DionyMed Presentation

DIONYMED HOLDINGS INC
IN THE CANNABIS MARKET
APRIL 2018 – CONFIDENTIAL AND PROPRIETARY

© 2018 DionyMed Holdings Inc.
LEGAL MATTERS
General
This Confidential Presentation (the “Presentation”) with respect to a proposed financing (the “Transaction”) by DionyMed Holdings Inc. (“DionyMed” or the “Company”) has been compiled by management of the Company solely for
information purposes. The Presentation is for the confidential use by the recipient in order to assist such recipient in deciding whether to proceed with an in-depth investigation of the Transaction contemplated herein. The Presentation
is not, and under no circumstances is to be construed to be, an offering of securities. Neither this Presentation, nor its delivery to the recipient shall constitute an offer to sell, or the solicitation of an offer to buy the assets described
herein. It is provided solely for use by prospective investors in considering their interest.
The information contained herein has been prepared to assist interested parties in making their own evaluation of the Company and its business and does not purport to contain all the information that prospective investors may
require. Prospective investors should conduct their own investigation and analysis of the Company and its business and the information contained in this Presentation as well as any additional information provided by the Company.
The information contained in this Presentation is not to be used for any other purpose.
The information in this Presentation must be kept confidential at all times. By accepting this Presentation, the recipient agrees that it will not copy, duplicate or distribute this Presentation, in whole or in part, at any time without
DionyMed’s prior written consent. By your acceptance hereof, you covenant that neither you nor your agents, representatives, directors or employees will copy, reproduce or distribute this Presentation or the information herein to
others, in whole or in part, at any time, without the prior written consent the Company, and that you will keep confidential this Presentation, the information herein and any information otherwise obtained from DionyMed.
Forward-Looking Information and Risk Acknowledgement

This document contains “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking information”) with respect to DionyMed, including, but not
limited to statements or information on the slides labelled as “STRONG ACQUISITION PIPELINE”, “PROFORMA” and “USE OF PROCEEDS”; potential acquisitions, sources of new revenue, brand and facility expansions; expected
timing of launch of new brands; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements, and involve known and unknown risks,
uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance
or achievements expressed or implied by such forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, will”, “projects”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved. Except for statements of historical fact, information contained herein constitutes forward-looking information.
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including among other things assumptions about:
favourable equity capital markets; the ability to raise sufficient capital to advance the business of the Company; favourable operating conditions; political and regulatory stability; receipt of governmental approvals and permits and all
necessary third party financing on favourable terms; obtaining renewals for existing licences and permits and obtaining all other required licences and permits; sustained labour stability; stability in financial and capital goods markets;
pricing of various cannabis products; demand for cannabis products; and positive and widespread consumer awareness of the Company’s brands. While the Company considers these assumptions to be reasonable, the assumptions
are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events,
results or conditions to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they
will prove to be correct.
Furthermore, such forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others: general business, economic, competitive, political, regulatory and social uncertainties;
disruptions or changes in the credit or securities markets; failures by the Company or its suppliers to renew existing licences and permits or obtain required licences and permits; changes in labour costs or other costs of production;
political instability, hostilities, insurrection or acts of war or terrorism; adverse changes in government legislation and regulation; adverse fluctuations in commodity and input prices; failure to raise sufficient funding to meet
development plans and budgets, satisfy contractual obligations and additional capital needs generally; changes or disruptions in financial markets and capital goods markets; increased infrastructure, marketing and/or operating costs;
failure to adequately protect intellectual property; the Company’s lack of operating history and no history of earnings; limits of insurance coverage and uninsurable risk; environmental risks and hazards; failure to comply with laws and
regulations or other regulatory requirements; the impact of competitive conditions in the cannabis industry; the inability of the Company to retain its key management employees and shortages of skilled personnel and contractors;
influence of third party stakeholders; risks of litigation; failures or deficiencies in the Company’s system of internal controls; conflicts of interest; credit and/or liquidity risks; and the risks involved in the cannabis business generally.
Although DionyMed has attempted to identify important factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those described in forward-looking information, there
may be other factors that cause performance, achievements, actions, events, results or conditions to differ from those anticipated, estimated or intended.
2
LEGAL MATTERS (CONT’D)
DionyMed cautions that the foregoing list of important factors and assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or
projected and expressed in, or implied by, this forward-looking information. Forward-looking information contained herein is made as of the date of this document and DionyMed disclaims any obligation to
update or revise any forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable law. There can be no assurance that forward-
looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on
forward-looking information.
This presentation does not purport to summarize all of the conditions, risks and other attributes of an investment in DionyMed. DionyMed makes no representations or warranties about the completeness or
accuracy of the information contained in this presentation, and DionyMed expressly disclaims any and all liability for any such incompleteness or inaccuracy. Certain of the information included in this
presentation and used to form the opinions in this Presentation has been obtained from third-party sources. No assurances can be given that such information or opinions are reliable, and they should not be
taken as such. Certain of the information contained herein includes forecasts, predictions, projections and other such forward-looking statements, which involve particular risks and uncertainties since they
depend on assumptions that may not prove to be accurate and could cause the actual results to differ materially from the predicted results. Such forward-looking statements are not statements of fact and are
based on information currently available and estimates.
None of the Company or its affiliated or related partnerships and corporations or their respective directors, officers, partners, employees, agents or representatives makes any representation or warranty as to
the accuracy or completeness of the Presentation or any statements, estimates or projections, and none will assume any liability for any representations (express or implied) contained in, or for any omissions
from, the Presentation, or for any other written or oral communications transmitted to prospective investors in the course of their evaluation of the Company and its business. An investor will only be entitled to
rely on those representations and warranties contained in the definitive agreement or agreements which constitute the financing.
United States Matters
The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified
as a Schedule I drug and, consequently, DionyMed’s business may be deemed to operate in violation of U.S. federal law. While we intend to operate our business in compliance with State Cannabis laws and
regulations, the regulatory regime is complex and evolving. We may not be able to obtain the necessary licenses, permits or authority to operate our business as currently contemplated, which may have a
material adverse effect on our anticipated business strategy and results of operations. The enforcement of U.S. federal laws or changes in the enforcement priorities and policies, our inability to obtain
licenses, permits or authority to operate our business as currently contemplated may adversely affect an investment in our securities.
The common shares being offered have not been or will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. Any securities offered will be offered only
to qualified investors under exemptions from such registration requirements by subscription agreement. This presentation does not constitute an offer of securities, and no offer or sale of securities will be
conducted in any jurisdiction where such offer or sale is prohibited. The securities referred to in this presentation are not and will not be registered under the U.S. Securities Act of 1933 or any other legislation
and may not be offered or sold in the United States or elsewhere except pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933 and applicable state securities laws
and any other applicable laws.
3
WHAT IS DIONYMED?
A Consumer Brands and Distribution Platform for Cannabis
DionyMed Platform
Manufacturer & Distributor

1. Proprietary Formulations
Cultivator 2. Branding & Packaging
3. Product Safety & Testing Protocols
Dispensary
4. Marketing
5. Wholesale Distribution
4
INVESTMENT HIGHLIGHTS
Globally Scalable Expanding Hyper-Growth Contracted CA License for

Consumer Brands/ Product Portfolio Silicon Valley Product Supply to medical and adult
Distribution Generating Leadership Team Execute on use, licensing to
Platform Revenue Business Plan permitted
operations in OR, CO
and NV in progress
5
STRONG LEADERSHIP TEAM
Edward Fields Frank Blundetto Peter Kampian

Chief Executive Officer, Chief Revenue Officer,
Chief Financial Officer
Chairman President
Founder/CEO/CHMN HotChalk, Inc. VP Sales, IBM Mettrum Health Corp (acq by Canopy
Founder/CEO/CHMN ProductFactory, Inc. VP Sales, PSS Systems $430m)
SVP Marketing Learning Compan VP Sales, Blue Martini Software Algonquin Power Income Fund
Chartered Accountant
Steve Boracchia, J.D. B.S. Kevin McCarthy Dirk Walker Yolanda Celi
Chief Compliance Officer, Chief Marketing Officer, Chief Operating Officer, Chief Administrative Officer,
SVP Regulatory Affairs SVP Marketing EVP Supply Chain EVP People
SRM Innospec Fuel Specialties Deutsch Family Wine & Spirits Pilot, Delta Private Jets Chief of Staff, HotChalk, Inc.
Graduate US Naval Academy & Rutgers Law The Absolut Company Search Engine Optimization, HotChalk VP Human Resources, Egnyte, Inc.
Elected NJ Official, Councilman Malibu-Kahlua International Founder, Tomic Trading Company VP Human Resources, HotChalk, Inc.
6
BOARD OF DIRECTORS
Edward Fields Brett Moyer David Kerr

Independent Director Chair
Chairman Independent Director
Audit Committee
• Founder/CEO/CHMN • President/CEO Summit • Founder Algonquin Power
HotChalk, Inc. Semiconductor Income Fund
• Founder/CEO/CHMN • President/CEO Focus • Chairman of Crius Energy Trust
ProductFactory, Inc. Enhancements • Director Renewable Energy
• SVP Marketing Workgroup • Director/Audit Committee Developers
Technology HotChalk, Inc.
Susan Watt Steve Dineley

Independent Director Independent Director
• Director Nobilis Health Corp • Retired Partner KPMG

• Founder Peter Pam Foundation • Director, Medical Facilities
• Member Ontario Bar Corporation
Association • Director, BNY Trust Company
of Canada 7
CALIFORNIA DREAMIN’…
A Fragmented Market
The World’s Largest Legal Awarded Distribution License for Recreational Accelerating market penetration in
Cannabis Market and Medical Cannabis January 2018 Northern and Southern California
Bringing together hyper-growth technology

veterans with cannabis farmers to produce
safe, high quality cannabis products.
8
CALIFORNIA MARKET OPPORTUNITY
Medical Recreational
$8,000
CAGR 2017 to 2021: 31.7%

$6,000
US$ Millions
$4,000
$2,000
$-
2013 2014 2015 2016 2017F 2018F 2019F 2020F 2021F
California Total Cannabis Market (US$ MM)

Source: Brightfield Group
9
CALIFORNIA MARKET OPPORTUNITY
2017 2021
60%
Concentrates are the

fastest growing category 45%
Edibles are a large and

growing part of the market 30%
Flower market is large, but expected

to decline in overall percentage 15%
0%
Concentrates Edibles Flower Other
California Category Break Down 2017 vs 2021

Source: Brightfield Group
10
TRUSTED FAMILY OF BRANDS
A Product Road Map for a National Market
Safety + Quality + Consistency
SwellTM
Value Brand
Cartridges Strain
Specific
Extracts
Alexander FieldsTM MyAnandaTM AJA: Women’s Brand Swell: A Strain Specific Product
Concentrates
First Class Guild Extracts
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TRUSTED FAMILY OF BRANDS
A Product Road Map for a National Market
Safety + Quality + Consistency
Flower Poetry Gardeners
Pre-rolls Holy Smokes Coast
The Herbsmith Moon Temple

Edibles (Candy) (Baked Goods)
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SCALE CHANGES THE EQUATION
Operating Platform Costs
Marketing
• By Dispensary
Regulatory • By Product
compliance and
management
• Multi–State
• International
Supply Chain
Management
• Intrastate Supplier Support
• Hard Goods
• Financing
• JIT Delivery
• Soft Goods
• Compliance
• Formulation and Finishing
• Lab Testing/Results
13
ACCELERATING GROWTH
Opportunity Action
• Bring product closer to the California consumer
Distribution Depot’s • Deliver on “Always In Stock” promise
• Drive efficiencies in supply chain, reduce distribution costs
• Edibles are gross margin accretive and growing fast - Enhanced blended margin
Edibles Production opportunity
• Solve for scale and brand identity
• Supply/Demand mismatch
• Capture Direct-to-Consumer branded eCommerce opportunity

Direct-to -Consumer • Serve millennials – Capture channel shift to online and retail
• Offer One-Stop-Shop marketplace model
14
STRONG ACQUISITION PIPELINE
Successful consolidation strategy driven by capital intensive and highly fragmented market
US$
$6.0
$0.5 $5.0
$5.0
$0.5 Shareholder value created through
$0.5 consolidation strategy
$4.0
$1.0
• Scalable platform supports
$3.0 acquisition growth
$2.5
• Margin growth expected through
$2.0
realization of synergies
$1.0
$-
Herban Online Edibles Distribution Branding Pro-Forma
Industries Platform
Expect to achieve $5M monthly revenue run rate with successful acquisition pipeline
15
GEOGRAPHIC FOCUS
Canada
WA
MA
OR
MI
NJ
OH
NV IL MD
CO
CA
Current Market
Growth Market
FL
16
PRO FORMA
Target annualized revenue run rate at the end of 2018 is $60 mm
US$ 000’s 2018 2019 2020 2021 2022

Total Dispensaries Serviced (#)
(end of period) 648 1,041 1,419 1,845 2,325
Revenue
$ 41,988 $ 100,377 $ 168,578 $ 246,631 $ 342,711
Cost of Sales $ 28,579 $ 64,888 $ 105,906 $ 153,848 $ 212,177
Gross Profit $ 13,409 $ 35,489 $ 62,673 $ 92,783 $ 130,534
Gross Margin (%) 32% 35% 37% 38% 38%
Operating Expenses $ 15,086 $ 24,193 $ 36,471 $ 49,309 $ 65,154
(EBITDA) $ (1,677) $ 11,296 $ 26,202 $ 43,474 $ 65,380
Net Income $ (2,752) $ 7,435 $ 14,263 $ 26,002 $ 40,986
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CAPITALIZATION-CURRENT STATUS
Number of Common Share
Class of Securities
Securities Equivalent
Common Shares 2,999,710 2,999,710

Series A Preferred Shares 31,535 3,135,300
Series F Preferred Shares 6,710 33,551,694
Total Basic Shares 39,686,704
Management & Director Options

Common Shares 900,000 900,000
Series A Preferred Shares 64,450 6,445,000
Warrants
Common Shares 100,000 100,000
Total Fully Diluted Shares Outstanding 47,131,704

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USE OF PROCEEDS / FINANCIAL POSITION
C$15 MM Equity C$ MM Cash Position C$ MM
Cost to Raise Equity 1.1 Current Position 0.8
Build Northern California Facility 2.0 Raise (Net of Costs) 13.9

Brand Equity First Tranche of
2.5 (4.1)
Investment Acquisitions1
Working Capital Requirements 5.3 Net Proceeds Available for Operations 10.6
Acquisitions – First Tranche1 4.1
1. To close two recent acquisitions, DionyMed will pay the First Tranche of ~$8.2 MM, half of which the venders can
take in shares, therefore $4.1 MM has been included as a use of these proceeds.
19
Thank You
Edward Fields Peter Kampian

Chairman & CEO CFO
edward@DionyMed.com pkampian@DionyMed.com
APPENDIX
21
ORGANIZATIONAL STRUCTURE
DionyMed Holdings
Inc.
Canada
United States 100%
Herban Industries Inc
100%
Herban Subsidiaries
22
MARKET OPPORTUNITY
Total U.S.
U.S. Cannabis Concentrates U.S. Total Cannabis

Market (US$ MM) Market (US$ MM)
6,000 20,000
4,500 15,000
3,000 10,000
1,500 5,000
0 0
2013 2014 2015 2016 2017 2018 2019 2020 2021 2013 2014 2015 2016 2017 2018 2019 2020 2021
CAGR 2017 to 2021: 29.79% CAGR 2017 to 2021: 23.29%

Source: Brightfield Group Source: Brightfield Group
23
THE US FEDERAL REGULATORY QUESTION
An Industry with Scale WHO IS IN

CHARGE?
US$7.11 billion industry (2016). DONALD TRUMP
150,000 jobs created, 300,000 anticipated by 2020.
“...In terms of marijuana and
$2.3 billion in state tax revenue anticipated from retail sales by 2020. legalization, I think it should be
a state issue, state-by-state”.
Rohrabacher-Farr amendment, explicitly prohibits the Justice Department from
spending funds to interfere with the implementation of state medical marijuana laws.
CONGRESS
13 bills before congress aiming to protect the industry. McClintock-Polis Amendment
looks to bar U.S. Department of Justice from prosecuting any state-licensed cannabis
enterprise. “If Jeff Sessions attempts that, I
hope he’ll have to contend with
Sessions supports 10th Amendment, protecting States’ rights. many of us–certainly myself–but
I think enough Republicans and
“Federal prosecutors ‘haven’t been working small marijuana cases before, [and] they Democrats will say, ‘Look, you
are not going to be working them now.” Attorney General Jeff Sessions need to stick to federal
responsibilities. This is a states’
role.” , Congressman Jared Polis
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STATUTORY RIGHTS FOR INVESTORS IN CANADA
This investor presentation is considered to be an “offering memorandum” for the purposes of Canadian securities laws. Securities legislation in the provinces of Canada in which the offering is being made provides purchasers, in addition to any other
rights they may have at law, with a remedy for rescission or damages, or both, where the offering memorandum (the “Offering Memorandum”), or any amendment to the Offering Memorandum, contains a misrepresentation. A “misrepresentation” is
generally defined under applicable securities laws as 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 light of the circumstances in
which it was made. These remedies, or notice with respect thereto, must be exercised or delivered, as the case may be, by the purchaser within the time limit prescribed, and are subject to the defences contained, in the applicable securities
legislation. Purchasers should refer to the provisions of the applicable securities legislation for the particulars of these rights or consult with a legal advisor. The following is a summary of the rights of rescission or rights to damages available to
purchasers.
Ontario
Ontario Securities Commission Rule 45-501 — Ontario Prospectus and Registration Exemptions provides that when an offering memorandum, such as this Offering Memorandum, is delivered to an purchaser to whom securities are distributed in
reliance upon the “accredited investor” prospectus exemption in Section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”), the right of action referred to in Section 130.1 (“Section 130.1”) of the Securities Act
(Ontario) (the “Ontario Act”) is applicable, unless the prospective purchaser is:
a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act;
b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction
of Canada to carry on business in Canada or a jurisdiction in Canada;
c) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);
d) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
e) a subsidiary of any person referred to in paragraphs (a) through (d), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary.
The right of action referred to in Section 130.1 is also applicable to a purchaser to whom securities are distributed in reliance upon the “minimum amount investment” prospectus exemption in Section 2.10 of NI 45-106.
Section 130.1 provides such purchasers who purchase securities offered by an offering memorandum with a statutory right of action against the issuer of securities for rescission or damages in the event that the offering memorandum and any
amendment to it contains a “misrepresentation”. In Ontario, the term “misrepresentation” means 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 or false in the light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by applicable
securities laws.
Where this Offering Memorandum is delivered to a prospective purchaser of securities in connection with a trade made in reliance on either Section 2.3 or Section 2.10 of NI 45-106, and this Offering Memorandum contains a misrepresentation, the
purchaser will have, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action against the Company for damages or, while still the owner of the securities, for rescission, in which case, if the purchaser elects to
exercise the right of rescission, the purchaser will have no right of action for damages, provided that the right of action for rescission will be exercisable by the purchaser only if the purchaser gives notice to the Company, not more than 180 days after
the date of the transaction that gave rise to the cause of action, that the purchaser is exercising such right; or, in the case of any action other than an action for rescission, the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts
giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action.
The Company will not be liable for a misrepresentation if it proves that the purchaser purchased securities with knowledge of a misrepresentation. In an action for damages, the Company will not be liable for all or any portion of the damages that the
Company proves do not represent the depreciation in value of securities as a result of a misrepresentation relied upon. In no case will the amount recoverable for a misrepresentation exceed the price at which the securities were offered. The
foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.
This summary is subject to the express provisions of the Ontario Act and the regulations and rules made under it, and prospective purchasers should refer to the complete text of those provisions.
25
Saskatchewan
Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the “Saskatchewan Act”) provides that where an offering memorandum, such as this Offering Memorandum, or any amendment to it is sent or delivered to a purchaser and it
contains a misrepresentation (as defined in the Saskatchewan Act), a purchaser who purchases a security covered by the offering memorandum or any amendment to it has, without regard to whether the purchaser relied on the misrepresentation, a
right of action for rescission against the issuer or a selling security holder on whose behalf the distribution is made or has a right of action for damages against:
a) the issuer or a selling security holder on whose behalf the distribution is made;
b) every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any amendment to it was sent or delivered;
c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them;
d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and
e) every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or amendment to the offering memorandum.
Such rights of rescission and damages are subject to certain limitations including the following:
a) if the purchaser elects to exercise its right of rescission against the issuer or selling security holder, it will have no right of action for damages against that party;
b) in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the securities resulting from the misrepresentation relied on;
c) no person or company, other than the issuer or a selling security holder, will be liable for any part of the offering memorandum or any amendment to it not purporting to be made on the authority of an expert and not purporting to be a copy of, or
an extract from, a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation or believed
that there had been a misrepresentation;
d) in no case will the amount recoverable exceed the price at which the securities were offered; and
e) no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation.
In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company proves that:
a) the offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company immediately gave reasonable
general notice that it was so sent or delivered; or
b) after the filing of the offering memorandum or the amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the offering memorandum or the amendment
to the offering memorandum, the person or company withdrew the person’s or company’ s consent to it and gave reasonable general notice of the person’s or company’s withdrawal and the reason for it;
c) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or
company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert, or
was not a fair copy of, or an extract from, the report, opinion or statement of the expert.
Not all defences upon which the Company or others may rely are described herein. Please refer to the full text of the Saskatchewan Act for a complete listing.
Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities.
Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or
contemporaneously with the purchase of the security, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made the verbal statement.
Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are purchased from a vendor who
is trading in Saskatchewan in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the Saskatchewan Financial Services Commission.
Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the
purchaser enters into an agreement to purchase the securities, as required by Section 80.1 of the Saskatchewan Act.
The rights of action for damages or rescission under the Saskatchewan Act are in addition to and do not derogate from any other right which a purchaser may have at law.
Section 147 of the Saskatchewan Act provides that no action will be commenced to enforce any of the foregoing rights more than:
a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
b) in the case of any other action, other than an action for rescission, the earlier of:
i. one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; or
ii. six years after the date of the transaction that gave rise to the cause of action.
The Saskatchewan Act also provides a purchaser who has received an amended offering memorandum delivered in accordance with subsection 80.1(3) of the Saskatchewan Act has a right to withdraw from the agreement to purchase the securities
by delivering a notice to the person who or company that is selling the securities, indicating the purchaser’s intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days of
receiving the amended offering memorandum.
This summary is subject to the express provisions of the Saskatchewan Act and the regulations and rules made under it, and prospective purchasers should refer to the complete text of those provisions.
26
Manitoba
Pursuant to section 141.1(1) of The Securities Act (Manitoba) (the “Manitoba Act”), where an offering memorandum, such as this Offering Memorandum, or any amendment to an offering memorandum, is sent or delivered to a purchaser in the
Province of Manitoba and such document contains a misrepresentation, a purchaser to whom the offering memorandum has been delivered and who purchases securities in the offering contemplated by this document or any amendment to this
document is deemed to have relied on that misrepresentation, if it was a misrepresentation at the time of purchase and, subject to the defences described in the Manitoba Act, has:
a) a right of action for damages against:
i. the Company;
ii. every director of the Company at the date of this document or any amendment to this document; and
iii. every person or company who signed this document or any amendment to this document; and
b) a right of rescission against the Company;
provided that:
i. no person or company is liable if the person or company proves that the purchaser purchased securities with knowledge of the misrepresentation;
ii. in an action for damages, the defendant is not liable for all or any part of the damages that he, she or it proves do not represent the depreciation in value of securities resulting from the misrepresentation relied on; and
iii. in no case will the amount recovered exceed the price at which securities were offered under this document or any amendment to this document.
Where a purchaser elects to exercise a right of rescission against the Company, the purchaser will have no right of action for damages against the Company or against a person or company referred to in (a)(ii) or (iii) above.
No person or company is liable:
a) if the person or company proves that this document or any amendment to this document was sent without the person’s or company’s knowledge or consent and that, after becoming aware of its being sent, the person or company promptly gave
reasonable notice to the Company that it was sent without the person’s or company’s knowledge and consent;
b) if the person or company proves that, after becoming aware of any misrepresentation in this document or any amendment to this document, the person or company withdrew the person’s or company’s consent to it and gave reasonable notice to
the Company of the person’s or company’s withdrawal and the reason for it;
c) if the person or company proves that with respect to any part of this document or of any amendment to this document purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or
statement of an expert, the person or company had no reasonable grounds to believe and did not believe that:
there had been a misrepresentation; or
d) the relevant part of this document or of the amendment to this document:
i. did not fairly represent the report, opinion or statement of the expert; or
ii. was not a fair copy of, or extract from, the report, opinion or statement of the expert; or
e) with respect to any part of this document or of any amendment to this document not purporting to be made on an expert’s authority and not purporting to be a copy of, or an extract from, the expert’s report, opinion or statement, unless the
person or company:
i. did not conduct an investigation, sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or
ii. believed that there had been a misrepresentation.
If a misrepresentation is contained in a record incorporated by reference in, or that is deemed incorporated into, this document or any amendment to this document, the misrepresentation is deemed to be contained in this document or any
amendment to this document.
Pursuant to section 141.4 of the Manitoba Act, but subject to the other provisions thereof, no action shall be commenced to enforce any of the foregoing rights more than:
a) in the case of an action for rescission, 180 days from the date of the transaction that gave rise to the cause of action, or
b) in the case of an action for damages, the earlier of:
i. 180 days after the date that the plaintiff first had knowledge of the facts giving rise to the cause of action, or
ii. two years after the date of the transaction that gave rise to the cause of action.
The rights of action for rescission or damages under the Manitoba Act are in addition to and do not derogate from any other right that the purchaser may have at law.
This summary is subject to the express provisions of the Manitoba Act and the regulations and rules made under it, and prospective purchasers should refer to the complete text of those provisions.
27
Nova Scotia
The right of action for rescission or damages described herein is conferred by section 138 of the Securities Act (Nova Scotia) (the “Nova Scotia Act”). Section 138 provides, in the relevant part, that in the event that an offering memorandum, such as
this Offering Memorandum, together with any amendments hereto, or any advertising or sales literature (as defined in the Nova Scotia Act) contains an untrue statement of material fact or omits to state a material fact that is required to be stated or
that is necessary in order to make any statements contained herein or therein not misleading in light of the circumstances in which it was made (in Nova Scotia, a “misrepresentation”), a purchaser of securities is deemed to have relied upon such
misrepresentation if it was a misrepresentation at the time of purchase and has, subject to certain limitations and defences, a statutory right of action for damages against the seller of such securities, the directors of the seller at the date of the offering
memorandum and the persons who have signed the offering memorandum or, alternatively, while still the owner of such securities, may elect instead to exercise a statutory right of rescission against the seller, in which case the purchaser will have no
right of action for damages against the seller, the directors of the seller at the date of the offering memorandum or the persons who have signed the offering memorandum, provided that, among other limitations:
a) no action will be commenced to enforce the right of action for rescission or damages by a purchaser resident in Nova Scotia later than 120 days after the date payment was made for the securities (or after the date on which initial payment was
made for the securities where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment);
b) no person will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;
c) in the case of an action for damages, no person will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities; and
d) in no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser.
In addition, no person or company (other than the issuer if it is the seller) will be liable if such person or company proves that:
a) the offering memorandum or the amendment to the offering memorandum was sent or delivered to the purchaser without the person’ s or company’ s knowledge or consent and that, on becoming aware of its delivery, the person or company
gave reasonable general notice that it was delivered without the person’ s or company’ s knowledge or consent;
b) after delivery of the offering memorandum or the amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the offering memorandum, or amendment to
the offering memorandum, the person or company withdrew the person’ s or company’ s consent to the offering memorandum, or amendment to the offering memorandum, and gave reasonable general notice of the withdrawal and the reason
for it; or
c) with respect to any part of the offering memorandum or amendment to the offering memorandum purporting
i. to be made on the authority of an expert, or
ii. to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that
A. there had been a misrepresentation, or
B. the relevant part of the offering memorandum or amendment to the offering memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or
statement of the expert.
Furthermore, no person or company (other than the issuer if it is the seller) will be liable under section 138 of the Securities Act (Nova Scotia) with respect to any part of the offering memorandum or amendment to the offering memorandum not
purporting
a) to be made on the authority of an expert; or
b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company
i. failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation; or
ii. believed that there had been a misrepresentation.
If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, the offering memorandum or amendment to the offering memorandum, the misrepresentation is deemed to be contained in the offering
memorandum or amendment to the offering memorandum.
The liability of all persons or companies referred to above is joint and several with respect to the same cause of action. A defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person or
company who is jointly and severally liable to make the same payment in the same cause of action unless, in all the circumstances of the case, the court is satisfied that it would not be just and equitable.
This summary is subject to the express provisions of the Nova Scotia Act and the regulations and rules made under it, and prospective purchasers should refer to the complete text of those provisions.
28
New Brunswick
New Brunswick Securities Commission Rule 45-802 provides that the statutory rights of action in rescission or damages referred to in Section 150 (“Section 150”) of the Securities Act (New Brunswick) (the “New Brunswick Act”) apply to information
relating to an offering memorandum, such as this Offering Memorandum, that is provided to a purchaser of securities in connection with a distribution made in reliance on either the “accredited investor” prospectus exemption in Section 2.3 of NI 45-
106 or the “minimum amount investment” exemption in Section 2.10 of NI 45-106. Section 150 provides purchasers who purchase securities offered for sale in reliance on an exemption from the prospectus requirements of the New Brunswick Act with
a statutory right of action against the issuer of securities for rescission or damages in the event that an offering memorandum provided to the purchaser contains a “misrepresentation”. In New Brunswick, “misrepresentation” means 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 a statement not misleading in the light of the circumstances in which it was made.
Where this document is delivered to a prospective purchaser of securities in connection with a trade made in reliance on either Section 2.3 of NI 45-106 or Section 2.10 of NI 45-106, and this document contains a misrepresentation, a purchaser who
purchases securities will be deemed to have relied on the misrepresentation and will have, subject to certain limitations and defences, a statutory right of action against the Company for damages or, while still the owner of securities, for rescission, in
which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages, provided that the right of action for rescission will be exercisable by the purchaser only if the purchaser commences an action
against the defendant, not more than 180 days after the date of the transaction that gave rise to the cause of action, or, in the case of any action other than an action for rescission, the earlier of: (i) one year after the plaintiff first had knowledge of the
facts giving rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of action.
The Company shall not be liable where it is not receiving any proceeds from the distribution of the securities being distributed and the misrepresentation was not based on information provided by the Company unless the misrepresentation (i) was
based on information that was previously publicly disclosed by the Company, (ii) was a misrepresentation at the time of its previous public disclosure, and (iii) was not subsequently publicly corrected or superseded by the Company before the
completion of the distribution of the securities being distributed.
In addition, if advertising or sales literature is relied upon by a purchaser in connection with a purchase of securities of the Company and such advertising or sales literature contains a misrepresentation, the purchaser shall also have a right of action
for damages or rescission against every promoter or director of the Company at the time the advertising or sales literature was disseminated.
In addition, where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the securities of the Company and the verbal statement is made either before or contemporaneously with the purchase
of the securities of the Company, the purchaser shall be deemed to have relied upon the misrepresentation if it was a misrepresentation at the time of purchase, and has a right of action for damages against the individual who made the verbal
statement. No such individual will be liable if:
a) that individual can establish that he or she cannot reasonably be expected to have known that his or her statement contained a misrepresentation; or
b) prior to the purchase of the securities by the purchaser, that individual notified the purchaser that the individual’s statement contained a misrepresentation.
Neither the Company nor any other person referred to above will be liable, whether for misrepresentations in this Offering Memorandum, any advertising or sales literature or in a verbal statement:
a) if the Company or such other person proves that the purchaser purchased the securities of the Company with knowledge of the misrepresentation; or
b) in an action for damages, for all or any portion of the damages that the Company or such other person proves do not represent the depreciation in value of the securities of the Company as a result of the misrepresentation relied on.
No person, other than the Company, is liable for misrepresentations in any advertising or sales literature if the person proves:
a) that the advertising or sales literature was disseminated without the person’s knowledge or consent and that, on becoming aware of its dissemination, the person gave reasonable general notice that it was so disseminated,
b) that, after the dissemination of the advertising or sales literature and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the advertising or sales literature the person withdrew the person’s
consent to it and gave reasonable general notice of the withdrawal and the reason for the withdrawal, or
c) that, with respect to a false statement purporting to be a statement made by an official person or contained in what purports to be a copy of, or an extract from, a public official document, it was a correct and fair representation of the statement or
copy of, or extract from, the document, and the person had reasonable grounds to believe and did believe that the statement was true.
29
No person, other than the Company, is liable with respect to any part of the advertising or sales literature not purporting to be made on the authority of an expert and not purporting to be a copy of or, an extract from, a report, opinion or statement of
an expert unless the person:
a) failed to conduct such reasonable investigation as to provide reasonable grounds for a belief that there had been no misrepresentation, or
b) believed there had been a misrepresentation.
Any person who at the time the advertising or sales literature was disseminated, sells securities on behalf of the Company with respect to which the advertising or sales literature was disseminated is not liable if that person can establish that the
person cannot reasonably be expected to have had knowledge that the advertising or sales literature was disseminated or contained a misrepresentation. In no case will the amount recoverable for the misrepresentation exceed the price at which
securities were offered.
The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.
This summary is subject to the express provisions of the New Brunswick Act and the regulations and rules made under it, and prospective purchasers should refer to the complete text of those provisions.
Prince Edward Island
The right of action for rescission or damages described herein is conferred by Section 112 of the Securities Act (Prince Edward Island) (the “PEI Act”). Section 112 provides, that in the event that an offering memorandum, such as this Offering
Memorandum, contains a “misrepresentation”, a purchaser who purchased securities during the period of distribution, without regard to whether the purchaser relied upon such misrepresentation, has a statutory right of action for damages against the
issuer, the selling security holder on whose behalf the distribution is made, every director of the issuer at the date of the offering memorandum, and every person who signed the offering memorandum. Alternatively, the purchaser while still the owner
of securities may elect to exercise a statutory right of action for rescission against the issuer, or the selling security holder on whose behalf the distribution is made. Under the PEI Act, “misrepresentation” means an untrue statement of material fact, or
an omission to state a material fact that is required to be stated by the PEI Act, or an omission to state a material fact that needs to be stated so that a statement is not false or misleading in light of the circumstances in which it is made. Statutory
rights of action for rescission or damages by a purchaser are subject to the following limitations:
a) no action will be commenced to enforce the right of action for rescission by a purchaser, resident in Prince Edward Island, later than 180 days after the date of the transaction that gave rise to the cause of action;
b) in the case of any action other than an action for rescission;
i. 180 days after the purchaser first had knowledge of the facts given rise to the cause of action; or
ii. three years after the date of the transaction giving rise to the cause of action or whichever period expires first;
a) no person will be liable if the person proves that the purchaser purchased the security with knowledge of the misrepresentation;
b) no person other than the issuer and selling securityholder will be liable if the person proves that:
i. the offering memorandum was sent to the purchaser without the person’s knowledge or consent and that, on becoming aware of it being sent, the person had promptly given reasonable notice to the issuer that it had been sent without the
knowledge and consent of the person;
ii. the person, on becoming aware of the misrepresentation in the offering memorandum, had withdrawn the person’s consent to the offering memorandum and had given reasonable notice to the issuer of the withdrawal and the reason for it;
or
iii. with respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person had grounds to believe, and
did not believe that;
A. there had been a misrepresentation; or
B. the relevant part of the offering memorandum:
i. did not fairly represent the report, statement or opinion of the expert, or
ii. was not a fair copy of, or an extract from, the report, statement, or opinion of the expert.
30
If the purchaser elects to exercise a right of action for rescission, the purchaser will have no right of action for damages. In no case will the amount recoverable in any action exceed the price at which securities were offered to the purchaser. In an
action for damages, the defendant will not be liable for any damages that the defendant proves do not represent the depreciation in value of securities as a result of the misrepresentation.
The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.
This summary is subject to the express conditions of the PEI Act and the regulations and rules made under it, and prospective purchasers should refer to the complete text of those provisions.
Newfoundland and Labrador
The right of action for damages or rescission described herein is conferred by section 130.1 of the Securities Act (Newfoundland and Labrador) (the “Newfoundland Act”). The Newfoundland Act provides, in relevant part, that where an offering
memorandum, such as this Offering Memorandum, contains a misrepresentation, as defined in the Newfoundland Act, a purchaser who purchases securities offered by the offering memorandum during the period of distribution has, without regard to
whether the purchaser relied upon the misrepresentation, (a) a statutory right of action for damages against (i) the issuer, (ii) every director of the issuer at the date of the offering memorandum, and (iii) every person or company who signed the
offering memorandum and (b) for rescission against the issuer.
The Newfoundland Act provides a number of limitations and defences in respect of such rights. Where a misrepresentation is contained in an offering memorandum, a person or company shall not be liable for damages or rescission:
a) where the person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation;
b) where the person or company proves that the offering memorandum was sent to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave
reasonable notice to the issuer that it was sent without the knowledge and consent of the person or company;
c) if the person or company proves that the person or company, on becoming aware of the misrepresentation in the offering memorandum, withdrew the person’s or company’s consent to the offering memorandum and gave reasonable notice to
the issuer of the withdrawal and the reason for it;
d) if, with respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that the
person or company did not have any reasonable grounds to believe and did not believe that:
i. there had been a misrepresentation; or
ii. the relevant part of the offering memorandum:
I. did not fairly represent the report, opinion or statement of the expert; or
II. was not a fair copy of, or an extract from, the report, opinion or statement of the expert;
e) with respect to any part of the offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company:
i. did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or
ii. believed there had been a misrepresentation;
f) in the case of an action for damages, the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation; and
g) in no case will the amount recoverable in any action exceed the price at which the securities were offered under the offering memorandum.
Section 138 of the Newfoundland Act provides that no action shall be commenced to enforce these rights more than:
a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
b) in the case of an action for damages, the earlier of:
i. 180 days after the date that the purchaser first had knowledge of the facts giving rise to the cause of action; or
ii. three years after the date of the transaction that gave rise to the cause of action.
This summary is subject to the express provisions of the Newfoundland Act and the regulations and rules made under it, and prospective purchasers should refer to the complete text of those provisions.
General
The rights of action described above are in addition to and without derogation from any other right or remedy available at law to the purchaser and are intended to correspond to the provisions of the relevant securities legislation and are subject to the
defences contained therein. The foregoing summaries are subject to the express provisions of the applicable securities law in the relevant jurisdictions, and the regulations, rules and policy statements thereunder and reference is made thereto for the
complete text of such provisions. Canadian purchasers should refer to the applicable provisions of the securities legislation of their province of residence for the particulars of these rights and consult with their own legal advisers prior to investing in
the Company.
31

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DIONYMED HOLDINGS INC

IN THE CANNABIS MARKET

APRIL 2018 – CONFIDENTIAL AND PROPRIETARY

Forward-Looking Information and Risk Acknowledgement

United States Matters

Manufacturer & Distributor

Globally Scalable Expanding Hyper-Growth Contracted CA License for

Edward Fields Frank Blundetto Peter Kampian

Edward Fields Brett Moyer David Kerr

Susan Watt Steve Dineley

• Director Nobilis Health Corp • Retired Partner KPMG

Bringing together hyper-growth technology

CAGR 2017 to 2021: 31.7%

California Total Cannabis Market (US$ MM)

Concentrates are the

Edibles are a large and

Flower market is large, but expected

California Category Break Down 2017 vs 2021

Flower Poetry Gardeners

Pre-rolls Holy Smokes Coast

The Herbsmith Moon Temple

• Capture Direct-to-Consumer branded eCommerce opportunity

US$ 000’s 2018 2019 2020 2021 2022

Cost of Sales $ 28,579 $ 64,888 $ 105,906 $ 153,848 $ 212,177

Gross Profit $ 13,409 $ 35,489 $ 62,673 $ 92,783 $ 130,534

Gross Margin (%) 32% 35% 37% 38% 38%

Operating Expenses $ 15,086 $ 24,193 $ 36,471 $ 49,309 $ 65,154

(EBITDA) $ (1,677) $ 11,296 $ 26,202 $ 43,474 $ 65,380

Net Income $ (2,752) $ 7,435 $ 14,263 $ 26,002 $ 40,986

Common Shares 2,999,710 2,999,710

Total Basic Shares 39,686,704

Management & Director Options

Total Fully Diluted Shares Outstanding 47,131,704

Cost to Raise Equity 1.1 Current Position 0.8

Build Northern California Facility 2.0 Raise (Net of Costs) 13.9

Acquisitions – First Tranche1 4.1

Edward Fields Peter Kampian

United States 100%

Herban Industries Inc

U.S. Cannabis Concentrates U.S. Total Cannabis

CAGR 2017 to 2021: 29.79% CAGR 2017 to 2021: 23.29%

An Industry with Scale WHO IS IN

b) in the case of an action for damages, the earlier of:

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