BODY & MIND INC. BODY MIND - Bam Marijuana
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TM BODY & MIND INC. OWNER OF NEVADA’S MARQUIS RETAIL BRAND, BODY & MIND BODY and MIND INVESTOR PRESENTATION NOVEMBER 2017
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
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
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
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
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.
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
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
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
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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