This private offering memorandum (this “memorandum”) has been prepared solely for, and is being furnished on a confidential basis to, a limited number of sophisticated investors for

the purpose of providing certain information about an investment in common shares (the “shares”) in thrive corporation (the “company”). This memorandum is intended only for the

recipient hereof and those persons retained to advise such person with respect to the company and will be used for the sole purpose of evaluating a possible investment in the company.

Delivery of this memorandum to anyone other than such persons is unauthorized and any reproduction of this memorandum, in whole or in part, or the divulgence of any of its contents,

without the prior written consent of the company is prohibited. By accepting delivery of this memorandum, the recipient (whether or not such recipient purchases any shares) agrees not

to copy or deliver it to others and agrees to return this memorandum to the company upon (i) request by the company, (ii) delivery of updated offering materials, (iii) reaching a decision

not to invest in the company or (iv) the prospective investor’s commitment not being accepted by the company. Each person who has received a copy of this memorandum (whether or

not such person purchases any shares) is deemed to have agreed to be responsible for any disclosure of this memorandum, or the information contained herein, by such person or any of

its employees, agents or representatives. This memorandum contains highly confidential information, including trade secrets and commercial and financial information regarding the

business, operations and financial condition of the company. This information is for use by prospective investors only and must be maintained in strict confidence. Any disclosure of this

information could cause competitive harm to the company. The shares offered hereby have not been recommended, approved or disapproved by any U.S. Federal or state or non‐U.S.

Securities regulatory authority or commission, nor has any such authority or commission passed on the accuracy or adequacy of this memorandum. Any representation to the contrary is

a criminal offense. The shares have not been, nor will they be registered under the U.S. Securities act of 1933, as amended (the “securities act”), or any state or foreign securities laws. The

offering of shares contemplated herein (the “offering”) will be made in reliance upon an exemption from registration under the securities act and the regulations promulgated thereunder

for an offer and sale of securities that does not involve a public offering. There will be no public market for the shares. Each investor will be required to represent, among other things,

that it is acquiring the shares purchased by it for investment only and not with a view to resale or distribution.

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Located on approximately 180 acres of licensed property near Simcoe in Southern Ontario, Thrive is just a 1.5-2hr drive from downtown Toronto.

Today, this site houses our indoor and outdoor cultivation sites, as well as our extraction, processing, formulation and manufacturing facilities.

Thrive has many future expansion projects planned at this location.

To be a leader in premium cannabis consumer products, focused on the high-end, enthusiast segment of the market.

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Thrive is an EBITDA positive, vertically-integrated CPG house of brands in the premium-priced cannabis space, poised to launch into Canada’s recreational market in the summer of 2020.

Thrive is about strategic cultivation, hyper-efficient processing, aromatic and flavourful concentrates, authentic brands and best-in-class products built for aficionados.

Our focus is to deliver what the rest of the market is missing: top-shelf cannabis products loved by enthusiasts. For those consumers, it is the best or nothing, and that’s why they have tended to choose nothing at all from the legal market, to date.

We intend to change that, and mark the beginning of the end for the illicit market. But we will only displace those low-cost players if we can offer a value proposition that is superior, and that is exactly what we will do as we execute our brand strategies.

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Achieved Positive EBITDA in Q4 2019

Current Outdoor Capacity:24,000KG of High Cannabinoid

and High Terpene Fresh Frozen Flower and Sugar Leaf

Per Year

Strong Contribution Margin of ~80%

Current Inventory:13,300KG of High Cannabinoid

and High Terpene Fresh Frozen Flower & Sugar Leaf (Currently

Being Processed)

Current Indoor Capacity: 1,100KG of Premium

Dried Flower & 330KG of Dried Trim Per Year

Canada’s First Fully Licensed Hydrocarbon Extraction & Processing Lab, Capable of

Processing Up to 25,000KG Per Year (~28KG/8hr Shift)

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• Many LPs are limited by their greenhouse-grown inputs

• Leads to commoditized dried flower and limits quality

• Particularly true of downstream concentrate products

• CO2 and ethanol extraction dominate the market

• Those techniques lead to characterless distillates

• CO2 distillates lack the aromas and flavors that excite high-end cannabis consumers

• Majority of brands are simply “boardroom brands”

• Few capture the true essence of cannabis culture

• They lack the credibility and authenticity enthusiasts want

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• Thrive grows its AAAA-rated flower INDOORS, avoiding sub-optimal greenhouse growing

• For Cannabis 2.0 products, Thrive has developed innovative OUTDOORgrowing techniques to OPTIMIZECANNABINOID & TERPENEdevelopment

• This gives Thrive the best starting material in the industry for PREMIUMCONCENTRATES

• We favor HYDROCARBON EXTRACTIONof ONLY FRESH CANNABIS for our concentrate products

• This choice allows us to retain more than DOUBLE THE TERPENE CONTENTvs using dried flower

• The hydrocarbon method produces highly FRAGRANT AND FLAVORFULCONCENTRATES that enthusiasts will crave and seek out at PREMIUMPRICES

• Unlike most of our peers, Thrive’s leadership is made up of many CANNABIS ENTHUSIASTS

• We support the HEALTH BENEFITS OFcannabis, and appreciate how much it can ENHANCE LIFE overall

• Our team also includes seasoned BRAND BUILDERS from the food, drug, tech and alcohol industries, and our BRANDS AND PRODUCTS ARE GEAREDTO ENTHUSIASTS, like ourselves

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INDOOR GREENHOUSE OUTDOOR

FLOWERPRE-ROLLS

CONCENTRATES Carbon Dioxide

CO2

“BOARDROOMBRANDS”

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CONCENTRATES DEFINED

• Concentrates are the most potent form of cannabis where the plant’s cannabinoids and terpenes are isolated through extraction and then processed into formats where THC levels regularly exceed 70-80%

• Concentrated oils are used to make edibles and beverages, while others are processed to form a variety of solids (see right) that enthusiasts combust and inhale to attain much higher levels of euphoric effects, terpene aromas, and a stronger intensity of flavor

• Thrive employs hydrocarbon extraction techniques which are superior to the CO2 and ethanol systems most LPs use to make relatively generic and tasteless vape cartridges, free of terpenes in most cases

• While most of the industry uses greenhouse-grown dried flower for concentrates, Thrive utilizes only fresh outdoor grown flower that has 2x the terpene content for added richness in aromas and flavours – this higher-end class of concentrates made from fresh cannabis is known as Live Resin

*Market size estimate based on Financial Post, Feb 2019.

WAXSolid, non-transparent oil

with a soft, crumbly texture.

DISTILLATERefined cannabis oil devoid of terpenes

ROSINSolventless concentrate squeezed

under heat and pressure.

DIAMONDS & SAUCEConcentrate crystals in a

terpene rich ‘sauce’.

SHATTERA golden, translucent, and

brittle concentrate.

BUDDER / BADDERWhipped under heat, this

concentrate has a cake batter-like texture.

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*”The State of Legal Marijuana Markets – 6th Edition 2019 Update”, by Arcview Market Research & BDS Analytics: https://bdsanalytics.com/wp-content/uploads/2019/07/2019_Update_20190409.pdf

A $2.5 Billion Opportunity Within a $7.7 billion Industry*

• Canadian cannabis sales are projected to be over $7.7B CAD ($5.9B USD) by the year 2022, according to BDS Analytics

• Dried Flower share decreased -23.3% points between 2014 and 2018 in the USA, driven by both volume shifting to other categories and negative price pressure per gram

• In that same period, Concentrates almost doubled from 16.2% in 2014 to 32.2% in 2018 – applied to the Canadian industry projection that equates to a $2.5B Concentrates category by 2022

• Dried flower is not only highly fragmented, it is a category where differentiation is extremely difficult, leading to a race to the bottom on price and share shifting toward more convenient, potent and discreet/portable solutions such as pre-rolls, vape pens/cartridges and dab products

• Live Resin is both more convenient than dried flower and better at showcasing the unique terpene profiles of each strain, which allows for high product differentiation based on both strain variety and formulation/texture variety

• Thrive expects the concentrates market to be less fragmented than flower, edibles and beverages due to how difficult it is to grow, store, extract, formulate and package them – this is especially true of Live Resin, because of the need to extract from fresh flower rather than dried flower and the downstream knowledge and technology required to formulate quality Live Resin products

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• Marketing veteran with two decades of experience building brands and launching disruptive innovations at some of the top marketing-led tier-1 CPG organizations in the world: General Mills, Novartis (OTC), AB Inbev (Labatt)

• Most recently, at Vivo Cannabis Inc,. he created the Fireside, Lumina, and Beacon brands for the opening of the cannabis market

• Holds an MBA in Marketing from the Rotman School of Management at the University of Toronto and a BA in philosophy from Wilfrid Laurier University

• Former Director of Media Strategy and Strategic Partnerships at Postmedia

• Deep rooted brand building experience for Tier 1 organizations across Canada

• 25+ years serving as a brand executive and entrepreneur in CPG and cannabis

• Launched over 3,400 products and scaled numerous start-ups

• As former President of Cannabis Compliance Inc, he positioned the company as the #1 compliance entity in the North American Cannabis market while driving record revenues

• Was the pivotal force behind the tremendous growth in Just-Eat, the world’s largest online food aggregator and Associated Brands, taking both businesses public

• Former President of Hello Cannabis, a clinic-based concierge service that connected patients, physicians and licensed producers in the Canadian medical cannabis market

• Built the US Movembercampaign as Community Director, in the movement's infancy - by pulling from his 20 years of experience in experiential marketing and business development in the beverage alcohol industry, he was able to help propel the campaign's growth astronomically in the US market

• Multiple award-winning agency executive with 15 years agency leadership positions at GroupMand SidLee, with a focus on industry innovation with the likes of Hexo & Up Cannabis

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• Thrive has signed an agreement with Green Hedge Education & Distribution Services Ltd. to act as Thrive’s outside sales force, providing coverage to licensed cannabis wholesalers and retailers across Canada

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Specialized acclimatization & hydroponic growing techniques ensures hardened resilient crops with optimal control over irrigation and nutrient delivery.

State of the art facility leveraging an innovative and award-winning AI platform.

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Tyson brings cultivation and operational knowledge from one of the most highly competitive and legendary craft-cannabis growing areas of North America - Humboldt County in Northern California – where he was a passionate and highly successful cultivator of super-premium products, both indoor and outdoor, for over a decade. Tyson is a firm believer in the medicinal, social and spiritual benefits of the cannabis plant

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CHIEF EXECUTIVE OFFICER

Mr. Hoover has almost 20 years of start-up and entrepreneurial experience, with a focus on the CleanTech and BioTech sectors where he has extensive experience scaling up operations globally and delivering shareholder value.

In recent senior management roles, he led and developed teams to drive exponential growth in operations, engineering and launching new BioPolymers. He holds a B. Eng, P. Eng and MBAs from both Cornell’s Johnson School of Management and Queen’s Smith School of Business.

CHIEF COMMERCIAL OFFICER

Mr. Masse has 25+ years serving as a brand executive and entrepreneur in Consumer Packaged Goods, Global Cannabis launching over 3,400 products and scaling numerous start-ups. As President of Cannabis Compliance Inc, he helped position the company as the #1 compliance entity in the North American Cannabis market while driving record revenues. Mr. Masse was the pivotal force behind the tremendous growth in Just-Eat, the world’s largest online food aggregator and Associated Brands, taking both businesses public.

CHIEF TECHNOLOGY OFFICER

Mr. Cramer brings cultivation and operational knowledge to Thrive from one of the most highly competitive and legendary craft-cannabis growing areas of North America - Humboldt County in Northern California.

Mr. Cramer is a passionate cultivator of super-premium products, both indoor and outdoor, at the highest possible yields, and is a firm believer in the medicinal, social and spiritual benefits of the cannabis plant.

FOUNDER / BUSINESS DEVELOPMENT

Over 35+ years, Mr. Bluhm has founded and successfully managed multiple companies. Mr. Bluhm holds patents for automotive and chiropractic equipment and has been recognized for his accomplishments with the 2012 SEMA AWARD, a SEMA GLOBAL MEDIA AWARD and many more. For the last 10 years, Mr. Bluhm has been involved in the agricultural sector in farming and crop production.

SENIOR VICE PRESIDENT, MARKETING

Mr. Kang is a marketing veteran with two decades of experience building brands and launching disruptive innovations at some of the top marketing-led organizations in the world: General Mills, Novartis (OTC), AB Inbev (Labatt) and most recently Vivo Cannabis Inc,. where he created the Fireside, Lumina, and Beacon brands for the opening of the cannabis market. Mr. Kang holds an MBA in Marketing from the Rotman School of Management at the University of Toronto and a BA in philosophy from Wilfrid Laurier University.

VICE PRESIDENT, ENGINEERING & INFRASTRUCTURE

Mr. Turner has 24 years of experience in process engineering, machine design and project management. Recently, he was Director of Process Innovation at a leading BioTech company where he commissioned an R&D facility. Previously, at Toyota Canada, he commissioned an assembly line plant expansion in Cambridge.

SENIOR VICE PRESIDENT, FINANCE & CONTROLLER

Mr. Iserhoff has over 25 years in finance with both public and private enterprises. Most recently, he was the Business / Economic Development Officer for his home community of Taykwa Tagamou Nation where he supported Chief & Council in the management of its business interests. He launched his career with Deloitte and has held senior finance roles with two retail organizations and a financial services company and has been involved in several go-public transactions. He is a CPA in both Canada and the United States, and holds an MBA from the University of Toronto.

DIRECTOR, CHANNEL MANAGEMENT

Bubba Nicholson was President of Hello Cannabis, a clinic-based concierge service that connects the dots between Patients, Physicians and Licensed Producers in the Canadian Cannabis Landscape. Previous to that Mr. Nicholson built the US Movember campaign as community director, in the movement's infancy. By pulling from his 20 years of experience in experiential marketing and development in the beverage alcohol industry, he was able to help propel the campaign's growth astronomically in the US market.

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CHIEF EXECUTIVE OFFICER

Mr. Hoover has almost 20 years of start-up and entrepreneurial experience, with a focus on the CleanTech and BioTech sectors where he has extensive experience scaling up operations globally and delivering shareholder value.

In recent senior management roles, he led and developed teams to drive exponential growth in operations, engineering and launching new BioPolymers. He holds a B. Eng, P. Eng and MBAs from both Cornell’s Johnson School of Management and Queen’s Smith School of Business.

Mr. Hoskins was a member of the Legislative Assembly of Ontario from 2009-2018. He served as a cabinet minister in the portfolios of Health and Long-Term Care, Economic Development, Trade, and Employment, Children and Youth Services, and Citizenship and Immigration. He is the Chair of the Canadian Federal Government’s Advisory Council on the Implementation of National Pharmacare. A medical doctor and former president of War Child Canada, Hoskins was made an Officer of the Order of Canada for his humanitarian work.

Mr. Van Staveren is the President of Strategic Financial Services. Previously, he was CFO of MartinRea, a TSX-traded automotive parts company, Venus Concept, an innovative medical aesthetic technology company, and AIM Health, a health, wellness and fitness business. Earlier in his career, Mr. Van Staveren was partner at KPMG. He has served on the boards of three companies that trade on the TSX. Mr. Van Staveren is a Chartered Accountant and a Certified Public Accountant, and holds a Bachelor of Math (Honours) from the University of Waterloo.

CHAIRMAN

Mr. Katzman is an accomplished senior executive and entrepreneur with a strong background in both the alcohol and cannabis sectors that included leadership positions at Molson, as well as ownership roles at six different wineries including Creekside and Stoney Ridge Estates prior to establishing Tidal Health Solutions, a Maritime-based cannabis company. Mr. Katzman has been recognized on numerous occasions with awards for business development and philanthropic efforts in the Niagara region. He holds a business degree from Western University and an MBA from Niagara University in New York.

Mr. Lovett is a partner with the law firm of Waterous Holden Amey Hitchon LLP, practicing in Corporate Law and Real Estate. He has assisted numerous businesses throughout the business cycle and in M&A transitions. Mr. Lovett is the Chair of the Brantford Economic Advisory Committee, Planning Advisory Committee, a past president of the Chamber of Commerce Brantford-Brant, holds board positions and is involved with multiple charitable organizations. Mr. Lovett was the recipient of a Wilfrid Laurier Alumni Award of Excellence in 2018 and is a former entrepreneur.

An experienced investment industry professional with hands-on operating experience, Mr. Huenikenhas a track record of company building, as well as running companies and restoring them to profitability. He has served on the Boards of numerous privately-held and publicly-traded companies. Horst is a Chartered Financial Analyst with an MBA from the Ivey School of Business at Western University and a Bachelor of Applied Science (Mechanical Engineering) from the University of Waterloo.

Mr. Lax is an executive in real estate development in Toronto where he provides hands-on, on-site involvement for a number of projects. Mr. Lax has a wealth of expertise in a range of real estate projects, including land acquisition, multi-family residential buildings, commercial assets, and hospitality developments for some of the world’s leading luxury brands. Prior to shifting into development, Mr. Lax was a Financial Analyst.

“The cannabis industry is ready to be disrupted

by a company like ours, one that consistently

delivers truly premium products – with a focus

on concentrates - that people can trust, and with

authentic brands that resonate with enthusiasts

like ourselves. I believe we have the right mix of

people, products and expertise at Thrive to make

that a near-term reality.”

- Geoff Hoover, CEO Thrive Cannabis

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TERRAFARMA INC.

9258159 CANADA INC.DBA THRIVE CANNABIS

100%

FOREST FARMS

(MICRO-CULTIVATOR)

24%