teaser terrace 2020expressed or implied by the forward-looking statements contained in this...

PRIVATE AND CONFIDENTIAL

FEBRUARY 2020

TERRACEGLOBAL

DISCLAIMERThis presentation of Terrace Global Inc. (“Terrace" or the "Company”) is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of

an offer to buy, sell or issue, or subscribe for any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The information contained herein is subject to change

without notice and is based on publicly available information, internally developed data and other sources. Where any opinion or belief is expressed in this presentation, it is based on the

assumptions and limitations mentioned herein and is an expression of present opinion or belief only. No warranties or representations can be made as to the origin, validity, accuracy,

completeness, currency or reliability of the information. Terrace disclaims and excludes all liability (to the extent permitted by law), for losses, claims, damages, demands, costs and expenses

of whatever nature arising in any way out of or in connection with the information in this presentation, its accuracy, completeness or by reason of reliance by any person on any of it. This

presentation should not be construed as legal, financial or tax advice to any individual, as each individual’s circumstances are different. Investors should consult with their own professional

advisors regarding their particular circumstances. The information contained in this presentation is not directed to persons or entities resident in the United States and does not constitute an

offer or solicitation by anyone in the United States or in any other jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an

offer or solicitation, unless otherwise exempt from United States securities legislation.

Forward-looking information

Certain statements in this presentation are “forward-looking statements”. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans,

projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expect”, “seek”, “endeavour”, “anticipate”, “plan”, “estimate”,

“believe”, “intend”, or stating that certain actions, events or results may, could, would, might or will occur or be taken, or achieved) are not statements of historical fact and may be “forward-

looking statements”. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and un certainties

which would cause actual results or events to differ materially from those presently anticipated. Forward-looking statements are based on expectations, estimates and projections at the

time the statements are made and involve significant known and unknown risks, uncertainties and assumptions. A number of factors could cause actual results, performance or achievements

to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or

uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those

expressed or implied by the forward-looking statements contained in this document. Readers should not place undue reliance on these forward-looking statements. Although the forward-

looking statements contained in this presentation are based upon what Terrace currently believes to be reasonable assumptions, Terrace cannot assure readers that actual results,

performance, or achievements will be consistent with these forward-looking statements. Except as required by law, Terrace does not have any obligation to advise any person if it becomes

aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new

events or circumstances. The proposed directors and officers of Terrace will be appointed effective at the closing of the reverse takeover. The Company’s advisors and strategic partners are

already working with the Company.

2Private and confidentialwww.terraceglobal.ca

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Terrace is a Canadian company focused on the development and

acquisition of international cannabis assets. Our single minded

goal is to unlock value in new jurisdictions.

Terrace was created by a group of pioneers in the cannabis space.

We’ve come together to build a best in class portfolio of assets,

across international markets. With decades of cross-continent

relationships between us, the Terrace team is uniquely positioned

to unlock value in new jurisdictions like no one else can.

About us.

Private and confidentialwww.terraceglobal.ca

4

InternationalAssets

Existing world class platform inUruguay, Spain and Portugalcovering recreational cannabis,

medical cannabis andhemp assets in low-cost jurisdictionswith progressive regulatory regimesand strong domestic demand.

GlobalRelationships

Our Management, Board, andAdvisors have a rich internationalbackground with influence globally.

We have worked, lived,and executed transactions

around the world,across capital markets, agriculture,and government regulations.

ExclusiveDeal Pipeline

We have sourced proprietarydeal flow from South America,Europe and other continents,and expect to be a global player

in the cannabis industry.

What we offer


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Our strategy.Terrace’s operations will expand across Europe, South America,

and other continents, to become a leading dry flower

and derivatives producer globally.

Terrace has already secured production assets in

low-cost jurisdictions and maintains a proprietary deal pipeline

to acquire additional production capacity.

GLOBAL ASSETSTRATEGY

✓ Existing domestic market✓ Approved for exportation

✓ Low cost inputs


FRANCISCO ORTIZDIRECTOR

S P A I N - U R U G U A Y

MICHAEL GALEGO STEPHEN ARBIBDIRECTOR DIRECTOR

P O R T U G A L - U R U G U A YC O L O M B I A - B R A Z I L

I S R A E L - G E R M A N YN E T H E R L A N D S

VINCE GASPARRO DENIS MILLSDIRECTOR DIRECTOR

U S A - E U R O P E - I S R A E L U S A - E U R O P E - I S R A E L

Board of directors.

Entrepreneur andphilanthropist

Founder of MedReleaf,sold to Aurora

CEO, Momentum Solutions

Principal Secretary toToronto Mayor John ToryPrivate Equity Investor,Green Tomorrow Fund

PMO under PM Paul MartinMSc, London School of

Economics MBA, VillanovaUniversity

Corporate DirectorMember of CanadianParliament, CEO of MI

Developments,Directorships with FronteraEnergy, CGX Energy and

Hut-8 Mining

Lawyer & EntrepreneurCo-Founder and Director ofICC Labs, sold to Aurora

CEO of the Stronach Group,Agricultural DivisionM&A Lawyer at Osler,Hoskin & Harcourt LLP.

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International Entrepreneur &Co-Founder of Tuenti, the“Spanish Facebook”, sold toTelefonica Co-Founder of

“Glass”, sold Glass Trademarkto Google. Bachelor Degreein Economics from Harvard

University.


FRANCISCO ORTIZ STEPHEN LERMERCEO COO/PRESIDENT

S P A I N - U R U G U A Y U S A - L A T A M

BENWEDEKINGHEAD OF CULTIVATION

I S R A E L - G E R M A N YN E T H E R L A N D S

JOHN CHOUCFO

C A N A D A - C O L O M B I A

Led cannabis projects in Israel(Tikun Olam), Germany, andNetherlands (Bedrocan).

BA in Agricultural Studies +Masters in Process and Quality

Management, HumboldtUniversity

Seasoned financial executive withextensive expertise in entrepreneurial

organizations and internationalfinancial management. PreviouslyVice President, Finance of Gran

Colombia Gold and Frontera Energy,and manager at Deloitte in Toronto.

CPA, CA. MBA.

Management team.

7

Reference BIOunder "Board of Directors"

Accomplished global pharmaceutical and

Cannabis executive with broad experience in

all aspects of product development,

industrialization and commercialization.

Experienced C-level manager and leader of

multi-disciplined teams through all phases of

company lifecycle. B.S. Mechanical

Engineering, M.S. Engineering, MBA.


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International advisory board.

Former Minister,International Trade, Canada

Former Secretary of State,International FinancialInstitutions, Canada

International EntrepreneurCo-Founder, Tokyo Smoke / HIKUCo-Founder, PharmaCan Capital

Co-Founder, CannasatPharmaceuticals

Chairman and CEO, Hill & GertnerCapital

Entrepreneur and business builderPresident Stafford Developments,Co-Founder Autumn GrowthCo-Founder Cannoe Canada

Former Minister of Foreign Relations,Colombia

Former CEO,Gran Colombia Gold

Mª CONSUELO ARAUJOADVISOR

S O U T H A M E R I C A

HON. JAMES PETERSON LORNE GERTNERADVISOR ADVISOR

B R A Z I L - R U S S I AC H I N A - I N D I A - M I D D L E E A S T

JONATHAN GOLDMAN

A F R I C A - I S R A E LN O R T H A M E R I C A - E U R O P E

ADVISOR


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GASTON MAGRI FRANCISCO GUTIERREZORANSUR PHARMABINOIDE

NUNO LAGESTERRA NOVA

P O R T U G A LU R U G U A Y S P A I N

Operations team.

Senior Agricultural Enginner Headof Production, Cibeles, Uruguay.

Degrees in Agriculture Engineeringfrom Stella Maris College,

Montevideo + Universidad de laRepublica, Montevideo

Economist & Entrepreneur.Founder of Pharmabinoide,Spanish Hemp Company.

Senior Private Banker at Citibankand Banco Santander.

Technical Director, ShirePharmaceuticals Ltd, PortugalTechnical Director, Udifar,

PortugalEMBA, University of Navarra


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Strategic partner.

M A R I M E D OW N S6 % O F T E R R A C E .

MariMed Inc., a public company trading as MRMD:OTCQB, is a US multi state developer and operator of

medical and adult–use cannabis cultivation, production, and dispensary facilities. It is dedicated to

improving health and wellness with the highest quality cannabis and hemp-derived CBD products. The

company has recently announced the formation of a separate division, MariMed Hemp, focused on the

development of leading brands for its rapidly-growing CBD product family.

In late 2018, Marimed announced an investment in Kentucky- based GenCanna, industry leader in the

production of GMP-quality, highly regulation-compliant CBD products in the US.

Terrace will benefit from Marimed’s strategic relationship and significant investment in GenCanna, as

Marimed will be collaborating with Terrace.


Existing asset structure: South America and Europe

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SpainUruguay100% of Pharmabinoide

Hemp

100 acres

33% of Faises*

Recreational Cannabis

3.7 acres

Portugal100% of Terra Nova

Medical Cannabis

10 acres

100% ofOransur*

Hemp

150 acres

*Shares subject to a call option in favour of Terrace


Uruguay: OransurOransur, S.A. leases farms from

across Uruguay to cultivate

various crops with proprietary

and imported genetics.Oransur’s first harvest in 2019

Greenhouse for Oransur High CBD Genetics

Combine Harvester

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Our current operation is 150 acres and located in

Florida, Uruguay, with the ability to expand our

production area to 1,250 acres.


Private and confidentialwww.terraceglobal.ca 13

Uruguay: Faises

Faises has 1 of only 2

licenses in Uruguay to

produce and distribute

recreational cannabis.

RECREATIONAL CANNABIS LICENSE

Fully licensed to produce psychoactive

recreational cannabis for delivery and

distribution to approved pharmacies.

INCREASING CAPACITY

Current production at 2 tonnes/year, with

opportunity to increase to 4 tonnes per year.

COUNTRY-WIDE DISTRIBUTION EXPORTATION OPPORTUNITY

Distribution footprint includes all Uruguay,

with a current population of over 3 million

people.

Oppotunity to export outside of Uruguay

pending IRCCA apprval.

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Pharmabinoide S.L. is a licensed producer of

hemp in Spain with approximately 100 acres of

hemp operations located in Jaen.

Pharmabinoide is in the process of being

accredited by the AEMPS to allow its products

to be certified for medical and research

purposes.

Spain.

AEMPS: Spanish Medicines and Health Products Agency


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Terra Nova was official sponsor of Portugal’s first medical cannabisconference

Portugal.Terra Nova,Producao e Commercializacao

de Produtos Naturals e Farmaceuticos, LDA

is a Portuguese company, positioned to be a

leading European producer of medical

cannabis and industrial hemp.

In early 2016, Terra Nova applied for a

license to cultivate, import and export

cannabis Sativa L. License from our site in

Pinhal Novo, Palmela, Portugal.

In December 2018, INFARMED, I.P., the governing regulatory body in Portugal, issued a declaration (or "pre-license")

to Terra Nova permitting the construction of up to a 350,000 sq. ft. greenhouse and 2.5 acres of

outdoor cultivation.The final license to be issued upon final inspection by INFARMED of Terra

Nova’s facilities. The license will allow for cultivation, importation, and exportation of Cannabis

Sativa L.


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Milestone timeline.Complete closing ofRTO and public listing

Complete acquisitionof Faises andimprovements atgreenhouse facility inUruguay

Second outdoor hempharvest in Spain

Second plantation ofoutdoor hemp inUruguay

Completion ofgreenhouse facility inPortugal

Second outdoor hempharvest in Spain

Completion of ethanolextraction lab inUruguay

NOV 2 0 1 9 Q 4 2 0 1 9 Q 4 2 0 1 9 Q 3 2 0 2 0 Q 3 2 0 2 0 Q 3 2 0 2 0Q 4 2 0 1 9


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International opportunity.

State/Province conflictwith federal law

Medical law

Recreational law

According to Canopy Growth, the

Canadian medical cannabis market

is $3B, the Canadian recreational

market is $5-9B and the global

medical cannabis market is$180B.

Source: Ackrell Capital 2018 Cannabis Investment Report

SE LECT COUNTR I E S W I TH LEGAL I Z ED CANNAB I SACCE S S ( A S O F J AN 2 0 1 8 )


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Peer group.C O M P A N Y E Q U I T Y V A L U E J U R I S D I C T I O N S S T A T U S

Pharmacielo

ICC Labs

Khiron Life Sciences

Scythian

Terrace

Holigen

Inverell

Cannapur

$350M

$320M

$100M

$193M

$80M

$30M

$25M

$17M

Colombia

Uruguay, Colombia

Colombia, Uruguay

Argentina, Colombia, Jamaica

Uruguay, Portugal, Spain

Portugal

Uruguay

Uruguay

Acquired by Aurora

Acquired by Aurora

Strategic investment by MariMed

Flowr Corp acquired 20% for $6M cash

Acquired by Auxly

Acquired by Khiron for $17M in shares


Use of proceeds.

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Ethanol Extraction Plant (Uruguay) $1,500,000

Terra Nova Greenhouse (Portugal) $4,500,000

M&A Opportunities $6,500,000

G&A (18 months) $4,500,000

Total $17,000,000

Terrace is fully funded to complete the build out of its operations in

Uruguay, Spain and Portugal. The Company recently completed an over-

subscribed financing ($17M) and has approximately $20M in cash on hand.


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Capitalization.

* 24.6 million shares are subject to a 6 month lock-up post closing of theRTO. Founders and management are subject to 3 year TSXV escrow.

E X I S T I NG SH A R EHO LD E R S

Management 67,765,000

Board of Directors 15,720,000

International Advisory Board 19,700,000

MariMed Inc. 10,734,400

Other Shareholders 53,421,556

Total 167,340,956


TERRACEGLOBAL

SPAINAv. Mercado, Edf. Don Angel, 29601,Marbella, Malaga.

URUGUAY25 de Mayo 555 of 21,Montevideo.

CANADA1133 Yonge Street, Suite 300,Toronto, Ontario, M4T 1W1.

[email protected]

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