GLOBAL - PRIVATE AND CONFIDENTIAL
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
TERRACE
GLOBAL
PRIVATE AND CONFIDENTIAL
JULY 2020
DISCLAIMER
This 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.
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 uncertainties
which would cause actual results or events to differ materially from those presently anticipated, including changes in Canadian, Uruguayan, Portuguese and Spanish laws, regulations and
guidelines and the Company not completing the acquisition of the shares of Faises. 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.
Private and confidential
www.terraceglobal.ca
2
About us
Terrace is a Canadian company focused on the development
and acquisition of international cannabis assets.
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
multi-continent relationships among us, the Terrace team is
uniquely positioned to unlock value in new jurisdictions like
no one else can.
Private and confidential
www.terraceglobal.ca
3
What we offer
International Global Exclusive
Assets Relationships Deal Pipeline
Existing world class platform in Our Management, Board, and We have sourced proprietary
Uruguay, Spain and Portugal Advisors have a rich international deal flow from South America,
covering recreational cannabis, background with influence globally. Europe and other continents,
medical cannabis and We have worked, lived, and expect to be a global player
hemp assets in low-cost jurisdictions and executed transactions in the cannabis industry.
with progressive regulatory regimes around the world,
and strong domestic demand. across capital markets, agriculture,
and government regulations.
Private and confidential
www.terraceglobal.ca
4
Our strategy
Terrace’s operations will expand across Europe,
South America, and other continents, to become a
leading dry flower and derivatives producer globally.
GLOBAL ASSET
STRATEGY
✓ Existing domestic market
✓ Approved for exportation
Terrace has already secured production assets in low-
✓ Low cost inputs
cost jurisdictions and maintains a proprietary deal
pipeline to acquire additional production capacity.
Private and confidential
www.terraceglobal.ca
5
Board of Directors
FRANCISCO ORTIZ MICHAEL GALEGO STEPHEN ARBIB VINCE GASPARRO DENNIS MILLS
DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR
SPAIN - URUGUAY PORTUGAL - URUGUAY ISRAEL - GERMANY USA - EUROPE - ISRAEL USA - EUROPE - ISRAEL
COLOMBIA - BRAZIL NETHERLANDS
International Entrepreneur & Lawyer & Entrepreneur Entrepreneur and Principal Secretary to Corporate Director
Co-Founder of Tuenti, the Co-Founder and Director of philanthropist Toronto Mayor John Tory Member of Canadian
“Spanish Facebook”, sold to ICC Labs, sold to Aurora Founder of MedReleaf, Private Equity Investor, Parliament, CEO of MI
Telefonica Co-Founder of CEO of the Stronach Group, sold to Aurora Green Tomorrow Fund Developments,
“Glass”, sold Glass Trademark Agricultural Division CEO, Momentum Solutions PMO under PM Paul Martin Directorships with Frontera
to Google. Bachelor Degree M&A Lawyer at Osler, MSc, London School of Energy, CGX Energy and
in Economics from Harvard Hoskin & Harcourt LLP. Economics MBA, Villanova Hut-8 Mining
University. University
Private and confidential
www.terraceglobal.ca
6
Management Team
FRANCISCO ORTIZ MICHAEL GALEGO STEPHEN LERMER BEN WEDEKING JOHN CHOU
CEO CLO COO/PRESIDENT HEAD OF CULTIVATION CFO
SPAIN - URUGUAY PORTUGAL - URUGUAY USA - LATAM ISRAEL - GERMANY CANADA - COLOMBIA
COLOMBIA - BRAZIL NETHERLANDS
Reference BIO Reference BIO Accomplished global pharmaceutical Led cannabis projects in Israel Seasoned financial executive
under"Board of Directors" under"Board of Directors" and Cannabis executive with broad (Tikun Olam), Germany, and with extensive expertise in
experience in all aspects of product Netherlands (Bedrocan). entrepreneurial organizations
development, industrialization and BA in Agricultural Studies + and international financial
commercialization. Experienced C-level Masters in Process and Quality management. Previously Vice
manager and leader of multi-disciplined President, Finance of Gran
Management, Humboldt
teams through all phases of company Colombia Gold and Frontera
University
lifecycle. B.S. Mechanical Engineering, Energy, and manager at Deloitte
M.S. Engineering, MBA. in Toronto. CPA, CA. MBA.
Private and confidential
www.terraceglobal.ca
7
International Advisory Board
JONATHAN GOLDMAN HESAAM HESS MOALLEM Mª CONSUELO ARAUJO HON. JAMES PETERSON LORNE GERTNER
ADVISOR ADVISOR ADVISOR ADVISOR ADVISOR
NORTH AMERICA - EUROPE NORTH AMERICA - EUROPE SOUTH AMERICA BRAZIL - RUSSIA AFRICA - ISRAEL
CHINA - INDIA - MIDDLE EAST
Entrepreneur and Experienced executive Former Minister of Foreign Former Minister, International Entrepreneur
business builder with extensive CPG, Relations, Colombia International Trade, Canada Co-Founder, Tokyo Smoke / HIKU
President Stafford cannabis and international Former CEO, Co-Founder, PharmaCan Capital
Co-Founder, Cannasat
Co-Founder Autumn Growth regulatory experience. Gran Colombia Gold Former Secretary of State,
Pharmaceuticals
Co-Founder Cannoe Canada Former President, CEO International Financial Chairman and CEO, Hill & Gertner
and Director, Charlotte’s Institutions, Canada Capital
Web Holdings, Inc.
Private and confidential
www.terraceglobal.ca
8
Joint Venture Partner
In May 2020, Terrace and The Flowr Corporation (TSXV: FLWR) entered into
a strategic partnership to jointly develop the first large scale outdoor
cultivation project of medical cannabis in the E.U.
The project combines the expertise of two leading cannabis teams and
leverages Flowr’s GMP certified indoor facility in Sintra and its 161-acre
licensed outdoor cultivation site in Aljustrel, both located in Portugal.
Under the partnership agreement Terrace will receive common shares in
Flowr at discounted prices plus warrants for any cash it funds to the joint
venture. In addition, Terrace is entitled to a 25% share in the net proceeds of
medical cannabis sales from the 2020 season. For the 2021 season, Terrace
has the option to continue with the project in Aljustrel at its sole discretion
with a 50% of net proceeds in that year.
Private and confidential
www.terraceglobal.ca
9
Joint Venture Partner: The Flowr Corporation
Flowr is a vertically-integrated Canadian
cannabis company headquartered in Toronto,
✓ GMP AND GACP PRODUCTION FACILITIES
Canada with operations in Canada, Europe, and ✓ E.U. MEDICAL CANNABIS MARKETS
Australia. Flowr produces recreational and ✓ LOW COST STRUCTURE
medicinal products from its state-of-the-art
production facilities in Kelowna, BC, which also
SINTRA
includes an outdoor and greenhouse cultivation
site and an R&D facility. Flowr’s international ALJUSTREL
operations consist of GMP licensed facilities in
Portugal and Australia. Flowr’s advanced indoor
grow facilities, experienced cultivation team and
focus on Good Manufacturing Practices ensure
consistent, high-quality supply of medicinal
cannabis products.
10Joint Venture Partner: The Flowr Corporation | Aljustrel Site
At least 30 acres GACP cultivated 40,000 plants consisting
for 2020 season out of 161 acres of at least 11 cultivars such as
of licensed outdoor area Gorilla Glue, Zkittles, Pink Kush.
11Joint Venture Partner: The Flowr Corporation | Sintra Site
Products to be finished 3 GMP drying rooms 1 GMP processing and
at GMP-certified facilities 6 GACP drying rooms 1 packaging room
in Sintra 1 GMP Storage room
12Existing asset structure: South America and Europe Private and confidential
www.terraceglobal.ca
Portugal Uruguay Spain
100% of Terra Nova 33% of Faises* 100% of Oransur 100% of Pharmabinoide
Medical Cannabis Recreational Cannabis Hemp Hemp
30 acres 3.7 acres 150 acres 100 acres
*Shares subject to a call option in favour of Terrace
13Portugal.
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.
Terra Nova was official sponsor of Portugal’s first medical cannabis
conference
Private and confidential
www.terraceglobal.ca
14Uruguay: Faises RECREATIONAL CANNABIS LICENSE
Fully licensed to produce psychoactive
recreational cannabis for delivery and
distribution to approved pharmacies.
Faises* has 1 of only 2
licenses in Uruguay to INCREASING CAPACITY
produce and distribute Current production at 2 tonnes/year, with
opportunity to increase to 4 tonnes per year.
recreational cannabis.
*The Company does not currently own Faises but has entered into a call option agreement
granting it a right to acquire 33.75% of the Faises shares, subject to applicable regulatory
approvals. There is no guarantee the option will be exercised. COUNTRY-WIDE DISTRIBUTION
Distribution footprint includes all Uruguay,
with a current population of over 3 million
people.
Private and confidential
www.terraceglobal.ca
15Uruguay: Oransur
Oransur, S.A. leases farms from
across Uruguay to cultivate
various crops with proprietary and
imported genetics. Oransur’s first harvest in 2019 Combine Harvester
Oransur’s most recent harvest in Uruguay yielded 750 kg
of high CBD biomass as well as 500 kg of high CBD
seeds.
Greenhouse for Oransur High CBD Genetics
Private and confidential
www.terraceglobal.ca
16Spain
Pharmabinoide S.L. is a licensed producer of
hemp in Spain that planted 20 hectares of
hemp that resulted in 30 tons of biomass
available for extraction. Terrace has entered
into an LOI for the sale of the biomass with
Pharma Life S.L. and it’s pending to close this
sale.
Private and confidential
www.terraceglobal.ca
17Peer group
C O M PA N Y E Q U I T Y VA L U E * JURISDICTIONS S TAT U S
Pharmacielo $68M Colombia
Khiron Life Science $57.5M Colombia, Uruguay
Holigen $30M Portugal Flowr Corp acquired 100%
Terrace $27.6M Portugal, Uruguay, Spain
Inverell $25M Uruguay Acquired by Auxly
MPXI $15.5M Canada, UK, Switzerland
* As of July 24th, 2020.
Private and confidential
www.terraceglobal.ca
18Capitalization
EXISTING SHAREHOLDERS
Management* 67,765,000
Board of Directors 15,720,000
International Advisory Board 19,700,000
Other Shareholders 64,155,956
Total 167,340,956
*Founders and management are subject to 3 year TSXV escrow.
Private and confidential
www.terraceglobal.ca
19TERRACE
GLOBAL
CANADA
365 Bay Street, Suite 800,
Toronto, ON, M5H 2V1.
info@terraceglobal.ca www.terraceglobal.caYou can also read
