From the rich soils of Southern Oregon's Emerald Triangle, Hemptown USA is producing some of the finest cannabinoid products in the world. Hemptown USA’s toolkit is a unique one. Combined with our vertically integrated business model we are in firmly positioned to capitalize on a global market expected to exceed $22 billion by 2020.

1. Q1 2019 Investor Presentation
Soil to Oil
Positioned for Global Growth
www.hemptownusa.com

2. DisclaimerIMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING.
The information contained in this document has been prepared by Hemptown Organics Corp. (“Hemptown” or the “Company”) and contains confidential information pertaining to the
business, operations, assets and prospects of the Company. The information contained in this document (a) is provided as at the date hereof and is subject to change without notice,
(b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company, and (c) is not to be considered as
a recommendation by the Company that any person make an investment in the Company. An investment in the Company is speculative and involves a number of risks that should be
considered by a prospective investor. Prospective investors should carefully consider the risk factors described under “Risk Factors” in this presentation before investing in the Company
and purchasing the securities described herein. No sales of the securities of the Company shall be made until the Company and the potential investor enter into a subscription agreement
for such securities. This document is confidential and is being provided to you solely for your information and may not be reproduced, in whole or in part, in any form or forwarded or further
distributed to any other person. Any forwarding, distribution or reproduction of this document in whole or in part is unauthorized. This presentation is not, and under no circumstances is
to be construed as, a prospectus, or advertisement or a public offering of securities of the Company. Prospective investors should not assume that this document is complete and should
conduct their own analysis and investigation of the Company and consult with their own financial, legal, tax and other business advisors before investing in the Company. By accepting
and reviewing this document, you acknowledge and agree (i) to maintain the confidentiality of this document and the information contained herein, (ii) to protect such information in the
same manner you protect your own confidential information, which shall be at least a reasonable standard of care, and (iii) to not utilize any of the information contained herein except to
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS: Certain statements in this presentation constitute forward-looking
statements and forward looking information within the meaning of applicable Canadian and United States securities legislation (collectively herein referred to as “forward-looking
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are forward-looking. Such forward-looking statements are expectations only and are subject to known and unknown risks, uncertainties and other important factors, including, but not
limited to, risk factors included in this presentation, that could cause the actual results, performance or achievements of the Company or industry results to differ materially from any
future results, performance or achievements implied by such forward-looking statements. Such risks and uncertainties include, among others, acquisition risks, the fact the Company is in
the early stage of development and has a limited operating history, the fact the Company has limited resources, dependence on obtaining and maintaining regulatory approvals, including
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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 presentation, 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 statements, 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.
Prospective investors 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
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An investment in the Company is speculative and involves substantial risk and is only suitable for investors that understand the potential consequences and are able to bear the risk of
losing their entire investment. Investors should consider the risk factors described under “Risk Factors” in this presentation, in addition to many others, and consult with their own legal,
tax and financial advisors with respect to all such risks before making an investment.
CAUTIONARY NOTE REGARDING FUTURE-ORIENTED FINANCIAL INFORMATION: To the extent any forward-looking statement in this presentation constitutes “future-oriented financial
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expenses profiles provided in this presentation. Such information is presented for illustrative purposes only and may not be an indication of the Company’s actual financial position or
results of operations.
THIRD PARTY INFORMATION: This presentation includes market and industry data which was obtained from various publicly available sources and other sources believed by the Company
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representation as to the accuracy of such information.
TAXATION: Prospective investors should be aware that the purchase of securities of the Company or any entity related thereto may have tax consequences both in Canada and the United
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purchase, ownership or disposition of any such securities.
RESALE: The securities are being offered on a private placement basis in reliance upon prospectus and registration exemptions under applicable securities legislation. Resale of the
securities offered hereby will be subject to restrictions under applicable securities legislation, which will vary depending on the relevant jurisdiction. Generally, such securities may be resold
only pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation or pursuant to an exemption order granted by appropriate securities
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amended (the “1933 Act”), or under applicable state or foreign securities laws.
U.S. INVESTOR NOTICE: This presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of the Company in any
jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been approved
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any Canadian provincial securities regulator passed on the accuracy or adequacy of the disclosures contained herein and any representation to the contrary is a criminal offense. Any
representation to the contrary is a criminal offense. The securities offered hereby have not been registered under the 1933 Act, or the securities laws of any state and are being offered in
reliance upon certain exemptions from registration under such laws.
INVESTOR NOTICE STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSION FOR CANADIAN INVESTORS
Securities legislation in certain of the provinces of Canada provides purchasers with rights of rescission or damages, or both, where an offering memorandum or any amendment to it
contains a misrepresentation. A “misrepresentation” is an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to
make any statement not misleading in the light of the circumstances in which it was made.
These remedies must be commenced by the purchaser within the time limits prescribed and are subject to the defences contained in the applicable securities legislation. Each purchaser
should refer to the provisions of the applicable securities legislation for the particulars of these rights or consult with a legal advisor.
The following rights will only apply to a purchaser of securities of Hemptown in the event that this corporate presentation is deemed to be an offering memorandum pursuant to applicable
securities legislation in certain provinces of Canada and are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended
to correspond to the provisions of the relevant securities laws and are subject to the defences contained therein. The following summaries are subject to the express provisions of the
applicable securities statutes and instruments in the below-referenced provinces and the regulations, rules and policy statements thereunder and reference is made thereto for the complete
text of such provisions.
Ontario Investors: Under Ontario securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory
right of action for damages, or while still the owner of the securities, for rescission against the issuer or any selling security holder if the offering memorandum contains a misrepresentation
without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser
first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the securities. The right of action for rescission is exercisable
not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right
of action for damages against the issuer or any selling security holder. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the
purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no liability. In the
case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of
the securities as a result of the misrepresentation relied upon.
These rights are not available for a purchaser that is (a) a Canadian financial institution or a Schedule III Bank (each as defined in National Instrument 45-106 – Prospectus Exemptions),
(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), or (c) a subsidiary of any person referred to in paragraphs (a)
and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.
These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to
an Ontario purchaser. Not all defences upon which an issuer, selling security holder or others may rely are described herein. Ontario purchasers should refer to the complete text of the
relevant statutory provisions.
Alberta and British Columbia and Québec Investors: By purchasing securities of the Company, purchasers in Alberta and British Columbia are not entitled to the statutory rights described
above. In consideration of their purchase of securities of the Company and upon accepting a purchase confirmation in respect thereof, such purchasers are hereby granted a contractual
right of action for damages or rescission that is substantially the same as the statutory right of action provided to residents of Ontario who purchase securities of the Company.

3. 3 HEMPTOWN ORGANICS

4. Investment Highlights
300
200
100
0
HARVEST
ACRES
ACRES
2018 ACTUAL
HARVEST
(CWEB 2018
Harvest - 300 acres)
2019
PLANNED ACRES
500,000
400,000
300,000
200,000
100,000
0
BIOMASS FOR
PROCESSING
LBS
2019
PROJECTIONS
(CWEB 2019
Projection - 600,000 lbs)
2018
ACTUAL
300+
50
110,000
500,000+
 Flagship assets located in one of America's most prolific
farming regions
 Unparalled farming experience, outdoor farming at
scale requires significant know-how
 Access to high-yield genetics that are capable of 10%+
CB-type cannabinoids vs. 4% industrial hemp
 Multi-state expansion
 Full Spectrum Oil commands premium pricing over
CWEB – Onsite extraction to be ready in 6 months
 Best in-class management combining expertise from
operations, marketing, regulatory and finance
4 HEMPTOWN ORGANICS

5.  An entirely new industry focused on
agriculture, processing, pharmaceutical
and consumer products
 Other cannabinoids including CBG, CBN,
THCV will fuel market growth
 Current market costs for CBG isolate are
upwards of $30,000/kg with few suppliers
A Significant OpportunityCannabinoids:
30
20
10
0
US HEMP-DERIVED CBD SALES FORECAST
Source: Brightfield Group, Business Insider
2018 2019 2020 2021 2022
$BILLIONS
$591M
$5.3B
$11.2B
$18.4B
$22B
The 2018 US Farm Bill legalized hemp at the
federal level, opening the door to a new era of
CBD commoditization.
The US Market is Projected to hit US$22B by 2022
Hemptown’s 2019 crop will produce high CBG,
full spectrum hemp for a rapidly growing market
5 HEMPTOWN ORGANICS

6. 35.7
Billion
Potential European
Medical Marijuana
Market
48.9
Billion
Potential
European
Hemp Market
Our unique combination of economies of scale
and specialization in CBD and CBG will be
an advantage in securing international supply
contracts.
Executive team holds key contacts with major
“CBD-ready” consumer brands in EU and the UK
Specifically engineered strains and patents
for multinational consumer products
Poised For Global Growth
Source: Prohibition Partners, 2018.
6 HEMPTOWN ORGANICS

7. Economics At A Glance
Source: Brightfield Group, Oregon CBD
IN-HOUSE
EXTRACTION
=
INCREASED
MARGINS COST TO GROW
OUTDOOR CANNABIS
IS $200-500/LB
COST TO GROW
GREENHOUSE CANNABIS
IS $500-$800/LB
COST TO GROW INDOOR
CANNABIS IS $900-
$1200/LB
$ PER LB.
1200
1000
800
600
400
200
0
COST TO GROW FEMINIZED
HEMP FOR CBD AND CBG IS
$5-$10/LB
30
25
20
15
10
5
0
$THOUSAND
CBD 58% Full
Spectrum Oil
CBD 99%
Isolate
CBG
Isolate
$7000/kg$6,960/kg
REVENUE DRIVERS COST CONSIDERATIONS
$27,000/kg
$29/kg
($65/lb)
CBG
Biomass
$118/kg
($260/
CBD
Biomass
TARGETING FOR
2020 REVENUE
HEMPTOWN ORGANICS7

8. Proven Operators
JOHN
CUMMINGS
CEO
Rod Wolterman founded
OregonSol in 2016.
Mr. Wolterman has extensive
experience in the cannabis
sector, having been active within
the sector since 1998, when
Provision 215 was approved to
legalize medical cannabis at
scale in California.
Mr. Wolterman acted as a private
equity investor in numerous
medical marijuana dispensaries
and cultivation operations in
Southern California.
Ross Westbrook is a veteran
entrepreneur with more than
27 years of experience as a
senior executive of agricultural
companies in complex, highly
regulated markets.
He personally farmed 180 acres
for 20+ years. Mr Westbrook
also coordinated sales programs
for more than 100 independent
growers over a 20+ year span.
Mr. Westbrook, has been active
in the emerging Cannabis CBD
industry, marketing 5 independent
CBD product lines directly to
consumers in Southern California
markets.
Michael Townsend has worked
in corporate finance for over 25
years.
Mr. Townsend is the founding
partner of Altus Capital Partners,
a boutique investment bank in
Vancouver, BC, Canada.
Mr. Townsend has been involved
in raising over $180 million over
the past 10 years.
Mr. Townsend co-founded Patriot
One Technologies Inc. and Body
and Mind Inc.
John led the compliance and
special projects efforts for
Kings Garden, one of the largest
vertically integrated operators in
the state of California.
Mr. Cummings spent a year in
Europe (Macedonia) launching
the continent's first GMP and
ISO accredited cultivation and
manufacturing facility.
Mr. Cummings is an
experienced professional with
over 20 years of finance,
marketing, sales and project
management experience.
ROD
WOLTERMAN
Founder Chairman
MICHAEL
TOWNSEND
President
ROSS
WESTBROOK
COO
Dr. Chiu is proven leader with
over 15 years of combined
domestic and international
experience in biomedical,
chemical, cosmetic, medical
and technology industries.
A graduate of Rensselaer
Polytechnic Institute he earned
his masters of Science from
Seton Hall University.
His background and experience
allowed him to accomplish and
advise in areas of Alzheimer’s
research, antimicrobial research,
breast cancer research,
dermatology, drug addictions
research and green technologies.
A former research scientist
with Merck and Pfizer Dr. Chiu
is a regular Tedx speaker and
contributor.
DR. GORDON
CHIU
Chief Science Officer
HEMPTOWN ORGANICS8

9. KEITH
STRIDE
CMO
Joining the company as Chief
Marketing Officer Keith Stride
brings to Hemptown over 20
years of diverse marketing
experience. With a particular
focus on retail and B2B
communications, Keith has
worked with brands like BMW,
Rogers Communications,
Dairyland, Mark’s and
Intrawest.
Most recently he served as a
marketing lead for Best Buy
where he played a key role
in redefining the company
in a rapidly changing retail
environment.
JOHN
GUSTIN
John Gustin has organized
scientific advisory boards
consisting of Nobel Laureates
in Medicine and physiology with
affiliations to Sloan-Kettering
Institute for Cancer Research,
the National Institute of Mental
Health, Harvard Medical School
and Beth Israel Hospitals.
He has numerous inventions and
publications on the subjects of
immunology, diabetes, obesity
and sports nutrition
Advisor
Zenova Labs
Dr. McCarthy is a biochemist
with long-term interests in health
and wellness research always
seeking out and promoting the
best ideas to help people achieve
exceptional health and wellbeing.
Dr. McCarthy is a published book
author and has multiple
publications in the scientific
literature. He has also worked in
intellectual property as a patent
agent at The Scripps Research
Institute in La Jolla, California.
MIKE
McCARTHY | PH.D
Advisor
Zenova Labs
DEREK
SIEGEL
Advisor | Legal
Dla Piper Toronto
Derek Sigel practises in the
areas of securities, corporate
finance, and mergers and
acquisitions as well as general
corporate/commercial law. He
primarily focuses on the
technology, electronic commerce,
telecommunications and
resource sectors.
He has worked with some of
the top hemp and cannabis
companies both in Canada and the
U.S., including Charlottes
Web, Wayland Group, Medreleaf,
iAnthus, Canntrust, and Trulieve
Cannabis Corp.
PATRICK GOGGIN
Advisor | Legal
Hoban Law Group
California
Patrick Goggin is a Senior
Attorney at Hoban Law Group.
He has waged battle on the
frontlines of industrial hemp
and general cannabis reform
for two decades.
Based in San Francisco, he
served as co-counsel in the
seminal HIA v. DEA cases in
the early 2000s.
Mr. Goggin led the industry
effort with Senator Mark
Leno in 2013 to finally pass
California’s Industrial Hemp
Farming Act after three vetoes.
Proven Operators
HEMPTOWN ORGANICS9

10. Leading Genetics:
Source: Brightfield Group
COMPETITIVE
Higher Yields vs.Industrial Hemp
Hemptown has exclusive rights to
1 million rare CBG seeds for
the 2019 growing season and
following 4 years
Yielding up to 15% - 20% full
spectrum CBD, and other
cannabinoids, Hemptown produces
some of the world’s most
coveted profile
Exclusive seed rights positions
Hemptown to be one of the five
largest CBG producers in the US
in 2019
Maintaining market leadership will
rely on proprietary genetics for
strains high in CBG, CBD, CBN and
other high-potential cannabinoids
10 HEMPTOWN ORGANICS

11. Soil To Oil
400
300
200
100
0
THOUSAND LBS
HARVEST
AMOUNT
20192018
110,000
200
150
100
50
0
$MILLION
HARVEST
REVENUE
20202019
$8.1M -$12.6M HTO
EXPECTED REVENUE
$60M -$180M
POTENTIAL REVENUE326,000
Photos taken at Hemptown Organics Corp. Central Point, Oregon11 HEMPTOWN ORGANICS

12. Growth Strategy
TARGETING 4,000,000 LBS IN 2019
EMERALD TRIANGLE
OREGON
 350+ acres in 2019
 1500 acres in 2020
 Target of 1m lbs of biomass in 2019
OWENTON
KENTUCKY
 500 acres in 2019
 Up to 2,000 acres in 2020
 Target of 1m lbs of biomass in 2019
NORTHERN
CALIFORNIA
 Up to 500 acres in 2019
 Target of 1m lbs of biomass in 2019
COLORADO
 Up to 500 acres in 2019
 Up to 1,500 acres in 2020
 Target of 1m lbs of biomass in
12 HEMPTOWN ORGANICS

13. 2350 ACRES BY 2020
Based on ongoing negotiations and subject offer approval
Growth Strategy
FARM
EXPANSION
OREGON
 350+ Acres in 2019
KENTUCKY
 Joint venture for
500+ Acres in 2019
COLORADO
 Joint Venture up to
1,500 Acres by 2020
CALIFORNIA
 Contract farm up to
500+ Acres by 2020
VERTICALLY
INTEGRATE
PROCESSING
 Expand extraction
capabilities to increase
profit margins by
providing CBD and CBG
isolates and distillates
 Develop B2B channels
as well as new products
and formulations for
direct-to-consumer
market
IMPLEMENT
GLOBAL
STRATEGY
 Expand distribution
and growing operations
globally through
strategic partnerships
and contracts with
leading Fortune 500
brands
STRATEGIC
ACQUISITIONS
 Expand through
acquisition of industry
leading farming
operations, companies,
and brands
PATENTS
 Develop market
leading IP portfolio,
including current
acquisition of proprietary
water-soluble delivery
system
HEMPTOWN ORGANICS13

14. Sales and Distribution
Coca-Cola...is interested in
drinks infused with CBD
September 17, 2018
Will CBD Entirely Eclipse
Cannabis Market??
September 12, 2018
[CBD] brands that are going to be able to make
it to the shelves of Target, Walgreens, and CVS
December 4, 2018
CONTRACT
WHOLESALE
BULK
WHOLESALE
IN-HOUSE
BRANDS
WHITE LABELED
PRODUCTS
BRANDS ACTIVELY SEEKING TO DEVELOP CBD PRODUCTS
CLIFF BAR RED BULL COCA COLA ARIZONA ICE TEA
HEMPTOWN ORGANICS14

15. Disruptive Product Formulation
WATER SOLUBILITY VS.
WATER COMPATIBILITY
BIO
AVAILABILITY EFFICACY
VS.
15 HEMPTOWN ORGANICS

16. A rare combination of
product efficacy and
branding elegance
Inspired by the strength and unbridled nature of the surrounding Siskiyou Klamath region, Siskū Botanicals is
Hemptown's first in-house line of branded products.
From its brand story to its look, feel and efficacy - Siskū is set to redefine the Cannabinoid packaged goods
space.

17. Use of Funds
Proprietary Genetics (CBD/CBG seeds) $3.5 million
Deutsch Extraction Machines $2.6 million
GMP Lab Facilities $1.4 million
Farm Land Lease - Oregon $1.3 million
Farm Capital Expenses (Equipment etc.) $1.3 million
Office Lease $150k
Farm Operational Expenses (Labour etc.) $1.8 million
Development of Proprietary Formulas/Products $150k
Patent Development/Acquisition $150k
Product Manufacturing $500k
Branding Company and Products $250k
Marketing/Sales - Products $300k
Travel and Promotion $500k
Management $1 million
Accounting $75k
Auditor $90k
Investor Relations $500k
Public Relations $100k
Consulting $120k
US Legal $180k
Canadian Legal $290k
Commission $800k
General and Admin $100k
Contingency $1.4 million
Use of proceeds USD$20m - March 2019 Convertible Debenture
ITEM COST ITEM COST
Total $20 million
17 HEMPTOWN ORGANICS

18. Economics
Plants (per acre) 1815 1815
Biomass (per plant) 1.23lbs 1.23lbs
Yield (per acre) 2232.45lbs 2232.45lbs
Per Acre Stats CBD CBG
Revenue - Average $130,000 $260,000
Per Acre Revenue** CBD @ $65/lb CBG @ $130/lb
Seed Costs (per acres) $1,815 $3,630
Land and Materials $3,432 $2,432
Labour $6,000 $6,000
Drying/Final Prep $4,800 $4,800
Shipping and Storage $5,000 $5,000
Processing $10,000 $10,000
Total Costs $31,047 $31,682
Gross Margin 76.12% 87.75%
Gross Profit - 100 Acres $9,895,300 $22,813,800
Gross Profit - 300 Acres $35,895,300 $74,813,800
Per Acre Costs CBD CBG
* All figures are illustrative and may be subject to change based on variable market conditions
** Market pricing is based on average data from RAW (HEMPmarket.place) and is current as of Feburary 2019
Sources: OregonCBD, RAW (HEMPmarket.place), Brightfield Group HEMPTOWN ORGANICS18

19. Capital Structure
Basic Shares Outstanding 53.2 MM
Warrants
@ $0.10 (expr. December 18th, 2022) 1.5 MM
@ $0.50 (expr. February 12th, 2021) 3 MM
Options
@ $1.00 1 MM
Fully Diluted Shares 58.7 MM
19 HEMPTOWN ORGANICS

20. Performance Milestones
Upon harvest of 300,000lbs of dry hemp with a
Certificate of Analysis (COA), through a licensed lab,
with 10% or more Cannabinoid (CBG or CBD) content
$100,000,000 USD Cumulative Revenue (2018 onwards)
$200,000,000 USD Cumulative Revenue (2018 onwards)
10,000,000 shares
15,000,000 shares
15,000,000 shares
HEMPTOWN ORGANICS20

21. Advisors and Partners
LEGAL LEGAL CORPORATE FINANCE
HEMPTOWN ORGANICS21

22. Contact Damien Lowry
+1 (778) 995-7265
damien@hemptownusa.com
Grow With Us
Thank You
www.hemptownusa.com

23. DisclaimerRISK FACTORS
In evaluating the proposed investment in the Company, investors should carefully consider the following risk factors relating to the offering. These risk factors are not a definitive list of all risk factors associated with the offering and the business of the Company.
Additional risks and uncertainties, including those currently unknown or considered immaterial by the Company, may also adversely affect the shares and/or the business of the Company. The following are risk factors which investors should carefully consider
before making an investment decision.
The acquisition of any of the securities of the Company is speculative, involving a high degree of risk and should be undertaken only by persons whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate
liquidity in their investment. An investment in the securities of the Company should not constitute a major portion of an individual’s investment portfolio and should only be made by persons who can afford a total loss of their investment.
Risks Related to the Regulatory Environment
Risks Associated with Numerous Laws and Regulations: The production, labeling and distribution of the products that the Company proposes to distribute are regulated by various federal, provincial, state and local agencies. These governmental authorities may
commence regulatory or legal proceedings, which could restrict the permissible scope of the Company’s ability to sell its products in the future.
The Company may be subject to regulation by the U.S. Drug Enforcement Agency (“DEA”) and other agencies as a result of the manufacture and sale of its CBD products. The shifting compliance environment and the need to build and maintain robust systems to
comply with different regulations in multiple jurisdictions increases the possibility that the Company may violate one or more of the requirements. If the Company’s operations are found to be in violation of any of such laws or any other governmental regulations,
the Company may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of the Company’s operations, any of which could adversely affect the Company’s business and financial results.
Uncertainty Caused by Recent Changes to Regulatory Framework: With the passing of the Agriculture Improvement Act of 2018 (the “2018 Farm Bill”), hemp has been permanently removed from the U.S. Controlled Substances Act (the “CSA”) and has been
deemed an agricultural commodity, no longer mistaken as a controlled substance, like cannabis. By redefining hemp to include its “extracts, cannabinoids and derivatives,” the United States Congress has removed popular hemp products -- such as hemp-derived
CBD -- from the purview of the CSA. Accordingly, many believe the DEA no longer has any claim to interfere with the interstate commerce of hemp products. Given the recent passage of the 2018 Farm Bill, it is unclear what impact this development will have on
U.S. federal government enforcement policy, the hemp industry and the production and sale of hemp-derived products, including the products the Company is proposing to produce and sell. The hemp and CBD industries are new industries, subject to regulation,
and there can be can be no assurance that it will grow, flourish or continue to the extent necessary to permit the Company to succeed.
The Company is Subject to Applicable Anti-Money Laundering Laws and Regulations: The Company is subject to a variety of laws and regulations that involve money laundering, financial recordkeeping and proceeds of crime, including the U.S. Currency and
Foreign Transactions Reporting Act of 1970 (commonly known as the Bank Secrecy Act), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT
Act), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities
in the United States and Canada.
In February 2014, the Financial Crimes Enforcement Network (“FCEN”) of the U.S. Department of the Treasury issued a memorandum providing instructions to banks seeking to provide services to marijuana related businesses (the “FCEN Memo”). The FCEN
Memo states that in some circumstances, it may not be appropriate to prosecute banks that provide services to marijuana-related businesses for violations of federal money laundering laws. It refers to supplementary guidance that Deputy Attorney General Cole
issued to federal prosecutors relating to the prosecution of money laundering offenses predicated on cannabis-related violations of the CSA. It is unclear at this time whether the current administration will follow the guidelines of the FCEN Memo.
If any of the Company’s investments, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such investments in the United States were found to be in violation of money laundering legislation or otherwise,
such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of the Company to declare or pay dividends, effect other distributions
or subsequently repatriate such funds back to Canada.
Constraints on Marketing Products: The development of the Company’s business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by government regulatory bodies. The regulatory environment in the
United States limits the Company’s ability to compete for market share in a manner similar to other industries. If the Company is unable to effectively market its products and compete for market share, or if the costs of compliance with government legislation
and regulation cannot be absorbed through increased selling prices for its products, the Company’s sales and operating results could be adversely affected.
Risks Generally Related to the Company
Unfavorable Publicity or Consumer Perception: The Company believes its industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of its products and perceptions of regulatory compliance. Consumer perception of the
Company’s products can be significantly influenced by regulatory investigations, litigation, media attention and other publicity. There can be no assurance that future regulatory proceedings, litigation, media attention or other research findings or publicity will be
favourable to the CBD market or any particular product, or consistent with earlier publicity. The Company’s dependence upon consumer perceptions means that adverse regulatory proceedings, litigation, media attention or other publicity, whether or not accurate
or with merit, could have a material adverse effect on the Company, the demand for products, and the business, results of operations, financial condition and cash flows of the Company. Further, adverse publicity reports or other media attention regarding the
safety, efficacy and quality of CBD products in general, or the Company’s products specifically, or associating the consumption of CBD products with illness or other negative effects or events, could have such a material adverse effect. Consumers, vendors,
landlords/lessors, industry partners or third-party service providers may incorrectly perceive hemp products as marijuana thereby applying the unfavourable stigma of marijuana to the Company’s products. Such adverse publicity reports or other media attention
could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products legally, appropriately or as directed.
Limited Operating History: The Company has a limited operating history, which can make it difficult for investors to evaluate the Company’s operations and prospects and may increase the risks associated with investment into the Company. The Company’s
business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stage of development.
Competition: The markets for businesses in the CBD and hemp oil industries are competitive and evolving. In particular, the Company faces strong competition from both existing and emerging companies that offer similar products. Some of its current and
potential competitors may have longer operating histories, greater financial, marketing and other resources and larger customer bases than the Company has. Given the rapid changes affecting the global, national, and regional economies generally and the CBD
industry, in particular, the Company may not be able to create and maintain a competitive advantage in the marketplace. The Company’s success will depend on its ability to keep pace with any changes in such markets, especially in light of legal and regulatory
changes. Its success will depend on the Company’s ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by the Company to anticipate or respond adequately to such changes could have a
material adverse effect on its financial condition, operating results, liquidity, cash flow and operational performance.
Future Acquisitions or Dispositions: Material acquisitions, dispositions and other strategic transactions involve a number of risks, including: (i) potential disruption of the Company’s ongoing business, (ii) distraction of management, (iii) the Company may become
more financially leveraged, (iv) the anticipated benefits and cost savings of those transactions may not be realized fully or at all or may take longer to realize than expected, (v) increasing the scope and complexity of the Company’s operations, and (vi) loss or
reduction of control over certain of the Company’s assets. Additionally, the Company may issue additional equity interests in connection with such transactions, which would dilute a shareholder’s holdings in the Company.
The size of the Company’s target market is difficult to quantify and investors will be reliant on their own estimates on the accuracy of market data
Because the Company’s industry is in an early stage with uncertain boundaries, there is a lack of information about comparable companies available for investors to review in deciding about whether to invest in the Company and, few, if any, established companies
whose business model the Company can follow or upon whose success the Company can build. Accordingly, investors will have to rely on their own estimates in deciding about whether to invest in the Company. There can be no assurance that the Company’s
estimates will be accurate or that the market size is sufficiently large for its business to grow as projected, which may negatively impact its financial results.
Research and Market Development: Although the Company will be committed to researching and developing new markets and products and improving existing products, there can be no assurances that such research and market development activities will prove
profitable or that the resulting markets and/or products, if any, will be commercially viable or successfully produced and marketed.
Due to the early stage of the CBD industry, forecasts regarding the size of the industry and the sales of products by the Company is inherently subject to significant unreliability. A failure in the demand for products to materialize as a result of competition,
technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.
Environmental Risk and Regulation: The operations of the Company are subject to environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations
on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors (or the equivalent thereof) and employees. There is no assurance that future changes in environmental regulation, if any, will
not adversely affect the operations of the Company.
Operation Permits and Authorizations: The Company may be required to obtain and maintain certain permits, licenses and approvals in the jurisdictions where its products are licensed. There can be no assurance that the Company will be able to obtain or maintain
any necessary licenses, permits or approvals. Moreover, the Company and/or third-party suppliers of CBD hemp oil products could be required to obtain a CSA permit, which would likely not be a feasible option for retail products. Any material delay or inability
to receive these items is likely to delay and/or inhibit the Company’s ability to conduct its business, and would have an adverse effect on its business, financial condition and results of operations.
Product Liability: The Company may be subject to various product liability claims, including, among others, that its products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or
interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect the Company’s reputation, and could have a material adverse effect on its business and operational results.
Risks Inherent in an Agricultural Business: The Company’s business is dependent on the outdoor growth and production of hemp, an agricultural product. As such, the risks inherent in engaging in agricultural businesses apply. Potential risks include low yields, the
risk that crops may become diseased or victim to insects or other pests and contamination, or subject to extreme weather conditions such as excess rainfall, freezing temperature, or drought, all of which could result in low crop yields, decreased availability of hemp,
and higher acquisition prices. The Company’s ability to obtain adequate (or any) insurance relating to the foregoing risks may be limited. There can be no guarantee that an agricultural event will not adversely affect the Company’s business and operating results.
Hemp Plant Specific Agricultural Risks: Hemp plants can be vulnerable to various pathogens including bacteria, fungi, viruses and other miscellaneous pathogens. Such instances often lead to reduced crop quality, stunted growth and/or death of the plant.
Moreover, hemp is phytoremediative meaning that it may extract toxins or other undesirable chemicals or compounds from the ground in which it is planted. Various regulatory agencies have established maximum limits for pathogens, toxins, chemicals and other
compounds that may be present in agricultural materials. If the Company’s hemp is found to have levels of pathogens, toxins, chemicals or other undesirable compounds that exceed established limits, the Company may have to destroy the applicable portions
of its hemp crop. Should the Company’s crops be lost due to pathogens, toxins, chemicals or other undesirable compounds, it may have a material adverse effect on its business and financial condition.
Key Personnel: The Company’s success and future will depend, to a significant degree, on the continued efforts of its directors, officers and key employees, including certain technical individuals, and sales and marketing personnel, the retention of which
cannot be guaranteed. The loss of key personnel could materially adversely affect the Company’s business. The loss of any such personnel could harm or delay the plans of the Company’s business either while management time is directed to finding suitable
replacements (who, in any event, may not be available), or, if not, covering such vacancy until suitable replacements can be found. In either case, this may have a material adverse effect on the future of the Company’s business. Competition for such personnel
can be intense, and the Company cannot provide assurance that it will be able to attract or retain highly qualified technical, sales, marketing and management personnel in the future.
Management of Growth: As the Company grows, the Company will also be required to hire, train, supervise and manage new employees. The Company may experience a period of significant growth in the number of personnel that will place a strain upon its
management systems and resources. Its future will depend in part on the ability of its officers and other key employees to implement and improve financial and management controls, reporting systems and procedures on a timely basis and to expand, train,
motivate and manage the workforce. The Company’s current and planned personnel, systems, procedures and controls may be inadequate to support its future operations. Failure to effectively manage any future growth could have a material adverse effect on
the Company’s business, financial condition, and results of operations.
Fraudulent or Illegal Activity by Employees, Contractors and Consultants: The Company is exposed to the risk that any of its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could
include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Company that violates, (i) government regulations, (ii) manufacturing standards, or (iii) laws that require the true, complete and accurate reporting of financial
information or data. It may not always be possible for the Company to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Company to detect and prevent this activity may not be effective in controlling
unknown or unmanaged risks or losses or in protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Company,
and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on the business of the Company, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual
damages, reputational harm, diminished profits and future earnings, and curtailment of the operations of the Company, any of which could have a material adverse effect on the business, financial condition, results of operations or prospects of the Company.
Intellectual Property: The success of the Company will depend, in part, on the ability of the Company to maintain and enhance trade secret protection over their existing and potential proprietary techniques and processes. The Company may be vulnerable to
competitors who develop competing technology, whether independently or as a result of acquiring access to the proprietary products and trade secrets of the Company. In addition, effective future patent, copyright and trade secret protection may be unavailable
or limited in certain foreign countries and may be unenforceable under the laws of certain jurisdictions. Failure of the Company to adequately maintain and enhance protection over its proprietary techniques and processes could have a materially adverse impact
on the business, financial condition and operating results of the Company.
Availability of Adequate Crop Insurance: The Company may not be able to obtain crop insurance at economically feasible rates, on acceptable terms or at all. As a result, the Company may have limited or no recourse in the event of a failed crop or other event
that standard crop insurance would typically insure against. Such inability may adversely affect the Company’s business and operating results.
Litigation: The Company may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against it, such a decision could
adversely affect the ability of the Company to continue operating and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant resources.
Operational Risks: The Company may be affected by a number of operational risks and may not be adequately insured for certain risks, including: labor disputes; catastrophic accidents; fires; blockades or other acts of social activism; changes in the regulatory
environment; impact of non-compliance with laws and regulations; natural phenomena, such as inclement weather conditions, floods, earthquakes and ground movements. There is no assurance that the foregoing risks and hazards will not result in damage to, or
destruction of, the Company’s properties, grow facilities and extraction facilities, personal injury or death, environmental damage, or have an adverse impact on the Company’s operations, costs, monetary losses, potential legal liability and adverse governmental
action, any of which could have an adverse impact on the future cash flows, earnings and financial condition of the Company. Also, the Company may be subject to or affected by liability or sustain loss for certain risks and hazards against which they may elect
not to insure because of the cost. This lack of insurance coverage could have an adverse impact on future cash flows, earnings, results of operations and financial condition of the Company.
Difficulty Implementing Business Strategy: The growth and expansion of the Company is heavily dependent upon the successful implementation of its business strategy. There can be no assurance that the Company will be successful in the implementation
of its business strategy.
Conflicts of Interest: Certain of the Company’s directors and officers are, and may continue to be, involved in other business ventures through their direct and indirect participation in corporations, partnerships, joint ventures, etc. that may become potential
competitors of the technologies, products and services the Company intends to provide. Situations may arise where the other interests of these directors and officers conflict with or diverge from the Company’s interests. Certain of such conflicts may be required
to be disclosed in accordance with such procedure and remedies as applicable under applicable corporate law, however, such procedures and remedies may not fully protect the Company. In addition, in conflict of interest situations, the Company’s directors
and officers may owe the same duty to another company and will need to balance their competing interests with their duties to the Company. Circumstances (including with respect to future corporate opportunities) may arise that may be resolved in a manner
that is unfavorable to the Company.
Effect of General Economic and Political Conditions: The business of the Company is subject to the impact of changes in national or North American economic conditions including, but not limited to, recessionary or inflationary trends, equity market conditions,
consumer credit availability, interest rates, consumers’ disposable income and spending levels, job security and unemployment, and overall consumer confidence. These economic conditions may be further affected by political events throughout the world that
cause disruptions in the financial markets, either directly or indirectly. Adverse economic and political developments could have a material adverse effect on the business, financial condition, results of operations or prospects of the Company.
Information Technology Systems and Cyber Security Risk
The Company’s use of technology is critical in its continued operations. The Company is susceptible to operational, financial and information security risks resulting from cyber-attacks and/or technological malfunctions. Successful cyber-attacks and/or
technological malfunctions affecting the Company or its service providers can result in, among other things, financial losses, the inability to process transactions, the unauthorized release of customer information or confidential information and reputational risk.
Risks Related to the Offering
Resale of Securities and Liquidity: There is currently no market through which the securities of the Company may be sold and purchasers may not be able to resell those securities. There can be no assurance that an active and liquid market for securities of
the Company will develop or be maintained.
Dividends: Holders of shares of the Company will not have a right to dividends on such shares unless declared by the Company’s board of directors (the “Board”). The Company has not paid dividends in the past, and it is not anticipated that the Company will
pay any dividends in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings. The declaration of dividends is at the discretion of the Board, even if the Company has sufficient funds, net of its liabilities, to
pay such dividends, and the declaration of any dividend will depend on the Company’s financial results, cash requirements, future prospects and other factors deemed relevant by the Board.
Dilution: The Company may find it necessary in the future to obtain additional debt or equity financing to support ongoing operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no
assurance that additional financing will be available to the Company when needed or on terms acceptable to the Company. The Company’s inability to raise financing to support ongoing operations or to fund capital expenditures or acquisitions could limit the
Company’s growth and could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. If additional funds are raised through issuances of equity or convertible debt securities, existing shareholders could
suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of common shares.
Discretion in the Use of Proceeds
Management of the Company will have discretion concerning the use of the net proceeds of the offering. Therefore, an investor will be relying on the judgment of management for the application of the net proceeds of the offering. Management has discretion
to use the net proceeds of the offering in their discretion if they believe it would be in the Company’s best interest to do so and in ways that an investor may not consider desirable. If the Company does not apply these funds efficiently it may adversely affect
the operational results.