MAY 2019

This document provides a descrip1on of EXM

CEUTICALS INC. (“EXMceu1cals” or the

“Company”) and its business. Prospec1ve

investors are encouraged to obtain independent

legal advice concerning any investment in

securi1es of EXMceu1cals and should not base

their decision on whether to invest in

EXMceu1cals solely upon the material provided

herein. There are no representa1ons or

warran1es made herein by EXMceu1cals or the

agents, if any, of the proposed offering of any

securi1es or debt instruments in the Company

(the “Agents”) and investors will only be able to

rely on the representa1ons and warran1es

contained in the subscrip1on agreement to be

entered into at the 1me of sale of the

securi1es. There are certain risks inherent in an

investment in the securi1es of EXMceu1cals

that prospec1ve investors should carefully

consider before inves1ng in the securi1es of the

Company. This document cons1tutes an

offering of the securi1es described herein only

in those jurisdic1ons and to those persons

where and to whom they may be lawfully

offered for sale, and only by persons permiLed

to

This corporate document contains statements

that, to the extent that they are not historical

fact, may cons1tute “forward-looking

statements” within the meaning of applicable

securi1es legisla1on. Any statements regarding

future plans, objec1ves or economic

performance of EXMceu1cals , or the

assump1on underlying any of the foregoing,

cons1tute forward-looking informa1on. This

corporate document may use words such as

“may”, “would”, “could”, “will”, “likely”,

“except”, “an1cipate”, “believe”, “intend”,

“plan”, “forecast”, “project”, “es1mate”,

“outlook”, and other similar expressions to

iden1fy forward-looking statements. Actual

results, performance or achievement could

differ materially from that expressed in, or

implied by; any forward-looking statements in

this corporate document, and, accordingly,

investors should not place undue reliance on

any such forward-looking statements.

Forward-looking informa1on involves

significant risks, assump1ons, uncertain1es

and other factors that may cause actual future

results or an1cipated

Legal Disclaimer Forward-Looking Information

sell these securities. This document is not, and

under no circumstances is it to be construed as

an advertisement or a public offering of these

securities. This document is personal to each

offeree and does not constitute an offer to any

other person or to the public generally to

subscribe for or otherwise acquire any of the

securities referred to herein. No securities

regulatory authority or similar authority has

reviewed or in any way passed upon the

presentation or the merits of these securities

and any representation to the contrary is an

offence. This document has been prepared for

information purposes only in order to assist

prospective investors in evaluating an

investment in EXMceuticals. No

representation, warranty or undertaking,

express or implied, is made and no

responsibility or liability is accepted by the

Agents as to the accuracy or completeness of

the information contained herein or any other

information, representation, warranty or

undertaking, express or implied, made by

EXMceuticals in connection with the offering

of securities described herein.

events to differ materially from those

expressed or implied in any forward-looking

statements and accordingly, should not be

read as guarantees of future performance or

results. Any forward-looking statements speak

only as of the date on which such statement is

made and each of EXMceuticals and the

Agents disclaims any intention or obligation to

update or revise any forward-looking

information, where as a result of new

information, future events or otherwise,

unless required by applicable law. New factors

emerge from time to time, and it is not

possible for management to predict all of such

factors and to assess in advance the impact of

each such factor on EXMceuticals’ business or

the extent to which any factor, or combination

of factors, may cause actual results to differ

materially from those contained in any

forward- looking statements.

2

EXMceuticals is a medicinal cannabis wholesalecompany. It intends to become the largestvolume, lowest cost producer of Cannabidiol(CBD) in the world.

Full produc)on licenses obtained in Democra)cRepublic of Congo (DRC) and Uganda, a pilot licenseawarded in Malawi, with ongoing DRC harvests sinceDecember 2017.

Large-scale, established agricultural partners in eachcountry with produc6on and cul6va6on.

Q4 2019 revenues expected to be $28.4m dollars.

2% of gross revenues for local founda6ons and local,socially responsible projects. Buy local & hire localpolicy.

Execu6ve Summary

CBD processing facilities located in Lisbon, Portugal.CBD–related products distributed throughout Europe.Offices in London (UK) and Vancouver (Canada).

Partnership with the NOVA University of Lisbonand world-recognised experts for R&D.

Already listed in Canada (CNSX:EXM). Actively seekingto move their primary listing to the London market inthe coming 12 months (subject to regulation), oncerevenues have commenced.

3+ other production licenses currently in application.

4

CBD Market Summary (1)

5

Ø CBD in the US, Europe and Canada currently represents roughly $7billlion. This figure is set to grow to $40billion by

2032.1

Ø According to the Council for Responsible Nutrition (CNR), 68% of Americans alone take dietary supplements (circa

220 million people). According to the National Institute of Health (NIH), Americans spend roughly $37billion on

dietary supplements and vitamins.1

Ø CBD & CBD-containing products already generate retail sales in the €750-€1bn across Europe for 2018.2

1 Bank of America Merrill Lynch, A Cannabis world…and more people are living in it, April 20192 Canaccord Genuity, European Cannabis, January 2019

CBD Market Summary (2)

6

Ø CBD has continued to grow in popularity,as illustrated in the Google Trends source(Figure 3, right): in every large Europeanmarket except for the Netherlands, thepopularity of CBD has been notablyincreasing over the past two years withlarge and sustained increases in the firsthalf of 2018.1

Ø Only France has seen interest fall back,although it remains at a high level, morethan three times levels seen two yearsago.1

1 Canaccord Genuity, European Cannabis, January 2019

High-Margin Strategy

Targeted Acquisition / Farming Model Development for the Farm

Plan@ng / Harves@ng / Drying / Raw Material

PackagingExtrac@on / Ini@al

Processing

Purity Refining

Distribution& Sale

GMP/ISO StandardsObtention

7

Licenses

Africa Portugal Europe / Canada / USA

Non-GMP ProductsLifestyle, Theraputical, Nutraceutical, etc.

GMP Products &Pharmaceutical Market Products

Ø Lowest operating & production costs in the industry: 0.650 USD/g(2019), set to decrease to 0.133 USD/g (2022).

Ø Wholesale price (2019): 1.22 USD/g.Ø Three-stage process to highest margins.Ø Production in multiple countries de-risks the business, in terms of

surety for our end-suppliers.

02

01DRCKuba Plantation & Processing

License issued4,048 ha (10,000 + acres )Unlimited expansion capacity

MalawiMalawi PlantaEon & Processing

Provisional License issued810 ha (2,000 acres)

Unlimited expansion capacity

EXMceuEcals’ Current ProducEon LocaEons

8

03UgandaKampala Plantation & Processing

License issued2,024 ha (5,000+ acres)

Unlimited expansion capacity

Malawi Acquisition

9

Ø EXMceuticals has recently entered into an agreement to acquire MM (Operations) Ltd,an agro-processing business in Malawi.

Ø Currently active in the field of mango cultivation, MM (Operations) Ltd possesses thefollowing:

Ø 280ha (682 acres) of fully drip-irrigated farms.

Ø State-of-the-art 4ha (10 acres) greenhouse nursery capable of growing up to700,000 plants.

Ø 10,000 m2 (107,640 ft2) processing facility.

Ø A green field site with access to ~1,700ha (4,200 acres) of land.

Ø The processing facility is approximately 25km (15.5 miles) from the farms. The facilityis cerSfied by BRC (BriSsh Retail ConsorSum), HACCP, Kosher, Halal and RainforestAlliance (Chain of Custody).

CapEx OpEx Quality

Indoor High High High

Hybrid High High High

Greenhouse Very High Very High High

Outdoor Extra low Extra low High

Illustration of the Outdoor Advantages

Low costsEXMceuticals will have the lowest operating

costs in the industry. This is due to low labour cost, low governmental regulatory costs and

low construction costs.

Large volumeScale up to easily accommodate rapidincreases in supply requirements and

ingredients extraction capacity on-site.

High QualityNo pathogens, no spores, no mould,

no pesticides.

Best harvesting conditions12-hour days, ideal temperatures, abundance

of rainwater, fertile soil.

Our Advantages

10

Proposed ExpansionØ We have and continue to target

countries with the best growing and

harvesting conditions.

Ø 3+ other licenses are currently in the

process of being obtained :

EthiopiaBurundiZambia

11

12-hour days, ideal temperatures, abundanceof rainwater, fertile soil.

Ø Varied production locations de-risksthe business in terms of surety forour end-suppliers.

Portuguese Partners

12

Specialised research teams based across a range of educa8onal ins8tu8ons.

Research topics include:• Agriculture and seed

technology.• Extrac8on processes.• Micropropaga8on and

crop management.

• Full service GMP contract manufacturer.

• Extensive range of finished product packaging.

• Strong quality control procedures and quality assurance.

• Extensive number of natural health product industry certifications.

R&D Distribution

Ø Committed to developing long-lasting impact in thecommunity : buy local & hire local. Hundreds of jobs arebeing created locally at each stage of our operations.Furthermore, we are proud to offer women long-term, fair payemployment opportunities.

Ø For every country in which we are present, we have created afoundation that receives 2% of the gross revenues from thelocal production facilities. It will fund significant projects thatwill enhance living conditions including access to clean drinkingwater and to higher education opportunities.

Social Responsibility

13

Leading Posi+on

Public filing and Investors information (Feb- Apr 2019)

Company Name EXMceuticalsPharmaCielo

Ltd.Dragonfly

Biosciences (private)Canopy

Growth Corp.

Aurora Cannabis (inc. ICC

Labs) Tilray Inc.Cronos

Group Inc. Aphria Inc.

The Green Organic Dutchman Co. (Part ownership

by Aurora)

Market Cap (CAD) $55M $1B $128M

(Feb ‘19)$22B $11B $6B $7B $2B $1B

Countries -Licensing

Uganda, DRC Colombia Bulgaria

Jamaica, Columbia, Spain, Germany,

Denmark, Australia, Lesotho

Canada, Denmark

Canada, Portugal

Canada, Israel, Australia Canada Canada,

Jamaica, Poland

Countries -preliminary / appliedlicensing

Malawi, Ethiopia, Zambia, Burundi N/A N/A N/A N/A N/A Columbia Malta Denmark

Countries - Production DRC, Uganda, Malawi Columbia Bulgaria

Jamaica, Columbia, Spain, Germany,

Denmark, Australia, Lesotho, Canada

Canada, Denmark (11 production facilities

collectively)

N/A (Canada & Portugal -

pending)Canada, Israel Canada,

Australia, LesothoJamaica, Canada (Q4

'19), Poland

Countries – Extraction & Refining Uganda, Portugal N/A

(Columbia Q2/Q3 '19) Bulgaria/Romania Canada. Canada, Denmark N/A (Canada - pending) Canada Canada Jamaica, Poland

Place of Production

Large-scale outdoor with access to

organic landGreenhouse / indoor

Large-scale outdoor

on organic land

Indoor/ Greenhouse.

Indoor / Greenhouse

Currently mainly indoor. Greenhouse and outdoor still in

development

All indoor or greenhouse Greenhouse / indoor Greenhouse /

Indoor

Cultivation Size1 ha = 2.47 ac1 ha = 107,639 sq. ft.

667 ha 139 ha 420 ha ~29.05 ha ~28.05 ha 8.5 ha ~118 ha 10 ha 71 ha

14

_______________________

1 2021 capacity represents two full crop cycles. 2 2022 capacity represents three full crop cycles.

15

2019 2020 2021 2022

Production Details

Total Land Production Capacity100 ha247 ac

200 ha494 ac

400 ha 1

988 ac400 ha 2

988ac

Production per Hectare Dried Cannabis per annum 1,610 kg 1,610 kg 1,610 kg 1,610 kg

Production per Acre Dried Cannabis per annum 3,551 lb 3,551 lb 3,551 lb 3,551 lb

Total Production Dried Cannabis per annum 161,000 kg 322,000 kg 644,000 kg 644,000 kg

Total Production Extracted Ingredients per annum 23,178,652 g 119,204,498 g 317,878,662g 476,817,994g

Large Quantity Wholesale Price 1.22 USD/g 0.92 USD/g 0.61 USD/g 0.49 USD/g

Revenues from Extracted Ingredients USD 28,389,357 USD 109,501,807 USD 194,669,879 USD 233,603,854

Cost of Operations (excluding Amortization) USD 15,066,453 USD 33,243,988 USD 56,835,979 USD 63,337,952

Cost per Gram to Produce, Sell & Deliver 0.650 USD/g 0.279 USD/g 0.179 USD/g 0.133 USD/g

Profits (excluding Amortization) USD 13,322,904 USD 76,257,818 USD 137,833,900 USD 170,265,902

Financial Projection

Senior Executives

JONATHAN SUMMERSChairman

MICHEL PASSEBONChief Executive Officer

16• Senior executive and engineer with over 35 years of experience in construction, management and leadership

of projects and agencies at the international level.

• Worked on long-term assignments in a dozen countries: he was the lead project manager in the development,implementation and operation of a large-scale stevia farming and sweeteners extraction venture with officesin France and farm operations in Angola and Rwanda.

• Diploma in Agro-Engineering which he received in 1975 in France. Masters in Project Management at theUniversity du Québec.

• Former Managing Director at Goldman Sachs in London, having spent 15 years at the Firm (1996-2011).

• Founding partner and the Head of Business Development for Everett Capital Advisors, a $600mn (USD)London based Investment fund.

• Founding Principal and Head of Business Development, for Myriad Asset Management; a $5bn (USD) HongKong-based multi-strategy asset management firm.

• Graduate of Oxford University- 1st Class degree MA (Hons) in History.

MARC BERNIERChief Strategy Officer

• 20+ years of experience in project development, project implementation and market development.

• Lead advisor to several sovereign entities to negotiate and obtain Moody’s and Fitch credit ratings, bond issuance for sovereign infrastructure projects.

RICHARD LANGEChief Compliance Officer

• 30+ years experience in Project Integration, Infrastructure Projects, Venture Capital Financing and StructuredFinance.

• Financed multiple companies including Garda, Boomerang and D-Box, listing them on the Canadian StockExchange, as well as acting as investment advisor for several private and public companies.

17

Senior Executives (Cont.)

CHRIS GULKAChief Financial Officer, Board Member

MORTEN BORCHBoard Member

BOBBY DOYONBoard Member

• Chartered accountant and a chartered financial analyst with over 24 years of business experience andhas been a director and officer of many public companies.

• Gained extensive experience in the securities markets and with securities regulation by working forthe Alberta Securities Commission as a financial analyst.

• Solicitor with his own law firm. He also sits on boards of several private investment companies.

• Became a judge for two years prior to being appointed Head of the Legal Department in NorskeSkogindustrier ASA, specializing in Mergers and Acquisitions.

• Initially worked in private banking for DnB NOR followed by positions focusing on tax and competitionissues.

• Senior Partner at the Joli-Coeur Lacasse law-firm.

• Negotiates and acts on their behalf with government agencies to obtain the authorizations required tocarry out their projects.

TANEK AMINHead of Finance & Corporate Development, EXM Holdings Ltd.

• Former Vice President at Merrill Lynch & Co. (2005 -2009) and Jefferies International (2009 -2011).He has executed over $20bn in M&A transactions and associated equity and debt financings.Sectors included Healthcare, Technology & Telecommunications, Industrials, Energy & Power andFood & Beverage.

• Former CFO for an agricultural manufacturing company involved in tropical fruit production andexport to the EU and South Asia markets.

• BA in Economics from The University of Michigan – Ann Arbor. MBA with a concentration inFinance and Accounting from The Wharton School at the University of Pennsylvania.

Advisory Board

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STEWART NEWTONHead of Advisory Board

HENRY CLARKEAdvisor

• Founder and Chairman of Newton Investment Management from 1977-2002.

• Non-Executive Director of Solon Ventures and a Board member of VenCap (Channel Islands) Ltd.

• Non-Executive Director of HSBC Holdings plc from 2002-2008, a Council Member of Imperial Collegeand the Chairman of the committee advising the Council on the Endowment Fund from 2007 to 2015 anda Director of The Herald Investment Trust plc from 2012 to 2015.

• Formerly sat on the Investment Committee of The Wellcome Trust and Investment Board of CambridgeUniversity.

• Stewart is an active investor in private healthcare and technology companies in the UK.

• Partner at London Corporate Finance Advisory Firm, Merlin Partners LLP.

• Ran the highly successful distressed debt unit at Collins Stewart.

• Founder of venture and private equity business, Trafalgar 1805 Ltd. Since it’s inception in 1996, this Fundhas invested in successful mining, engineering, software, manufacturing, biotech, med-tech, and oil &gas businesses, many of which he has served on the Boards.

• Started his career at Kitcat and Aitken in 1982 before running the sales desk in London for Bank Sarasinfor eight years.

Contact Us

Twitter: @EXMceuticalswww.exmceuticals.com

Canada Office24 West 4th Avenue

Vancouver, BriEsh ColumbiaCanada, V5Y 1G3

info@EXMceuEcals.com

Africa OfficeAddis Ketema Sub City, Woreda 08,

No. 710 , 7th floorAddis Ababa, Ethiopia

africaHO@EXMceuticals.com

Investor RelationsJane Glover, Jake Thomas & Billy Clegg

exm@camarco.co.uk0203 757 4990

UK Office140 Buckingham Palace Road

BelgraviaLondon, SW1W 9SA

info@EXMceuticals.com