INVESTOR PRESENTATION - TSX:RIV OTC:CNPOF - Canopy Rivers
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Disclaimer The information contained in this presentation has been prepared by Canopy Rivers Inc. (“Canopy Rivers” or the “Company”) and contains confidential information pertaining to the business and operations of the Company and its Investees (as defined herein). The information contained in this presentation (a) is provided as at the date hereof and is subject to change without notice, (b) does not purport to contain all of the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company, and (c) is not to be considered as a recommendation by the Company that any person make an investment in Canopy Rivers. Nothing in this presentation should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities. This presentation does not constitute an offering of securities by the Company, and under no circumstances is it to be construed as a prospectus or advertisement or public offering of securities. This presentation is confidential and is being provided to you solely for your information and may not be reproduced, in whole or in part, in any form or forwarded or further distributed to any other person. Any forwarding, distribution or reproduction of this presentation in whole or in part is unauthorized. By accepting and reviewing this presentation, you acknowledge and agree (i) to maintain the confidentiality of this presentation and the information contained herein, (ii) to protect such information in the same manner you protect your own confidential information, which shall be at least a reasonable standard of care, and (iii) to not utilize any of the information contained herein except to assist with your evaluation of a potential investment in the Company. No representation or warranty (whether express or implied) is made by the Company, Canopy Growth Corporation, the Investees or any of their respective directors, officers, affiliates, advisors or employees as to the accuracy, completeness or reasonableness of the information, statements, opinions or matters (express or implied) arising out of, contained in or derived from this presentation or provided in connection with it, or any omission from this presentation. None of the Company, Canopy Growth Corporation, the Investees or their respective directors, officers, affiliates, advisors and employees accept any responsibility or liability to you or to any other person or entity arising out of this presentation. Unless otherwise indicated, all financial information in this presentation is reported in Canadian dollars. TH I RD PARTY I NF ORMAT I O N This presentation includes market and industry data which was obtained from various publicly available sources and other sources believed by Canopy Rivers to be true. Although Canopy Rivers believes it to be reliable, the Company has not independently verified any of the data from third party sources referred to in this presentation, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. The Company does not make any representation as to the accuracy of such information. This presentation also includes data and financial information which was obtained by Canopy Rivers from various Investees. Although Canopy Rivers believes it to be reliable, it has not independently verified all of the data from Investees referred to in this presentation or ascertained the underlying assumptions relied upon by such Investees. The Company does not make any representation as to the accuracy of such information. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 2
Disclaimer (continued) F ORWARD-L O OK I NG I NF ORMA TI O N This presentation includes forward-looking information within the meaning of Canadian securities law. Statements containing the words “believe”, “expect”, “intend”, “should”, “seek”, “anticipate”, “will”, “positioned”, “project”, “risk”, “plan”, “may”, “estimate” or, in each case, their negative and words of similar meaning are intended to identify forward-looking information. Forward-looking information in this presentation includes, but is not limited to, information regarding the Company’s and the Investees’ expected future financial results, goals, plans, business activities and opportunities, collaboration with each other and Canopy Growth Corporation, competitive advantages and ability to create value as well as consumer and industry trends, including Canopy Rivers’ analysis thereof, market size, growth opportunities and expectations regarding the Investees’ customers, potential monetization events and benefits of the Investees’ products, services and technologies. Forward-looking information contained in this presentation is based on certain assumptions, including assumptions regarding the expected financial performance of the Company and the Investees, economic conditions, the Company’s relationship with Canopy Growth Corporation and the Investees, consumer and industry trends, market size and growth opportunities. While management believes these assumptions to be reasonable, based on information available as of the current date, they may prove to be incorrect. Forward-looking information involves risks and uncertainties including, but not limited to, a lack of control over the operations of the Company’s investees (the “Investees”); compliance with laws; changes in laws, regulations and guidelines; infectious diseases, including the novel coronavirus pandemic; challenging global financial conditions; dependence upon Canopy Growth Corporation; business strategy risk; risks inherent in strategic alliances and investments; risks associated with divestment and restructuring; additional financing risk; volatility of the price of the Company’s Subordinated Voting Shares; competition risks; dependence upon key personnel; conflicts of interest; the fact that cannabis is a controlled substance in the United States; risks associated with the United States Agricultural Improvement Act of 2018; credit and liquidity risks; security over underlying assets; risks associated with material contracts; internal controls; expansion into foreign jurisdictions; limited operating history; difficulty to forecast; fluctuations in cannabis prices; reputational risk; catastrophic events, natural disasters, severe weather and disease; management of growth; equity price risk; anti-money laundering laws and regulation risks; anti-bribery law violations; litigation; cybersecurity and privacy risks; unknown defects and impairments; security over underlying assets; entry bans into the United States; hedging risk; classification as a passive foreign investment company; risks related to dividend payments; restrictions on the acquisition or use of properties by foreign investors; reliance on Investee licences; failure of certain Investees to obtain necessary licenses; reliance on Investee facilities; access to capital for the Investees; governmental regulations; operating risks for Investees; increased operational, regulatory and other risks; lack of access to United States bankruptcy protections; the compatibility of existing technologies in cannabis; testing and trials for certain Investees’ products; operations in emerging markets; ability to forecast certain Investees’ production; competitive conditions for the Investees; the ability of the Investees to acquire customers; constraints on the Investees’ ability to market products; risks inherent in an agricultural business; wholesale price volatility; recent announcements and risks regarding vaping products; product recalls by the Investees; product liability risks for the Investees; environmental and employee health and safety regulations; reliance of certain Investees on key inputs; reliance of the Investees on suppliers and skilled labour; research and development; rapid technological change; the slow acceptance of Investee products; inflation; corruption and fraud risk; intellectual property risks; insurance risks; certain Investees’ vulnerability to rising energy costs; and transportation risks associated with the delivery of certain Investees’ products. There may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans, events and trends described herein. In addition, even if the outcome and financial effects of the plans, events and trends described herein are consistent with the forward-looking information contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. Many assumptions are based on factors and events that are not within the control of Canopy Rivers and actual future results may differ materially from current expectations. You should not place undue reliance on forward-looking information. Except as required by applicable Canadian securities laws, the Company assumes no obligation to update or revise any forward-looking information in this presentation to reflect new events or circumstances. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 3
Canopy Rivers is a venture capital firm specializing in cannabis. By bringing people, capital, and ideas together, Canopy Rivers is helping build sustainable businesses and unlock long-term value in the cannabis industry. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 4
The cannabis marketplace is an emerging and growing industry CANNABIS AS AN INGREDIENT GLOBAL MARKET Input End Products The current legal global cannabis market is estimated to be ~US$15B, with the potential to grow to between ~US$40B to ~US$200B in Pharmaceuticals OTC Medicine the next 5 years1. Animal Health Personal Hygiene Plant-derived GROWING CONSUMER BASE Cannabis Internal research and analysis suggests that only Inhalables Food/Edibles 16.7% of Canadians are cannabis consumers2, and another 20% are “intenders”3. As stigma decreases, new form factors are explored, and Beverages Cosmetics product availability increases, we expect a positive shift in the number of consumers. Synthetically-derived Cannabinoids Industrial 1 Marketsize estimates are from research reports provided by Arcview, Bank of Montreal, Deloitte, and Prohibition Partners. 2 Statistics Canada (2019) 3 Canopy Rivers analysis. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 5
Global industry insights and deal flow • Canopy Rivers leverages the data and insights collected from a substantial number of pitches to form unique insights and help identify emerging industry trends. • We have formed a deep global network from which investment opportunities originate. 2,100+ OPPORTUNITIES INTERNATIONAL EVALUATED DEAL FLOW Information on this slide is as of May 31, 2020 TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 6
A diversified global platform and portfolio PORTFOLIO • Canopy Rivers has invested across the cannabis value chain1, including in large-scale and small-scale cultivators, ag-tech companies, hemp processors, brand developers and distributors, retailers, technology and media platforms, edible and beverage companies, and beauty brands. PLATFORM • Our venture capital model provides public market investors access to diverse structures and investment opportunities, including debt, preferred and common equity, and production-linked royalties. GEOGRAPHIC EXPOSURE • Through our portfolio, we have cannabis-related exposure in Canada, the U.S., Europe, and New Zealand. 1 Additional details on portfolio companies in Appendix. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 7
How the cannabis industry is expected to evolve Current State Market WAVE 1 WAVE 2 WAVE 3 WAVE 4 WAVE 5 Growth Cultivation Ancillary Consumer Packaged Big Pharma Mass Market (Present) (Present – 2 yrs) Goods (CPG) (5-10 yrs) (10-15 yrs) (Present – 10 yrs) Time • Cultivation licences tend to be • Providers of products/services • Many believe that brands will • Not enough research on cannabis • As with most mature markets, we viewed as most valuable in highly related to the broader cannabis dominate the industry, posting high is currently available to size this expect there to be only a few market competitive application economy emerge. margins in exchange for customer market properly. leaders and fragmentation below the processes. Value is primarily trust. top 10 companies. • These businesses may be • Medical conditions for which derived from scarcity, but subject to less regulatory risk • Mind share and the strength/reach cannabis offers relief may • Private equity style roll-ups may operations can be capital than cultivators and may be of distribution will likely be cannibalize U.S. pharmaceutical aggregate retail operators and create intensive and scarcity can be easier to scale. determinants of success. sales in the medium to long term. consistency for the customer. temporary. • Many entrepreneurs are • Expect creative brand-building • Companies that can secure • Large multinational cannabis • The focus on cultivation is coming from larger, established activities in the near-term. intellectual property are expected companies may roll-up brands and shifting to the rest of the world, organizations. to have an edge. assets globally. where market dynamics are • Marketing investment will likely generally at an earlier stage. need to grow as companies work to carve out a leading position. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 8
Thesis-driven approach to investing from seed to sale Canopy Rivers has identified 10 verticals across the cannabis value chain. We regularly re-evaluate the investment opportunity in each vertical and its subsegments using our insights into the evolving dynamics within the cannabis industry, including market size, key players, and the next wave of innovation. Agriculture & Cultivation & Processing Consumer Software & Retail & Media & Food Sciences Production Products & Data Distribution Content Accessories Pharma & Wellness Biotech Products Hardware TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 9
The venture capital roadmap to value creation 1. FIND A robust inbound/outbound 5. GROW strategy identifies uniquely differentiated companies and Patient capital helps 4. RE-INVEST portfolio companies captures important start-up metrics. Investment prospects As lifecycle investors, scale, build revenue, undergo a deep due diligence Canopy Rivers may deploy and generate process evaluating market capital at multiple stages of profitability. Canopy size, market need, a company’s life. Canopy Rivers plans an capabilities, traction, Rivers’ scale enables it to investment time leadership team and ROI. invest across multiple horizon for each of its funding rounds. investments ranging from 2-7 years. 2. INVEST Cheque sizes have ranged 3. FACILITATE 6. MONETIZE from
A strategic partnership with Canopy Growth • Canopy Growth – the largest cannabis company in the world1 – is our cornerstone investor, with a ~27% ownership interest. • Our M&A strategies are complementary, with Canopy Growth seeking control acquisitions and Canopy Rivers seeking minority investments. • Canopy Rivers benefits from Canopy Growth’s resources, extensive know-how, and global footprint, while portfolio companies may access Canopy Growth’s distribution network, genetics, and strategic support. • Canopy Growth can gain exposure to new brands and IP, access to offtake cannabis and manufacturing partners, and a potential early look at possible acquisition targets. 1 Based on market capitalization as at May 31, 2020. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 11
We divide our portfolio into three segments M MARQUEE CASH YIELDING OTHER VENTURE UNENCUMBERED CANOPY RIVERS CULTIVATION INVESTMENTS INVESTMENTS CASH NET ASSET VALUE Canopy Rivers Canopy Rivers Public and private has a >25% receives royalty, companies in which share of equity interest or lease Canopy Rivers has in the business cash flows invested TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 12
Marquee Cultivation and Cash Yielding Investments Required Annual Common Equity Cash Yielding Financial Marquee Cultivation Investment Structure Term Payment 1 Ownership Investments Instrument (millions) Royalty Interest 20 Years $4.0 Common Equity + Shareholder Loan 49% Royalty Interest 25 Years $2.9 $40.0 million shareholder loan bears interest at 12% per year Finance Lease 20 Years $0.6 Common Equity + Royalty Interest 20 Years $0.9 Preferred Shares 26% Convertible Debenture 3 Years $0.1 $15.0 million preferred shares generate cumulative dividends at a rate of 18% per year Term Loan 5 Years $0.8 1Represents contractually fixed minimum annual payments for production-based royalties. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 13
Other venture investments Investee Public/Private Investment Structure Equity Stake 1 Reference Price Indicative Value 2 (fully diluted) (millions) Public (CSE:TER) Exchangeable Shares / Warrants 9%3 Trading Price $62.43 Private Preferred Equity 9% Cost $13.5 Private Common Equity / Warrants 24% Most Recent Financing $10.5 Private Common Equity / Call Option 45% Estimated Fair Value4 $9.6 Private Convertible Debentures / Warrants 26%5 Cost $9.0 Private Preferred Equity 7% Cost $4.3 Private Common Equity 17%6 Cost $2.6 Private Convertible Debenture / Warrants 26% Estimated Fair Value4 $2.1 Private Convertible Debenture 9% Cost $2.0 Private Convertible Debenture / Warrants 12% Cost $2.0 Public (TSXV:YSS) Common Equity 7% Trading Price $1.6 Private Preferred Equity / Warrants / Convertible Promissory Note 21% Estimated Fair Value4 $1.4 Private Preferred Equity / Warrants 25% Estimated Fair Value4 $0.1 1Represents equity stake as at later of March 31, 2020 or date of most recent investment. 2Represents indicative value as at May 31, 2020. 3On a fully diluted basis, based on TerrAscend Corp.’s trading price as at May 31, 2020, assuming all exchangeable shares held by Canopy Rivers were immediately converted to common shares. Please refer to Appendix for additional details on the liquidity restrictions. 4Please refer to the Company's consolidated financial statements for the fiscal year ended March 31, 2020 for further information. 5Excludes control warrants. 6Equity stake in LeafLink Services International ULC – see appendix for additional details. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 14
Financial Summary Ownership and Capitalization Summary 1 Financial Highlights 5 Multiple Voting Shares # of Shares % of Basic % of FDSO ~$285MM Canopy Growth Corporation 36,468,318 19.0% 16.6% Total Multiple Voting Shares Outstanding 36,468,318 19.0% 16.6% Capital raised Subordinated Voting Shares # of Shares % of Basic % of FDSO ~$217MM Canopy Growth Corporation 15,223,938 7.9% 6.9% Other Shareholders 140,418,753 73.1% 63.9% Total Subordinated Voting Shares Outstanding 155,642,691 81.0% 70.8% Capital deployed ~$44MM Basic Shares Outstanding 192,111,009 Options2,3 13,066,004 Warrants4 14,400,000 Cash for future Restricted Share Units 356,308 investments Fully Diluted Shares Outstanding 219,933,321 1As at March 31, 2020. 22,805,560 of the Subordinated Voting Shares are considered options for accounting purposes. 3Weighted average exercise price of $2.31. 4In connection with the PharmHouse transaction, Canopy Rivers issued 14,400,000 warrants to purchase Canopy Rivers Subordinated Voting Shares at an exercise price of $2.00 per Canopy Rivers Subordinated Voting Share, expiring on the later of (i) May 7, 2020; and (ii) 12 months following the date PharmHouse receives a sales license. 5Financial highlights as of May 31, 2020. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 15
Investment Highlights Canopy Rivers’ mission is to identify innovators and disruptors in the cannabis industry, accelerate their operational success, Diversified Global Global Insights and unlock value for Canopy Rivers’ Platform & Portfolio & Deal Flow shareholders. Thesis-Driven Value Premier Investment Approach Creation Strategic Roadmap Partner TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com 16
APPENDIX *Ownership % represents fully-diluted equity stake as at later of March 31, 2020 or date of most recent investment
Industry leading professionals Narbé Alexandrian Eddie Lucarelli Olivier Dufourmantelle PRESID E NT AND C EO C HIEF FINAN C I AL C HIEF OPERAT I N G OFFI C E R Venture Capital OFFI C ER Operational Expertise Concept to Mergers & Acquisitions Facility Design & Commercialization Corporate Finance Management Experienced team of professionals from tier one firms Matt Mundy Mary Dimou C HIEF ST RAT EGY OFFI C ER SENIOR DIREC T O R , VENT URE AND GENERAL C OUNSEL C APIT AL & PORT FOL I O OPERAT I O N S Mergers & Acquisitions Venture Capital Corporate Governance Scientific research & development TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com
Governance leadership & oversight Mike Lee 1 John Bell 1,2 Asha Daniere 2,3,4 DIREC T OR C HAIR AND INDEPE N DE NT DIREC T OR DIREC T OR CPG and Beverage Industrials Legal Mergers & Acquisitions Technology Mergers & Acquisitions Finance Board of directors with unique and complementary insights Richard Mavrinac 2,3,4,5 Joe Mimran 3,4 Narbé Alexandrian INDEPE N DE NT INDEPE N DE NT DIREC T OR AND C EO DIREC T OR DIREC T OR Grocery Retail Brand Development Venture Capital Mergers & Acquisitions Fashion Retail Concept to Commercialization 1Canopy Growth nominee to the Board of Directors. 2Member of the Compensation, Nominating and Governance Committee; Asha Daniere is the Chair of the Compensation, Nominating and Governance Committee. 3Member of the Audit Committee; Richard Mavrinac is the Chair of the Audit Committee. 4Member of the Conflicts Review Committee; Asha Daniere is the Chair of the Conflicts Review Committee. 5Lead Independent Director. TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com
Insight & guidance Julian Burzynski Philip Donne ST RAT EGIC ADVIS OR ST RAT EGIC ADVIS OR Alcohol & Beverage Marketing & Advertising Sales & Distribution Grocery Retail Business leaders with proven track records in their respective industries Meg Lovell John Ruffolo Thirty Five Ventures ST RAT EGIC ADVIS OR ST RAT EGIC ADVIS OR ST RAT EGIC ADVIS OR Legal Venture Capital Brand Development Mergers & Acquisitions Technology Sports & Entertainment TSX:RIV | OTC:CNPOF | @canopyriversinc | canopyrivers.com
INVESTMENT SUMMARY CAPITAL COMMITTED ROYALTY WARRANT & CONTRIBUTED $20.0 million $20.0 million royalty Right to purchase committed and purchase price 4% of Agripharm contributed at a $125.0 million 20-year term post-money valuation Leader in extraction, cultivation, award-winning genetics, Annual minimum value added products, and iconic brands. of $4.0 million AT A GLANCE Creemore, ON Indoor and 20,000 sq. ft indoor Licensed Global cannabis company Globally recognized leader Experienced and Outdoor Facility 570,000 sq. ft outdoor December 2014 with nationwide Canadian in cannabis genetics innovative cannabis oil operations processors and product 40-time High Times formulators Strategic partnership with Cannabis Cup winner Constellation Brands Brands include 200 international awards O.penVAPE, Bakked, for best genetics Pressies, Magic Buzz, and District Edibles 21
INVESTMENT SUMMARY COST EQUITY $2.0 million 9% ownership interest (upon conversion at US$13 million cap) Innovative company in the plant physiology and photobiology domains AT A GLANCE Palmerston North, Ag-tech and 10 global Proprietary New Zealand Plant Sciences partnerships across Engineering Proprietary technology Treatments for Backed by leading ag- agricultural industry enables precise control transplanted seedlings and tech investors of UV light through UV seeds photomorphogenesis, a • Finistere Ventures – key factor in regulating With success in crops such focused on ag-tech and plant growth as lettuce and strawberries, supported by industry BioLumic has begun leaders like Nutrien Short-duration UV conducting medical cannabis treatments that target commercial research trials • Rabo Food and Agri key traits and outcomes Innovation Fund – for crops Seed treatments with UV launched by Rabobank, a are early stage. Lab and global leader in Expected long-term early stage trials have been agriculture financing benefits include increased completed on row crops, yield and disease vegetable seeds, and hemp resistance 22
INVESTMENT SUMMARY RIGHT OF COST EQUITY OPTION FIRST REFUSAL $18.2 million 45% ownership Right of first refusal To purchase 100% of interest on all offtake or Canapar’s interest in similar transactions its subsidiaries based with respect to the upon a pre- hemp product and/or determined formula Italy-based manufacturer of CBD oil and isolates and cannabis produced CBD-infused beauty products AT A GLANCE Sicily, Italy Academic Indoor Extraction and Italy is considered to be a Canapar’s extraction Academic partnership Partnerships Processing fast growing market for machine is expected to with the Department of cannabis in Europe be one of the largest Agriculture at the in Europe University of Catania Canapar has entered into contracts with Italian Canapar plans to Scientific research farmers for over 1,000 process hemp biomass activities aimed at hectares (2,200+ acres) of into CBD isolates and improving issues in the hemp cultivation derivative products for field of agriculture distribution in the European market 23
INVESTMENT SUMMARY CONVERTIBLE COST WARRANT DEBENTURE $5.1 million $5.1 million convertible Right to purchase $3.5 debenture million in common shares at a $40.0 14% interest rate million fully diluted valuation 2-year term Media and technology company producing premium multimedia content pertaining to the global cannabis industry 26% equity interest AT A GLANCE Civilized Life – Lifestyle website for Acquisitions include: cannabis consumers Saint John, NB Multi-platform network 304K+ Social Revolution Strategy – Media Followers Civilized Studios – Video content full-service marketing network communications agency Civilized Events – exclusive branded The 420 Games – events company experiences, including the World hosting athletic competitions that Cannabis Congress highlight cannabis consumption
INVESTMENT SUMMARY CONVERTIBLE COST WARRANT DEBENTURE $2.0 million $2.0 million convertible 1.0 million warrants at an debenture exercise price of $1.42 per warrant 8% interest rate Licensed manufacturer of edible cannabis gummies for the Canadian market AT A GLANCE The purpose-built manufacturing Dynaleo expects it will develop a customer pipeline that includes Edmonton, AB Edible cannabis 27,000 sq. ft. Licensed plant contains specialized and manufacturing facility June 2020 automated production equipment both licensed producers as well as that is intended to produce CBD traditional consumer packaged and THC edibles goods companies Dynaleo has the capability to customize gummies in a wide range of flavours, textures, colours, shapes and sizes to meet customers’ needs and regulatory requirements
INVESTMENT SUMMARY CAPITAL COMMITTED EQUITY & CONTRIBUTED $12.0 million committed through 26% ownership interest (excluding convertible debt and warrants, the control warrant) upon full with $9.0 million contributed commitment and conversion Plant-based food and beverage company seeking to make healthy and sustainable the new normal AT A GLANCE Company-owned Purpose-built, SQF-, Greenhouse Juice tackles stores and growing HACCP- and organic- new innovation network of partners certified production challenges with hundreds of retail facility Mississauga, ON Beverage 35,000 sq. ft Founded in locations across Implementing non- Manufacturing Facility 2014 Canada Provides Greenhouse Juice thermal UV technology for with flexibility to remain on cold-pressed juices Includes national / the cutting edge of international chains, ex: functional beverage trends, Developing non-dairy milk Whole Foods, Sobeys while remaining competitive emulsions free of additives, on price and quality gums or stabilizers 26
INVESTMENT SUMMARY COST EQUITY $4.3 million 7% ownership interest Cannabis market intelligence platform providing real-time insights to producers and processors AT A GLANCE Bellevue, ~150 Customers Real-Time Data Washington Insights Currently integrated Strategic alliance with Founder/CEO Cy Scott with 13 different Nielsen (NYSE: NLSN) co-founded Leafly in point-of-sale system 2010, and helped grow the Combining capabilities to providers to pull sales company into a successful deliver greater visibility data for retail exit with Privateer and insight into market- intelligence Holdings leading trends, consumer sentiment, the Tracks performance and competitive product trends across 10 landscape, and potential categories and over 70 interaction points within subcategories CPG categories 27
INVESTMENT SUMMARY CAPITAL COMMITTED EQUITY & CONTRIBUTED $1.5 million committed and 25% ownership interest (excluding contributed the control warrant) Brand platform focused on the adult-use cannabis beverage and herbal supplement beverage markets AT A GLANCE Mississauga, ON Beverage Founded in Manufacturing Facility 2019 Licensed for research and Current products in market development activities under are phytotonic beverages the Cannabis Act featuring active herbal ingredients Herbert has applied for a Beverages are designed for processing licence and is distribution across North America building a dedicated purpose- built, food-grade, and GMP- compliant production and processing facility
INVESTMENT SUMMARY CONVERTIBLE EQUITY COST PROMISSORY NOTE AND WARRANTS $4.3 million $1.0 million 21% ownership interest 8% interest rate high is a cannabis beauty brand from High Beauty AT A GLANCE Northern Distribution Meets “Clean at Founded in Founded by organic High Beauty’s global retail Made with cannabis sativa California Partnership Sephora” Standards 2018 beauty pioneer Melissa partners include: seed oil – high products are Jochim free of all psychoactive Macy's, Sephora, Urban substances from the cannabis Melissa has formulated Outfitters, Anthropologie, skincare products plant Indigo, Hudson's Bay, including: Alba Botanica, Shoppers Drug Mart, Therapeutic benefits to the Blossom Organics, and Juice Beauty Douglas, Amazon, and Today’s skin include: neutralizing Shopping Choice, among inflammation, balancing Melissa holds 14 patents others. moisture levels, preventing for her skincare free-radical damage formulations 29
INVESTMENT SUMMARY COST EQUITY $2.6 million 17% ownership interest Joint venture, LeafLink International, with LeafLink Inc., leveraging its B2B marketplace and supply chain technology platform for deployment throughout regulated cannabis markets outside the U.S. AT A GLANCE LeafLink International LeafLink Inc. 5,000+ Retailers 25 Territories Operations in Operations in New and 1,500+ Toronto, ON York and Los Angeles Vendors LeafLink Inc. connects 5,100+ LeafLink Inc.’s SaaS marketplace cannabis retailers across 27 simplifies the supply chain territories with 1,500+ vendors Retails can manage wholesale inventory, Facilitates US$2.2+ billion in enabling them to shop from multiple gross merchandise value annually vendors, request samples, review orders and more Scalable across certain jurisdictions Vendors can access order management, customer relationship management, inventory tracking and reporting 30
INVESTMENT SUMMARY CAPITAL SHAREHOLDER LOAN EQUITY OFFTAKE RIGHTS COMMITTED AND DEMAND NOTE & CONTRIBUTED $53.4 million 49% ownership Loan: $40.0 million 50% of near-term interest in the joint with a 12% interest rate production capacity venture Note: $2.5 million Joint venture with the leading principals and operators of a North American greenhouse produce conglomerate AT A GLANCE The partner signed a PharmHouse obtained a Secured multiple offtake Leamington, ON Fully-Automated JV Partner: Pioneer Fully Licensed global non-compete $90 million bank debt agreements, with Greenhouse and Greenhouse agreement and will look facility from BMO, CIBC purchase orders in place Industry Leader to partner with Canopy and Concentra Bank for an aggregate of 50% Rivers as it expands its of its near-term business in other production capacity until jurisdictions December 31, 2020
INVESTMENT SUMMARY CONVERTIBLE EQUITY AND COST ROYALTY DEBENTURE WARRANTS $11.0 million $1.0 million 24% ownership interest $5.0 million royalty purchase price 12% interest rate 0.3 million warrants at an exercise price of 20-year term Small batch, craft cannabis recognized by the Ontario $0.75 per warrant Annual minimum of Cannabis Store (OCS) for its premium product $0.9 million AT A GLANCE Hamilton, ON Indoor Facility 40,000 sq. ft Licensed Expansion potential Strategically located in Experienced team with licensed November 2018 and low development Hamilton, Ontario diverse and risk complementary Close proximity to key backgrounds Advanced facility being developed in three phases: transportation Extensive experience in onsite testing, breeding infrastructure regulated industries, and tissue culture retail distribution and laboratories, and Large urban population to pharmaceutical proprietary extraction attract personnel and development infrastructure access a significant customer base
INVESTMENT SUMMARY COST EQUITY TerrAscend Corp: TerrAscend Corp: $12.2 million 9% ownership interest, exchangeable shares TerrAscend Canada: TerrAscend Canada: Publicly-traded (CSE:TER) multi-state operator with assets $13.2 million N/A and operations in Canada and the U.S., and sales in Europe AT A GLANCE Canada-based Milestones Europe-based Milestones U.S.-based Milestones Mississauga, ON 5 retail 10,000+ store Footprint in four dispensaries and distribution network U.S. states 67,300 square foot Received EU Good Awarded permit to cultivate 7 owned brands for CBD indoor facility Manufacturing (GMP) medical cannabis in NJ Facility certification in May Received licence to 2019 Announced the opening of cultivate in July 2017 two Apothecarium retail and sales licence in Entered into sales and dispensary locations in March 2018 distribution agreement Pennsylvania with iuvo Therapeutics Received licence GmbH, a German Tripled Ilera Healthcare’s amendments to allow for pharmaceutical cultivation output and the sale of oils, edibles, wholesaler completed its phase II extracts, and topicals expansion
INVESTMENT SUMMARY CAPITAL LEASE ROYALTY COMMITTED & CONTRIBUTED $16.1 million 20-year term $13.5 million royalty committed and purchase price contributed $0.6 million annual payments with built- 25-year term in escalator Licensed cultivator based in Fredericton, New Brunswick Annual minimum of $2.9 million AT A GLANCE 41,000+ square foot Acquired by Canopy Business-friendly policies Fredericton, NB Indoor Facility 41,000+ sq. ft Licensed March production and Growth in August 2017 for adult-use cannabis 2019 distribution facility industry in New Brunswick Received cultivation Operating under the • First province to licence on March 22, flagship Tweed banner announce retail model 2019 and MOU for cannabis Canopy Rivers supply and distribution purchased the property • Lowest corporate income for $2.6 million and tax rate in Atlantic entered into a long-term Canada lease and funding • Government subsidies agreement with Canopy • Skilled, bilingual labour Growth • Low cost power 34
INVESTMENT SUMMARY COST EQUITY $15.0 million 26% ownership interest (common shares) 15.0 million Class A preferred shares 18% yield pre-call option exercise (call option for Vert to acquire greenhouse) Fully-licensed large-scale greenhouse operator with 10% yield post-call option exercise 700,000 square feet of production and processing infrastructure AT A GLANCE 98-acre land package Organic cultivation Subsidiary of Canopy Mirabel, QC 700,000 sq. ft 33% owned by Les Serres Licensed May with expansion potential expertise Growth and strategic joint Indoor Facility Stéphane Bertrand – 2018 venture of Canopy Rivers greenhouse operator Majority of current facility Previously was the largest Goal to provide locally- constructed in 2015 with producer of organic pink produced cannabis and opportunity to expand tomatoes in Canada establish Canopy Growth’s further under 700,000 square presence in Québec feet of modern greenhouse 100% of product will be sold to Canopy Growth pursuant to an offtake agreement 35
INVESTMENT SUMMARY COST EQUITY $3.3 million 7% ownership interest Publicly-traded (TSXV:YSS) (WKN: A2PMAX) cannabis retailer with a vision to become the trusted destination for cannabis in Canada AT A GLANCE Alberta, Canada 17 Licensed Expansion plans into Operating Retail Ontario Locations Established Alberta growth profile Operational and management experience in retail, hospitality and Strategic portfolio of locations, controlled industries favorable demographics, strong balance sheet, and prudent capital management Competitive advantage driven by position company for growth when commercial real estate knowledge and supply issues are resolved long-term relationships Addition of retail presence in The YSS retail experience is built on Saskatchewan five fundamental pillars: convenience, value, selection, team, and trust Offering online ordering through click-and-collect 36
INVESTMENT SUMMARY COST EQUITY $13.5 million 9% ownership interest Plant science innovator with proprietary technologies that aims to sustainably increase photosynthesis, improve plant yield and enhance nutritional profiles for a variety of crops AT A GLANCE San Diego, CA Ag-tech and Positive Trial Results Tested in New Converting more Multi-year field trials Strong partnership and Plant Sciences with Row Crops Zealand, U.S. sunlight and CO 2 into across diverse plant experienced team and Canada energy for plant growth species Benefits for farmers: Initial commercial focus Multi-year partnership with better productivity and on major row crops Corteva Agriscience, profit margins recent spin-out of PhotoSeed technology DowDupont – one of the tested in the U.S., largest soy and seed Benefits for consumers: companies in the world higher nutritional profiles Canada and New and a sustainable way to Zealand ZeaKal co-founders are, meet growing demand over the course of their ZeaKal has officially started its research careers, responsible for five program in hemp exits in life sciences sector and own 22 patents 37
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