Disclaimer

General

This website is a presentation of general background information regarding the activities of GrowX Global “GrowX”. The information contained in this presentation is derived solely from publicly available information concerning GrowX and does not purport to be all inclusive or to contain all of the information that an investor may require in order to evaluate whether to make an investment in GrowX. Information in this website is current as of April 30, 2018.

This presentation does not constitute or form part of any offer or invitation to the public for the sale or purchase of securities nor shall it or any part of it form the basis or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever. Recipients of this presentation who are considering acquiring securities of GrowX are reminded that any such purchase or subscription must not be made on the basis of the information contained in this presentation.The contents of this presentation are not to be construed as legal, financial or tax advice. Each prospective investor should contact his, her or its own legal advisor, independent financial advisor or tax advisor for legal, financial and tax advice.

No representation or warranty, express or implied, is made or given by or on behalf of GrowX or any of its subsidiaries or any of the directors, officers or employees of such entities as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is accepted by any person for such information or opinions. In furnishing this presentation, GrowX does not undertake or agree to any obligation to provide any additional information or to update this presentation or to correct any inaccuracies in, or omissions from, this presentation that may become apparent. No person has been authorized to give any information or make any representations other than those contained in this presentation and, if given and/or made, such information or representations must not be relied upon as having been so authorized. The information and opinions contained in this presentation are provided as of the date of this presentation. In this presentation, all amounts are in Canadian dollars unless otherwise indicated.

Forward-Looking Statements

This presentation contains forward-looking statements regarding GrowX. Forward-looking statements are statements that relate to future events or future financial performance. In some cases, you can identify forward-looking statements by the use of terminology such as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “predict”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements speak only as of the date of this presentation. This presentation also contains financial outlooks (“Outlooks”) within the meaning of applicable securities laws. The Outlooks have been prepared by our management to provide an outlook of our activities and results and may not be appropriate for other purposes. The Outlooks have been prepared based on a number of assumptions. The actual results of operations of GrowX and the resulting financial results may vary from the amounts set forth herein, and such variation may be material. Management believes that the Outlooks have been prepared on a reasonable basis, reflecting management’s best estimates and judgments. Any Outlooks in this presentation are made as of the date of this presentation and are based upon the information available to us as of that date. Examples of forward-looking statements in this presentation include statements pertaining to, among other things: the expected legalization of recreational cannabis use and the anticipated legal framework for sales of recreational cannabis; GrowX’s plans to develop independent marketing and sales strategies for the medical and recreational markets; the potential market for cannabis consumption following legalization of recreational use cannabis; the potential legal framework for the Canadian retail cannabis market; GrowX’s exploration of integration into retail sales; the potential effect of retail expansion on sales and sales costs; the competitiveness of GrowX’s per gram production costs; GrowX’s financial projections for the future; GrowX’s intention to enter into relationships with doctors and clinic aggregator services that refer patients to licensed cannabis producers; and the future importance of relationships with retail pharmacy chains.

Material assumptions supporting these forward-looking statements include, among other things: that recreational cannabis will be legalized and legalization will allow sales through retail cannabis shops and pharmacies; assumptions regarding the number of consumers in the recreational use cannabis market, the consumption of such users, and the retail price of recreational use cannabis; that increasing the scale of GrowX’s operations will reduce its per gram production costs to a level that will be competitive with the industry’s lowest cost producers; assumptions regarding the amount of cannabis that can be produced per square foot, the expected selling price of such cannabis and GrowX’s timeline for the construction of its production facility; that we will be able to obtain any necessary financing on acceptable terms; and assumptions regarding our management team’s ability to implement our business plan, and general economic and financial market conditions.

Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including risks related to: regulatory risks; changes in laws, regulations and guidelines; reliance on GrowX’s license from Health Canada; approval of additional production space from Health Canada; limited ability to market cannabis products; GrowX’s limited operating history; reliance on a single production facility; reliance on current management; failure to complete proposed expansion program; failure to secure additional financing; potential lack of profitability; competition; agricultural business risks; rising energy costs; transportation costs and disruptions; unfavourable consumer perception of cannabis; product liability; shelf life of inventory; product recalls; failure to develop and market new products; reliance on key inputs; dependence on suppliers and skilled labour; limitations on sales forecasting; variable revenues and earnings; operating risk and insurance coverage; ability to manage growth; litigation; share price fluctuations; lack of dividends; limited market for shares of GrowX; cyber security risks; environmental and employee health and safety regulations; and other factors beyond our control. These risks, as well as risks that we cannot currently anticipate, could cause our actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by the forward-looking statements in this presentation. Although we believe that the expectations reflected in the forwardlooking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including applicable securities laws, we do not intend to update any of the forwardlooking statements to conform these statements to actual results.

Forward-looking statements are statements that relate to future events or future financial performance. In some cases, you can identify forward-looking statements by the use of terminology such as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “predict”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements speak only as of the date of this presentation. This presentation also contains financial outlooks (“Outlooks”) within the meaning of applicable securities laws. The Outlooks have been prepared by our management to provide an outlook of our activities and results and may not be appropriate for other purposes. The Outlooks have been prepared based on a number of assumptions. The actual results of operations of GrowX and the resulting financial results may vary from the amounts set forth herein, and such variation may be material. Management believes that the Outlooks have been prepared on a reasonable basis, reflecting management’s best estimates and judgments. Any Outlooks in this presentation are made as of the date of this presentation and are based upon the information available to us as of that date. Examples of forward-looking statements in this presentation include statements pertaining to, among other things: the expected legalization of recreational cannabis use and the anticipated legal framework for sales of recreational cannabis; GrowX’s plans to develop independent marketing and sales strategies for the medical and recreational markets; the potential market for cannabis consumption following legalization of recreational use cannabis; the potential legal framework for the Canadian retail cannabis market; GrowX’s exploration of integration into retail sales; the potential effect of retail expansion on sales and sales costs; the competitiveness of GrowX’s per gram production costs; GrowX’s financial projections for the future; GrowX’s intention to enter into relationships with doctors and clinic aggregator services that refer patients to licensed cannabis producers; and the future importance of relationships with retail pharmacy chains. Material assumptions supporting these forward-looking statements include, among other things: that recreational cannabis will be legalized and legalization will allow sales through retail cannabis shops and pharmacies; assumptions regarding the number of consumers in the recreational use cannabis market, the consumption of such users, and the retail price of recreational use cannabis; that increasing the scale of GrowX’s operations will reduce its per gram production costs to a level that will be competitive with the industry’s lowest cost producers; assumptions regarding the amount of cannabis that can be produced per square foot, the expected selling price of such cannabis and GrowX’s timeline for the construction of its production facility; that we will be able to obtain any necessary financing on acceptable terms; and assumptions regarding our management team’s ability to implement our business plan, and general economic and financial market conditions. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including risks related to: regulatory risks; changes in laws, regulations and guidelines; reliance on GrowX’s license from Health Canada; approval of additional production space from Health Canada; limited ability to market cannabis products; GrowX’s limited operating history; reliance on a single production facility; reliance on current management; failure to complete proposed expansion program; failure to secure additional financing; potential lack of profitability; competition; agricultural business risks; rising energy costs; transportation costs and disruptions; unfavourable consumer perception of cannabis; product liability; shelf life of inventory; product recalls; failure to develop and market new products; reliance on key inputs; dependence on suppliers and skilled labour; limitations on sales forecasting; variable revenues and earnings; operating risk and insurance coverage; ability to manage growth; litigation; share price fluctuations; lack of dividends; limited market for shares of GrowX; cyber security risks; environmental and employee health and safety regulations; and other factors beyond our control. These risks, as well as risks that we cannot currently anticipate, could cause our actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by the forward-looking statements in this presentation. Although we believe that the expectations reflected in the forwardlooking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including applicable securities laws, we do not intend to update any of the forwardlooking statements to conform these statements to actual results.

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