Green Growth Brands To Combine With MXY Holdings LLC ("Moxie")

July 2019

Creating A Dominant Coast-To-Coast Cannabis Player

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IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING. The information contained in this document has been prepared by Green Growth Brands Inc. (the “Company” or “Green Growth”). The information contained in this document (a) does not purport to contain all the information that may be necessary or desirable fully and accurately to evaluate an investment in the Company and (b) is not to be considered as a recommendation by the Company that any person make an investment in the Company. The information contained herein, unless otherwise stated, is provided as at the date hereof and is subject to change without notice; the Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. Certain information contained herein supplied by third parties, including the public disclosure made by the MXY Holdings LLC (“Moxie”); while the Company believes the information provided by third parties to be accurate, there can be no assurance of this fact.

This document is provided solely for informational purposes and may not be reproduced, in whole or in part, in any form or forwarded or further distributed to any person. Any forwarding, distribution or reproduction of this document in whole or in part is unauthorized. The Company is in the early stage of development and has a limited operational history, making it difficult to accurately predict business operations. The Company has limited resources and may run out of capital prior to becoming profitable. The Company may fail and investors may lose their entire investment.

This document may have been accessed or sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. As a consequence of the above, neither the Company nor any director, officer, employee or agent of any of them or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version that may be made available to you.

FORWARD LOOKING INFORMATION

This document includes information, statements, beliefs and opinions which constitute “forward looking information” within the meaning of applicable securities laws which includes “future-oriented financial information” with respect to prospective financial performance, financial position, EBITDA, cash flows and other financial metrics that are presented either as a forecast or a projection. Wherever possible, forward-looking information can be identified by the expressions “seeks”, “expects”, “believes”, “estimates”, “will”, “plans”, “may”, “believes”, “anticipates,” “target” and similar expressions (or the negative of such expressions). The forward-looking statements are not historical facts, but reflect the current expectations of Green Growth regarding future results or events and are based on information currently available to it. Future-oriented financial information is forward-looking information about prospective results of operations, financial position or cash flows, based on assumptions about future economic conditions and courses of action, and presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows. Similarly, a “financial outlook” is forward-looking information about prospective financial performance, financial position or cash flows that is based on assumptions about future economic conditions and courses of action that is not presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows. Future-oriented financial information and financial outlook are made as of the date hereof, subject to the same assumptions, risk factors and other qualifications as all other forward-looking information, and presented solely for the purpose of conveying the current anticipated expectations of the Company and may not be appropriate for any other purposes.

Disclaimer

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Disclaimer (cont’d)

FORWARD LOOKING INFORMATION (CONT’D)

The forward-looking events and circumstances discussed in this document include, but are not limited to, (i) the cannabis and cannabidiol industry and regulatory environment, including expected growth generally and in the retail and personal care segments, (ii) the future strategy, plans and partnerships of Green Growth, including following the proposed transaction with Moxie (the “Transaction”), (iii) the Transaction, the terms of the Transaction and the anticipated timing of closing of the Transaction, (iv) the benefit of the Transaction to both Green Growth and Moxie, including the creation of wealth and value and the synergies that may be created by the Transaction, (v) the nature of the operations of the combined company following completion of the Transaction, (vi) expectations regarding the ownership, management, operation and size of Green Growth following completion of the Transaction.

Certain material factors and assumptions were applied in providing this forward-looking information. All material assumptions used in making forward-looking statements are based on Green Growth’s knowledge of its business and the business of Moxie, and, in some cases, information supplied by third parties. Certain material factors or assumptions include, but are not limited to, (i) the current business conditions and expectations of future business conditions and trends affecting Green Growth and Moxie, including the US and Canadian economy, the cannabis and cannabidiol industry in Canada, the US and elsewhere, and capital markets, and (ii) that there have been no material changes in the business, affairs, capital, prospects or assets of Moxie. All forward-looking statements in this document are qualified by these cautionary statements. Green Growth believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Green Growth can give no assurance that the actual results or developments will be realized by certain specified dates or at all. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to vary materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. In addition to risks noted elsewhere in this document, material risks include, but are not limited to, (i) the risk that the Transaction will not be commenced or that the conditions to the Transaction will not be met, or met on a timely basis, or that the Transaction will not be consummated for any other reason, (ii) changes in general economic conditions in Canada, the United States and elsewhere, (iii) changes in operating conditions (including changes in the regulatory environment) affecting the cannabis industry, (iv) fluctuations in currency and interest rates, availability materials and personnel, and (v) Green Growth’s ability to successfully integrate the operations of Green Growth and Moxie following completion of the Transaction. Readers, therefore, should not place undue reliance on any such forward-looking information. Further, forward-looking information speaks only as of the date on which such statement is made. Green Growth undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. Even if the outcome and financial effects of the plans and events described herein are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Forward-looking information contained in this presentation is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue reliance on forward-looking statements, which are based on the information available as of the date of this document.

Historical statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In particular historical results of the Company should not be taken as a representation that such trends will be replicated in the future. No statement in this document is intended to be nor may be construed as a profit forecast.

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Disclaimer (cont’d)

NON-GAAP MEASURES

This document contains references to certain financial measures that are not defined under the generally accepted accounting principles applicable to the Company, being International Financial Reporting Standards applicable to Canadian public companies formulated by the International Accounting Standards Board (“IFRS”).

CAUTIONARY NOTE REGARDING UNITED STATES SECURITIES LAWS

THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. ANY SECURITIES OF GREEN GROWTH BRANDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, “U.S. PERSONS,” AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Combining Two Best-In-Class Cannabis Operators

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Moxie: Most Awarded Extract

• #1 California Brand 20181

• Over 80 Industry Awards

• Distribution in over

250 Dispensaries

Dominant CBD • Market Leading Vertical

Distribution Network

• Market Leading Topical Assortment

Outstanding Team• Globally Recognized Brands

• Multi-Billion Dollar Scale

• NYSE Experience

1. California Cannabis Awards

Strategic Rationale

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• Moxie Has Developed Award-Winning Brands And A Loyal Customer Base By Producing High-Quality And Consistent Cannabis Concentrates And Related Products Across Multiple Markets

• Moxie Has A Current Cash Balance Of ~US$39 Million, Allowing It To Fund Its Business Plan*

• Significantly Bolsters U.S. Presence With Operations In Nine Key States (16 States Including Expansion)

o Not Including GGB’s CBD Kiosk Locations

• Unparalleled Distribution Network Through Combination of GGB’s 200+ Mall-Based CBD Shops** & Moxie’s 250+ Retail Dispensary Partner Network

• All Equity Interest Offer Allows Both Sets Of Shareholders To Participate In The Potential Future Growth And Upside Of The Combined Company

• Multiple Cost & Revenue Synergy Opportunities Exist, Including Wholesaling To MSOs, Supply Chain Efficiencies, And Cost Rationalization

*As at July 5th, 2019

**Expected by calendar year-end 2019

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Coast-to-Coast Presence

Note: does not include Moxie’s 250+ points of distribution

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Combined Assets

State Green Growth Brands Moxie

California

• 2018 #1 Brand of the Year – California (California Cannabis Awards)• Mainly wholesale operations with a seed-to-sale license• Processing: currently transitioning out of an 1,100 sq. ft. facility to an 11,000 sq. ft. facility

– expected completion in August 2019

Nevada

• Licenses to open up to 9 dispensaries: (1 owned & operational, 1 subject to close)• 2 current cultivation facilities (Pahrump & Las Vegas)• Ability to increase Pahrump facility to 150,000 sq. ft.• Las Vegas facility currently has 12,000 sq. ft. of indoor cultivation and processing

• 2016 & 2017 #1 Extract Brand in Nevada (Brightfield Group)• 15,000 sq. ft. cultivation and processing facility with advisory/IP agreement in-place• Strong retail distribution network; dedicated section for Moxie products in Planet13 store• Minority ownership; Moxie controls the facility with ability to earn up to 50% ownership

Florida• Spring Oaks combination expected to close in August 2019• Vertically-integrated• Up to 35 medical dispensaries

Michigan

• 2016 & 2017 #1 Extract Brand in Michigan (Brightfield Group)• Signed property purchase agreement & applying for state licensure on an 80,000 sq. ft.

cultivation and processing facility• Previously operated under the Care Giver Model

Pennsylvania • 21,000 sq. ft. state-of-the-art cultivation/processing facility in McKeesport• 15,000 sq. ft. of expansion in process and potential for an additional 65,000 sq. ft.• Minority ownership interest

Arizona • Brand licensing deal with 2 million sq. ft. of cultivation• Wholesale sales began 4/20/2019

New Jersey • Licensing agreement• Also applying for medical license in current application process

Massachusetts• Provisional Certificate of Registration for 3 dispensaries, 1 cultivation and 1

processing

Ohio • January 2019: won processing license (minority interest)

International• JV in Colombia (processing license and genetic registration pending for 120 seeds)• JV to bring the Moxie brand into Canada with an established company (pending)

Distribution • Over 400 Seventh Sense wholesale and CBD shop locations • Over 250 Moxie points of distribution

Expansion States • WA, OR, CO, NM, OK, NY, MD

Transaction Summary

Proposed

Transaction

• GGB to combine with Moxie by forming a limited partnership which will acquire all of the issued and

outstanding securities of Moxie, two of its affiliates and interests in two entities with which Moxie has

current acquisition agreements

Consideration

To Moxie

• Equity purchase price of US$310 million

• Moxie has a current cash balance of approximately US$39 million*

• 100% GGB share or limited partnership unit consideration

• Price per GGB share equal to the 30-day VWAP ending on the third trading day prior to (and excluding)

the closing date of the Transaction, converted to USD, subject to a collar

Key Approvals

and Closing

Conditions

• Moxie shareholder approvals

• Receipt of a satisfactory tax opinion from Moxie’s counsel

• Other customary regulatory approvals, including local and state authorities and the CSE, as well as

other customary closing conditions

Deal Protection

• If either party terminates as a result of a significant breach by the other party, the breaching party will

pay a termination fee of US$10 million

• If the agreement is terminated by Moxie in the event it does not receive a satisfactory tax opinion, it

will pay GGB a termination fee of US$10 million

• If the agreement is terminated by GGB in circumstances where it enters into an alternate acquisition,

GGB will pay to Moxie a termination fee of US$17.5 million

Timing • Expected to close within the following six months

9*As at July 5th, 2019

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Delivered strategies at multi-national billion dollar companies

Operated to drive quarter after quarter growth

ONLY cannabis CEO to take a company public on the NYSE

Outstanding Team

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Kent Kiffner | General CounselExpertise: Regulatory compliance, contract capture, litigation and risk managementCompanies: Mission Essential, US Dept. of Justice

Tobin Anderson | GM Brand and Retail MerchandisingExpertise: Brand and Retail MerchandisingCompanies: Alex and Ani, C. Wonder, Yankee Candle Company, Sally Beauty, LensCrafters, Crabtree & Evelyn, Bath & Body Works, MAY Department Stores

Kellie Wurtzman | Head of StoresPrior Roles: SVP, Stores & Operations; VP Store Operations, VP Head of Store; District Sales ManagerCompanies: Luxottica Retail, L Brands (Victoria’s Secret), Virgin Entertainment

Brandon Wiegand | Director of Operations, The+SourceExpertise: License Capture, developing and implementing SOPs, legislative issues, regulatory and compliance oversightCompanies: Nevada Organic Remedies, The Grove Investment Group, Nevada Dispensary Association, Nevada Cannabis Coalition, Nye County Cannabis Association

Fritz Hoefer | Chief Commercialization OfficerExpertise: Creating, Sourcing Innovative Products from Concept to MarketCompanies: L Brands, L’Oreal Paris, Lancôme, Unilever, Abercrombie & Fitch, Johnson & Johnson, Bath & Body Works, Beiersdorf Inc., Pfizer, American Eagle Outfitters, DSW

Linda Lewis | Leader, Merchandise Planning & AllocationExpertise: Inventory Maximization, Assortment Architecture, Retail AnalyticsCompanies: L Brands, DSW, Procter & Gamble

Heather Popadych | Leader, eCommerceExpertise: Digital Experience, Operations, and Customer CareCompanies: Harbor Freight Tools, L Brands, The Limited

Nick Barger | Leader, Human ResourcesExpertise: Rapidly Expanding Workforces, New Benefits Planning and Administration, Strategic Performance Management, Training and DevelopmentCompanies: Rogue Fitness, DHL Supply Chain

Peter Horvath | CEOPrior Roles: Chairman, CEO, CFO, COOCompanies: American Eagle Outfitters, DSW, L Brands (Victoria’s Secret), Mission Essential

Ed Kistner | CAOPrior Roles: EVP, Merchandise Planning and Operations; SVP Merchandise Planning; VP of FinanceCompanies: DSW, L Brands (Victoria’s Secret)

Randy Whitaker | COOPrior Roles: EVP, Chief Stores Officer; EVP, Store OperationsCompanies: Belk, Inc., Victoria’s Secret

Brian Logan | CFOPrior Roles: Group VP, FinanceCompanies: Abercrombie & Fitch Co., PricewaterhouseCoopers, LLP

Jann Parish | CMOPrior Roles: CMO, EVP Global Product Marketing; SVP Marketing, the Americas & Global UnderwearCompanies: Victoria’s Secret, Calvin Klein, Tommy Hilfiger

Proven Talent

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“People don’t know what they want until you show it to them.”Steve Jobs

The ONLYMerchant LedCannabisCompany

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Concept Market.

Seventh Sense body lotion

preferred 3Xto the market-leading product in a blind study.*

Developed and Launched the Seventh Sense Assortment

(>100SKUs) in only Four Months.

14* Blind study conducted by NorthCliff Consultants, Inc. in March 2019

Seventh Sense dispensary sales are 3X all other CBD products combined*

15* Green Growth Brands daily sales reporting 2019

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CBD Opportunity

THE CANNABIDOIL (CBD) MARKET

CBD Beauty is expected to reach $25 billionby 2029*

*Jefferies, “Insight: CBD in Beauty + Personal Care = Canna“bliss””

CBD Market: Sales*(in billions USD)

0

5

10

15

20

25

30

2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E

$USD in Billions

$5B

$25B

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Strategic CBD Assortment

*Jefferies, “Insight: CBD in Beauty + Personal Care = Canna“bliss””

**Seventh Sense Assortment July 2019 vs. Four Leading Topical Competitors Chart

• High-margin products

• Topicals estimated to become 15% of

skincare market*

• Search trends are +370% YTD and show

signs of enduring, rather than being a fad*

• Topical has not been a focus of the FDA

• Spending on personal care and beauty is

+17%*

• Introducing 41 additional SKUs this summer

and fall

• Competition average price is double

Seventh Sense**

Available Seventh Sense Assortment July 2019**Four Leading Topical

Competitors

Product SKUs Retail Product Total SKUsAverage

Retail

Daily

Body Lotion 7 $16.50 X 5 $34.80

Body Wash 7 $14.50 X 3 $32.00

Bath Salts 2 $18.50 X 1 $60.00

Sugar Scrub 2 $18.50

Bath Bomb 7 $9.50 X 1 $20.00

Body Cream 7 $18.50

Hand Cream 7 $9.50

Therapeutic

Soothing Muscle Balm 6 $19.50 X 5 $35.00

Deep Relief Muscle Balm 1 $29.50 X 2 $82.50

Deep Relief Cream 3 $29.50 X 3 $43.00

Soothing Foot Therapy 7 $19.50

Massage Oil 3 $19.50

Healing Hand Cream 4 $19.50

Restoring Leg and Foot Gel 3 $24.50

Sleep

Pillow Mist 1 $14.50

Sleep Bath Oil 1 $22.50

Sleep Fragrance Oil Rollerball 1 $14.50 X 1 $39.99

Warming Sleep Cream 1 $22.50

Sleep Leg and Foot Cream 1 $24.50

Face Care

Oil Cleanser 1 $24.50 X 1 $40.00

Daily Moisturizer 1 $24.50 X 2 $66.50

Night Cream 1 $34.50

Eye Cream 1 $24.50 X 1 $38.00

Face Serum 1 $29.50 X 3 $60.00

Face Oil 1 $39.50

Lip Balm 8 $7.50 X 2 $19.50

Total 85 $21.15 30 $43.94

Dominant CBD Network

57 Properties (By July)

114 Total Leases

• King of Prussia

• Brea Mall

• Las Vegas South Premium Outlets

• Las Vegas North Premium Outlets

• Woodbury Common Premium Outlets

• Fashion Valley

• Houston Galleria

• Roosevelt Field

• Dadeland Mall

32 Properties (By July)

98 Total Leases

• Glendale Galleria

• Park Meadows

• Christiana Mall

• Oakbrook Center

• The Streets at Southpoint

• Baybrook Mall

• Park Place

• Willowbrook

32 Total Leases

• Garden State Plaza

• Galleria at Roseville

• Topanga

• Valley Fair

• Plaza Bonita

• Topanga

• Valley Fair

• Galleria at Roseville

15 Properties (By July)

56 Total Leases

• Mall of America

• American Dream

• South Lake Mall

• Cherry Creek

• Westfarms

Vertical Retail Distribution Network

Expect More Than 200 Mall-Based CBD Shops By Calendar Year-End 2019

Other Partners

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CBD Mall-Based Shops

BREA MALLBrea, CA

BURLINGTON MALLBurlington, MA

CONCORD MILLSConcord, NC

EMERALD SQUARENorth Attleboro, MA

FAYETTE MALLLexington, KY

GLENBROOK SQUAREFort Wayne, IN

KING OF PRUSSIAKing of Prussia, PA

LAS VEGAS SOUTH PREMIUM OUTLETS Las Vegas, NV

OXMOOR CENTERLouisville, KY

PARK MEADOWSLone Tree, CO

THE STREETS AT SOUTHPOINTDurham, NC

SOLANO TOWN CENTERFairfield, CA

Wise.Beautiful.Nourished.

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21

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Cannabis Opportunity

US CANNABIS MARKET

In the next 5 years, the industry is expected to generate over $28 billion of new revenue from an estimated 14 million new customers.* With global estimates of up to $130 Billion by 2029.**

* Ackrell Capital: 2018 Cannabis Investment Report

** Jefferies Group LLC

Cannabis Market: Sales*(in billions USD)

0

5

10

15

20

25

30

35

40

45

2017 2018E 2019E 2020E 2021E 2022E 2023E

$USD in Billions

$12B

$40B

Rapidly Expanding MSO

24*Timing dependent on Moratoriums

July2019

January 2020

The+Source Henderson Acquisition Closing

Reno, NV Dispensary

Opening

Nye County Dispensary Opening

Northampton, MA Dispensary Opening

Clark County Dispensary Opening*

Boston Real Estate Identification

North Las Vegas Dispensary Opening*

Expect to close on Florida Acquisition

The+Source Performance, Henderson & Las Vegas

Gross Margin Outpacing Revenue Growth Strong increase in number of transactions, revenue and gross margin over last year*

Creating the

Standard of

Cannabis Retail

Deliberate

• Customer flow

• Labor management and staffing

• Assortment architecture

• Store navigation

• Strategies to drive loyalty

Yields

• High productivity

• Enduring loyalty

• Positive comp sales

• Extraordinary product margin

• Profit

25* Green Growth Brands daily sales reporting 2019

THC Product Development

At launch, Happy Camper was the #1 vape seller against 70 SKUs,* Orange Cookies was the #1 concentrate seller at launch and sold out in one week.*

26* Green Growth Brands daily sales reporting 2019

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Moxie HoldingsMoxie

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Led By A Strong, Dedicated Management Team With

David Rosenblatt, Executive Chairman

• Expertise: Technology, Finance, Healthcare, Law

• Companies: Blackrock, Intuit, Arava Power

Daniel Weinstein, Chief Revenue Officer

• Expertise: Consulting, Healthcare, Finance

• Companies: PWC, Dunn Meadow Pharmacy, Merrill Lynch

Kevin Marrone, Founder & EVP, Sales

• Expertise: Sales, Distribution, Scaling cannabis brands from zero to 300+ national retailers

• Companies: Moxie

Zev Scherl, SVP, Corporate Development

• Expertise: Healthcare Investing, Private Equity

• Companies: Merck, Value Health, Pequot Capital, Newspring Capital

Jordan Lams, Founder & CEO

• Expertise: Building and scaling national cannabis brands

• Companies: Moxie, High Times Top 100 Most Influential People in Cannabis

Scott Johnson, SVP, Finance

• Expertise: Corporate Finance, Internal Controls, Reporting/Planning (GAAP & IFRS)

• Companies: Moxie, PFMG Solar LLC, AECOM, Legg Mason, First Consulting Group, Boeing, Toyota, Ernst & Young

Jordan Lams | Founder & CEOPrior Roles: Founder, CEOExpertise: Building and scaling national cannabis brandsCompanies: Moxie, High Times one of Top 100 Most Influential People in Cannabis and EntrepreneurMagazine as a leader in the cannabis space

Josh Haddox | VP Operations - CaliforniaYears of Cannabis Experience: 11Expertise: Cannabis extraction, biological sciences, biochemistryCompanies: Mazer Lab, Fresh Holdings Group

Alex Christensen | Nevada Sales Manager Years of Cannabis Experience: 7Expertise: Marketing, sales, merchandising, brand development, customer relations. Companies: Las Vegas Wellness and Compassion, Green Therapeutics, Las Vegas Cannabis Magazine, Varieties For Life North Hollywood, Samsung, Lacoste, Nike, Wilhelmina.

Alex Belisle | Head of Hydrocarbon ExtractionYears of Cannabis Experience: 7 Expertise: Hydrocarbon extraction, solventless extraction, OSHA compliance, cannabis growing and breeding, quality control. Companies: Moxie 710, HGH Extractions, VFL Collective, Uber, Orlando Productions, Wal-Mart, Rise Records

Michael Boden | Inventory and Distribution Manager Years of Cannabis Experience: 6Expertise: Team Management, Warehouse and Inventory Management, Business Operations and oversight. Managed grows and multiple retail cannabis locations Companies: George II Antiques, Parris European Antiques, Chief industries

Terry Cho | Cultivation technician Years of Cannabis Experience: 8Expertise: Cultivation and extraction Companies: HGH extractions

Zev Scherl | SVP, Corporate Development Years of Cannabis Experience: 4Expertise: General Partner, Vice President, Director Companies: Merck, Value Health, Pequot Capital, Newspring Capital

David Rosenblatt | Executive Chairman Years of Cannabis Experience: 4Expertise: President, General Manager, Chairman Companies: Blackrock, Intuit, Arava Power

Daniel Weinstein | Chief Revenue Officer Years of Cannabis Experience: 5Expertise: CEO, Consultant Companies: PWC, Dunn Meadow Pharmacy, Merrill Lynch

Mike Doyle | Vice President of Market Development Years of Cannabis Experience: 2Expertise: Market Analysis, Opportunity Assessment, Regulatory/Legislative Insight, License Capture, Proposal/Bid Management, Project Management, Process Creation and Refinement, Research, Strategic Planning, Risk/Compliance Oversight, Knowledge Management, Solution Design & Development.Companies: Front Ventures, Cognisight, LLC, Builders Exchange of Rochester, Public Abstract/First American Title

Billy Maddox | Founder and CIO Years of Cannabis Experience: 15+Expertise: Owner/operator 7 prop 215 compliant dispensaries, Facility Designer/Facility, Director at Rite Greens Dispensary, Owner/operator indoor cultivation w/medium light quantity and simultaneous cycles, Co-owner of multi award winning vaporizer the OG Pen Companies: Best Buy, XDoaneX (XDX2), Level4, Juice Box Media, Disney, Hurley, Nike

Phil Martin | Founder/ Project Manager Years of Cannabis Experience: 12Expertise: Cultivation management, extraction process, cost controls, construction management, facility design, facility upgrades, work flow design, people management, team building, operation integration, quality control, project management, facility acquisitions.Companies: HGH Extractions, Caregiver Grower

Significant Bench Of Talent

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Coast-To-Coast Distribution Network With Strong CA Presence

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State/Asset Overview

CA⚫ Mainly wholesale operations with a seed-to-sale license⚫ Processing: currently transitioning out of an 1,100 sq. ft. facility to an 11,000 sq. ft. facility – expected completion in August 2019

PA⚫ 21,000 sq. ft. state-of-the-art cultivation/processing facility in McKeesport⚫ 15,000 sq. ft. of expansion in process and potential for an additional 65,000 sq. ft.⚫ Minority ownership interest

NV

⚫ 15,000 sq. ft. cultivation and processing facility with advisory/IP agreement in-place⚫ Strong retail distribution network with dedicated section for Moxie-branded products in Planet13 store⚫ Minority ownership interest; Moxie controls the operations and has the ability to earn up to 50% ownership, with option to buy

remainder at fair market value

NJ⚫ Licensing agreement⚫ Also applying for medical license in current application process

MI⚫ Signed property purchase agreement & applying for state licensure on an 80,000 sq. ft. cultivation and processing facility⚫ Previously operated under the Care Giver Model

AZ⚫ Brand licensing deal with access to 2 million sq. ft. of cultivation⚫ Wholesale sales began 4/20/2019

OH ⚫ January 2019: won processing license (minority interest)

MX Sport ⚫ Developing a line of CBD athletic products

International⚫ JV agreement in Colombia (processing license and genetic registration pending for 120 seeds)⚫ JV agreement to bring the Moxie brand into the Canadian market with an established company (pending)

Expansion ⚫ WA, OR, CO, NM, OK, NY, MD

Moxie Has Been Awarded Over 80 Industry Extract Awards

31

2015High Times ‘Industry

Trailblazer’ Award For Cannabis Extraction

2018 #1 Brand of the Year

California1

2016 & 2017 #1 Extract Brand in Nevada

22016 & 2017

#1 Extract Brand in Michigan2

2019 #1 Vape & Cartridge – High Times SoCal Cannabis Cup

2015#1 Best CBD Concentrate –

High Times Medical Cannabis Cup

2015#1 Best Hybrid Concentrate

– High Times Medical Cannabis Cup

2017#1 Best CBD Concentrate –High Times SoCal Harvest

Cup

1. California Cannabis Awards

2. Brightfield Group

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Superior Extraction Capabilities & Laboratory-Grade Processes

• Moxie’s mission is to deliver its products with a high-level of consistency and quality by crafting premium cannabis extracts with its innovative processes

• Laboratory-grade, three-step process that uses pharmaceutical-grade equipment in Moxie’s state-of-the-art production facilities in Lynwood, CA and McKeesport, PA

• Peer-reviewed SOPs and commitment to safety that exceeds industry standards (including all lab directors being OSHA HAZMAT Certified) Consistent, Three-Step Process

Degasification

Light Hydrocarbon

Process

Plant Preparation

Shatter Badder Sauce

Capsules Syringe Tinctures

Liquid Vape Pen Live Resin PenDART

StrainsProductsAlpine O.G.

Goji O.G.

Golden Cobra

Grape Valley Kush

Lemonade Haze

Lemon Cookies

Super Lemon Haze

Tangie

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Strong Brand Recognition & Large Product Assortment

34

There are a number of risk factors that could cause future results to differ materially from those described herein. The risks and uncertainties described herein are not the only ones that the Company faces. Additional risks and uncertainties, including those that the Company does not know about now or that it currently deems immaterial, may also adversely affect the Company’s business. If any of the following risks actually occur, the Company’s business may be harmed, and its financial condition and results of operations may suffer significantly.

The Company

The Company has recently been incorporated and has minimal history of earnings. The Company’s lack of operating history may make it difficult for investors to evaluate the Company’s prospects for success. There is no assurance that the Company will be successful, and the likelihood of success must be considered in light of its relatively early stage of operations.

The Company’s actual financial position and results of operations may differ materially from management’s current expectations provided in this presentation. Such information is presented for illustrative purposes only. In addition, the assumptions used in preparing this presentation may not prove to be accurate, and other factors may affect the Company’s financial condition or results of operations. Any potential decline in the Company’s financial condition or results of operations may negatively impact the Company’s ability to complete the Transaction. Some of the financial information on which the information in this presentation is based has been provided by third parties, which financial information management believes to be reliable but there can be no assurances that such information is accurate.

The Company could fail to complete the Transaction, or the Transaction may be completed on different terms

There can be no assurance that the Transaction will be completed, or if completed, that it will be completed on the same or similar terms to those set out herein. The completion of the Transaction is subject to the satisfaction of a number of conditions which include, among others, (i) obtaining necessary approvals, including shareholder and regulatory approvals and all other third party consents, waivers, permits, orders and approvals that are necessary, proper or advisable to consummate the Transaction and (ii) performance by the Company and Moxie of their respective obligations and covenants contained in a definitive agreement and any ancillary agreements that may be entered into in connection with the Transaction. There can be no certainty, nor can the Company provide any assurance, that all conditions precedent will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived and, accordingly, the Transaction may not be completed.

In addition, if the Transaction is not completed, the ongoing business of the Company may be adversely affected as a result of the costs (including opportunity costs) incurred in respect of pursuing the Transaction, and the Company could experience negative reactions from the financial markets, which could cause a decrease in the market price of the Company’s securities, particularly if the market price reflects market assumptions that the Transaction will be completed or completed on certain terms. The Company may also experience negative reactions from its customers and employees and there could be negative impact on the Company’s ability to attract future acquisition opportunities. Failure to complete the Transaction or a change in the terms of the Transaction could each have a material adverse effect on the Company’s business, financial condition and results of operations.

Risk Factors

35

The Company and Moxie may not integrate successfully

The Transaction will involve the integration of companies that previously operated independently. As a result, the Transaction will present challenges to the Company’s management, including the integration of the operations, systems and personnel, and special risks, including possible unanticipated liabilities, unanticipated costs, diversion of management’s attention and the loss of key employees. The difficulties management encounters in the transition and integration process could have an adverse effect on the revenues, level of expenses and operating results of the Company following completion of the Transaction. If actual results are less favourable than the Company and Moxie currently estimate, the business, results of operations, financial condition and liquidity of the Company could be materially adversely impacted.

The ability to realize the benefits of the Transaction will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on the Company’s ability to realize the anticipated growth opportunities and synergies, efficiencies and cost savings from integrating the Company’s and Moxie’s businesses following completion of the Transaction. Operational and strategic decisions and staffing decisions have not yet been made. These decisions and the integration of Moxie into the Company’s operations will present challenges to management, including the integration of systems and personnel, and special risks, including possible unanticipated liabilities, unanticipated costs, and the loss of key employees. The performance of the Company after completion of the Transaction could be adversely affected if the Company cannot retain key employees to assist in the integration and ongoing operations. As a result of these factors, it is possible that the cost reductions and synergies expected will not be realized.

This integration will require the dedication of substantial management effort, time and resources, which may divert the focus of management of the Company and resources from other strategic opportunities following completion of the Transaction and from operational matters during this process. The amount and timing of the synergies the parties hope to realize may not occur as planned. In addition, the integration process may result in the disruption of ongoing business that may adversely affect the ability of the Company to achieve the anticipated benefits of the Transaction.

Moxie is not a reporting issuer, no public disclosure record is available

Moxie is not a reporting issuer in any jurisdiction in Canada nor is it a registrant in the United States, and its securities are not listed or posted for trading on any securities exchange. Moxie is not subject to the reporting requirements and rules and regulations under applicable Canadian or United States securities laws or the rules and regulations of any securities exchange. There is no public disclosure record available for investors to rely upon in evaluating Moxie and its business, results of operations and financial condition.

In addition to the aforementioned risks, the Company may face additional risks including, but not limited to, risks associated with: potential changes in federal, state and local laws, regulations and policies, enforcement of cannabis laws in jurisdictions in which we operate, our reliance on key materials and inputs, potential civil asset seizure and/or forfeiture of property, heightened scrutiny of cannabis industry participants from regulatory authorities, potential changes in energy costs, potential product liability claims, product recalls, the results of clinical research into cannabis and CBD, enforcement actions from United States Customs and Border Control, product leakage, consumer perception and public opinion, litigation, our dependence on our service providers and skilled labour, potential changes to environmental regulations, fraudulent activities by employees or service providers, our reliance on IT systems and IT security, operating a business that deals mainly in cash, including the resulting increased cost of security and risk of fraudulent activities, our ability to deduct certain expenses under Section 280E of the United States Internal Revenue Code, the cost of obtaining insurance and limitations on product marketing and other risks set out under in the Company’s public disclosure, including the risks are described under “Business Risks” in the Company’s Canadian Securities Exchange listing statement and under “Risk Factors, in the Company’s Annual Information Form for the Financial Year Ended June 30, 2018, each filed on www.sedar.com.

Risk Factors (cont’d)

36

Thank You