906 OF THE SARBANES-OXLEY ACT OF 2002
U.S.C. SECTION 1350)
to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States
Code), the undersigned officer of Stem Holdings, Inc., a Nevada corporation (the “Company”), does hereby certify,
to such officer’s knowledge, that:
quarterly report on Form 10-Q for the period ended March 31, 2017 (the “Form 10-Q”) of the Company fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form
10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
June 5, 2017
signed original of this written statement required by Section 906 has been provided to STEM HOLDINGS, INC. and will be retained
by STEM HOLDINGS, INC. and furnished to the Securities and Exchange Commission or its staff upon request.