Green Spirit Industries Inc.

(OTCPink: GSRX)

Investor Presentation December 4, 2017

www.greenspiritrx.com

Forward Looking Statements

• The information on this presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often include words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance in connection with discussions of future operating or financial performance.

• The Company's forward-looking statements are based on management's current expectations and assumptions

regarding the Company's business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Green Spirit’s actual results may vary materially from those expressed or implied in its forward-looking statements. Important factors that could cause the Company's actual results to differ materially from those in its forward-looking statements include government regulation, economic, strategic, political and social conditions.

• This presentation includes supplemental financial measures that are or may be non-GAAP financial measures.

Other companies that report or describe similarly titled financial measures may calculate them differently. Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Green Spirit Industries Inc. (OTCPink: GSRX)

• Early-mover advantage in large and fragmented market in Puerto Rico and California • Intends to develop and operate medical cannabis dispensaries in Puerto Rico and California

– Acquire two medical/recreational cannabis dispensaries in California in Q1’2018 – Expected operations in Puerto Rico for three dispensaries by Q4’2017 (provided that

necessary license to operate each is received) and two in California by Q2’2018 pursuant to a Term Sheet entered into with Mythic Cuts, Inc.* (provided that necessary State and local licenses are received).

• Key supplier relationship with agreement for below market wholesale pricing – State-of-the-art production facility – 36+ strains available – Production capability: up to 2,000 pounds per week

• Forecast 33% net margins in Puerto Rico and 18% net margins in California • Highly attractive tax advantages in Puerto Rico • Experienced management and operations team

* Subject to entry of a definitive agreement

Introduction • Green Spirit intends to build a vertically-integrated cannabis operation and intends to scale revenue through

growth and acquisitions of established cultivators/growers, manufacturers, licensed delivery services and dispensaries in key markets across the United States.

• Initial focus is on acquiring, developing, and operating five medical cannabis dispensaries in Puerto Rico, and

acquiring two retail dispensaries with State-wide full authorization to deliver cannabis goods and products to physical addresses throughout the State of California (Q1’2018), subject to certain local and other statutory restrictions and requirements).*

• Pursuant to a Term Sheet with Mythic Cuts, Inc., Green Spirit intends to operate, through a newly formed LLC, two

large-scale seedling and flower growth operations located in Oakland, CA (Q1’2018) and Desert Hot Springs, CA (Q2’2018).**

• Intends to operate a large-scale manufacturing facility of high-grade cannabis distilled oils (Q2’2018); cannabis

oils will be used to manufacture edibles, ointments and CBD-infused topical cream(with/without THC).**

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

• SB 94 allows any municipality to enact restrictions on commercial cannabis activity within its boundaries, including banning delivery and sale. Deliveries may not be made to building on public lands or leased by public agencies. Other restrictions include but are not limited to: specific vehicle requirements, GPS, security, inventory, records and track and trace

** Contingent upon receipt of the necessary State and local licenses

Investment & Acquisition

• Green Spirit seeks to raise up to $15 million from accredited investors • Offering up to an aggregate up to Fifteen Million Dollars

($15,000,000) of Units of the Company’s securities. Each Unit has a purchase price of $3.00 per Unit and consists of (i)one (1) share of the Company’s common stock, and (ii) one (1) warrant to purchase shares of the Company’s common stock. The exercise price of the warrants is $6.00 per share.

• GSRX intends to use approximately $10 million of gross

proceeds to acquire, invest, expand, and build and operate medical cannabis dispensaries located in Oakland, CA, Desert Hot Springs, CA, and Puerto Rico, and to build out growing cultivation facilities in CA, prior to recreational use which is anticipated to begin in January 1, 2018. Remaining gross proceeds will be used to fund future opportunities.

• Operations are subject to obtaining the required State and local

licenses.

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Green Spirit Industries Inc.

Operations

California

Desert Hot Springs

Oakland Mendocino County

Calaveras County

Carolina • Construction in progress

Dorado • Construction completed Q4’2017 • Pending inspection by Dep’t of

Health of PR

Fajardo • Construction pending

Isla Verde • In process of seeking pre-

qualification for a dispensary license

San Juan • Construction in progress

Term Sheet with Dispensaries

Terms Sheet with Mythic Cuts, Inc.

Dispensaries (leased)

Puerto Rico G R E E N S P I R I T I N D U S T R I E S I N C .

( O T C P I N K : G S R X )

US Cannabis Industry

• The North American marijuana market posted $6.7 billion in revenue in 2016, up 30% from the prior year.

• The legal cannabis industry in the U.S. could potentially grow to over

$70 billion by 2021. • Other consumer industry categories reaching $5+ billion in annual

spending and then posting 25% compound annual growth in the next five years were cable television (19%) in the 1990s and the broadband internet (29%) in the 2000s.

• Black market illegal sales of cannabis reached nearly $46.4 billion in

2016. GSRX believes that this market is prime now that decriminalization laws are in effect and the shift will move from black market to legal market.

http://www.businessinsider.com/arcview-north-america-marijuana-industry-revenue-2016-2017-1 https://mjbizdaily.com/chart-u-s-marijuana-industrys-economic-impact-approach-70b-2021/ https://www.inc.com/will-yakowicz/marijuana-sales-2016-50-billion.html

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Recreational & Medicinal Use

• California, Massachusetts, and Nevada approved recreational cannabis in November 2016. Maine voters also supported legalization. Recreational cannabis is already legal in Colorado, Oregon, Washington, Alaska and Washington, D.C.

• Cannabis has seen an increased rate of legalization

and conversion across the United States with 33 states have already legalized medical and/or recreational cannabis.

• Cannabis is already legal for recreational use in

Alaska, Colorado, Oregon, Washington and the District of Columbia, and medical use is currently permitted in 25 states.

https://mjbizdaily.com/chart-u-s-marijuana-industrys-economic-impact-approach-70b-2021/

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Green States • Recreational cannabis allows adults to buy cannabis

from licensed shops. When California’s new laws take effect in January 1, 2018, experts estimate sales could potentially reach $7 billion and create up to 103,000 new jobs in California.

• Better than expected sales of cannabis in Colorado

and Washington over the past year have resulted in buoyant tax revenues. In 2016, Colorado sales in the state totaled over $1.3 billion and projected $1.6 billion this current year.

http://www.investopedia.com/articles/insights/110916/economic-benefits-legalizing-weed.asp https://www.cnbc.com/video/2017/08/08/looking-at-legal-marijuana-by-the-numbers.html https://mjbizdaily.com/chart-california-medical-marijuana-sales-skyrocket-132-since-2010/ http://fortune.com/2017/01/29/california-legal-pot-economy/

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Green States

• Since recreational use was approved in Nevada on July 1, 2017, legal recreational cannabis sales in Nevada generated $3 million in sales revenue and roughly $500,000 in tax revenue in their first four days, according to the Nevada Dispensary Association.

• Sales have consistently increased since cannabis became legal for recreational use in Washington. In 2016, sales went up by an average of 7% each month, with its overall market doubling from 2015.

http://fortune.com/2017/07/07/nevada-marijuana-legalization-sales/ http://247wallst.com/special-report/2016/09/20/potential-marijuana-tax-revenue-in-every-state/

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Puerto Rico Opportunity • Puerto Rico has a population of 3.6 million people and not only

has the largest mall in the Caribbean (Plaza Las Americas), but is also currently one of the the only Caribbean islands where cannabis has been legalized for medicinal purposes. Anyone with medical-issued licensed from another state may purchase cannabis by filling out a legal form (same day turnaround).

• Puerto Rico's rate of tourism doubled to 10 million in 2016, which

may increase sales significantly with tourists who could purchase cannabis in the territory. Historically, tourism has contributed nearly $4 billion to Puerto Rico’s economy, which is over $101 billion GDP. The average income is $36k per year, and the sale of medical cannabis has the potential to generate more significant revenue. The island has passed initiatives to incentivize the development of the industry.

http://www.thecannabist.co/2016/08/23/puerto-rico-medical-marijuana-economic-impact/61408/ http://www.worldometers.info/world-population/puerto-rico-population/ https://weedmaps.com/dispensaries/in/puerto-rico http://www.prnewswire.com/news-releases/puerto-rico-tourism-holds-steady-in-2016-300374507.html

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

PR + Green States • The emergence of medical cannabis could

play a role in a Puerto Rico economic recovery and estimated to generate $70 million in taxes.

• Moreover, that figure does not account for revenues generated by ancillary businesses, medical tourism-related increases or any money saved from judicial-related costs.

• Based on the projections of California, Colorado, and Washington, once recreational cannabis is legalized, sales could skyrocket to $1 to $1.5 billion within a couple of years.

• Moreover, Colorado tourists are more lifestyle of exercise, whether its skiing or hiking, whereas Puerto Rico tourism is a party destination for singles and families who want to have fun on beaches and indulge in medicinal festivities.

http://www.thecannabist.co/2016/08/23/puerto-rico-medical-marijuana-economic-impact/61408/

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

• The Academic Sciences of Puerto Rico (ASPR), in collaboration with Cannabis Doctors, conducted a certification program for doctors to obtain the Health Department license and recommend medicinal cannabis to nearly 200,000 patients authorized for those treatments in Puerto Rico.

• Cannabis Doctors Puerto Rico estimates a monthly cost, in cash, of $600 to $1,500 for medicinal

cannabis, with an average of $1,000 a month for patients with chronic diseases. This could potentially generate $2.4 billion in sales of medicinal cannabis.

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PR Cannabis Market Potential G R E E N S P I R I T I N D U S T R I E S I N C .

( O T C P I N K : G S R X )

http://caribbeanbusiness.com/registration-for-medicinal-cannabis-access-licenses-commences-in-puerto-rico/ http://caribbeanbusiness.com/puerto-rico-offering-doctors-medicinal-cannabis-certification-program/

Puerto Rico Dispensary Locations Green Spirit has five strategically identified locations and plans to open 15-20 over the next few years. It is estimated that more than 50% of Puerto Rico’s tourists travel within a 25-mile radius of San Juan, and thus far the Company has sought out a total of five locations, particularly two (2) in San Juan, and one each in Carolina, Dorado, and Fajardo. These areas have, combined, an estimated 500,000 residents and are located by the Islands finest hotels.

• Carolina - Population over 175,00, Carolina is a tourist center near Puerto Rico's international airport and home to top luxury hotels and casinos such as The Ritz Carlton, Intercontinental and El San Juan Hotel.

• Dorado - One of the wealthiest communities in Puerto Rico approximately 15 miles west of San Juan with a population of near 40,000. Tourists stay

at the five star Dorado Beach and Residences, A Ritz Carlton Reserve.

• Fajardo - With a population just shy of 40,000 and some of the finest places to stay, such as Las Casitas and El Conquistador, both A Waldorf Astoria resorts, Fajardo is a hub for boating and fishing and a launching port for nearby islands Vieques, Culebra, the U.S. Virgin Islands and the British Virgin Islands.

• Isla Verde - Voted #1 Best Urban Beach 2016 by USA Travel Readers. The most popular beach vacation destination in the metro area, luring both

leisure and business travelers. For travelers wanting to experience an exciting nightlife, Isla Verde is well known for it’s casinos, dance clubs and elegant lounges.

• San Juan - The capital and largest city in Puerto Rico with nearly 400,000 residents, and a major cruise destination port. Major tourist location with

five star hotels Condado Vanderbilt, Dorado Beach Ritz Carleton, and the Ritz Carleton, San Juan.

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

California Opportunity • California is the most populous state in the United States

with a population 39.3 million residents. California’s $2.67 trillion economy is larger than any state. If it were a Country, it would be the fifth largest in the entire world. In 2016, Proposition 64 was passed allowing the use of medicinal cannabis. And, effective January 1, 2018, it will be legal for recreational use.

• California’s tourism has been growing for seven straight

years. 268 million tourists visited spending approximately $126.3 billion dollars. This growth has been influenced by a strong economy and as a popular destination. With recreational cannabis on the horizon, those numbers may increase even more.

http://www.latimes.com/business/la-fi-ca-economic-impact-20170504-story.html

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Manufacturing: California • Green Spirit, through a newly formed LLC, intends to

build a cultivation and seedling facility plant in Oakland and Desert Hot Spring by Q2’2018

• Produce cannabis oils in California by Q2’2018

• The oils will be used for production in vapors, edibles and topical creams (with/without THC)

• Green Spirit, through a newly formed LLC, intends to

operate its own manufacturing facility and will seek to produce a product that is without pesticides and mold

*Contingent upon receipt of the necessary State and local Photos to the right are for illustration purposes only.

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Vitals Property Size 40,000 sq. ft. in Oakland

50,000 sq. ft. in Desert Hot Springs

GSRX Initial Investment $1.6M

Locations Oakland, CA Desert Hot Springs, CA

Anticipated Start Date* (subject to receipt of State and Local licenses)

Jan 1, 2018 for Oakland April 1, 2018 for Desert Hot

Springs Estimated EBITDA Y2: >$75m

• Green Spirit has entered into a Term Sheet with Mythic Cuts, Inc., a cannabis cultivation company that provides pesticide-free cannabis clones to the medical and recreational (Jan 1, 2018) cannabis industry.

• Term Sheet provides that Green Spirit will invest $1.6 million in a newly created LLC in exchange for

a 51% ownership interest in the LLC.

17

Mythic Cuts: Plan of Operations

Plan

• Intend to obtain grow permits at city, county and state-levels

• Grow variety of genetics from seed

• Low risk: quick (10-day) cycle/low inventory cost

• Implement repeatable structure for easy expansion

• Genetic storage and variety with tissue culture lab

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

California’s Proposition 64, titled the Adult Use of Marijuana Act (“Prop. 64” or “AUMA”), was voted into law on the November 8, 2016 ballot. Prop. 64 legalized commercial cultivation and sale of cannabis in California for medical use as of the date of its passage, and set January 1, 2018 as legalization date for commercial cultivation for adult general use. However, the state regulations which will govern the day-to- day activity legalized by Prop. 64 have not yet been issued by the state. California estimates that it will create and provide notice of the relevant regulations in mid-2017, and begin accepting applications for licenses, which are exclusively issued by the state, in early-2018. As a practical matter, all cannabis cultivation activity relevant to this project is exclusively controlled through registration and permitting by local governments until mid-2018. Furthermore, in addition to leaving the cities and counties in charge until the state regulations are enacted, California explicitly permitted local governments to supersede state-wide regulations with more stringent or restrictive local ordinances and therefore to limit or prohibit entirely commercial cannabis activity within their borders. Since this proposition passed, there has been a race to cultivate medical cannabis but a distinct lack of clean clone suppliers. Growers and business experts seek to bring to market top quality products and service to this fast- growing industry. With key technology related to plant substrates, Green Spirit believes that Mythic Cuts may be disruptive in the industry by providing high-volume clones free of powdery mildew, mites and fungus. However, there can be no assurance that this plan of operations will be successful.

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G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

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Jon Parr: Jon brings to the project substantial expertise in greenhouse design, controlled environment agriculture, aquaponics, aquaculture, hydroponics, and commercial organic produce operations. With a background in construction, Jon left the building trades in 2012 to pursue aquaponic farming. Jon is active in aquaponic teaching, designing, consultation, and innovation. He founded Viridis Aquaponics in Watsonville, CA, an 8-acre greenhouse featuring year-round Certified Organic produce. Jon sold his interest in Viridis in 2014 and founded SchoolGrown, a California 501(c)(3), dedicated to promoting sustainable agriculture, primarily through installing aquaponic greenhouses at school and community sites.

Josh Bretholtz: Josh has over 25 years in high-quality cannabis cultivation, with experience ranging from intensive indoor hydroponic design and cultivation through large scale outdoor soil based cannabis farming. His experience is augmented by eight years of managing and developing a 60-acre permaculture fruit-forest resort, and managing a team of over 30 farm workers in fields of operation ranging from nursery development and propagation through orchard planting and horticultural production management. Ed Landau: With more than a few startups under his belt and a track record of delivering results, Ed has the management experience, business acumen, and knowledge of corporate structure required to put the right processes in place and ensure business continuity and profitability. For over 13 years, Ed acted as hardware engineer, engineering manager and Program Manager for Microsoft’s XBOX team, where he managed engineering teams of over 100 people and budgets over $30 million.

Mike Dillingham: Mike will monitor, analyze, and respond to the developing legal environment and regulatory framework installed by the city, county, and state governing bodies. Mike is a licensed California attorney with over ten years of experience focused on business, intellectual property, and employment law. Prior to his career in the law, Mike worked in a series of startups in the entertainment, technology, and biotechnology industries. Mike has been included in Super Lawyer’s Rising Stars list in Northern California for the last four years.

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Mythic Cuts, Inc. Management

Anticipated Green Spirit Cannabis Asset Growth

2018 2019 2020 2021 2022

Mythic Cuts 3 10 20 30 40+

Puerto Rico Dispensaries 7 8 9 10 10

CA Dispensaries 7 11 11 11 11

Other US States 5 10 20 30 40

Total GSRX Assets 22 39 60 81 101

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Post Acquisition: Pro-Forma Valuation – Revenue Projection

Revenue Projection

Location 2018 2019 2020 2021 2022

Puerto Rico $8.32M $32.60M $59.99M $86.23M $132.22M

Oakland/Desert Hot Springs (Cultivation)

$29.50M

$89.11M

$111.39M

$139.23M

$174.04M

Oakland/Desert Hot Springs (Production)

$27.25M

$39.00M

$44.85M

$51.58M

$59.31M

Mendocino County $4.05M $8.58M $14.59M $24.81M $42.17M

Calaveras County $8.28M $14.52M $16.70M $17.85M $19.17M

Total $77.40M $183.82M $247.52M $319.70M $426.92M

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

(in thousands) *See GSRX Models and Assumptions (December 2017) spreadsheet for support.

Post Acquisition: Pro-Forma Valuation – Net Profit Projection

Revenue Projection

Location 2018 2019 2020 2021 2022

Puerto Rico $1.34M $7.67M $13.69M $19.68M $30.18M

Oakland/Desert Hot Springs (Cultivation)

$21.18M

$64.82M

$74.23M

$92.79M

$115.99M

Oakland/Desert Hot Springs (Production)

$11.99M

$17.16M

$19.73M

$22.69M

$26.10M

Mendocino County $2.40M $5.11M $8.71M $14.84M $25.26M

Calaveras County $4.91M $8.64M $9.95M $10.64M $11.43M

Total $41.82M $103.4M $126.31M $160.64M $208.96M

Net Profit 21% 27% 23% 23% 23%

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

(in thousands) *See GSRX Models and Assumptions (December 2017) spreadsheet for support.

Industry Comps

Company Name

Ticker Price Close

Market Cap

Revenue (ttm)

Net Income (ttm)

P/S (ttm)

United Cannabis Corp. CNAB $0.59 $31.71M $0.72M -$3.85M 50.64x

American Cannabis Co., Inc. AMMJ $0.65 $33.43M $1.56M -$0.60M 15.57x

Cannagrow Holdings, Inc. CGRW $0.69 $70.43M $2.31M -$1.31M N/A Zynerba Pharmaceuticals, Inc. ZYNE $12.44 $164.92M $0.01M -$23.39M N/A Medical Marijuana, Inc. MJNA $0.11 $337.11M $8.00M -$25.91M 23.98x Axim Biotechnologies, Inc. AXIM $6.45 $341.18M $0.05M -$5.81M N/A INSYS Therapeutics Inc. INSY $5.16 $378.31M $242.28M $7.59M 2.31x Cronos Group Inc. MJN $2.70 $388.92M $0.41M -$0.89M 288.11x Aphria Inc. APH $6.73 $1008.55M $15.14M $3.11M 57.65x Aurora Cannabis Inc. ACB $3.66 $1464.04M $13.94M -$10.00M 102.75x GW Pharmaceuticals, PLC GWPH $112.17 $2845.74M $13.38M -$82.60M 23.16x Canopy Growth Corporation TWMJF $15.80 $2997.83M $29.97M -$12.51M 77.92x

Median $359.74M $5.16M -$4.83M 50.64x Average $838.51M $27.31M -$13.01M 71.34x

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

Consolidated Model

2018 2019 2020 2021 2022

Total Revenue $77.40M $183.82M $247.52M $319.70M $426.92M

30X Revenue $2,321.88M $5,514.50M $7,425.51M $9,591.03M $12,807.74M

Shares Outstanding 47.73M 50.09M 57.78M 53.24M 54.42M

Value Per Share $48.64 $110.09 $143.41 $180.15 $235.37

G R E E N S P I R I T I N D U S T R I E S I N C . ( O T C P I N K : G S R X )

*See GSRX Models and Assumptions (December 2017) spreadsheet for support.

Green Spirit Management G R E E N S P I R I T I N D U S T R I E S I N C .

( O T C P I N K : G S R X )

Green Spirit Industries Inc.

(OTCPink: GSRX)

Investor Presentation November 2017

www.greenspiritrx.com