We are building the cannabis company of the future by bringing the best of science, medicine and engineering to the cannabis industry.

Kyle Kingsley, M.D.Founder & CEO

“ICR Conference Presentation

January 12, 2021

CNSX: VREO OTCQX: VREOF

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This document includes information, statements, beliefs and opinions which are forward-looking, and which reflect current

estimates, expectations and projections about future events, referred to herein and which constitute “forward-looking statements” or “forward-looking information” within the meaning of Canadian and U.S.

securities laws. Statements containing the words “believe”, “expect”, “intend”, “should”, “seek”, “anticipate”, “will”, “positioned”, “project”, “risk”, “plan”, “may”, “estimate” or, in each case, their negative and words of

similar meaning are intended to identify forward-looking statements. By their nature, forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions concerning, among

other things, the Company’s anticipated business strategies, anticipated trends in the Company’s business and anticipated market share, that could cause actual results or events to differ materially from those

expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. In addition,

even if the outcome and financial effects of the plans and events described herein are consistent with the forward-looking statements contained in this document, those results or developments may not be

indicative of results or developments in subsequent periods. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from

those described in forward-looking information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking information contained in

this presentation is based on the Company’s current estimates, expectations and projections, which the Company believes are reasonable as of the current date. The Company can give no assurance that these

estimates, expectations and projections will prove to have been correct. You should not place undue reliance on forward-looking statements, which are based on the information available as of the date of this

document. Forward-looking statements contained in this document are made of the date of this presentation and, except as required by applicable law, the Company assumes no obligation to update or revise

them to reflect new events or circumstances.

Historical statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In this regard, certain financial

information contained herein has been extracted from, or based upon, information available in the public domain and/or provided by the Company. In particular historical results should not be taken as a

representation that such trends will be replicated in the future. No statement in this document is intended to be nor may be construed as a profit forecast.

CAUTIONARY NOTE REGARDING FUTURE-ORIENTED FINANCIAL INFORMATION: To the extent any forward-looking information in this presentation constitutes “future-oriented financial

information” or “financial outlooks” within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned

that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial

information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading “Cautionary Note

Regarding Forward-Looking Information”. Vireo’s actual financial position and results of operations may differ materially from management’s current expectations and, as a result, Vireo’s revenue and expenses may

differ materially from the revenue and expenses profiles provided in this presentation. Such information is presented for illustrative purposes only and may not be an indication of Vireo’s actual financial position or

results of operations.

CANNABIS-RELATED ACTIVITIES ARE ILLEGAL UNDER U.S. FEDERAL LAWS

The U.S. Federal Controlled Substances Act classifies “marihuana” as a Schedule I drug. Accordingly, cannabis-related activities, including without limitation, the cultivation, manufacture, importation, possession, use

or distribution of cannabis and cannabis products are illegal under U.S. federal law. Strict compliance with state and local laws with respect to cannabis will neither absolve the Company of liability under U.S. federal

law, nor will it provide a defense to any federal prosecution which may be brought against the Company with respect to adult-use or recreational cannabis. Any such proceedings brought against the Company may

adversely affect the Company’s operations and financial performance. Prospective investors should carefully consider the risk factors described under “Risk Factors” in this presentation before investing directly or

indirectly in the Company and purchasing the securities described herein.

Disclaimer

2

• Scientific expertise differentiates as a core competency within the industry.

• Focus on intellectual property development is driving compelling long-term opportunities.

• Impressive track record of winning licenses through merit-based awards and minimal investment.

• Asset portfolio composed of highly-coveted strategic U.S. assets in favorable political jurisdictions.

• Smart brands built on high-margin, proprietary products that will preserve margins long-term.

• Early stage markets with revenue growth tailwinds expected from recreational legalization over

the next 6-24 months.

• Strong steward of capital with a lean operating philosophy and near-term path to profitability.

Key Investment Highlights

3

Vireo At A Glance:Key Statistics

400+Employees

8Manufacturing Licenses

States (1)8(1) Including Puerto Rico.

29Dispensary Licenses

8Research Partnerships

12Patents-Pending

$30MFY19 Revenue

4

01

02 Lead with Science in Everything We Do

• Recruit Superior Scientific Talent

• Empower Teams to Capture Next-Generation

Opportunities

• Meaningful IP is Critical to Long-term Success &

Profitability

Optimize the MSO for Cash Flow

• Scale Core Markets to Meet Increasing Demand

• Maintain Lean Operations

• Disciplined Approach to Capital Allocation

03

04

05

Create a Best-in-Class Consumer Experience

• Delight All Demographics with Welcoming Retail

Dispensaries

• Augment Retail with Home Delivery & E-Commerce

Build Meaningful Brands on Products Backed by Science

• Proprietary Products & Formulations

• Safer Alternatives to Alcohol, Tobacco and Opioids

• Pursue opportunities in Sleep, Pain, and Intimacy

Pursue Opportunistic Growth

• Short-term Optimization of Existing Retail Footprint

• Augment Production Capacity in High Demand Markets

• Leverage Strategic Partnerships

Our Strategy to Maximize Stakeholder Value

5

Current Footprint

Subject to pending transactions

NY

MN

OH

MD

Puerto Rico

NV

AZ

MA

NM

Optimize the MSO for Cash Flow:Our MSO Operating Footprint

6

A unique portfolio of assets widely regarded as one of the most attractive in the U.S. cannabis industry

A unique portfolio of assets widely regarded as one of the most attractive in the U.S. cannabis industry

Optimize the MSO for Cash Flow:Our MSO Operating Footprint

Population (MM) 5.6 19.9 6.0 7.0 2.1 11.7 3.7 6.9 3.1

Status Current Current Current Current Current Current Current Current Current

Ownership 100% 100% 100% 100% 100% 100% 100% 100% 100%

Cultivation -

Processing

License Regime Medical Medical Medical Medical Medical Medical MedicalMedical and Adult

Use

Medical and Adult

Use

Year Received 2014 2015 2018 2018 2019 2018 2018 2019 2018

Manufacturing

Facilities 90,000 sq. ft.

greenhouse /

warehouse

59,300 sq. ft.

greenhouse/

warehouse

132,700 sq. ft.

greenhouse /

warehouse

418,000 sq. ft.

greenhouse /

outdoor

13,000 sq. ft.

greenhouse /

warehouse

11,300 sq. ft. lab

and processing

facility

32,000 sq. ft.

warehouse

1 facility pre-

operational

4,000 sq. ft.

(permitted for 16

greenhouses)

Retail Footprint - -

Other

Hemp license

wholesale +

delivery + hemp

licensewholesale wholesale wholesale wholesale wholesale wholesale wholesale

Minnesota New York Maryland Arizona New Mexico Ohio Puerto Rico NevadaMassachusetts

Core markets expected to transition to adult-use within the next 6-24 months

71 subject to pending transactions

Non-core market candidates for development or divestiture

(1)

Intellectual property creates monetizable partnership opportunities; preserves long-term product margins

Lead with Science in Everything We Do:

Vireo’s Intellectual Property Portfolio

8

Long-Term Applications

(homerun, FDA-path types of opportunities)

Harm Reduction Additive for Tobacco Products

Method for Treating Antidepressant Withdrawal Syndrome

Captisol-Enabled Intravenous Cannabinoid Formulations

Custom Extract Dispenser

(potential revenue generation in the next 12-24 months)

Short-Term Monetization

Cannabis Moist Snuff Composition

Multi-Channel Vaporizer

Non-Cannabinoid Negative Control Formulations (Placebo)

Proprietary Inflorescence Packaging

Scaled Cannabis Processing Equipment

Proprietary Concentrate Delivery Method

Front-to-Back Home Delivery System

9

Unmatched medical expertise within the cannabis industry

CHIEF EXECUTIVE OFFICER

• Board-certified emergency

medicine physician and successful

entrepreneur

• Founded Vireo in 2014,

passionate about cannabis as a

viable healthcare alternative

• Proven track record in regulated

medical cannabis markets

• Passionate about safe alternatives

to opioids, tobacco, and alcohol

Kyle Kingsley, M.D.

CHIEF MEDICAL OFFICER

• Board-certified family physician

with over 15 years of active

clinical experience

• On the forefront of medical

research of cannabis in the U.S.

with an extensive background

studying relationships between

plants and people

• Responsible for leading Vireo’s

medical research partnerships

Stephen Dahmer, M.D.

Lead with Science in Everything We Do:Our Physician Leadership

DIRECTOR OF MEDICAL EDUCATION

• More than 10 years

experience in psychiatric

research, community outreach,

and teaching

• Expertise in neuroscience,

pain management and

analgesia in the

endocannabinoid system

Paloma Lehfeldt, M.D.

10

Lead with Science in Everything We Do:

Our Healthcare and Medical Research Partnerships

Vireo’s medical research partnerships are helping secure cannabis’ future as a viable healthcare alternative

Exclusive agreement to study the

use of Captisol in the development

and commercialization of

pharmaceutical-grade, intravenous

cannabinoid-based products

Randomized trial of medical

cannabis in patients with newly

diagnosed, stage IV cancer to

assess impact on cancer-related

symptoms

Study to evaluate cannabis use

among older adults – how they

consume, why they consume

and how often

Study to evaluate cannabis use

among older adults – how they

consume, why they consume

and how often

Fasting, fed and chronic therapy

pharmacokinetic research

project combining

neuropsychological testing,

DNA testing and seizure

control monitoring

Initiative to bring together diverse

stakeholders in the cannabis therapy

space, to advance scientific

understanding of medical marijuana

and its derivatives, and to provide

evidence-based resources for

patients and their caregivers

National Institute of Health R01

$3.8MM research grant for the

first, long-term study of medical

cannabis’ impact on opioid use

in adults with chronic pain

Post-market surveillance of all

Vireo products across

Minnesota and New York since

2015

Year-to-Date Performance:Key Metrics

11

Three Months Ended Nine Months Ended

September 30, September 30,

US $ in millions 2020 2019 Variance 2020 2019 Variance

Total Revenue, Including Disc. Ops $13.4 $8.0 67.6% $36.8 $21.0 75.6%

Reported Results

Revenue1 $11.9 $7.1 67.4% $33.3 $19.1 74.5%

Gross Profit (Before Fair Value Adjustments) $5.1 $1.8 190.5% $11.9 $7.5 57.8%

Gross Profit Margin (Before Fair Value Adjustments) 42.7% 24.6% 1,809 bps 35.7% 39.5% -380 bps

Gross Profit (After Fair Value Adjustments) $2.1 ($6.9) NM $28.1 $8.1 246.5%

Gross Profit Margin (After Fair Value Adjustments) 17.8% -97.1% NM 84.4% 42.5% 4,187 bps

Adjusted Operating Expenses2 (non-IFRS) $6.1 $7.5 -19.2% $18.2 $15.4 17.9%

Adjusted Operating Expenses (% of Sales) (non-IFRS) 50.8% 105.1% -5,436 bps 54.7% 81.0% -2,627 bps

SG&A Expenses $2.2 $4.1 -46.5% $6.8 $7.8 -13.0%

SG&A (% of sales) 18.2% 56.9% -3,869 bps 20.3% 40.8% -2,044 bps

Net Income (loss) $0.1 ($14.6) NM ($10.9) ($19.9) NM

Adjusted EBITDA (non-IFRS) ($0.7) ($5.2) -87.1% ($5.6) ($6.6) -14.4%

Adjusted EBITDA Margin (non-IFRS) -5.7% -73.5% 6,788 bps -16.9% -34.4% 1,755 bps

1 Reported revenue figures exclude contributions from Vireo’s former Pennsylvania cultivation and processing operations2

Excludes depreciation and share-based compensation expenses

State Performance &Development Update

12

• As of September 30, 2020, the Company had cash onhand of $16.3 million, which does not includeapproximately $16.0 million in expected cash proceedsresulting from the redemption of warrants anddivestitures of Pennsylvania Dispensary Solutions(“PDS”) and Ohio Medical Solutions (“OMS”).

• Company is in the process of completing capacityexpansion projects and opening new dispensarylocations in Arizona, Maryland, Minnesota, and NewMexico. These projects should be complete by the endof Q1 2021 and are expected to contribute to revenuegrowth and margin expansion.

• Improved liquidity position has enabled Company tobegin evaluating additional investment opportunities.Management expects to provide the investmentcommunity with an update on development initiativesand their potential impacts to long-term operating andfinancial outlook in the spring of next year.

September 30,

2020 2019 $ Change % Change

Retail:

MN 12,024,850$ 7,563,903$ 4,460,947$ 59%

NY 8,007,368$ 7,555,294 452,074 6%

AZ 2,976,038$ 1,823,672 1,152,366 63%

NM 1,658,096$ 684,011 974,085 142%

PA 2,604,037$ - 2,604,037 N.M.

Total Retail 27,270,389$ 17,626,880$ 9,643,509$ 55%

Wholesale:

AZ 2,325,291$ 1,043,760$ 1,281,531$ 123%

MD 2,811,138$ 214,988 2,596,150 1208%

NY 504,735$ 187,270 317,465 170%

OH 376,295$ 400 375,895 N.M.

Total Wholesale 6,017,459$ 1,446,418$ 4,571,041$ 316%

Total 33,287,848$ 19,073,298$ 14,214,550$ 75%

PA Wholesale (Discontinued) 3,521,867$ 1,890,965 1,630,902 86%

Total Wholesale w/ Disc. Ops. 9,539,326$ 3,337,383$ 6,201,943$ 186%

Total Revenue w/ Disc. Ops. 36,809,715$ 20,964,263$ 15,845,452$ 76%

N.M. Not Meaningful

For the Nine Months Ended

Best-In-Class Consumer Experience:

Our Retail Dispensaries

Green Goods™ Retail Concept Caters to

Complete Cannabis Consumer Spectrum.

Customer experience is amplified by e-commerce

and home delivery in select markets.

13

Green Goods™ retail dispensaries are currently being introduced across Vireo’s geographic footprint

Best-In-Class Consumer Experience:

Augment Retail with Home Delivery & E-Commerce:

Order Online

Select from a wide

array of medical

marijuana products.

Track Your Delivery

We’ll keep you

updated on the

status of your order.

Accept Delivery

We’ll notify you a few

minutes before your

delivery arrives.

Our Medical Marijuana Products Delivered in 3 Easy Steps

1 2 3

14

Build Meaningful Brands on Products Backed by Science

Premium-grade cannabis

handpicked, hand-packaged, and

cured for extended time

periods to create a smoother

taste, enhanced terpene profile,

and deeper aromatics.

Innovative soft gels that delivers

consistent and precise doses for

the desired effect.

Pharmaceutical-grade Products

Geared Toward Patients A micro dose of cannabis in a

traditional pre-roll, offering the

right feeling time and time again.

Just Lite. Just Rite.

15

Pursue Opportunistic Growth

Positioned to drive upside growth opportunities through these categories:

Merit-Based License Awards

• Vireo’s existing footprint was

primarily built through

extremely high-ROI license

awards

• Medical and scientific expertise

provides an advantage to us in

these processes

• Future applications in new state-

based medical programs

Cost-EffectiveM&A Activity

We will pursue M&A opportunities

in line with our criteria which

includes:

• Augments existing markets

• Complementary

teams/expertise

• Immediately accretive

• Generates positive cash flow

or at cash flow breakeven

Strategic Partnerships

• Our IP portfolio and scientific

leadership presents obvious

partnership opportunities

• We are pursuing opportunities

with major players in the

pharmaceutical, tobacco,

agriculture, and CPG industries

• These entities will be natural

acquirers of cannabis businesses

in the future pending changes to

U.S. federal regulations

16

APPENDIX

JuneAwarded 1 of only 5 vertically-

integrated licences in NY

SeptemberMidwest Hemp Research

harvests

first crop in MN

AugustParticipation in

$3.8MM NIH

Study

JulyAwarded cultivation,

processing, and dispensary

pre-license in MD

DecemberAwarded 3 Retail Licenses

in PA

MarchExecuted RTO

transaction; listed on CSE

(symbol “VREO”)

DecemberAwarded 1 of 2

vertically integrated

licenses in MN

AprilLaunched NYC & Long Island’s

first-ever medical marijuana

home delivery program

JuneAwarded PA cultivation

and processing license

JuneRaised $17MM in a Series

D Round

JulyAwarded Ohio

processor license

JanuaryAcquisition of RI License

AprilCompleted MA, & AZ

acquisitions

JuneCompleted acquisition of

vertically-integrated Puerto

Rico operations

Corporate Timeline

20152014 2017 2018 2019

18

19

Michael Schroeder, J.D. – General Counsel

Michael has been an attorney for over 25 years, including six years in law firm

practice in the New York City area and the balance as an in-house attorney. He

previously served as General Counsel for two public companies.

Stephen Dahmer, M.D. – Chief Medical Officer

Dr. Dahmer is a board-certified family physician and fellow of the Arizona Center

for Integrative Medicine with over 15 years of active clinical experience.

Throughout his career he has studied the relationships between plants and

people, working closely with diverse cultures and documenting their uses of

plants.

Eric Greenbaum, M.S., J.D. – Chief Scientific Officer

Eric is the Chief Scientific Officer of Vireo Health and has an impressive

combination of scientific and legal expertise. Since joining Vireo Health, Eric has

been instrumental in developing our IP portfolio and driving our R&D efforts.

Kyle Kingsley, M.D. – Chief Executive Officer

Dr. Kingsley is a board-certified emergency medicine physician, entrepreneur, and

inventor. Dr. Kingsley has a strong track record of winning and implementing

medical cannabis licenses in well-regulated, medically-modelled states.

Amber Shimpa – Chief Administrative Officer

Amber serves as Chief Administrative Officer and has been with Vireo Health

since its inception. She previously served as Vireo’s Chief Financial Officer for

five years and prior to Vireo spent over ten years as a senior banking

professional in investment and commercial banking roles.

John Heller – Chief Financial Officer

Mr. Heller has more than 30 years of combined experience as a financial

executive, including extensive experience in the areas of corporate finance,

accounting, treasury, capital markets, and investor relations. He joined Vireo after

serving as Chief Financial Officer of Lift Brands. He previously held senior

executive positions at Life Time Fitness.

Executive Management Team

20

Ross Hussey – Independent Director

Mr. Hussey is an attorney with 14 years of experience practicing in multiple

states and jurisdictions. He is a founding member of Vireo Health where he

helped create and launch Minnesota Medical Solutions, LLC. His private

practice now focuses primarily on complex litigation representing private

businesses.

Judd Nordquist, CPA – Independent Director As a Business Partner at Abdo, Eick & Meyers, LLP, Judd helps business owners

with business and tax planning, mergers and acquisitions, cash flow

management, budgeting, and overhead computations. Since 1995, Judd has

specialized in providing accounting, auditing, and consulting services to the

construction, real estate, and manufacturing industries.

Chelsea A. Grayson, JD – Independent Director

Chelsea Grayson is a board member of Sugarfina, Inc., a member of the UCLA

Board of Visitors for the English Department and a Board Leadership Fellow and a

Corporate Governance Fellow with the National Association of Corporate

Directors (NACD). She was previously the CEO and a board member of True

Religion, Inc. (formerly NASDAQ: TRLG), and CEO and a board member of

American Apparel (formerly NYSE MKT: APP).

Kyle Kingsley, M.D. – Chief Executive Officer

Dr. Kingsley is a board-certified emergency medicine physician, entrepreneur, and

inventor. Dr. Kingsley has a strong track record of winning and implementing

medical cannabis licenses in well-regulated, medically-modelled states.

Amber Shimpa – Chief Administrative Officer

Amber serves as Chief Administrative Officer and has been with Vireo Health

since its inception. She previously served as Vireo’s Chief Financial Officer for

five years and prior to Vireo spent over ten years as a senior banking

professional in investment and commercial banking roles.

20

Board of Directors

20

Consolidated Statements of Loss and Comprehensive Loss

|| 21

Vireo Health, Inc.

Consolidated Statements of Loss and Comprehensive Loss

Three Month Three Month

Period Ended Period Ended

For the Three Months Ended September 30, 2020 and 2019 September 30, September 30,

(Unaudited - Expressed in United States Dollars) 2020 2019

REVENUE 11,942,640$ 7,136,222$

Production Costs (6,846,390) (5,381,906)

Gross Profit Before Fair Value Adjustments 5,096,250 1,754,316

Realized Fair Value Amounts Included in Inventory Sold (5,879,438) (844,142)

Unrealized Fair Value Gain on Growth of Biological Assets 2,908,834 (7,839,571)

Gross Profit 2,125,646 (6,929,397)

EXPENSES

Depreciation 355,450 515,486

Professional fees 546,128 1,421,033

Salaries and wages 3,347,061 2,023,027

Selling, general and administrative expenses 2,170,871 4,058,524

Share Based Compensation 524,052 229,916

6,943,562 8,247,986

OTHER INCOME (EXPENSE)

Loss on sale of property and equipment - (4,752)

Gain on disposal of assets 16,437,897 -

Loss on assets held for sale (446,544) -

Interest expense, net (1,356,834) (871,781)

Accretion expense (19,669) (72,976)

Gain (Loss) on Derivative Liability (4,066,335) -

Inventory adjustment (151,328) 346,493

Other income (expense) 138,645 (222,852)

Total Other Income (Expense) 10,535,832 (825,868)

INCOME (LOSS) BEFORE INCOME TAXES 5,717,916 (16,003,251)

Current income taxes (2,674,900) 346,000

Deferred income taxes (3,390,000) 3,160,000

PROVISION FOR INCOME TAXES (6,064,900) 3,506,000

LOSS AND COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS (346,984) (12,497,251)

LOSS AND COMPREHENSIVE LOSS FROM DISCONTINUED OPERATIONS 469,236 (2,068,255)

TOTAL LOSS AND COMPREHENSIVE LOSS 122,252$ (14,565,506)$

Weighted Average Shares Outstanding - basic and diluted 98,871,038 24,299,953

Net Loss Per Share - basic and diluted

- Continuing Operations (0.00) (0.51)

- Discontinued Operations 0.00 (0.09)

Consolidated Statements of Financial Position

|| 22

Vireo Health, Inc.

Consolidated Statements of Financial Position

As at September 30, 2020 and December 31, 2019 September 30, December 31,

(Unaudited - Expressed in United States Dollars) 2020 2019

ASSETS

Current Assets

Cash 16,281,768$ 7,641,673$

Restricted Cash 1,592,500 1,592,500

Note Receivable 3,750,000 -

Receivables 619,491 1,025,963

Inventories 38,343,055 32,437,308

Biological Assets 13,513,582 6,134,209

Prepaid Expenses 2,365,580 2,285,548

Deferred acquisition costs 28,136 28,136

Assets Held for Sale 4,787,026 -

81,281,138 51,145,337

Non-Current Assets

Right of Use Asset 19,369,077 25,921,603

Property and Equipment 15,155,239 13,326,337

Deposits 1,648,423 2,651,366

Deferred Loss on Sale Leaseback - 30,481

Goodwill 3,132,491 3,132,491

Intangible Asset 8,562,776 9,001,237

47,868,006 54,063,515

Total Assets 129,149,144$ 105,208,852$

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

Accounts Payable and Accrued Liabilities 7,725,246$ 3,140,086$

Current portion of Right of Use Liability 776,541 619,827

Warrant Liability 8,587,565 -

Liabilities Held for Sale 3,637,026 -

20,726,378 3,759,913

Long-Term Liabilities

Deferred Income Taxes 12,715,000 4,528,000

Right of Use Liability 22,011,662 28,665,681

Long-Term Debt 1,110,000 1,110,000

Convertible debt 833,408 817,446

57,396,448 38,881,040

Shareholders' Equity

Share Capital 122,511,602 118,453,142

Reserves 20,207,921 7,962,509

Retained Earnings (70,966,827) (60,087,839)

71,752,696 66,327,812

Total Liabilities and Equity 129,149,144$ 105,208,852$

Consolidated Statements of Cash Flows

|| 23

Vireo Health, Inc.

Consolidated Statements of Cash Flows

Nine Months Ended Nine Months Ended

For the Nine Months Ended September 30, 2020 and 2019 September 30, September 30,

(Unaudited - Expressed in United States Dollars) 2020 2019

Cash Flows from Operating Activities:

Net Loss (10,878,988)$ (19,884,720)$

Items Not Affecting Cash:

Depreciation and Amortization 1,607,649 2,101,142

Loss on Sale of Property and Equipment 35,449 (5,652)

Share Based Compensation 12,245,412 686,868

Gain on disposal of business (16,437,897) -

Loss on assets held for sale 446,544 -

Loss on derivative liability 5,032,537 -

Fair Value Adjustment on Sale of Inventory 18,842,382 11,433,782

Fair Value Adjustment on Growth of Biological Assets (35,022,153) (11,994,442)

Interest Expense 3,805,740 1,694,898

Deferred Income Taxes 7,952,000 (1,508,000)

Deferred financing and acquisition costs - 1,836,750

Listing expense - 2,994,606

Amortization of deferred tenant improvements - (175,341)

Deferred gain/loss on sale leaseback 30,481 1,906

Cash flows used in discontinued Operations 2,363,077 1,624,119

Changes in non-cash working capital 3,889,776 (5,174,015)

Cash Flows Used in Operating Activities (6,087,991) (16,368,099)

Cash Flows from Investing Activities:

Purchase of Property and Equipment (4,017,205) (6,188,681)

Proceeds on sale of Property and Equipment - 982,391

Acquisition Costs - (15,937,223)

Divestitures 16,637,489 -

Deposits 30,943 (15,222)

Cash flows used in discontinued Operations (188,718) (240,910)

Cash Flows from ( Used in) Investing Activities 12,462,509 (21,399,645)

Cash Flows from Financing Activities:

Proceeds from private placement, net of issuance costs 7,613,490 47,542,878

Lease payments (479,504) (73,972)

Interest Paid (3,423,454) (1,398,298)

Cash flows used in discontinued Operations (1,291,809) (1,564,266)

Cash Flows from Financing Activities 2,418,723 44,506,342

Net Change in Cash 8,793,241$ 6,738,598$

Cash, Beginning of the Period 7,641,673 9,624,110

Cash, End of the Period 16,434,914$ 16,362,708$

Reconciliation of IFRS to Non-IFRS Financial Measures

Three Months Ended

September 30,

2020 2019

Net income (loss) 122,252$ (14,565,506)$

Interest expense, net 1,356,834 871,781

Accretion expense 19,669 72,976

Income taxes 6,064,900 (3,506,000)

Depreciation 355,450 515,486

Amortization 153,357 727,731

EBITDA (non-IFRS) 8,072,462$ (15,883,532)$

Net fair value adjustments 2,970,604 8,683,713

Gain (Loss) on Derivative Liability 4,066,335 -

Inventory adjustment 151,328 (346,493)

Share-based compensation 524,052 229,916

(Gain)/Loss from discontinued operations (469,236) 2,068,255

Loss on assets held for sale 446,544 -

Gain on sale of discontinued operations (16,437,897) -

Adjusted EBITDA (non-IFRS) (675,808)$ (5,248,141)$

Net Loss Per Share - basic and diluted for the nine months ended September 30, 2020 and 2019 was $ (0.12) and $(0.00) ,

respectively.

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