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June 2017

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Page 1: PowerPoint Presentation€¦ · 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

June 2017

Page 2: PowerPoint Presentation€¦ · 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

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, 2016, which is 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.

2

Page 3: PowerPoint Presentation€¦ · 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

Market Facts

PRICE

TSX:VFF

OTCBB:VFFIF

CDN$1.90

MARKET CAPITALIZATION

~CDN$74M

SHARES OUTSTANDING

38.8M (basic)

41.0M (diluted)

52 WEEK HI/LOW

CDN$1.99

CDN$1.18

MANAGEMENT & BOARD

OWNERSHIP

~30%

3

LISTING SYMBOL

(As of June 6, 2017)

Page 4: PowerPoint Presentation€¦ · 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

Industry Leader in Large-Scale, High Tech, Low-Cost Greenhouse Growing

10.5 M (240 ACRES) OF

GREENHOUSE CAPACITY

TECHNOLOGICALLY ADVANCED

GREENHOUSE FACILITIES

IN PRODUCT QUALITY & SAFETY

750 YEARS OF EXPERIENCE

sq. ft.

30 YEARS IN OPERATION

2016 REVENUE1

2016 EBITDA1

C$206M

C$12.5M

4

1. Converted to Canadian dollars at $0.75.

MASTER GROWER TEAM WITH

INDUSTRY LEADER

Page 5: PowerPoint Presentation€¦ · 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

Vertically-integrated provider of premium produce to grocers across North America

Greenhouse growing produces a more consistent, higher quality product that customers demand and that commands a premium price

Exclusive varieties address consumer demand in the specialty growth segment

Strategically located greenhouses and logistics and distribution chain ensure the freshest, highest quality produce

Marquee customers across the U.S. and Canada

Premium Produce Grown In the Most Sustainable, Resource-Efficient Manner 5

Page 6: PowerPoint Presentation€¦ · 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

Strategically Located Operations and Distribution Network

3 facilities / 110 acres

(4.8M sq. ft.)

British Columbia

VF Owned

4 facilities / 130 acres

(5.7M sq. ft.)

Texas

VF Owned

Ontario

Our logistics and distribution chain ensures the freshest, highest-quality produce reaches consumers across Canada and the U.S.

6

Partner Greenhouses

Ontario: 65 acres

British Columbia: 25 acres

Mexico: 50 acres

Mexico

Page 7: PowerPoint Presentation€¦ · 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

Financial Profile 7

(All figures in Canadian dollars unless otherwise stated)

At March 31, 2017

Cash: $5.2 M

Long-Term Debt: $59 M

FY 2016

Revenue: $209 M (US$156 M)

EBITDA: $12.6M (US$9.4)

EBITDA Margin: 6%

EBITDA (C$ MILLIONS)

$13.8

$10.1

$14.1 $12.6

$11.6

$0

$5

$10

$15

2013 2014 2015 2016 LTM Q1/17

REVENUE (C$ MILLIONS)

$147.2 $158.9

$196.9 $209.1 $210.7

$0

$50

$100

$150

$200

$250

2013 2014 2015 2016 LTM Q1/17

Page 8: PowerPoint Presentation€¦ · 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

CANNABIS JOINT VENTURE: A TRANSFORMATIONAL OPPORTUNITY

Low Cost, Industry-Leading Scale with Speed To Market

Page 9: PowerPoint Presentation€¦ · 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

Projected shortfall of supply based on current capacity and

market demand

Apply low-cost, high tech greenhouse growing expertise

4.8M sq. ft. of existing

greenhouse capacity

(potential yield of 300,000 kg)

1. Medical and non-therapeutic adult use markets. Does not include export market Source: Deloitte Report: “Recreational Marijuana – Insights and Opportunities.

.

Market Need Transformational

Opportunity

Canadian Cannabis demand estimated to grow to

~600,000 kg by 20211

Potential to address substantial portion of the market

9 Ability to Capitalize on Market Opportunity

Page 10: PowerPoint Presentation€¦ · 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

Complementary Partners

Initial Contribution:

1.1 M sq. ft. (25 acre) greenhouse (leased to JV)

50% Ownership

Initial Contribution:

$20M cash

High-tech, low-cost greenhouse growing &

agricultural product safety expertise

Cannabis industry compliance and licensing expertise

Joint Venture

for large-scale, high quality,

low-cost cannabis

production

50% Ownership

Options to lease additional 3.7 M sq. ft. (85 acres) of growing capacity

10

Cannabis IP, including portfolio of high-quality genetics

Page 11: PowerPoint Presentation€¦ · 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

Emerald Health Therapeutics

Uniquely focused on application of cannabis to improve conventional pharmaceutical therapeutics

Direct cannabis industry experience

• Licensed producer under ACMPR – 8th licensed issued

Proven management team with extensive experience in pharma and agri-business

Well capitalized: $40M in treasury

(TSXV:EMH) 11

Page 12: PowerPoint Presentation€¦ · 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

Leaders in High-Tech, Low Cost Greenhouse Growing

Passionate about growing

Combined 750 years of master grower experience from multiple growing regions around the world

Have achieved record production yields for the industry

Experts in agricultural product safety

Leader in agricultural research and foremost in North America for developing improvements in greenhouse production technology

Applied Research Division continually making advancements in Climate Engineering, Plant Biology & Pathology, Entomology, and Ecology

Deep Greenhouse Growing Experience

Advanced Greenhouse Technology

• Biological control • Pesticide registrations

Cannabis is an agricultural product like any other

12

Page 13: PowerPoint Presentation€¦ · 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

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

Greenhouse growing provides significant capital and operating cost efficiencies

• Lower energy needs

• Greater economies of scale

• Allows for greater scale

GOAL: Be the Low-Cost Cannabis Producer in Canada

Existing state-of-the-art greenhouses with significant scale minimizes capital costs and provides faster time to market

conservative target of

<$1.00/gram vs. industry avg. of

$2.25/gram1

Village Farms is one of the lowest-cost greenhouse growers of tomatoes & cucumbers in Canada/U.S.

13

1. Source: Public company filings and Office of the Parliamentary Budget Office - Legalized Cannabis: Fiscal Considerations.

Page 14: PowerPoint Presentation€¦ · 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

Phase 1: Delta 3 Greenhouse

>50%

1.1 M sq. ft. of greenhouse capacity

75,000 kg annually

projected EBITDA margins of

vs. mid-single digits for produce in Canada

potential to generate revenue of

10-15x that of produce

Significantly more profitable use of existing greenhouse assets

14

(25 acres) conservative projected yield of

Page 15: PowerPoint Presentation€¦ · 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

Step-Function Future Growth Opportunity

4.8M sq. ft. (110 acres) of total growing capacity

conservative projected yield of

300,000 kg annually

Delta 2 Delta 3 Delta 1 1.1 M sq. ft.

(25 acres) 1.1 M sq. ft.

(25 acres)

2.6 M sq. ft. (60 acres)

JV has options to lease Delta 1

and Delta 2 greenhouses

15

Page 16: PowerPoint Presentation€¦ · 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

Critical Path and Key Milestones

June 6, 2017 June 2017

Completion of Tomato

Crop

First Cannabis Revenue

Commence Conversion of

Delta 3 Greenhouse

Obtain Cultivation

License

Completion of

Conversion to Licensing Standards

Summer 2017 Target: March 2018

JV Created Initiate Cultivation

License Process

November 2017 Expect to begin growing

by late 20181

Obtain Selling License

1. Subject to receipt of cultivation and sales licenses.

Use of existing greenhouse facilities provides JV with speed to market

16

Page 17: PowerPoint Presentation€¦ · 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

Canadian Cannabis Market Fundamentals

Medical Market

Canadian industry for legalized medical cannabis was born in the early 2000s +

Currently 45 registered LPs (owned by 37 companies)

• Registered patient base has grown 10% month-over-month and 200%+ annually since June 2014

• Average price across public LPs is ~$8.00/gram

Currently regulated by the Access to Cannabis for Medical Purposes Regulation

Poised to grow 10-fold to $1.3 B by 20241

Non-therapeutic Market

Legislation tabled for the legalization of non-therapeutic

cannabis

$5to $9B market opportunity2

17

Estimated that >30% of Canadians would use cannabis

if it was legalized1

1. Health Canada. 2. Deloitte Report: “Recreational Marijuana – Insights and Opportunities.

Page 18: PowerPoint Presentation€¦ · 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

Projected Near-Term Shortfall of Supply in Canada

JV Has the Potential to address ~1/2 of the overall market

18

Estimated Existing Industry Production Capacity:

~80,000 kg

Estimated Demand by 2021:

600,000 kg

Page 19: PowerPoint Presentation€¦ · 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

Industry Capacity 19

JV will be a large-scale producer of cannabis

Capacity and Announced Future Capacity of Public LPs with Market Capitalization Greater than $200 million

As at June 5, 2017. In C$ millions. Source: Research analyst estimates and company filings based on last reported capacity and disclosed growth strategy (1) Fully diluted market capitalization calculated using treasury method

Market Cap (C$MM)(1) n/a $769 $732 $1,202 $392 $858 ~$256 avg. Capacity Growth 19x 9x 2x 42x 5x 6x

300,000

100,000 75,000

57,000 50,000 35,000 78,000

Joint Venture Other

Current Capacity (kg) Future Capacity (kg)

JV can quickly become the largest scale producer of

cannabis

Existing LPs will attempt to meet demand through greenfield development requiring

hundreds of millions of dollars

Page 20: PowerPoint Presentation€¦ · 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

v

Significantly De-Risked Opportunity

30-year operating history as high-quality, low-cost

greenhouse grower

Cannabis is an agricultural product

like any other

Greenhouse growing has significant quality, scale,

and cost benefits

High barriers to entry to greenhouse growing due

to capital costs and requisite expertise

Partner with direct cannabis industry/licensing experience and portfolio of high-quality

genetics

Growth opportunity through lease options on additional

existing greenhouses

20

Use of existing, state-of-the-art greenhouses

Agricultural product expertise

v Speed to market to address

non-therapeutic opportunity

Page 21: PowerPoint Presentation€¦ · 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

JV Provides Strengthened Ability to Execute on Produce Growth Strategy

Organic initiatives to expand capacity at U.S. operations

Well positioned to lead consolidation of a fragmented industry

• Only greenhouse grower in North America to have completed a major acquisition

Village Farms will continue to be one of the largest, highest-quality, lowest-cost greenhouse growers of produce serving national grocers in the U.S. and Canada

21

Page 22: PowerPoint Presentation€¦ · 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

Investment Proposition

Solid produce business as one of the largest, most experienced, high quality, low-cost greenhouse growers

Diversification into cannabis is a transformational opportunity

JV creates large-scale, greenhouse-grown cannabis entity with the goal and capability of being the low-cost producer in Canada

22

Use of existing greenhouse facilities for cannabis production provides advantage of speed to market to address near-term supply shortfall

Growth opportunities in both existing produce and cannabis JV

Page 23: PowerPoint Presentation€¦ · 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

June 2017