June 2016

The Hydropothecary Corporation

Confidential presentation

Forward Looking Statement

THE INFORMATION CONTAINED HEREIN, TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS AND ANY OTHER INFORMATION THAT MAY BE FURNISHED BY THE COMPANY, INCLUDES FORWARD---LOOKING INFORMATION. SUCH

INFORMATION IS BASED ON ASSUMPTIONS AS TO FUTURE EVENTS THAT ARE INHERENTLY UNCERTAIN AND SUBJECTIVE. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO THE ATTAINABILITY OF SUCH

ASSUMPTIONS, INCLUDING THE COMPLETION OF A FINANCING OR AS TO WHETHER FUTURE RESULTS WILL OCCUR AS PROJECTED. IT MUST BE RECOGNIZED THAT THE PROJECTIONS OF THE COMPANY'S FUTURE PERFORMANCE ARE

NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY, THAT ACTUAL RESULTS CAN BE EXPECTED TO VARY FROM THE RESULTS PROJECTED AND THAT SUCH VARIANCES MAY BE MATERIAL AND ADVERSE. PROSPECTIVE

INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INVESTIGATION WITH REGARD TO THE COMPANY AND ITS PROSPECTS. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY

ANY SECURITY.

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2020 Marijuana market estimates: US, Canada and World

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Colorado marijuana sales (annualized)

$ 1,207,200,000

Colorado Tourism Factor 50%

Colorado population 5,300,000

Annual revenue per person $ 115

US population 324,000,000

US market estimate $37,000,000,000

Canadian Population 36,000,000

Canadian market estimate $ 4,100,000,000

Population of the world 7,410,000,000

Beer sales worldwide (annual) $500,000,000,000

Beer sales in the US (annual) $101,500,000,000

Worldwide market extrapolation factor 4.93

Worldwide market estimate $182,000,000,000

What is the MMPR ?

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The Marijuana for Medical Purposes Regulations (MMPR) allows Health Canada-licensed commercial industry to produce, sell and distribute dried marijuana under secure and sanitary conditions to Canadians who have been authorized by healthcare professionals to possess dried marijuana for medical purposes. The Controlled Drugs and Substances Act (CDSA) prohibits possession, trafficking, import and export and production of controlled substances, including marijuana, unless authorized by these regulations. (http://www.raps.org/Regulatory-Focus/News/2015/08/26/23079/Canadas-Medical-Marijuana-Regulations-An-Overview/#sthash.XAgEmaWH.dpuf)

Hydropothecary holds a fully authorized and valid federal license under the MMPR. Validity and good standing of our license can be checked here:http://www.hc-sc.gc.ca/dhp-mps/marihuana/info/list-eng.php

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Year round production: Crop 1 - 2016

There are 33 licensed producers in Canada compared to over 3,000 producers in California for about the same population (36m).

Only 19 producers in the MMPR have full licenses including Hydropothecary.

Hydropothecary is fully licensed and currently shipping across Canada

Hydropothecary holds the only federal marijuana license in the province of Quebec

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Map courtesy of Health Canada

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After Dinner - April 2016

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Milestones

August

2015

March October November

2016

MayAugustFallFallWinter

Inception of Hydropothecary

Receipt of Initial License to Produce Medical Cannabis

First Harvest Convertible Debt

($1.0M)

Receipt of License to Sell Medical Cannabis

2013

Receipt of Supplemental

License to Produce Cannabis Oils

2014

Spring

Financing

($3.1M $3/sh)

December

Friends & Family raise

($1M @ $1/sh)

December

Acquisition of 167151 Canada Inc.

Summer

Convertible Debt

($0.5M & $0.25M)

CCAN negotiations and

$1M Deposit

EBITDA

Break-even

Building 5 operational

June

Financing

($2.7M @$4.50/sh)

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Board of Directors

Board Members

Dr. Michael Munzar, MDChairman of the board

Medical Doctor, Vice President of Medical and Regulatory Affairs at Osta Biotechnologies, former President of Serex, Inc., Medical Director of Nymox Pharmaceutical Corporation

Sebastien St-Louis, MBADirector and Chief Executive Officer

President and founder of Shield Real Estate Investments Inc. and former CFO of Wholesale Autoparts Warehouses, Former senior account manager at Business Development Bank and Export Development Canada

Adam MironDirector and Chief Brand Officer

Co-founder of iPolitics.ca and News Cloud Overseas as well as former National Director of the Federal Commission for the Liberal Party of Canada

Jason EwartDirector

CEO of Fountain Asset Corp

New AppointmentDirector

2016

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1010

Adam MironChief Brand Officer and

Director

▪ Co-founder of The Hydropothecary

▪ President of 7am Media▪ Chief information officer of

iPolitics (Canada), an influential new voice in Canadian politics

▪ Foreign political affairs consultant (Morocco)

▪ Vice president of sales and marketing at Pondstone Communications

▪ National Director of Federal Liberal Commissions

Sebastien St-LouisChief Executive Officer and

Director

▪ Founder of The Hydropothecary▪ President & chief investment

officer of Shield Real Estate Investments, an asset management company that now manages $2M+

▪ CFO of wholesale Autoparts Warehouses

▪ Held several senior level positions at Business Development Bank of Canada, Export Development Canada

Founders & Partners

Louis GagnonVP Production

▪ Over thirty years of experience in horticulture

▪ Owned & operated a large horticulture facility at the current site of Hydropothecary

▪ Specializes in the cultivation of difficult-to-harvest flowers and plants and is familiar with hundreds of different varieties

▪ Recipient of agricultural excellence award from the provincial Minister of Agriculture

▪ International seed propagation program for African Hortensias

Senior Leadership

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Ed ChaplinChief Financial Officer

▪ CFO of The Hydropothecary▪ Vice president of finance and

administration at SolaCom Technologies

▪ Interim corporate controller at Arise Technologies Corporation

▪ Vice president of finance at BTI Photonic Systems

▪ Corporate controller and accounting manager at Corel Corporation, a Canadian software company specializing in graphics processing

▪ Audit senior at Ernst & Young

Dr. Shane Morris, PhDVP Stakeholder Relations &

Scientific Affairs

▪ Former Director, Policy Leadership and Reporting at the Major Projects Management Office for the Government of Canada

▪ One of three final candidates for Director position at Office Medical Cannabis, Health Canada

▪ Doctoral Thesis on Plant biotechnology, GM crop regulation

James McMillanVP Business Development

▪ Former Managing Director of UberGreen Technologies

▪ Former VP Business Development of Live Qos

▪ 19 years experience as senior sales leader.

▪ Strong background in market developments & proven leader in new market identification

▪ Expanded firms into international markets

Max CyrSenior Manager, Customer

Experience

▪ Past Supervisor, MMAR Police and Client Services, Health Canada

▪ Oversaw a team of over 20 officials responsible for communicating and policing various aspects of the Marihuana Medical Access Program and Marihuana for Medical Purposes Regulations (MMPR), as well as the 24/7 police services hotline.

Organizational Chart

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What is a responsible person in charge (RPIC) ?

An RPIC has passed deep background, security and criminal record checks with the Royal Canadian Mounted Police (RCMP) and the Canadian Security Intelligence Service (CSIS). The MMPR requires at least one RPIC per license. An RPIC is also required to supervise activities with marijuana. Hydropothecary has 11 RPIC designations. RPIC applications are submitted to Health Canada, RCMP and CSIS as operations require.

Senior Management Team

Strategic Roadmap

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65-Acres in Québec, Canada

By operating greenhouses at scale, the company maintains the lowest per square foot capital expenditures and the lowest per

gram production cost in the country. In Quebec, hydro electricity rates, our largest input, are 5 cents a kwh compared

to 12 cents per kwh in the USA (16 cents CDN) or 15 cents in Ontario (18 competitors).

Licensed ProductionBuilding 2 currently producing and supporting $8m sales.

Building 5 is built, needs to be equipped and will be operational in Q2 2016, Expansion 1 brings total production to 2 acres in 2017.

Expansion 2 brings total production to 30,000kg on 10 acres. This can be phased in as new distribution becomes legal (pharmacies).

Expansion 3 on the south side of our lot brings production to 120 metric tons a year and can support over $1 billion in sales. This will be phased in with recreational sales.

Hydropothecary is located 30 minutes east of Ottawa on a 4 lane highway. We have successfully shipped to clients in British columbia within 24 hours and same day in Quebec.

Building 7(Nursery)

Building 5(greenhouse)

1 Acre3,000 Kg/yearCapex: $2.0mBuilding 2

7,000 sq ft600 Kg/year

Building 3&4(extract lab,

genetics bank)

Building 1(vault, shipping)

Hydropothecary 120 ch de la RiveGatineau, Quebec J8M 1V2

65-acres

Expansion 2(Est. 2017)+6 Acres

+24,000 Kg/yearCapex: $30m

Supporting $216m salesExpansion 1(Est. 2016)

+1 Acre+3,000 Kg/yearCapex: $2.5m

Expansion 3 (Est. 2018)+40 Acres

+120,000 Kg/yearCapex: $150mSupporting $1B

sales

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Building 6(expanded shipping, packaging and lab)

Capex:$3.0m

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North View January 2016

Hi-Tech “Pharming”

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Curved glass roofCO2 distribution

Electronic plant identification and datamatrix tracking

Automatic lighting and blackout curtains

Photovoltaic and environmental sensors

Electronic environmental controls

Product Offering

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Product Estimated Timing

Dried Marijuana flower Currently selling

Dried Marijuana loose leaf Currently selling

Dried Marijuana powder Currently selling

Oils (diluted in olive, coconut and MCT oil) 2016

Resin (to other licensed producers) 2016

Whole plant products (seeds and cuttings direct to patients)

2017

Softgel caps 2017

Edibles 2018

Nutraceuticals (animal health) 2018

Powdered cannabinoids 2018

Drinks 2018

Creams 2018

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High end packaging & design

Brands

The only high-end medicalmarijuana brand in Canada.

The only private labels in Canada with over 50 branded products currently on the market.

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Sales Strategy

2020

Medical marijuana clinics

Contracts with medical marijuana clinics (150 in Canada and growing, currently Hydropothecary has 46 clinics under contract) for 15% revenue share. Private label with demographic specific premium and down market brands. Tailored compensation plans for private label clinics up to 40% depending on patient profitability. Maintain IP on all brands and private labels.

Digital Arms length online clinic that provides prescriptions to Hydropothecary patients. 600 domains and landing pages (25 initially) demographic targeted and SEO marketing. Two product price tiers and multiple brands (leveraging successful private labels) to cover premium and mid market.

Pharmacies Immediate wholesale into hospital pharmacies beginning in province of Quebec. Wholesale supply agreements with Shoppers Drug Mart, Rexall and Jean Coutu. Compete on quality and price. Mail order wholesale to the pharmacy chains. Products include oils, dried flower, milled product and soft gel caps.

Federally regulated retail

Add physical product on site to pharmacies as regulations allow. Wholesale into federally regulated dispensaries. Open high end Hydropothecary “Apple Store/Nescafe model”. Nursery program for whole plant sales direct to patients.

Liquor store distribution

Founding member of Responsible Retail Alliance of British Columbia - partnership of 800 privately owned and 200 government owned liquor stores and liquor unions. Wholesale contracts for dried flower, and full range of edibles and drinks. Replicate in other provinces.

Expanded mail order distribution from LPs

Verification of age vs prescriptions and mail order distribution of recreational marijuana supported by online “amazon” model, partnerships with other online brands and sites for advertising.

Pricing Strategy - Productization of a Commodity

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The Hydropothecary Time of Day line is priced at a premium of 179% ($15.00/$8.36) compared to the competitions' average pricing, well within the consumer-accepted range of masstige.

Analysis of commodities in other industries reveals that consumers pay a premium of 184% to 481% and above for top brands of the same commodity. Based on this, the marijuana market should support a minimum of a 300% premium above the commodity price for the right product and service mix.

Like Starbucks makes the coffee crop into a branded product, we will make the marijuana crop into a branded product. We will leverage the premium position of our top brand into mid market verticals (eg. Johnny Walker Blue, Black, Red).

Consumers want a top quality customer service offering to go with a top quality product. Customers are willing to pay significantly more than is being charged by some Licensed Producers (LPs).

A higher price will positively influence the buying decision of customers switching to marijuana for the first time or create the impression of a better product - in economics this is known as a Veblen Good). A higher price will also serve as a key advertise-able differentiator in a heavily regulated industry where advertising and promotion is restricted.

Customer Offering

Hydropothecary Tweed Mettrum Bedrocan OrganiGram Aphria Emerald

CBD over 10%

THC above 20%

Branded products (no street names)

Sun grown

Bud-only (no trim)

Free evening & weekend delivery

Guaranteed supply on all products

24/7 Police support line

24/7 Client support line

Satisfaction guarantee

Glass jar

Pro

du

cts

Cu

sto

mer

Ser

vice

Based on competitor’s websites and competitor’s customer service responses to our inquiries on March 15, 2016

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Monthly Sales for 2015 and 2016 ($Thousands)

2323

Annual Sales ($Millions)

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Competitive ratios

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Average competitors based on pubic filings

for:Aphria, Aurora, Canopy Growth, Emerald Health,

Mettrum, Organigram, Supreme

Hydropothecary Percent by which Hydropothecary is

beating the competition

Cost of production per gram 2.17 1.55 29%

Average sale price per gram 7.89 14.39 82%

Average revenue per customer per month

152 406 166%

Revenue Growth Quarter over Quarter

151% 208% 37%

Comparative sales ramp

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Hydropothecary

A key time to invest at a large valuation inflection point

2727

Enterprise Value for competitors based on

pubic filings for:Aphria, Aurora, Canopy Growth, Emerald Health,

Mettrum, Organigram, Supreme

Hydropothecary EV based on public market rates by metric today

Hydropothecary EV in October 2016 with completion of building 5 (not counting revenue growth)

EV for each KG of 2016 Production Capacity

$46,904 $28,142,314 $140,711,571

EV for each KG of Licensed Sales Capacity on January 2016

$46,761 $16,366,360 $93,522,056

EV for each $1m of revenue in the last quarter

$41,662,931 $39,413,133 $39,413,133

Average Valuation $27,973,936 $91,215,587

6 month increase 326% $63,241,651

Hydropothecary Capitalization as of

June 28, 2016

Common Shares Outstanding (Treasury Share Method (TSM) assuming convertible debt converted)

6.5M

Fully Diluted (includes options, debentures and warrants) 7.3M

Capitalization

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Summary

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Comprehensive approach: cultivation, distribution, and added value manufacturing of cannabis under Canada’s new Marijuana for Medical Purposes Regulations (MMPR)

Largest land license for cultivation of medical marijuana in Canada

Lowest input costs for cultivation of medical marijuana in Canada

Strong outlook for medical marijuana market in Canada, expected to grow 27.4% CAGR to $1.32B USD on the medical side by 2024

Patient distribution network of 50+ medical marijuana clinics across Canada

Insured-patient driven medical strategy with exclusive Quebec markets

High barriers to entry, including license, capital and proprietary genetics

$Multi-Billion recreational market in Canada by 2020

Contact information:

Sebastien G. St-Louis, MBA. BA.CEO, Hydropothecary.com

sebastien@thehydropothecary.com cell: +1-613-293-4515

120 Chemin de la RiveGatineau, QC, J8M 1V2

Toll free: +1-844-406-1852

Appendices

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Federal requirements, operations and governance

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Federal Requirements:● 24/7 security monitoring through Chubb Security● 2 year video coverage, laser perimeter, seismic sensors● Product storage vaults (level 9 narcotics vault which can hold $35m of marijuana and 2 level 10 vaults which

can each store $150m of product already built.)

Operations● Automated production technology

○ Environmental controls 24/7x52○ CO2○ Lighting system (additive and blackout)

● ICS/CES – proprietary inventory control system and CRM software○ Sovereign two-site data backup

● Physical genetics backup● IP on brands through contracts and trademarks

Governance (a federal license allows standard business practices unlike the US)● Insurance coverage including: Commercial General Liability, Property, Product Liability and Directors and

Officers insurance through major underwriting companies● US and Canadian dollar bank accounts with:

○ TD Bank○ Desjardins Bank

● Auditors: Deloitte● Cashless operations - Moneris credit and debit card processing

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Political landscape

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All three major Canadian political parties support legal marijuana:The MMPR was put in place by the right wing Conservative government in 2013 under order of the Supreme court of Canada to provide access to marijuana for Canadians. The now governing center-left Liberal government and Prime Minister Justin Trudeau announced at the throne speech and ordered the justice and health minister to legalize recreational marijuana. The third left-most party in Canada, the NDP is a supporter of legalisation of recreational marijuana.

Government is willing to bypass legislative process to increase powers under the MMPR:On July 7th, Health Canada used Section 56 amendments to quickly add powers to the MMPR and allow licensed producers to produce and sell cannabis oil. International treaty modifications can be done in the same way.

The MMPR license will remain a barrier to entry to competitors, even in the legalization of the recreational market:During the Senate committee hearing on Feb 24 2016, Clive Weighill, President of the Canadian Association of Chiefs of Police (CACP) recommended that only approved licensed producers should be part of [the legalization of recreational marijuana]

On March 24 2016, the Health Minister announced that the federal government will not appeal the Allard decision, which calls for new regulations governing marijuana access for Canadians by August 24 2016. http://ipolitics.ca/2016/03/24/government-will-not-appeal-the-allard-medical-pot-ruling-philpott/The Minister of Health also announced in their Report on Plans and Priorities and the Treasury Board approved funding to continue to implement the MMPR.http://www.healthycanadians.gc.ca/publications/department-ministere/hc-report-plans-priorities-2016-2017-rapport-plans-priorites-sc/index-eng.php#ii_2.5.2

Conclusion1) MMPR licenses will remain the only commercial scale production facilities for both medical marijuana and recreational marijuana

2) MMPR licenses will be getting a broad upgrade by Aug 24 2016.

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