BODY & MIND INC. BODY MIND - Bam Marijuana

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BODY & MIND INC. BODY MIND - Bam Marijuana
TM

                     BODY & MIND INC.
                     OWNER OF NEVADA’S MARQUIS
                     RETAIL BRAND, BODY & MIND
BODY and MIND

                     INVESTOR PRESENTATION
                     NOVEMBER 2017
BODY & MIND INC. BODY MIND - Bam Marijuana
Disclaimer
This documentation is a presentation (the “Presentation”) of           ness strategy, budgets, projected costs, projected capital expen-        result of new information, future events or results or other-‐
general background information about BAM Marijuana, (“BAM”)            ditures, taxes, plans, objectives, potential synergies, industry         wise. There can be no assurance that forward-‐looking state-
activities current as of March 1, 2017. It is information in a sum-    trends, construction schedules, construction budgets, and                ments will prove to be accurate, as actual results and future
mary form and does not purport to be complete. It is not               growth opportunities. OOen but not always, forward-‐looking              events could differ materially from those anticipated in such
intended to be relied upon as advice to investors or potential         information can be identified by the use of words such as “antici-       statements. Accordingly, you should not place undue reliance
investors and does not take into account the investment objec-         pate”, “believe”, “expect”, “project”, “estimate”, “likely”, “intend”,   on forward-‐looking statements due to the inherent uncertainty
tives, financial situation or needs of any particular investor.        “should”, “could”, “may”, “might”, “target”, “plan” and other            therein. All forward-‐looking information is expressly qualified in
These should be considered, with or without professional               similar expressions or variations (including negative variations) of     its entirety by this cautionary statement. Forward-‐looking
advice, when deciding if an investment is appropriate.                 such words and phrases. Forward-‐ looking information con-               information and other information contained herein concerning
                                                                       tained in this Presentation is based on certain assumptions              management’s general expectations concerning the medical
The information contained in this Presentation is derived solely       regarding expected growth, results of operations, performance,           marijuana industry are based on estimates prepared by man-
from management of BAM and otherwise publicly available                industry trends and growth opportunities.                                agement using data from publicly available industry sources as
third party information and does not purport to be all-‐                                                                                        well as from market research and industry analysis and on
inclusive or to contain all the information that an investor may       While management considers these assumptions to be reason-               assumptions based on data and knowledge of this industry
desire to have in evaluating whether or not to make an invest-         able, based on information available, they may prove to be incor-        which management believes to be reasonable. However, this
ment in BAM. The third party information has not been inde-            rect. Forward-‐looking statements involve known and                      data is inherently imprecise, although generally indicative of
pendently verified. No representation or warranty, express or          unknown risks, uncertainties and other factors which may cause           relative market positions, market shares and performance
implied, is made or given by or on behalf of BAM or any of its         the actual results, performance or achievements of BAM to be             characteristics. While management is not aware of any mis-
affiliates, directors, officers or employees as to the accuracy,       materially different from any future results, performance or             statements regarding any industry data presented herein,
completeness or fairness of the information or opinions con-           achievements expressed or implied by the forward-‐looking                industry data is subject to change based on various factors.
tained in this Presentation and no responsibility or liability is      statements. These risks, uncertainties and other factors include,        This Presentation may not be reproduced, further distributed or
accepted by any person for such information or opinions. BAM           but are not limited to risks associated with general economic            published in whole or in part by any other person. Neither this
does not undertake or agree to update this Presentation aOer           conditions; adverse industry events; marketing costs; loss of            Presentation nor any copy of it may be taken or transmitted
the date hereof. No person has been authorized to give any             markets; future legislative and regulatory developments involving        into or distributed in any other jurisdiction which prohibits the
information or make any representations other than those               medical marijuana; inability to access sufficient capital from           same except in compliance with applicable laws. Any failure to
contained in this Presentation and, if given and/ior made, such        internal and external sources, andtior inability to access sufficient    comply with this restriction may constitute a violation of appli-
information or representations must not be relied upon as              capital on favorable terms; the medical marijuana industry in the        cable securities law. Recipients are required to inform them-
having been so authorized. The information and opinions con-           USA generally, income tax and regulatory ma]ers; the ability of          selves of, and comply with, all such restrictions or prohibitions
tained in this Presentation are provided as at the date of this        BAM to implement its business strategies; including facility,            and BAM does not accept liability to any person in relation
Presentation. The contents of this Presentation are not to be          expansion, within budget and on the schedule currently antici-           thereto. The presentation does not constitute an offer to sell or
construed as legal, financial or tax advice. Each prospective          pated; competition; crop failure; currency and interest rate             the solicitation of an offer to buy securities in any jurisdiction in
investor should contact his, her or its own legal adviser, inde-       fluctuations, and the other risks common for a business such as          which such offer, solicitation or sale would be unlawful.
pendent financial adviser or tax adviser for legal, financial or tax   BAM’s. The foregoing factors are not intended to be exhaustive.
advice.                                                                Although BAM has a]empted to identify important factors that
Certain statements in this Presentation may constitute                 could cause actual actions, events or results to differ materially                                                  TM
forward-‐looking information, including future-‐oriented               from those described in forward-‐looking statements, there may
financial information and financial outlooks, within the meaning       be other factors that cause actions, events or results to differ
of applicable securities laws. Forward-‐looking information may        from those anticipated, estimated or intended. Forward-‐looking
relate to BAM’s future outlook and anticipated events or results       statements contained herein are made as of the date hereof and                                     BODY and MIND
and may include statements regarding BAM’s financial results,          BAM and its directors, officers and employees disclaim any obli-
future financial position, expected growth of cash flows, busi-        gation to update any forward-‐looking statements, whether as a
BODY & MIND INC. BODY MIND - Bam Marijuana
Investment Highlights
 Nevada has become a top ‘adult use’ cannabis destination and is
 among the fastest growing markets in the world
                                                                                       TM

 Limited licensing environment creates ideal operating
 conditions in Nevada

 Strong brand recognition has enabled BAM to secure shelf              BODY and MIND
 space in 70% (approx) of state dispensaries

 BAM has two major phases of expansion underway to leverage brand,
 create economies-of-scale opportunities, and increase profitability

 BAM is pursuing out-of-state licensing opportunities which could provide
 significant upside for shareholders

                                                                                            3
BODY & MIND INC. BODY MIND - Bam Marijuana
Achievement Milestones

  BaM                                                 2                                          2
ESTABLISHED A     ACHIEVED ONGOING     ESTABLISHED   SUBMITTED TWO            SECURED ADJACENT   SECURED TWO
TOP-RATED         POSITIVE CASH FLOW   LICENSING     OUT-OF-STATE LICENSING   BUILDING FOR       LOCATIONS FOR
BRAND IN NEVADA                        OPPORTUNITY   APPLICATIONS WITH        EXPANSION          POTENTIAL NEW
                                       IN MONTANA    TWO NEW PARTNERSHIP                         DISPENSARY
                                                     GROUPS                                      LICENSES IF AWARDED

2016               Q2 2017             Q2 2017       Q2 2017                  Q3 2017            Q4 2017

                                                                                                                   4
BODY & MIND INC. BODY MIND - Bam Marijuana
The BaM Advantage
 A NEVADA PIONEER HAVING RECEIVED ONE OF THE FIRST NEVADA LICENSES IN 2015

 A DIVERSE PRODUCT LINE AND RELATIONSHIPS WITH ALMOST ALL OF NEVADA’S
 DISPENSARY OPERATORS

 EXTENSIVE BUSINESS AND REAL ESTATE EXPERIENCE

 TREMENDOUS GROWTH PROFILE AND A SOLID OPERATIONAL TEAM IN PLACE

 PROCESSING MULTIPLE OUT-OF-STATE LICENSING APPLICATIONS WHICH CAN PROVIDE
 SIGNIFICANT UPSIDE IF AWARDED

                                                                             5
BODY & MIND INC. BODY MIND - Bam Marijuana
Leadership
MANAGEMENT, ADVISORS & BOARD
Robert Hasman                             Leonard Clough                        Kevin C. Hooks                          Dong H. Shim                            Chris MacLeod
CEO of Nevada Medical Group               CEO of Body & Mind Inc.               Director                                Director                                Director
(a Body & Mind subsidiary) & Director     & Director
. Managing Director, Sperry Van Ness,     . Partner of Cooper Clough Asset      . Founder and former CEO of Catalyst    .Mr. Shim is a Chartered.               . Chris MacLeod is a Partner in
a NV commercial real estate               Mgmt. at RBC for 13 years.            RX, a pharmacy benefit manager.         Professional Accountant in Canada       Cambridge LLP.
brokerage firm.                           . Over 20 years of capital markets    . In 2001, Catalyst RX went public on   and a Registered Certified Public       . Focuses on complex business
. Involved in the origination and         experience.                           Nasdaq under CRTX.                      Accountant in the state of Illinois,    litigation including cross-border
syndication of more than $1b of           . President of Toro Pacific           . By 2012, CHSI revenues exceeded       USA.                                    dispute resolution, multi-jurisdictional
commercial real estate acquisitions.      Management Inc.                       USD $5B and the company joined          . Currently the President and           litigation and private international law.
. Over 10 years of experience in          . Former investment manager,          Fortune 500.                            founder of both SHIM Accounting         . Frequent speaker and writer on
business development and                  Tyee Growth Fund Ltd.                 . Later in 2012, the company achieved   Corporation and Golden Tree             topics relevant to cross-border
operations.                               . Graduate, University of British     over $5B in sales and was sold for      Capital Corp.                           litigation, conflict of laws and private
. Pioneer in the Nevada MJ market.        Columbia.                             usd $4.4B.                              . Serves as the CFO for International   international law.
. Bachelor of Arts, Ohio State                                                  . Bachelor of science, Ohio State       Private Vault Inc. and as a director    . Has appeared before all levels of
University.                                                                     University.                             of National Issuer Services Ltd., a     Court in the Province of Ontario,
                                                                                . Board certified pharmacist.           transfer agent company based in         including the Ontario Court of Appeal.
                                                                                                                        British Columbia, Canada.

Justin Chorbagian                         Chuck Rifici
Advisor                                   Advisor
. Co-owner of the largest chain of        . Chairman and CEO, Nesta Holding
privately owned hydroponic shops in       Ltd.
Canada.                                   . Founder and former CEO of Tweed,
. Co-creating a group of companies that   now Canopy Growth.
include Green Planet Nutrients and        . Former CFO of Liberal party of
Green Planet Wholesale.                   Canada.
. His companies, which originated in      . Marijuana pioneer in Canada.
Canada, have expanded and now             . Chairman & CEO, Cannabis Wheaton.
operate in the UK, Australia, and North
America.

                                                                                                                                                                                                     6
. Considered the go-to expert for
cannabis consulting.
BODY & MIND INC. BODY MIND - Bam Marijuana
Recreational in                                                 INTERNATIONALLY
 America                                                          DECRIMINALIZED
                                                                        MAY 2017

                                                               MEDICAL MARIJUANA
                                                                                    ISRAEL
                                                                                    AUSTRALIA
                                                                    FEBRUARY 2017

                                       Washington                                   GERMANY
  Oregon                                                                            BRITAIN
                                                                                    PORTUGAL
                                                                   SOME LEVEL OF    SPAIN
                                  TM

                                                    Colorado
                                                                 LEGALIZATION OR
                                                               DECRIMINALIZATION
                                                                                    FINLAND
                  BODY and MIND
                                                                                    FRANCE
                                                                                    ITALY
California
                                   Nevada
                                                                                    MACEDONIA
                                                                                    NETHERLANDS

             Alaska

                                                                                                  7
BODY & MIND INC. BODY MIND - Bam Marijuana
Opportunity
PROJECTED HYPER-GROWTH IN NEVADA MARKET

$200M                                                                               51%
                                                  Since Colorado legalized recre-                                              Nevada’s MJ market is
                                                  ational marijuana in 2014, the                                               projecting a higher tra-
                                                  industry has seen tremendous                                                 jectory at an annualized
                                                  revenue growth. Over USD                                                     rate of 51% over the next
                                                  $200 MILLION has been                                                        few years.
                                                  returned to Colorado taxpayers
                                                  to fund social programs.
 Monthly Marijuana Sales in COLORADO                                                 Projected Annual Marijuana Sales in NEVADA
 In millions of USD                                                                  In millions of USD

 100                                                                                750.                         ANTICIPATED
                                                                                                                 RECREATIONAL USE
                                                                                                                 REGULATION IN FORCE
                                                                                                                                              $632M
  80                                                                                600.

  60                                                                                450.

  40                                                                                300.

                                                                                    150.
                                                                                             $122M
  20

   0                                                                                  0.
   Dec-14       May-15        Oct-15    Mar-16        Aug-16      Jan-17                       2016       2017       2018              2019    2020

         Recreational marijuana sales   Medical marijuana sales
                                                                                                                                                           8
BODY & MIND INC. BODY MIND - Bam Marijuana
Facilities
STATE-OF-THE-ART TECHNOLOGY

CULTIVATION         PRODUCTION                KITCHEN &               LABORATORY
                    CENTER                    PACKAGING
EXISTING FACILITY   LARGE INVESTMENT INTO     NEW PRODUCT TESTING     ALL PRODUCT TESTING
~20,000 SQ. FEET    PRODUCTION EQUIPMENT      OCCURS IN THE KITCHEN   OCCURS PRIOR TO SHIPMENT

ADJACENT BUILDING   BHO EXTRACTION FACILITY   PACKAGING OCCURS IN     DEVELOPING NEW STRAINS
~30,000 SQ. FEET                              HOUSE
(UNDER REZONING)

                                                                                            9
BODY & MIND INC. BODY MIND - Bam Marijuana
Awards
LV HEMPFEST CUP 2016   THE PRODUCER’S CUP
                       CONCENTRATE PROFESSIONAL
                       CHAMPION

                       THE GROWER’S CUP FLOWER
                       PROFESSIONAL CHAMPION

                       BEST INDICA
                       SIN MINT COOKIES

                       BEST FULL MELT
                       TANGERINE POWER

                       BEST HYBRID
                       SIN VALLEY OG

                                                  10
BaM Brand

 TOPICALS
 THC AND CBD
 INFUSED PRODUCTS

 OIL TIPS           BaM EDIBLES   11
Products
   SEQUIOA                  SINMINT COOKIES            WHITE NIGHTMARE
   STRAWBERRY
                            AWARD-WINNING STRAIN       PERFECTLY BALANCED,
                            WITH GREAT TASTE AND       UPLIFTING STRAIN FOR
   • A WELL BALANCED,
                            HIGH POTENCY               DAYTIME USE
   ENERGIZING SATIVA WITH
   INTENSE FLAVORS.
                            • NAMED A HIGH TIMES TOP   • SATIVA-DOMINATE,
   • SEQUOIA STRAWBERRY
                            TEN STRAIN OF 2014         HIGH-POTENCY HYBRID WITH
   IS A CROSS BETWEEN
                            • HIGH-THC GIRL SCOUT      EUPHORIC EFFECTS
   WHITESTRAWBERRY AND
                            COOKIE HYBRID              • SUPER-DENSE FLOWERS
   WHITENIGHTMARE
                            • BEAUTIFUL DEEP PURPLE    CARRY THE AROMA OF
                            BUD SATURATED WITH         BLUEBERRIES AND CANDY
   70% SATIVA
                            CRYSTALS                   • CAN HELP BOOST
   30% INDICA
                            • YOU MAY EXPERIENCE A     PRODUCTIVITY, ENERGY AND
                            SENSE OF HEIGHTENED        FOCUS
                            PERSPECTIVE WITH DEEP
                            RELAXATION

                                                                                  12
Future Plans
 PHASE 1 + 2

1,600          LBS    20,000                 SQFT   $4M         US
ANNUAL PRODUCTION     APPROXIMATE CAPACITY          ANNUAL REVENUE

PHASE 3 + 4                                           and

7,000           LBS   50,000                 SQFT   $35M             US
ANNUAL PRODUCTION     APPROXIMATE CAPACITY OF THE   ANNUAL REVENUE
                      CULTIVATION AND PRODUCTION
                      FACILITIES
                                                                          13
Projections
FINANCIAL PROJECTIONS
         REVENUE (USD)                                              PRE TAX PROFIT (USD)
         In millions                                                In millions

    40                                                         10

                                                               8
    30

                                                               6

    20
                                                               4

    10
                                                               2

     0                                                         0

           2017        2018   2019       2020      2021                2017       2018   2019   2020   2021

ASSUMPTIONS
FLOWER PRICES MODELLED AT $2250 AND DECLINING TO $1750
TWO RETAIL LOCATIONS - OPENING IN Q4 2018
INCORPORATES PRODUCTION FROM TWO EXISTING FACILITIES
DOES NOT INCLUDE ANY FURTHER M&A
DOES NOT INCLUDE ANY ADDITIONAL LICENSES THAT HAVE BEEN APPLIED FOR.
                                                                                                              14
Future Milestones
                                                                                                 STATE OF ARKANSAS
                                                                                                 LICENSE
                     ZONING FOR                                                                  ANNOUNCEMENT
                                                    COMMENCE
                     PEPPER LANE NORTH              ENGINEERING AND    COMMENCE RENOVATION
                                                    CONSTRUCTION       FOR NEW DISPENSARY
    OHIO STATE TIER 1          STATE OF NEVADA      FOR NEW FACILITY   LICENSE AT PEPPER
    LICENSE ANNOUNCEMENT       DISPENSARY LICENSE                      LANE NORTH (IF AWARDED)
    (IF AWARDED)               ANNOUNCEMENT

Q4                  Q1                   Q2                       Q3                    Q4

                                                      18
                     18

                                                                     18
         17

                                    18

                                                                                            18
                                                    20
                    0

                                                                   20
        0

                                   0

                                                                                          20
                  12
        2

                                12

                                                2

                                                                  3
     0,

                                                                                       4
                Q

                                               Q
                               Q

                                                                Q

                                                                                      Q
    3
 V.
O
N

                                                                                                               15
Value Creation
THIRD PARTY    BaM has built additional capacity within its’ extraction infrastructure
EXTRACTION     to handle third party flower for those without a production license
               or those unwilling to make the capital investment.

NEW PRODUCTS   BaM is an innovator in its kitchen and oil products, like THC-infused
               beef jerky, gummy slices and dried fruits.

PRODUCT        Due to the distribution network that BaM has developed in Nevada,
LICENSING      BaM is a natural fit for others to partner with for distribution in Nevada.

ACQUISITIONS   Many licensee’s have faced start up issues or have tried to expand to quickly and
               have sustained losses. BaM is focused on acquiring companies that can be easily
               turned around and contribute to the bottom line.

                                                                                                   16
Value Creation
OUT-OF-STATE OPPORTUNITIES
IN STATES THAT ARE ACCEPTING APPLICATIONS FOR NEW LICENCES, THE PROCESS IS GETTING
INCREASINGLY DIFFICULT DUE TO THE HIGH BARRIERS OF ENTRY

Merit Based Approach              Less Licenses                     Higher Value

Under a points-based-system,      New state’s are awarding less     Less licenses concentrated in
a candidate without               licenses with immediate build     fewer hands means higher value
operations and sales experi-      out requirements thereby re-      of the underlying licenses. BaM
ence, will not score high         ducing one’s ability to specu-    see’s huge potential in new
enough to be awarded a new        late on licenses. The intent is   licenses through application as
license regardless of access to   to avoid smaller players.         the costs are low but the reward
capital. Means less eligible                                        could be significant.
candidates.

                                                                                                       17
Market
  DEMOGRAPHICS
  TARGET MARKET THROUGH 1) ONLINE PRESENCE; 2) PUBLIC AWARENESS AND MARKET BRAND AND PRODUCTS;
  AND 3) ACQUISITIONS AND ADDITIONAL LICENSING, UTILIZING BAM PLATFORM AND CREATING SYNERGIES

   MEDICAL                                                    SECONDARY MEDICAL               RECREATIONAL

   26K
    Estimated number
                                                              1.5M
                                                              Out-of-state Americans
                                                                                              234M
    of users aged 21-55                                                                       Estimated number of
                                                              with medical marijuana cards.   Americans and tourists,
    in Nevada                                                 Nevada honors reciprocity       worldwide

Source: UNODC, ProCon, and research by Nevada Medical Group
                                                                                                                        18
Structure
  CURRENT SHARES OUTSTANDING       47,066,799
                  (CSE: BAMM)

       WARRANTS @ $0.90 (2 YR)     9,102,141
                                                 STRONG CAPITAL
       WARRANTS @ $0.66 (2 YR)     367,293       BASE AND
     SHARES OUTSTANDING (F/D)      56,536,233
                                                 LOW RELATIVE
     MARKET CAPITALIZATION (F/D)
       FULLY DILUTED @ CAD $0.66
                                   $37,300,000   VALUATION
                       CASH F/D    $10,700,000

      MANAGEMENT OWNERSHIP         25%

                                                                  19
Summary
PLATFORM FOR EXPANSION IN PLACE &          OUT OF STATE OPPORTUNITIES PLENTIFUL FOR BaM
SIGNIFICANT EBITDA GROWTH EXPECTED         AS STATE’S MOVE TOWARD MERIT BASED
                                           APPLICATION PROCESSES
EXPANSION INITIATIVES IN PLACE INCLUDING
                                           NEW TAXATION FULLY ALLOCATED TO AILING
SECOND FACILITY, THIRD PARTY EXTRACTION,
                                           NEVADA SCHOOL SYSTEM IN 2018 BUDGET
DISPENSARIES, NEW PRODUCTS, LICENSING

NEVADA MJ RIPE FOR CONSOLIDATION AND       BaM MANAGEMENT, GROWERS, BOARD OF DIRECTORS
FEW NV PLAYERS HAVE BANDWIDTH              AND FINANCIERS ARE INDUSTRY RESPECTED

                                                                                          20
TM

BODY and MIND

                     INVESTOR CONTACT
                     Justin Rasekh
                     justin@altuscapital.ca
                     778-998-4235
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