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September 2017 Investor Presentation October 2017

Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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Page 1: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

September 2017

Investor PresentationOctober 2017

Page 2: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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

Page 3: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Market Facts

PRICE

TSX:VFF

OTCBB:VFFIF

CDN$3.52

MARKETCAPITALIZATION

~CDN$138M(basic)

SHARESOUTSTANDING

39.1M (basic)

41.4M (diluted)

52-WEEK HI/LOW

CDN$4.15

CDN$1.28

MANAGEMENT& BOARD

OWNERSHIP

~30%

3

LISTINGSYMBOL

(As of October 30, 2017)

~CDN$146M(diluted)

Page 4: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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$209M

C$12.6M

4

1. Converted to Canadian dollars at $0.75.

MASTER GROWER TEAM WITH

INDUSTRY LEADER

OWN

Page 5: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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

Page 6: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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

Page 7: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Financial Profile 7

(All figures in Canadian dollars unless otherwise stated)

At June 30, 2017

Cash: $7.1 M (US$5.4 M)

Long-Term Debt: $55.5 M (US$44M)

FY 2016

Revenue: $209 M (US$156 M)

EBITDA: $12.6M (US$9.4) Margin: 6%

EBITDA (C$ MILLIONS)

$13.8

$10.1

$14.1 $12.6

$10.6

$0

$5

$10

$15

2013 2014 2015 2016 LTM Q2/17

REVENUE (C$ MILLIONS)

$147.2$158.9

$196.9 $209.1 $205.5

$0

$50

$100

$150

$200

$250

2013 2014 2015 2016 LTM Q2/17

LTM Net Income of $4.2 M and LTM EPS of $0.10

Page 8: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

PURE SUNFARMSCANNABIS JOINT VENTURE:

A TRANSFORMATIONAL OPPORTUNITYLow Cost, Industry-Leading Scale with Speed To Market

Page 9: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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

Page 10: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Complementary Partners

Initial Contribution:

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

Sunfarms)

50% Ownership

Initial Contribution:

$20M cash

High-tech, low-cost greenhouse growing &

agricultural product safety expertise

Cannabis industry compliance and licensing expertise

Joint Venture: Pure Sunfarms

Large-scale,high-quality,

low-cost cannabis production

50% Ownership

Options for an additional 3.7 M sq. ft. (85 acres) of growing capacity

10

Cannabis IP, including portfolio of high-quality genetics

Pure Sunfarms will sell dried cannabis

and develop and sell its own extraction-

based products

Page 11: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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

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Page 12: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Greenhouse Growing

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

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.

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Page 13: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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, High-Quality 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.

13

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

Page 14: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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

14

(25 acres)

conservative projected yield of

Page 15: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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)

Pure Sunfarmshas options for Delta 1 and Delta 2

greenhouses

15

Page 16: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Critical Path and Key Milestones

June 2017

Generate First

Cannabis Revenue

File Cultivation

License Application

Obtain Cultivation

License

Complete Conversion

of First Quadrant of

Delta 3 to Licensing Standards

September 2017

Target: February 2018

Initiate Cultivation

License Process

Expect to begin commercial production prior to July 1, 2018

Obtain SellingLicense

1. Subject to receipt of cultivation and sales licenses.

Target: 75,000 kg of production in 2020

16

Commence Conversion

of Delta 3 to Cannabis Licensing Standards

October2017

✓✓ ✓

Page 17: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Canadian Cannabis Market Fundamentals

Medical Market

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

Currently 62 licenses granted

• 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

$5 to $9B market opportunity2

17

Estimated that >30% of Canadians would use cannabis

if it was legalized1

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

Page 18: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Projected Near-Term Shortfall of Supply in Canada

Pure Sunfarms has the potential to address ~1/2 of the overall market

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Estimated Demand

by 2021:Estimated

Existing Industry Capacity:

~90,000 kg

Estimated Demand by 2021:

~600,000 kg

Page 19: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

300,000

160,000

108,000 100,00062,000 50,000 44,000 35,000 26,000 25,500

PureSunfarms

Industry Capacity

Pure Sunfarms will be a large-scale producer of cannabis

Existing and Announced Future Capacity of Public LPs with Market Capitalization Greater than $275 million

At October 30, 2017. Market cap fully diluted. Source: Research analyst estimates and company filings based on last reported capacity and disclosed growth strategy.

Market Cap (C$M) n/a $3,348 $ 1,365 $1,174 $311 $469 $645 $1,222 $338 $455Capacity Growth 5x 13x 11x 9x 42x 9x 4x 10x 10x

Existing Capacity (kg) Future Capacity (kg)

Existing LPs will attempt to meet demand through greenfield development requiring

hundreds of millions of dollars

Pure Sunfarms can quickly become the largest scale

producer of cannabis

19

(JV)

Page 20: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Compelling Value Proposition

PLUS produce business and potential addition of 112,500 kg of production

Comparative Value: 2020 Planned Production Capacity

37,500kg50% of Phase 1 Pure Sunfarms production

~$146M

$3.89$15.23average

~$1,036Maverage

~68,000kgaverage

1. Fully diluted. At Oct 30, 2017. 2. WEED, ACB, APH, CMED, FIRE, MJN, LEAF, OGI, TRST.

2020 Planned

Production

Market Cap1

Market Cap/gram of

Planned Production

LPs with >$275M

Market Cap2

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Page 21: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Illustrative Financial Impact

Significantly more profitable use of existing greenhouse assets

21

Targeted Output in 2020: 75,000 kg

Price $8.00/gram $6.00/gram $4.00/gram $2.00/gram

Pure Sunfarms Revenue $600.0 M $450.0 M $300.0 M $150.0 M

Pure Sunfarms EBITDA (Target production cost: $1.00/gram)

$525.0 M $375.0 M $225.0 M $75.0 M

Village Farms’ Share of EBITDA (50%) $262.5 M $187.5 M $112.5 M $37.5 M

Multiple of Village Farms’ 2016 EBITDA

21x 15x 9x 3x

Page 22: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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

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

Agricultural product expertise

vSpeed to market to address

non-therapeutic opportunity

Page 23: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

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

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Page 24: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

Investment Proposition

Diversification into cannabis is a transformational opportunity

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

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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 Pure Sunfarms

Page 25: Investor Presentation...prospects, opportunities or industry performance and trends. These forward looking statements reflect the Company's These forward looking statements reflect

September 2017

Investor PresentationOctober 2017