automation proven in different crops to provide optimal efficiencies

Industry-leading HVAC systems based on extensive climate management experience, with technically advanced data systems

High-tech light deprivation/supplementation systems

Fully automated, high-capacity nursery and16 state-of-the-art flower rooms

Capital Efficient, Rapid Conversion of Existing Produce Operation

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Ingrained culture of high-quality, low-cost production built over decades

Continuous year-round harvesting and processing allows for a consistent, experienced, skilled agricultural labor force

conservative target of

<$1.00/gram

Ability to be sustainably profitable in a commoditized market

GOAL: Be the Low-Cost, High-Quality Cannabis Producer in Canada

Greenhouse growing provides significant capital and operating cost efficiencies

▪ Lower energy needs

▪ Greater economies of scale

▪ Allows for greater scale

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June 2017

File Cultivation License

Application

Oct 2017

March 2018

Initiate Cultivation

License Process

Commence Conversion of 1.1 M sq. ft.

Sept 2017

Obtain Cultivation

License

Complete Conversion of Quadrant 1

(275,000 sq. ft.)April 2018

Commence Commercial-

Scale Production

Commence Sales

(Other LPs)

May 2018

July 2018

Rapid Transition to Production and Sale

March 2019: Pure Sunfarms exercised option on 1.1 M sq. ft. Delta 2 greenhouse, DOUBLING growing area to 2.2 M sq. ft. and DOUBLING targeted annual production to 150,000 kg

Obtain SellingLicense

Sept 2018

Expand Licensed Area to 825,000

sq. ft.

Jan 2019Complete

Conversion All Growing Area

Expand Licensed Growing Area to 550,000 sq. ft.

Obtain Processing

License

Sept 2018

Obtain Packaging

License

Jan 2019

Commence Sales to Provincial

Boards/RetailersQ2 2019

Complete Licensing for ALL GROWING

AREAS: >1 M sq. ft.

March 2019

✓ ✓ ✓ ✓

✓ ✓ ✓ ✓ ✓

Q2 2019

Q2 2019

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825,000 sq. ft.

550,000 sq. ft.

275,000 sq. ft.

August 2018 April 2019

2019

46,000 – 52,000 kg

2020

95,000 kg

Targeted Annual Production: Delta 3 Plus Delta 2

Delta 3 Growing Area Ramp Up

Entire Delta 3 Growing Area of 1.03 Million Sq. Ft. in Production

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2021

150,000 kg

✓1.03 M sq. ft.

Delta 2: Targeting to complete first harvest by mid-2020 and achieve full run-rate annual production in Q4 2020

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On track to achieve or exceed all production expectations/forecasts

Facility operating as intended – benefitting from 20 years of site-specific experience, existing operational/growing team and existing labor force

Production to date validating low-cost assumptions

Nursery capable of supplying production double the size of the Delta 3 requirement

Quality and consistency firmly in line with expectations

Yield consistent with production targets

Production Ramping Very Well at Scale

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150,000

555,000

339,250

255,000200,000

160,000122,000 108,000 93,000 92,950

66,000

PureSunfarms

Pure Sunfarms expects to reach run-rate annual production of 75,000 kg mid-2019 and run-rate annual production of 150,000 kg in Q4 2020

Existing and Announced Future Capacity of Top 10 Public LPs by Funded Future Capacity

At April 17, 2019.1. If Pure Sunfarms exercised its option on the 2.6 million sq. ft. Delta 1 facility currently owned by Village Farms.

Existing Capacity (kg) Future Capacity (kg)

On track to be a top-ten producer at full production

Currently one of the largest production capacities

Potential to be a top-three producer

Positioned to be a Leading Large-Scale Supplier in Canada

330,0001

150,000

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Pure Sunfarms generated positive net income for both Q4/18 and the full year with only six weeks of product sales

Pure Sunfarms Already Contributing to Financial Results

$US (000s except per share data) Q4 Full Year

2018 2018

Sales 3,606 3,794

Cost of Sales (1,058) (1,190)

SG&A Expenses (982) (2,612)

Net Income/Loss 5,500 4,762

EBITDA1 1,722 222

Pure Sunfarms 2018 Financial Results Before VFF’s Proportionate Share

(1) EBITDA is not a recognized earnings measure and does not have a standardized meaning prescribed by IFRS. Therefore, EBITDA may not be comparable to similar measures presented by other issuers. Management believes that EBITDA is a useful supplemental measure in evaluating the performance of the Company.

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U.S. & Beyond

Uniquely Positioned for Both Near-Term & Longer-Term Opportunities

Fort Davis, Texas

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U.S. opportunities are significant

One of the largest existing greenhouse footprints in U.S.: 5.7M sq. ft. of existing, state-of-the-art, produce operations in best growing climate in U.S. (5,000 ft. elevation, most sunlight in US)

Formidable Platform to Capitalize on U.S. Opportunities

U.S. assets are INDEPENDENT of Canadian cannabis joint venture (100% owned by Village Farms)

20+ years of operating history and >600 employees

Can be rapidly converted to hemp or cannabis (upon federal and state legalization)

Will benefit from cannabis experience in Canada

Extensive experience developing large-scale agricultural projects in U.S. and globally

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Aggressively pursuing both opportunities to become a vertically integrated leader in hemp-derived CBD with field and greenhouse cultivation on a national scale

2018 Hemp Farming Bill PASSED: Hemp Removed from Federal Controlled Substances Act and Cultivation of Hemp Federally Legalized

Industrial Hemp: Cannabis plant with low THC content (<0.3% -- not psychoactive)

Hemp-derived CBD increasingly popular to improve general health and wellness

Significant Near-Term U.S. Hemp Opportunity

U.S. market for CBD is conservatively forecast to generate sales of

US$16Bby 20251

1. Cowen: Cowen’s Collective View of CBD, February 2019

Wide variety of potential large-market applications for hemp-derived CBD: pharmaceuticals, nutraceuticals, oils, topicals, beverages, bottled water, energy drinks, beer, beauty, food (confections), vapor

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Village Farms already has established relationships with the leading “big box” retailers, and a reputation for quality, reliability and safety

Village Farms’ Hemp/CBD Advantage

Millions of dollars and countless

person hours invested in

infrastructure and IT systems to

consistently meet customers’

exacting standards

Decades of experience as a

vertically integrated supplier to North America’s top grocery and “big box” retailers

Existing in-house

regulatory team with deep expertise and extensive experience with USDA and FDA

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22Target to commence sales of branded CBD products for “big box” retailers in 2020

Foundation for Vertical Integration: JV for Multi-State Outdoor Hemp Cultivation and CBD Extraction (65%-owned by Village Farms)

JV Partner: Jennings Group – experienced hemp farm operator

▪ 10th generation farmers: Deep knowledge of field agriculture across a vast array of crops

▪ Expertise with hemp plant and success applying their cultural and genetic expertise to improve CBD content and yield

Village Fields Hemp: Anchored in Research-Driven Cultivation

1. Brightfield Group.

Extraction operations expected to in place by end of 2019 to begin to supply CBD oil on wholesale basis

Field cultivation planned to commence Spring 2019 with 500 to 1,000 acres in production during 2019

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23PLUS underlying produce business PLUS U.S./Mexico opportunities

Comparative Value: 2020 Planned Production Capacity1

1. Annual run rate production capacity at end of 2020. 2. ACB, ZENA, WEED, APHA, TGOD, TLRY, EMH, PURE, FLWR, ALEF. 3. Fully Diluted. At April 17, 2019. 4. If Pure Sunfarms exercised its option on Village Farms’ Delta 1 facility (2.6 million sq. ft.), which would add an additional 90,000 kg of planned production annually (Village Farms’ 50% share of the targeted total production of Delta 1 of 180,000 kg), market cap/gram of planned production would be ~C$5.38.

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Top 10 LPs2 (by planned 2020 production capacity)

~C$20.87 average

~C$5,433 Maverage

~260,287 kgaverage

Planned Production Capacity

Market Cap3

Market Cap/Gram of Planned Production Capacity

75,000 kg4

50% of Pure Sunfarms’ production(2.2 M square feet)

~C$887 M

~C$11.834

Compelling Valuation on De-Risked Scale Up – Canada Only

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▪ Canada: Pure Sunfarms is firmly on track to be one of the largest vertically integrated cannabis producers with the capability to be the low-cost, high-quality producer

▪ Unmatched platform with proven ability to move quickly into new high-value crops

▪ USA: Aggressively pursuing opportunities in hemp/CBD with field and greenhouse cultivation: JV for field hemp cultivation/extraction and own one of the largest greenhouse footprints (independent of Canadian JV)

▪ Well aligned management team – 19.3% owned by founder and CEO

▪ Compelling valuation on Canadian cannabis business alone – PLUS US/international hemp and cannabis opportunities PLUS underlying produce business

▪ Mexico: Strong existing partnerships/operations with large-scale growers to pursue cannabis opportunities

Uniquely Positioned for Multiple Large-Scale Opportunities

Investment Summary

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April 2019

AN UNMATCHED PLATFORM FOR THE GLOBAL CANNABIS OPPORTUNITY