CSE: SAFE OTCQB: SAYFF - Investor Presentation
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DISCLAIMER Important: you must read the following before continuing. This document is being made available by Certain of the information contained in this presentation concerning industry trends and 3|Sixty to current and prospective investors for general informational purposes only. This presentation performance is based upon or derived from information provided by third-party consultants, is not, and under no circumstances is to be construed as, a prospectus, or advertisement or a public other industry sources and our research. 3|Sixty believes such information is accurate and that offering of securities of 3|Sixty in Canada, the United States or any other jurisdiction. No securities the sources from which it has been obtained are reliable. However, 3|Sixty cannot guarantee commission or similar authority of Canada, the United States or any other jurisdiction has reviewed or the accuracy of such information and has not independently verified the assumption upon which in any way passed upon this document, and any representation to the contrary is an offence. Current projections of future trends and performance are based. and prospective investors should not assume that this document is complete and should conduct their Statements containing forward-looking information are made as of the date of this presentation. own analysis and investigation of 3|Sixty and consult with their own financial, legal, tax and other business advisors before investing in 3|Sixty. Nothing contained herein is, or should be relied on as, a Cautionary note regarding issuers with U.S. cannabis-related activities. Cannabis is a promise or representation as to the future performance of 3|Sixty. Unless otherwise noted, all Schedule I controlled substance under the U.S. Controlled Substances Act and is illegal under information contained herein is provided as of the date hereof and is subject to change without notice. U.S. federal law, the laws of certain U.S. states and many foreign jurisdictions. Even in those U.S. states where cannabis has been legalized or decriminalized, it remains criminal under U.S. Cautionary note regarding forward looking statements. This presentation includes estimates, federal law. Companies and investors participating in the regulated cannabis industry are projections, and other forward-looking statements, within the meaning of applicable Canadian or United subject to myriad risks as a result of applicable laws and regulations, including, without States securities legislation. All estimates, projections, and other forward-looking statements have been prepared by us on assumptions we consider reasonable, but these estimates, projections, and limitation, the risk of criminal prosecution and asset seizure, burdensome tax liabilities, lack of access to banking services and an inability to enforce certain creditor and intellectual property statements involve a high degree of risk and may not prove accurate. No representation is made as to rights. Investment in 3|Sixty is only suitable for investors that understand and have discussed the accuracy of such estimates, statements, or projections or their attainability, and nothing in this with their legal, tax and financial advisors the rapidly changing laws and regulations applicable presentation shall be relied upon as a promise or representation as to our future performance. to the regulated cannabis industry and that knowingly accept the associated risks. An investor’s Statements that are not historical facts or that describe our plans, beliefs, goals, intentions, objectives, contribution to and involvement in such activities may result in federal civil and/or criminal projections, expectations, assumptions, strategies, or future events are forward-looking statements. In prosecution, including forfeiture of his, her or its entire investment. addition, terms such as “will,” “believe,” “anticipate,” “estimate,” “plan,” “projects,” “continuing,” “ongoing,” “expect,” “intend,” “potential,” and similar expressions and discussions of our strategy or 3|Sixty expects to derive a portion of its revenues from the cannabis industry in certain states of the United States, which industry is illegal under United States federal law. While 3|Sixty’s other intentions identify forward-looking statements. These statements involve estimates, assumptions business activities are compliant with applicable state and local law, such activities remain and uncertainties that could cause actual results to differ materially from those expressed for the illegal under United States federal law. The enforcement of relevant laws is a significant risk. reasons described in this presentation. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, Cannabis is a new industry subject to extensive regulation, and there can be no assurance that except as required by applicable law, we undertake no obligation to update any forward- looking it will grow, flourish or continue to the extent necessary to permit 3|Sixty to succeed. 3|Sixty is statement to reflect events or circumstances after the date on which the statement is made or to reflect treating the cannabis industry as a deregulating industry with significant unsatisfied demand for the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our its proposed products and will adjust its future operations, product mix and market strategy as business or the extent to which any factor, or combination of factors, may cause actual results to differ the industry develops and matures. materially from those contained in any forward-looking statements. Cautionary Note Regarding United States Securities Laws This presentation includes certain statements and estimates provided by 3|Sixty with respect to the anticipated future performance of 3|Sixty. Such statements and estimates reflect various assumptions This presentation does not constitute an offer to sell or the solicitation of an offer to buy, by 3|Sixty concerning anticipated results, which assumptions may or may not prove to be correct. No nor shall there by any sale of the securities in any jurisdiction in which such offer, representations are made as to the accuracy of such statements and estimates, as well as the exercise solicitation or sale would be unlawful prior to registration or qualification under the of a substantial degree of judgment by management as to the scope and presentation of such securities laws of such jurisdiction. The securities of 3|sixty have not been and will not information. Such statements and estimates are based on a number of assumptions, and subject to a be registered under the united states securities act of 1933, as amended (the “u.S. number of risks and other factors, including those that are not in the control of management and which Securities act”), or any state securities laws and may not be offered or sold within the may not prove to be true. Actual results achieved during projection periods may differ substantially from united states or to, or for the account or benefit of, “u.S. Persons,” as such term is those projected. Historical statements contained in this document regarding past trends or activities defined in regulation s under the u.S. Securities act, unless an exemption from such should not be taken as a representation that such trends or activities will continue in the future. registration is available. /2
SEED-TO-SALE SECURITY SERVICES SECURITY ON-SITE SECURE SECURE RETAIL CONSULTING SECURITY TRANSPORT STORAGE Applicants Guard services Transport capabilities Secure vaults/facilities Store operations • Site assessment • LP’s (cultivation, • Cannabis and cash • Climate controlled • Security technology • Licensing advisory processing, etc.) • Unarmoured and • 24/7 security protection • Security personnel • Security design & armoured vehicles and monitoring • Training & SOPs build-out support Security systems • Air transport using • Dock level loading • Compliance audits bio-thermal packaging • Chain of signature • CCTV • ATM services Licensed producers • Real-time vehicle & • Intrusion alarm • Cash solutions climate monitoring • Expansion and and access control Applicants additional sites systems, monitoring and service • Site assessment • Compliance audits • Store design • Licensing advisory /3
EXECUTIVE Management team MANAGEMENT TEAM CEO AND FOUNDER CHIEF FINANCIAL OFFICER PRESIDENT CHIEF COMMERCIAL OFFICER Thomas Gerstenecker Carlo Rigillo David Hyde Neil Weaver • Expert and industry leader • Has 15+ years financial • Recognized leader and trusted • Has 39+ years of law enforcement within the international security experience including 4 years senior advisor in the security and security experience in Canada field with 25+ years experience as Director of Finance and then industry and abroad. Interim Chief Financial Officer • Thomas worked for the United at Beretta Farms Inc. • Led a full-service cannabis • Seasoned Executive with Nations for 15 years. During security and strategic licensing extensive law enforcement and this time he held various senior • Previous work experience in advisory practice since 2013 security experience. level positions to include Chief consumer health, consumer providing services to over 400 of Security, Global Operations products and the businesses in the legal cannabis • Has knowledge, experience and manufacturing sectors markets understanding of highly regulated • Spent many years with Canada’s special forces group, • Extensive experience • Holds a Master of Science industries and his vast network of Joint Task Force Two establishing and managing degree in Security & Risk resources around the globe financial controls within small Management and is a graduate position him effectively to lead and • Holds a Master of Science support a team of risk and security and large companies of the Wharton School degree in Risk, Crisis, and Development Program for specialists across the cannabis Disaster Management from the • Carlo holds a CPA, CA Security Executives markets. University of Leicester, England, and is a Certified • Former Security Chief for a • Holds a MSc in Security and Risk Business Continuity major multi-billion dollar management, and other related Professional corporation with >500 security certifications. staff & a $35 million annual budget /4 Confidential Information
BOARD OF DIRECTORS CHAIRMAN DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR Gaetan Lussier Vernon White Nancy Croitoru Nitin Kaushal Elmer Kim Rick Gabrielson Thomas Gerstenecker • Deputy Minister for 18 • Currently a Canadian • Brings a diverse Nitin Kaushal has served Elmer has been an active Rick Gabrielson is an • Expert and industry leader years, of which 12 was in Senator background of senior as a director since June Advisor with Lighthouse within the international security investor in high growth Ottawa leadership roles as a 2019 and has been Maritime Advisors and the field with 25+ years experience • Previously, was Chief of companies since 1995. successful entrepreneur, • Was President of two Police of the Ottawa multi-national senior Managing Director of PWC He has served on a President of RS • Thomas worked for the United food companies Police Service Corporate Finance Inc. number of private and Gabrielson and Nations for 15 years. During executive and industry leader since 2012, and was the public company boards. Associates, LLC, a this time he held various senior • Previously, member of • Prior to this, led the level positions to include Chief various boards including Regional Police Service Executive Vice President Elmer was the CFO for consulting and advisory • Is an institute-certified practice focused on global of Security, Global Operations Shoppers Drug Mart in Durham, Ontario, and and Managing Director Whitecastle Investments Board Director and has spent over 20 years with of Medwell Capital Inc. Limited, a privately held logistics and the • Spent many years with • Received the Order of international Board the Royal Canadian from May 2010 to March investment company, transportation sector. He Canada’s special forces group, Canada in 1981 experience Mounted Police, leaving 2012. Mr. Kaushal has Managing Director of has extensive supply Joint Task Force Two • Brings a very diverse as an Assistant • Previously, was CEO of worked in senior roles with Whitecap Venture chain experience in U.S. • Holds a Master of Science expertise to the 3|Sixty Commissioner a public relations and a number of domestic truckload, Partners, Co-Founder and degree in Risk, Crisis, and board crisis management firm Canadian investment intermodal, L.T.L., parcel, • Has been honoured with Managing Director of Disaster Management from the and most recently, CEO • Holds a B.S.A, M.Sc, a number of awards and banks, including Desjardins Whitecastle Private Equity and consolidation University of Leicester, of Food & Consumer PhD, O,C. commendations over the Products of Canada Securities Inc., Orion Partners, Managing operations. Mr. Gabrielson England, and is a Certified years, including a Securities Director of Roynat has broad experience in Business Continuity (FCPC) Commissioners Inc., Vengate Capital, Equity Partners and Vice foreign consolidation, Professional Commendation, a HSBC Securities Inc., and trucking and Customs President of Growth Queen’s Jubilee Medal, at operations. He has over Equity, BDC Capital. and a United Way PricewaterhouseCoopers thirty years in various Community Builder of the in their M & A, valuation leadership roles, including Year Award and audit groups. extensive P&L responsibility serving two Fortune 40 companies. /5
CANADA’S LP’S ARE GROWING 18 MARITIMES & 49 NEWFOUNDLAND B.C. 33 16 PRAIRIES 101 ONTARIO QUEBEC /6 Source: Health Canada, June 2019; Includes cultivation, nursery, processing and medical sales licenses. Excludes suspended licenses
THE UNITED STATES IS A LARGE OPPORTUNITY 15 15 NEVADA OHIO 39 10 NEW JERSEY 80 CALIFORNIA MISSOURI 15 FLORIDA /7 Source: Health Canada, April 2019; Excludes suspended licenses
MEANINGFUL SCALE June 2019 June 2018 150 50 0 7M 30 650 650 100,000+ 35M 150+ Employees Customers Sq.ft. storage Sq.ft. patrolled Fleet vehicles /8 Note: As of June 8, 2019
OUR HISTORY 2019 2019 2019 2017 2018 TCSS Commenced LCBO Customer National deal trading 2019 Successfully Successfully Win 2013 base expands contract closed the commenced Won LCBO Canopy was first Wins Canopy Ontario wide customer to move National Security acquisition trading under the security contract National of TCSS ticker symbol 3 Sixty genetics/Up Services contract and DHA SAFE (worth more density Cannabis is customer nationwide than $27m over Operating in incorporated to move dried product five years) all provinces 2013 2014 2015 2016 2017 2018 2019 “Original 5” National Tilray Canopy INKAS® Entry into contract footprint and Aphria renewal deal US Market Contracted by one First air and cross 3|Sixty adds Tilray Canopy 3 year Acquisition of 3|Sixty now of the "Original 5" country shipments and Aphria to its renewal worth INKAS® operates in licensed producers for National Cannabis client list for more than $18m Nevada and customers security services New Jersey 2013 2019 2019 2017 2018 2019 /9
A FEW OF OUR CUSTOMERS /10 Note: Customers may include company subsidiaries
RECENT ANNOUNCEMENTS JANUARY 14, 2019 JANUARY 23, 2019 APRIL 2, 2019 JULY 11, 2019 AUGUST 20, 2019 National Security Providing 3|Sixty Acquires 3|Sixty Enters US 3|Sixty Announces Services Agreement Security Services INKAS Security Cannabis Market Record Revenue In with Canopy Growth to The Ontario Services Ltd in Serving 1933 Q2 2019 and Corporation Cannabis Store Canada Industries in Nevada Provides Guidance Entered into a three- Entered into a 3 Sixty Secure Corp 3 Sixty Secure Corp is 3 Sixty Secure Corp year master services multiyear agreement announces acquisition of providing security services announces record agreement to provide with OCS to provide substantially all of the in the US cannabis revenue of $7.55 million, security services to secure transport assets and business of market. The Company has up 119% over Q1 2019, Canopy Growth. 3 Sixty services which INKAS® Security secured applicable provided Q3 2019 to provide 24/7 guarding contribute to the safe Services Ltd. valued at licenses, facilities and guidance of $8.5 million services to protect delivery of cannabis approx. $13.75 million, office space in the State of and FY 2020 guidance Canopy Growth’s products within the payable in cash, shares, Nevada and is serving of net guidance of $60 Canadian facilities. OCS distribution vendor take-back note 1933 Industries and to $80 million. Extends to 3-years, network. and earn-out. multiple dispensaries. from 1-year, and now includes all facilities. /11 Note: Customers may include company subsidiaries
GROWTH STRATEGY US ACQUIRE EXPANSION CROSS EXPAND SELL 1 2 3 4 Expand services Cross-sell guard and Execute on strategic Expand operations to across transport services to 550+ and financially U.S. Represents Canada/enhance DHA clients and continue accretive acquisitions significant growth route density to onboard 12-15 new opportunities with low consulting clients / month capital investment /12
DRIVING Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 ORGANIC GROWTH 20 60 440+ 600+ 650+ 650+ Customers 80 120 220 350 600 700 Personnel 4 10 50 80 150 160 Fleet 440K 2.5M 3.0M 3.5M 7.5M 8.5M+ Revenue /13 1 Cumulative customers Source: Management Note: Customers may include company subsidiaries
IMMEDIATE ORGANIC MARKET OPPORTUNITY COMPETITIVE LANDSCAPE • Highly fragmented space • Consulting services highly fragmented, • Consulting services highly specialized and regional (law dictated on state- and concentrated level) • Traditional transport providers are not active in the space as they have material business with federally licensed financial institutions • Guarding mostly serviced by regional providers KEY REGULATIONS • Cannabis Act came into effect in • Regulated markets on a state-by-state October 2018 basis1 • Significantly expands mandated • Cannabis remains federally illegal, security requirements for LPs & LP meaning applicants LPs and dispensaries cannot access traditional banking services /14 1 Canaccord Genuity Research
GROWTH THROUGH ACQUISITION In addition to extensive near-term organic growth opportunities, there are potential strategic “bolt-on” acquisitions CANADA U.S. of select security/consulting • Potential to acquire • Security services are providers in the complementary cannabis highly fragmented, consulting company to providing the opportunity cannabis space expand our offering for acquisitions • Exploring strategic • In discussions with acquisition of security strategic partner with technology and IT/cyber large U.S. presence security business • Acquire and expand • Add boots on the ground retail guarding company through acquisition with (retail represents large technical experience opportunity in U.S.) • Acquire small to medium cash-in-transit companies /15 1 Canaccord Genuity Research
NEW MARKET POTENTIAL EUROPE Service Canadian clients with European interests U.S. EXPANSION Engaged with Licensed and operational in Maltese Nevada and New Jersey, with government leading U.S. cultivation, processing and retail AUSTRALIA cannabis operator Leverage Negotiating strategic experience from partnership with leading U.S. existing clients in consultancy with large client Australia to service base across 23+ states other clients that have expressed LATIN & SOUTH AMERICA interest in entering Leverage experience from existing this market clients in Latin and South America to service other clients that have expressed interest in entering this market /16
INVESTMENT HIGHLIGHTS 1 2 3 4 5 Full service, Cannabis is the Proven track record Significant pipeline Leading seed-to-sale Cornerstone of of execution with for near-term management team security and risk our Business; blue-chip customer growth in Canada and experienced management tremendous growth base and the U.S. board of directors service provider opportunities organically and for the growing through M&A regulated cannabis market /17
APPENDIX /18
24-HOUR SITE PHYSICAL ORGANIZATIONAL MONITORING SECURITY PLAN SECURITY PLAN Site must be Site security, Site must be monitored at all storage security, monitored at all times by visual floor plans with times by visual recording devices security features recording devices SAFEKEEPING SECURITY AWARENESS STANDARD DURING & TRAINING OPERATING REGULATORY DISTRIBUTION Must take any steps Initial and ongoing security training for PROCEDURES To prevent, detect REQUIREMENTS necessary to ensure safe distribution employees and/or contractors and respond to security incidents /19 1. Canadian Cannabis Regulations (CR), Sept 16, 2018; Cannabis Licensing Application Guide (AG)
WASHINGTON NEVADA CALIFORNIA FIXED CAMERA COVERAGE SURVEILLANCE SYSTEMS VIDEO SURVEILLANCE All production, transport, 24 hour digital SYSTEMS delivery, shipping, labeling surveillance systems 24-hour digital video and packaging areas surveillance systems INVENTORY TRACKING FIXED CAMERA COVERAGE INVENTORY TRACKING Track and trace protocols Shall ensure all production, Track and trace protocols on inventory transport, delivery, shipping, on inventory labeling and packaging areas have fixed camera coverage STATE-TO-STATE FIXED CAMERA COVERAGE REQUIREMENTS VARY All production, transport, delivery, shipping, labeling and packaging areas /20 1. North Las Vegas City Council – Ordinance No. 2671; 2. California Bureau of Cannabis Control – Proposed Text of Regulations; 3. Washington State Legislature – Marijuana Licenses, Application Process, Requirement & Reporting – WAC 314-55-083
SUMMARY CAPITALIZATION CAPITALIZATION OWNERSHIP (FULLY-DILUTED) Share Price $0.20 19% Shares Outstanding 154.4 Founders, Mgmt & Board Dilutive Securities 10.2 Dilutive Shares Outstanding 164.6 Market Capitalization 32.9 68% 13% Other Private Placement Less: Cash & Equiv. (3.5) Free Trading Add: Debt 11.0 Enterprise Value 40.4 /21 C$ millions, except per share amount
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