Inner Spirit HoldingsCorporate Presentation

April 2019

CSE:ISH

LEGAL DISCLAIMER.

The information provided herein is not intended to provide financial, tax, legal or accounting advice. This Corporate Presentation and the contents herein do not constitute or form part of any advertisement, any offer to sell or any

solicitation of an offer to buy or subscribe for securities of Inner Spirit Holdings Ltd. (the “Company” of “Inner Spirit” or “ISH”) or represent an intention to induce any person to make an investment in the Company or to assist any person

in the making of an investment decision. This Corporate Presentation and the contents herein shall not form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

This Corporate Presentation includes statistical information that the Company has obtained from independent industry publications, government publications, market research reports and other published independent sources. Such

publications and reports generally state that the information contained therein has been obtained from sources believed to be reliable. Although the Company believes these publications and reports to be reliable, it has not independently

verified any of the data or other statistical information contained therein, nor has it ascertained or validated the underlying economic or other assumptions relied upon by these sources. The Company has no intention and undertakes no

obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as, and to the extent required by applicable securities laws. Readers should also be advised that the

watch, sunglasses and related accessories business of the Company is carried out through its wholly-owned subsidiary, WATCH IT! Consolidated Ltd., and any reference herein to “WATCH IT!” is a reference to such subsidiary.

FORWARD LOOKING INFORMATION

This Corporate Presentation contains “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable securities legislation. Forward-looking information

in this Corporate Presentation include, but are not limited to, statements or information with respect to: the Company’s intended strategy; the Company’s ability to execute its strategy and ensure success; the expected legalization of

recreational cannabis; market expectations; intended products, delivery systems and partnerships; and other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Actual

results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking information in this Corporate Presentation, and, accordingly, readers of this Corporate Presentation should not place

undue reliance on any such forward-looking information. Forward-looking information involves significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially

from those expressed or implied in any forward-looking statements and accordingly, should not be read as guarantees of future performance or results. Forward-looking information involves numerous risks and uncertainties including,

but not limited to, the ability of management to execute its business strategy, objectives and plans; that the Company will have sufficient capital to fund its business plans; general economic and business conditions; changes to laws,

regulations, rules, rulings, policies, procedures and other instruments applicable to the Company and its business; the risk of disruptions to the Company’s supply chain; risks associated with the Company’s reliance on key personnel;

and changing consumer sentiments. Forward-looking information contained in this Corporate Presentation is based on the Company’s current estimates, expectations and projections, which the Company believes are reasonable as of

the current date. The Company can give no assurance that these estimates, expectations and projections will prove to have been correct. Historical statements should not be taken as a representation that such trends will be replicated

in the future. No statement in this Corporate Presentation is intended to be nor may be construed as a profit forecast.

FUTURE-ORIENTED FINANCIAL INFORMATION

This Corporate Presentation also contains future-oriented financial information and financial outlook information (collectively, “FOFI”) including, but not limited to, prospective annual revenue, prospective net profit, prospective system

wide sales, and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this Corporate Presentation was made as of the

date of this Corporate Presentation and was provided for the purpose of providing information about management’s current expectations and plans relating to the future, and for certain illustrative purposes. The Company disclaims

any intention or obligation to update or revise any forward looking statements or FOFI contained in this Corporate Presentation, whether as a result of new information, future events or otherwise, unless required pursuant to applicable

securities law. Readers are cautioned that the forward-looking information and FOFI contained in this Corporate Presentation should not be used for purposes other than for which it is disclosed herein. The forward-looking statements

and FOFI contained in this Corporate Presentation are expressly qualified by this cautionary statement.

THIS CORPORATE PRESENTATION MAY NOT BE REPRODUCED, FURTHER DISTRIBUTED OR PUBLISHED IN WHOLE OR IN PART WITHOUT WRITTEN PERMISSION FROM THE COMPANY.

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The start of something incredible.

Inner Spirit Holdings Ltd. is applying a successful franchise and retail model to the

recreational cannabis industry. With a group of over 100 franchise partners, corporate

retail cannabis locations, and a proprietary brand portfolio under various stages of

development, Inner Spirit Holdings is positioned to be an industry leader.

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Investment Highlights

Proprietary house brands to offer

consumers a market-leading retail

experience

Highly experienced team with

significant expertise in the cannabis,

branding, consumer retail, real estate

and franchising industries

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Leverage to Canadian legal recreational

cannabis market. The Canadian adult use

market is currently worth up to $5.0B and

is expected to grow to $7.0B in FY22 1

Low-cost and highly scalable franchising

model to maximize ROI – more than 100

corporate and franchise locations under

development across Canada

Strategic partnerships with premium

producers creates a fully integrated

business model

Meet the Team

Darren Bondar President & CEO

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20 years experience in retail and franchise industries Previously founded WATCH IT! in 1999 Bachelor of Arts from Western Ontario University and MBA from University of Alberta

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Chris Gulka CFO

CPA and CFA with > 26 yearsbusiness experience

President of Working CapitalCorporate since 1999

Founded Passport Energy Ltd., and was the CFO of RochesterEnergy Corp.

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Cecil HorwitzBusiness Development

Extensive experience in retailsales since beginning of WATCH IT! in 1999

Founder and clinical director ofWhole Family Health

Cannabis advocate for bothhealth and recreational use

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Jeremy LeeController

Experience across financial reporting, controlling and finance functions

Previously at Big 4 accountingfirms and in industry roles

Chartered Accountantdesignation in 2000

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Robert VerbuckLegal & Capital Markets

Corporate securities lawyerwith 20 years experience

Since 2014, actively involved in advising businesses in the cannabis industry

Law degree from the University of Toronto

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Christine KitzOperations

Oversees business systems and operations at ISH

Previously held financial, strategic and human resources positions within the retail sector

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Alisa KuzminaCreative Director

Overseas ISH’s commitment tocreative excellence

Significant experience working within the retail and franchiseindustries

Degree in Communicationswith a Major in Information Design

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Christine SmithMarketing & Communication

10 years progressive marketing & sales experience with tier 1 global companies

Significant experience in brand execution allied to a track record of excellence in delivering results

Bachelor of Management degree with a major in Marketing from the University of Lethbridge

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Board of Directors

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Darren Bondar President & CEO

20 years experience in retail and franchise industries Previously founded WATCH IT! in 1999 Bachelor of Arts from Western Ontario University and MBA from University of Alberta

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Chris Gulka CFO

CPA and CFA with > 26 yearsbusiness experience

President of Working CapitalCorporate since 1999

Founded Passport Energy Ltd., and was the CFO of RochesterEnergy Corp.

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David MargolusDirector

Former Managing Partner ofWitten LLP

Served on boards of Edmonton Regional Airports Authority,Liquor Stores N.A. Ltd., PowerComm Inc. and The XS Cargo Income Fund

Bachelor of Arts and Law from the University of Alberta

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Jeff TungDirector

COO of Auxly Cannabis

Formerly co-founder of CPS Management Partners

MBA from the Richard Ivey School of Business, Bachelor of Computer Engineering from the UBC

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Larry WoskDirector

15 years experience at the Sauder School of Business

27 years in senior management positions

President and CEO of companies across retail, real estate development, hospitality and consulting

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Craig SteinbergDirector

Former partner at Miller Thomson LLP

>10 years experience as a private mortgage banker and corporate counsel

Law Society of Alberta,Canadian Bar Association andReal Estate Council of Alberta

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March 16, 2017

Corporate Highlights

Inner Spirit Holdings Ltd. was founded in Calgary, AB.

ISH Formed

June 16, 2017

Spiritleaf is first and only cannabis company granted entry into CFA.

CFA Membership Granted

January 8, 2018

ISH announces cross-investment and strategic alliance with Auxly (TSXV:XLY), which closes on February 6, 2018.

Auxly

February 6, 2018

ISH grants its 100th franchise and completes its $4.5 million private placement equity financing.*

100th Franchise and $4.5M Equity

July 31, 2018

ISH closes IPO on maximum gross proceeds of $3,750,000 and issued 25,000,000 Units. Its common shares began trading on August 1, 2018 on the CSE under the symbol “ISH”.

Inner Spirit Holdings Ltd. Closes IPO

* I n c l u d e s A u x l y ’ s $ 3 5 0 , 0 0 0 e q u i t y i n v e s t m e n t o n J a n u a r y 8 , 2 0 1 8 , A u x l y ’ s a d d i t i o n a l $ 1 5 0 , 0 0 0 e q u i t y i n v e s t m e n t o n F e b r u a r y 6 , 2 0 1 8 , a n d G re n v i l l e ’ s $ 1 M e q u i t y i n v e s t m e n t o n J a n u a r y 1 8 , 2 0 1 8 .

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January 29, 2018

Spiritleaf unveils its concept retail store design.

Retail Store Concept

May 23, 2018

Newstrike Brands Ltd. (TSXV:HIP) announces cross-investment and strategic alliance with ISH. ISH announces its support of the Gord Downie & Chanie Wenjack Fund (DWF) via a five-year charitable commitment and the establishment of a DWF Legacy Room.

Newstrike

November, 2018

ISH opens first 4 franchise locations in Brooks, Lethbridge, St. Albert & Moosejaw.

Franchise Store Openings

December 3, 2018

ISH announces $4.5 million investment by Tilray, Inc. (NASDAQ: TLRY) and formation of strategic partnership.

Tilray increases investment to $6 million in March 2019.

Tilray

April 1, 2019

Spiritleaf opens its doors at 27 Princess Street in the historic Smith Robinson building in Kingston, Ontario through a branding and licensing agreement and is one of the first brands to open in Ontario.

Kingston Cannabis Retail Store Opens in Ontario Market

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Canada’s New Growth Industry

Current consumers are expected to buy nearly two-thirds of products from legal retailers

Legalization expected to attract a more conservative experimenter – typically one who is aged 35-54, has a

university education, and has family or other responsibilities

After legalization, current frequent cannabis consumers expect to buy products more often

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Current and likely consumers expect to purchase the majority of products at

physical retail locations

Consumers to demand high quality products at a range of competitive price points

Privacy and security when purchasing are key considerations for consumers

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Shift Towards Legal

Consumption 2

Demand For Retail

Experience 3

Substantial Market

Size 1

Population of Adult Consumers

Annual Consumption Volume in Grams

per Consumer

Price per Gram of Marijuana

X X$5.0B in FY18$7.0B in FY22

Estimated Total Adult Use Market Size

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1 . G T R e s e a rc h , “ C a n a d i a n L e g a l R e c re a t i o n a l C a n n a b i s M a r k e t ”, 2 0 1 82 . D e l o i t t e , “A s o c i e t y i n t r a n s i t i o n , a n i n d u s t r y re a d y t o b l o o m – 2 0 1 8 c a n n a b i s re p o r t ”

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The Inner Spirit Strategy

Build an iconic Canadian brand and

a chain of recreational dispensaries

across Canadian jurisdictions where

private distribution of cannabis is legal.

Sell select brands together with our

proprietary licensed brands through

our own retail network and other

distribution channels.

Utilize a low CAP X franchise and

streaming strategy to maximize ROI

and scalability.

Franchising to maximize ROI

$25,000 upfront franchise fee

5% royalty on gross sales

1% of gross sales allocated to Spiritleaf’s advertising fund

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Over 110 franchise agreements executed and 73 locations secured across Canada

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Alberta

∙ 4 Spiritleaf stores now open and operating in Calgary, St. Albert, Brooks and Lethbridge. ∙ 46 additional sitres have been secured with municipal permits and are in various stages of development.

Manitoba

∙ Prequalified for the next Manitoba lottery for cannabis retail licenses

Ontario

∙ Opened Ontario office, and secured prime locations∙ Granted first 25 franchises and secured leases for 16 locations∙ Continuing due diligence on numerous additional franchise applications∙ Kingston store opened on April 1, 2019.

Saskatchewan

∙ Moose Jaw store opened on November 19, 2018

British Columbia

∙ 6 Spiritleaf locations conditional on municipal and provincial approvals

The Space

Open spaced opportunity to re-imagine the typical

retail environment of a dispensary.

The Retail Brand

Stores offer an impressive selection of products,

knowledgeable staff and a welcoming and comfortable

environment.

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Franchise

First Cannabis company to receive membership in

the Canadian Franchise Association.

Best in Class

Best in class retail experience with over 100 franchise

partnerships with local entrepreneurs,

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R E TA I L P E R F O R M A N C E : O N TA R I O

Spiritleaf officially opens Kingston’s first cannabis store

Store sales exceeded $697,000 in the first month of operation with more than 15,000 customers served.27 Princess St, Kingston, ON

January 2019

5 Franchise

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Currently Anticipated Timeline

July 2019 January 2020 July 2020

2 Corporate

8 Franchise

10 Corporate

27 Franchise

10 Corporate

65 Franchise

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F L O W E R S / P R E - R O L L S / O I L S & E X T R A C T S

We Source, Create and Curate Quality Cannabis Brands

The Spirit Joint Disposable Vaporizer

Anticipated to be one of the most discreet, disposable vaporizers

on the recreational cannabis market. 150 puffs of pure CO2

cannabis oil. No smell, no lighter, no charging, no prep, no hassle.

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Tilray announced its newly-formed partnership with Inner Spirit’s retail network

Tilray to subscribe for $4,500,000 of ISH shares, comprised of $2,250,000 in cash and $2,250,000 in Tilray common shares

On December 10, 2018 ISH and Tilray completed the cash tranche at price of $0.1985 per ISH share. The second tranche is to be

completed on June 20, 2019.

ISH and Tilray have entered into a collaboration agreement which includes, among other things:

(i) guidance for promoting High Park’s products, for each retail location of Spirit Leaf which, will represent 20% of the retail

space at each Spirit Leaf location; and

(ii) general terms for Tilray to support the charitable endeavours of ISH and Spirit Leaf.

On March 31, 2019, Tilray increased their investment to $6,000,000 with a $1,500,000 short-term loan at 12% interest.

About Tilray and High Park

Tilray is a global pioneer in cannabis research, cultivation, processing and

distribution with operations in 12 countries spanning 5 continents

High Park is a wholly owned subsidiary of Tilray, Inc. (NASDAQ: TLRY), and is led

by a team with deep experience in cannabis and global consumer brands

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Key Terms

Strategic Partnership

TSX.V: XLY

Collaboration on retail initiatives including product acquisition and in-store marketing

and branding

Auxly currently holds ~14% of the outstanding ISH common shares

TSX.V: HIP

ISH licensed to distribute and sell all High Times magazines in corporate & retails stores

ISH holds 11,000 shares of class A common stock of High Times Holding Corp.

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Retail distribution of Up Cannabis products, and the creation of Up Cannabis-branded

customer lounges in Spirit Leaf stores

Newstrike holds ~8% of the outstanding ISH common shares

HEXO Corp. Acquires Newstrike Brands in March 2019

Where we’ve come from,where we’re going.

Bringing 20 years of franchise, branding, retail, marketing & real

estate experience to the recreational cannabis market

Opportunity to participate in Canada’s emerging recreational

cannabis market

Platform to invest in a proven revenue-generating business model

Experience comeswith time. Success comes with passion.

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Trading commenced on August 1, 2018 (CSE:ISH)

Capital Structure (March 31, 2019)

Basic Shares Outstanding 193.4 million

Recent Share Price (March 31, 2019) $0.29

Current Market Capitalization $56 million

Warrants and Options Outstanding 46.8 million

Weighted Average Strike Price $0.26

Top 5 shareholders own ~40%

Capital light business model

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Headquarters#102, 5740 - 2nd Street SW

Calgary, AB. T2H 1Y6

Contactinvest@spiritleaf.ca

403-930-9300

www.innerspiritholdings.com