PowerPoint Presentation · 2017-07-31 · This presentation contains certain "forward looking statements". These statements relate to future events or future performance and reflect

July 2017

Forward looking statements

This presentation contains certain "forward looking statements". These statements relate to future events or futureperformance and reflect the Company's expectations regarding its growth, results of operations, performance, businessprospects, opportunities or industry performance and trends. These forward looking statements reflect the Company'scurrent internal projections, expectations or beliefs and are based on information currently available to the Company. Insome cases, forward looking statements can be identified by terminology such as "may", "will", "should", "expect","plan", "anticipate", "believe", "estimate", "predict" , "potential", "continue" or the negative of these terms or othercomparable terminology. A number of factors could cause actual events or results to differ materially from the resultsdiscussed in the forward looking statements. In evaluating these statements, you should specifically consider variousfactors, including, but not limited to, such risks and uncertainties as availability of resource, competitive pressures andchanges in market activity, risks associated with U.S. and Canadian sales and foreign exchange, regulatory requirementsand all of the other "Risk Factors" set out in the Company's current annual information form and management'sdiscussion and analysis for the year ended December 31, 2016, which is available electronically atwww.sedar.com. Actual results may differ materially from any forward looking statement. Although the Companybelieves that the forward looking statements contained in this presentation are based upon reasonable assumptions,you cannot be assured that actual results will be consistent with these forward looking statements. These forwardlooking statements are made as of the date of this presentation, and other than as specifically required by applicablelaw, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

2

Market Facts

PRICE

TSX:VFF

OTCBB:VFFIF

CDN$1.94

MARKETCAPITALIZATION

~CDN$76M

SHARESOUTSTANDING

39.1M (basic)

41.4M (diluted)

52 WEEK HI/LOW

CDN$2.84

CDN$1.18

MANAGEMENT& BOARD

OWNERSHIP

~30%

3

LISTINGSYMBOL

(As of July 20, 2017)

Industry Leader in Large-Scale, High Tech, Low-Cost Greenhouse Growing

10.5 M(240 ACRES) OF

GREENHOUSE CAPACITY

TECHNOLOGICALLYADVANCED

GREENHOUSE FACILITIES

IN PRODUCT QUALITY & SAFETY

750 YEARSOF EXPERIENCE

sq. ft.

30 YEARSIN OPERATION

2016 REVENUE1

2016 EBITDA1

C$206M

C$12.5M

4

1. Converted to Canadian dollars at $0.75.

MASTER GROWER TEAM WITH

INDUSTRY LEADER

Vertically-integrated provider of premium produce to grocers across North America

Greenhouse growing produces a more consistent, higher quality product that customers demand and that commands a premium price

Exclusive varieties address consumer demand in the specialty growth segment

Strategically located greenhouses and logistics and distribution chain ensure the freshest, highest quality produce

Marquee customers across the U.S. and Canada

Premium Produce Grown In the Most Sustainable, Resource-Efficient Manner 5

Strategically Located Operations and Distribution Network

3 facilities / 110 acres

(4.8M sq. ft.)

British Columbia

VF Owned

4 facilities / 130 acres

(5.7M sq. ft.)

Texas

VF Owned

Ontario

Our logistics and distribution chain ensures the freshest, highest-quality produce reaches consumers across Canada and the U.S.

6

Partner Greenhouses

Ontario:65 acres

British Columbia:25 acres

Mexico:50 acres

Mexico

Financial Profile 7

(All figures in Canadian dollars unless otherwise stated)

At March 31, 2017

Cash: $5.2 M

Long-Term Debt: $59 M

FY 2016

Revenue: $209 M (US$156 M)

EBITDA: $12.6M (US$9.4)

EBITDA Margin: 6%

EBITDA (C$ MILLIONS)

$13.8

$10.1

$14.1 $12.6

$11.6

$0

$5

$10

$15

2013 2014 2015 2016 LTM Q1/17

REVENUE (C$ MILLIONS)

$147.2$158.9

$196.9 $209.1 $210.7

$0

$50

$100

$150

$200

$250

2013 2014 2015 2016 LTM Q1/17

CANNABIS JOINT VENTURE:A TRANSFORMATIONAL OPPORTUNITY

Low Cost, Industry-Leading Scale with Speed To Market

Projected shortfall of supply based on current capacity and

market demand

Apply low-cost, high tech greenhouse growing expertise

4.8M sq. ft. of existing

greenhouse capacity

(potential yield of 300,000 kg)

1. Medical and non-therapeutic adult use markets. Does not include export market Source: Deloitte Report: “Recreational Marijuana – Insights and Opportunities.

.

Market NeedTransformational

Opportunity

Canadian Cannabis demand estimated to grow to

~600,000 kg by 20211

Potential to address substantial portion of the market

9Ability to Capitalize on Market Opportunity

Complementary Partners

Initial Contribution:

1.1 M sq. ft. (25 acre) greenhouse (leased to JV)

50% Ownership

Initial Contribution:

$20M cash

High-tech, low-cost greenhouse growing &

agricultural product safety expertise

Cannabis industry compliance and licensing expertise

Joint Venture

for large-scale, high quality,

low-cost cannabis

production

50% Ownership

Options to lease additional 3.7 M sq. ft. (85 acres) of growing capacity

10

Cannabis IP, including portfolio of high-quality genetics

Emerald Health Therapeutics

Uniquely focused on application of cannabis to improve conventional pharmaceutical therapeutics

Direct cannabis industry experience

• Licensed producer under ACMPR –8th licensed issued

Proven management team with extensive experience in pharma and agri-business

Well capitalized: $40M in treasury

(TSXV:EMH) 11

Leaders in High-Tech, Low Cost Greenhouse Growing

Passionate about growing

Combined 750 years of master grower experience from multiple growing regions around the world

Have achieved record production yields for the industry

Experts in agricultural product safety

Leader in agricultural research and foremost in North America for developing improvements in greenhouse production technology

Applied Research Division continually making advancements in Climate Engineering, Plant Biology& Pathology, Entomology, and Ecology

Deep Greenhouse Growing Experience

Advanced GreenhouseTechnology

• Biological control• Pesticide registrations

Cannabis is an agricultural product like any other

12

Greenhouse Growing

Advantages of Greenhouse Growing/Use of Existing Large-Scale Facilities 13

Use of Existing Large-Scale Facilities

Greenhouse systems and controls create a good growing climate for the crop in almost any location.

Proven at a Large Scale

Greater Energy Efficiency

Using all available natural sunlight results in significantly lower energy needs (far less artificial lighting, with little to no heat extraction requirements).

Existing state-of-the-art greenhouses are significantly quicker to bring into production than new construction.

Speed to Market

Experience is an Asset

Management/growing teams at established greenhouses know their systems, have years of experience managing local climate conditions and, most importantly, have established labor workforces with an ingrained quality culture.

Ingrained culture of high-quality, low-cost production built over decades

Greenhouse growing provides significant capital and operating cost efficiencies

• Lower energy needs

• Greater economies of scale

• Allows for greater scale

GOAL: Be the Low-Cost Cannabis Producer in Canada

Existing state-of-the-art greenhouses with significant scale minimize capital costs

conservative target of

<$1.00/gram1

vs. industry avg. of

$2.25/gram2

Village Farms is one of the lowest-cost greenhouse growers of tomatoes & cucumbers in Canada/U.S.

14

1. Includes depreciation expense.2. Source: Public company filings and Office of the Parliamentary Budget Office - Legalized Cannabis: Fiscal Considerations.

Phase 1: Delta 3 Greenhouse

>50%

1.1 M sq. ft. of greenhouse capacity

75,000 kg annually

projected EBITDA margins of

vs. mid-single digits for produce in Canada

potential to generate revenue of

10-15x that of produce

Significantly more profitable use of existing greenhouse assets

15

(25 acres)

conservative projected yield of

Step-Function Future Growth Opportunity

4.8M sq. ft.(110 acres) of total growing capacity

conservative projected yield of

300,000 kgannually

Delta 2Delta 3 Delta 11.1 M sq. ft.

(25 acres)1.1 M sq. ft.

(25 acres)

2.6 M sq. ft.(60 acres)

JV has options to lease Delta 1

and Delta 2 greenhouses

16

Critical Path and Key Milestones

June 6, 2017 June 2017

Completion of Tomato

Crop

First Cannabis Revenue

Commence Conversion of

Delta 3 Greenhouse

Obtain Cultivation

License

Completion of

Conversion to Licensing Standards

Summer 2017 Target: March 2018

JV Created Initiate Cultivation

License Process

November 2017Expect to begin growing

by late 20181

Obtain SellingLicense

1. Subject to receipt of cultivation and sales licenses.

Use of existing greenhouse facilities provides JV with speed to market

17

Canadian Cannabis Market Fundamentals

Medical Market

Canadian industry for legalized medical cannabis was born in the early 2000s+

Currently 45 registered LPs (owned by 37 companies)

• Registered patient base has grown 10% month-over-month and 200%+ annually since June 2014

• Average price across public LPs is ~$8.00/gram

Currently regulated by the Access to Cannabis for Medical Purposes Regulation

Poised to grow 10-fold to $1.3 B by 20241

Non-therapeutic Market

Legislation tabled for the legalization of non-therapeutic

cannabis

$5to $9B market opportunity2

18

Estimated that >30% of Canadians would use cannabis

if it was legalized1

1. Health Canada.2. Deloitte Report: “Recreational Marijuana – Insights and Opportunities.

Projected Near-Term Shortfall of Supply in Canada

JV Has the Potential to address ~1/2 of the overall market

19

Estimated Existing Industry

Production Capacity:

~80,000 kg

Estimated Demand by 2021:

~600,000 kg

Industry Capacity 20

JV will be a large-scale producer of cannabis

Capacity and Announced Future Capacity of Public LPs with Market Capitalization Greater than $200 million

As at June 5, 2017. In C$ millions. Source: Research analyst estimates and company filings based on last reported capacity and disclosed growth strategy(1) Fully diluted market capitalization calculated using treasury method

Market Cap (C$MM)(1) n/a $769 $732 $1,202 $392 $858 ~$256 avg.Capacity Growth 19x 9x 2x 42x 5x 6x

300,000

100,00075,000

57,000 50,000 35,00078,000

Joint Venture Other

Current Capacity (kg) Future Capacity (kg)

JV can quickly become the largest scale producer of

cannabis

Existing LPs will attempt to meet demand through greenfield development requiring

hundreds of millions of dollars

v

Significantly De-Risked Opportunity

30-year operating history as high-quality, low-cost

greenhouse grower

Cannabis is an agricultural product

like any other

Greenhouse growing has significant quality, scale,

and cost benefits

High barriers to entry to greenhouse growing due

to capital costs and requisite expertise

Partner with direct cannabis industry/licensing experience and portfolio of high-quality

genetics

Growth opportunity through lease options on additional

existing greenhouses

21

Use of existing, state-of-the-art greenhouses

Agricultural product expertise

vSpeed to market to address

non-therapeutic opportunity

JV Provides Strengthened Ability to Execute on Produce Growth Strategy

Organic initiatives to expand capacity at U.S. operations

Well positioned to lead consolidation of a fragmented industry

• Only greenhouse grower in North America to have completed a major acquisition

Village Farms will continue to be one of the largest, highest-quality, lowest-cost greenhouse growers of produce serving national grocers in the U.S. and Canada

22

Investment Proposition

Diversification into cannabis is a transformational opportunity

JV creates large-scale cannabis entity with the goal and capability to be the low-cost producer in Canada

23

Use of existing greenhouse facilities for cannabis production provides advantage of speed to market to address near-term supply shortfall

Growth opportunities in both existing produce and cannabis JV

Solid produce business as one of the largest, most experienced, high quality, low-cost greenhouse growers

Key JV Metrics

Annual Output:Delta 3 Facility: 75,000 kgAll Facilities: 300,000 kg

Production Cost:<$1.00/gram

EBITDA Margin:>50%

50% Ownership of JV

July 2017