SEPTEMBER, 2018 Investor Presentation - Cannabis Capital Convention
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DISCLAIMER 2 Forward-Looking Statements This Presentation contains forward-looking statements that relate to the Company’s current expectations and views of future events and should be read together with the more detailed information and financial data and statements available in the Company’s preliminary offering memorandum dated September 2018 and on SEDAR.com. This Presentation does not contain all of the information you should consider before purchasing securities of the Company. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to: the Company’s expectations regarding its revenue, expenses and operations; The Company’s expectations regarding timing of the completion of the construction and related construction costs; the Company’s anticipated cash needs and its needs for additional financing; the Company’s intention and ability to grow the business and its operations; including its ability to complete business acquisitions and integrate acquired businesses; the Company’s expectations regarding harvesting of initial product and product sales prices; expectations with respect to future production costs and capacity; expectations regarding our growth rates and growth plans and strategies; expectations with respect to the approval of the Company’s cannabis licenses; expectations with respect to the future growth of its medical and recreational cannabis products; any commentary related to the legalization of adult-use, recreational cannabis and the timing related to such legalization; the Company’s expected business objectives for the next twelve months; the Company’s plans to develop cannabis greenhouses in Québec and Ontario; the proposed acquisition of HemPoland; and the proposed spin-out of TGOD Acquisitions. Forward-looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward looking statements included in this Presentation, the Company has made various material assumptions, including but not limited to (i) obtaining the necessary regulatory approvals; (ii) that regulatory requirements will be maintained; (iii) general business and economic conditions; (iv) the Company’s ability to successfully execute its plans and intentions; (v) the availability of financing on reasonable terms; (vi) the Company’s ability to attract and retain skilled staff; (vii) market competition; (viii) the products and technology offered by the Company’s competitors; and (ix) that our current good relationships with our suppliers, service providers and other third parties will be maintained. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, prospective purchasers of the Company’s securities should not place undue reliance on these forward-looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under “Risk Factors” in the Company’s preliminary offering memorandum dated September 2018. The Company’s forward-looking statements are based on the reasonable beliefs, expectations and opinions of management. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. We do not undertake to update or revise any forward-looking statements, except as, and to the extent required by, applicable securities laws in Canada. The convertible notes (the “notes”) and the common shares, if any, issuable upon conversion of the notes (the “common shares”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other securities laws. As a result, the notes may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. For additional information, please refer to “Transfer Restrictions” in the offering memorandum relating to the notes. TSX:TGOD | US:TGODF
The Business Plan Building a Leading Global Organic Cannabis Brand 3 Build a large and scalable leadership position in Organic Cannabis CPG Create a premium global International consumer facing brand Expand sales to three continents including Canada, Latin America R&D and Europe by end of Funding Create novel and 2018 Raised in excess of $350 proprietary strains and million* to fund domestic, products international, and M&A activities Licensing Exclusively licensed $ technology from top Production brands Build high technology state-of-the-art hybrid *Unless denoted otherwise, all dollar amounts in this presentation refer to Canadian dollars. green houses TSX:TGOD | US:TGODF
Investment Highlights 4 Becoming a Leading Global Organic Cannabis Brand FULLY-FUNDED CANADIAN FACILITIES CONSTRUCTION UNDERWAY IN CANADA $350,000,000 RAISED TO DATE $ 170,000 KGS OF TARGETED ANNUAL PRODUCTION CAPACITY PROVEN MANAGEMENT TEAM INDUSTRY LEADING CONSTRUCTION + DESIGN Experience in executive and operational management specific to: Project team includes: Eaton Power, Ledcor Group, and Aurora consumer packaged goods, beverages, brand building, pharmaceutical, Larssen Projects Inc. (ALPS) retail, international markets and the cannabis industry STRATEGIC INVESTOR: AURORA CANNABIS CERTIFIED ORGANIC PRODUCT AND PROCESS Cornerstone investment from Aurora Cannabis (TSX:ACB) for $78 million Designed to produce high quality organic cannabis grown in living soil and purchase option for 20% of TGOD’s high-quality, organic product with established organic growing techniques and intellectual property STRATEGIC BEVERAGE DIVISION LICENSING & INTERNATIONAL EXPANSION Targeting international growth initially through Jamaica and Europe, TGOD has TGOD is developing a 40,000 sq. ft. state-of-the-art R&D centre secured exclusive licensing deals in Canada and select international markets for novel and proprietary cannabinoid infused beverages, with best in class brands that have proven products, strong revenue growth, advanced product development and pilot manufacturing and intellectual property. TGOD is 100% Committed to Organic Cannabis TSX:TGOD | US:TGODF
Organic Cannabis 5 57% of Medicinal Cannabis Consumers in Canada say Organically Grown Product is Preferred (1) Organic Premium 34% (1) Industry Organic Average Average $9.16 $12.30 per Gram (2) per Gram (3) TGOD is one of two certified organic Organic cannabis commands a premium producers in Canada price to non-organic cannabis(4) Exposure to certain chemicals/pesticides have been Amazon’s acquisition of Whole Foods validates the proven to have adverse effects on consumers importance of organic products in the market health (5) (1) Topline Report - prepared by Hill+Knowlton Strategies - 12/20/2017 (2) CannStandard *ACMPR dried cannabis listing summary 20/07/2018 (3) Pricing of ABCann & Whistler Medical from CannStandard (4) CannStandard Cannabis Pricing (5) Source: LA Weekly “Cannabis Concentrates Have a Problem With Pesticides” 02/27/17 TSX:TGOD | US:TGODF
Responsible and Sustainable 6 Responsible and Sustainable Production Leads to Great Corporate Citizenship and Improved Results STRIVING FOR LEED CERTIFICATION ENVIRONMENTAL SUSTAINABILITY • Leadership in Energy and Environmental Design • Working with GRCA (Grand River at the Hamilton Facility Conservation Authority) for habitat creation • An internationally recognized green building ` and protecting species at risk certification system • Locally sourced organic products • LEED Includes: • Energy savings, water efficiency, CO2 emission reduction, stewardship of resources and indoor environmental quality (1) ENERGY SUSTAINABILITY WATER SUSTAINABILITY • Natural gas supply and infrastructure • ~90% of water to be collected and recycled • High-efficiency LED lighting reduces energy • Technology to reduce water consumption consumption and heat • Natural on-site wells provide fresh water at Hamilton • Staggered lighting between facilities reducing • Rainwater reservoirs at both Hamilton peak loading and increasing operating & Valleyfield efficiency (1)Canada Green Building Council TSX:TGOD | US:TGODF
Strategic Relationships 7 Leveraging Expertise From Industry Leading Construction & Design Firms EATON CORP. LEDCOR GROUP AURORA LARSSEN PROJECTS A Global Power Management A Multi-Faceted Construction An Industry Leading Greenhouse Design Company Company & Engineering Firm $20 billion annual revenue(1) $3 billion annual revenue(2) $12 billion dollar parent company(3) 96,000 Employees 7,000 Employees +1,000 projects around the globe(4) 175 Countries 30 offices 30 years of business 107 years of business 70 years of business (1)Eaton website (2)Ledcor website (3)TSX:ACB stock price as of Sept 24, 2018 (4)Aurora Website - press release dated Nov 23rd, 2017 TSX:TGOD | US:TGODF
Hybrid Facilities 8 Building High-Technology Hybrid Facilities Hybrid Facilities Represent Potential Advantages Over Indoor & Greenhouse The Hybrid Advantage (Illustrative) Low-Cost Opportunity Use of Natural Light Lower CapEx Opportunity Capex Opex Quality Lower cost of production Supplemented by Expected lower cost compared to indoor highly efficient LED and relative to indoor facilities HPS lighting (1) facilities Indoor Higher Higher Higher Hybrid Medium Lower Higher Precise Control Limited Contaminants Low OpEx Opportunity Advanced humidity, temperature and overall environmental Highly automated and positive pressure Technology, energy efficiency, natural light and Greenhouse Lower Lower Lower controls relative to conventional rooms, reduces chance automation are expected to greenhouses of contaminants deliver lower OpEx (1) High Pressure Sodium TSX:TGOD | US:TGODF
Strategically Located - Logistics Matter 9 Positioned to Access Significant Population Centres 62% LOW-COST POWER RATES Quebec has the lowest power rates in Canada(1) and our Ontario property is designed to include a natural gas power plant reducing costs further 21.5 MILLION PEOPLE of Canadian Population in Ontario and Quebec(2) Ontario and Quebec represent ~2/3 of the entire Canadian population CANNABIS TOURISM 70M people living in bordering US states. TGOD is well positioned to benefit from cannabis tourism QUEBEC 8.1M Population(2) SAME-DAY / NEXT-DAY DELIVERY Reduced shipping distance, providing ONTARIO higher customer satisfaction & lower 13.4M Population(2) operating expenses (1)Hydro Quebec (2)Stats Canada TSX:TGOD | US:TGODF
Valleyfield Facility 10 Constructing the World’s Largest Organic Cannabis Facility Construction Underway • Funded expansion of a 1,107,245 sq. ft. high technology hybrid facility capable of producing 142,000 kg of high- quality organic cannabis annually • Construction began: January, 2018 • Breeding facility completed: April, 2018 • Cultivation license received for Breeding Facility • Production ramp-up expected: H1, 2019 • Striving for eGMP standard certification, including advanced hybrid facility technology including: • Positive pressure systems • Highly automatized • Robotized internal logistics • Customized glass ensuring optimal light penetration • Specialized nutrient delivery systems • Advanced HVAC units • Preferential power rates • Dual zoned property allows complete vertical integration including cultivation, R&D and product manufacturing. Valleyfield Facility Illustrative Construction Design TSX:TGOD | US:TGODF
Hamilton Facility 11 150,000 sq. ft. | 14,000 kg Construction Underway • Funded expansion of 150,000 sq. ft. high technology facilities capable of producing 14,000 kg of high-quality organic cannabis annually • Includes a 20,000 sq. ft. enclosed facility adding 2,000 kgs and a 123,000 sq. ft. state-of-the-art hybrid facility adding an additional 11,000 kgs of annual capacity • Expected completion Q1, 2019 with first harvest H1, 2019 • Home of TGOD’s community farm with over 2,000 pounds of fruit and vegetables grown and donated to the Hamilton food share • Cultivation license received: August 2016 • Sales license received: August 2017 • Oil extraction license received: May 2018 Indoor Facility Indoor Facility Hybrid Facility Total 7,000 sq. ft. 20,000 sq. ft. 123,000 sq. ft. 150,000 sq. ft. Hamilton Facility Illustrative Construction Design Used as a Beta test Used for specialty Used to grow high ~14,000 kg for phase 1 grow and quality organic cannabis capacity expansion formulations TSX:TGOD | US:TGODF
Jamaica - Fully-funded 12 14,000 kg | Cultivation | Extraction | Manufacturing | Retail Entering Jamaica • Epican is a vertically integrated Jamaican cannabis company with licenses for cultivation, extraction, manufacturing and retail sales • TGOD has acquired a 49.18% interest in Epican and have entered into a strategic partnership. • Epican granted Jamaica’s historic first cultivation license • Two planned cultivation sites: • Current capacity: 1,300 kg • Planned capacity: 14,000 kg (1 acre) • Potential capacity: 100+ acres • Epican is planning five dispensaries in Jamaica, with its first flagship Kingston store opened in July, 2018 • Partnership provides TGOD with a platform to export premium Jamaican grown cannabis to select international jurisdictions for medical purposes Flagship Kingston dispensary TSX:TGOD | US:TGODF
HemPoland 13 Strategic gateway to Europe with a population of over 750 million people 00 % 1 Entering the European Market OD* by TG ne d Ow • Founded in 2014, HemPoland has a widely recognized CBD brand in Europe, CannabiGold • HemPoland represents a strategic gateway to Europe with a population of 750 million people • 32,000 kgs of dried organic flower produced in 2017, and access to over 1,250 acres for future growth** • HemPoland was the first company in Poland to obtain a state licence allowing the company to grow hemp and manufacture premium organic CBD oil products • Subject to TSX approval, the terms include: US$15 million in stock & cash in addition to a US$10.3 million investment into the business for rapid European expansion • Performance based incentives of up to 3,047,722 shares or approximately US$12 million for delivery of US$32 million of EBITDA in fiscal 2021 *Acquisition not yet closed. Subject to customary closing conditions and TSX approval ** http://hempoland.eu/en/ TSX:TGOD | US:TGODF
Buildout Timeline 14 Hybrid Facilities Totalling ~1,382,000 sq. ft. Current Production 1,800 kg Path to 170,000 KG Jamaica Hamilton, Ontario Valleyfield, Quebec Combined Facilities Expected Production: Expected Production: Expected Production: H2, 2018 H1, 2019 H1, 2019 8% 8% 100% 84% Capacity 14,000 KG 14,000 KG 142,000 KG 170,000 KG * Chart excludes HemPoland’s organic hemp production TSX:TGOD | US:TGODF
Research & Development Strategy 15 TGOD’s R&D Initiatives are Designed to Generate Diverse Product Offerings & Intellectual Property • Genetic Development including: • Breeding, developing strains, plant health, yield, & cycle time • Developing disease resistant strains • Economically monitor plant health in real time 1 Cultivation • Higher CBD/THC modifications Goal: Maximize Yields + Increase Flavour Profile • Conduct trials and research in-house • Micro-dosing - less quantity, same effect 2 Clinical Trials • Sustained release + fast acting • In-house capability to develop proprietary IP & patents Goal: Increase efficacy • Formulations for new products including: • beverages, edibles, topicals, skin-care, 3 Product Development vapes, water soluble solutions etc. • Consumer trials and testing Goal: Consumer preferred delivery and product differentiation TSX:TGOD | US:TGODF
Experienced Research & Development Team 16 16 TGOD has Assembled a Team with Relevant Experience to Deliver on our Objectives PREM VERMANI KONSTANTINOS A. ALIFERIS DAVID BERNARD-PERRON M.SC. CHEMISTRY & B.SC. PHYSICS, CHEMISTRY, MATHEMATICS PH.D., M.SC. M.SC. - PLANT SCIENCES AND CHAIR OF BEVERAGE SCIENCE & RESEARCH DIVISION ORGANIC AGRICULTURE Dr. Aliferis holds a Ph.D. in Plant Science Mr. Bernard-Perron is an Agrologist with a Mr. Virmani is the former Senior Vice President of Global Science and Research for Cott Master of Science degree from McGill from McGill and has over 10 years Beverages, Inc. where he provided senior leadership in all aspects of beverage technology. University specializing in Plant Sciences and experience in teaching and conducting Inducted into the Private Label Hall of Fame in 2018, Prem has led development in every major Organic Agriculture. David began his career agriculture research at an academic level, beverage category, including the Sam’s Choice cola program for Walmart, President’s Choice working in greenhouse production in 2001 at with over 25 publications accredited to his cola for Loblaws, and major private label brands for Publix, Wegmans and Safeway. He began the McGill Greenhouses and Horticultural name. Dr. Aliferis will aid the TGOD team by his career in 1969 with Coca-Cola, and is known as the Pioneer of the Private Label soft drink Research Centre. He was responsible for implementing his practical knowledge leading Whistler Medical Marijuana Corporation industry. through his great deal of research through organic certification, becoming the first experience. fully certified organic licensed producer. ANGELA MAZIARZ LOLA MILLERMAN PATRICK BAKER CHRISTINA PETROVIC B.SC. BIOCHEMISTRY/ B.SC. - BIOLOGY B.SC. - BIOLOGY AND CHEMISTRY B.SC. - BIOCHEMISTRY NEUROSCIENCE Mrs. Millerman graduated from UBC with a Mr. Baker has a B.Sc. Biology and 15+ years of experience in the field of Mrs. Maziarz also has multiple certifications Bachelor of Science degree in Biology. Mrs. Chemistry (Honours) with an emphasis on pharmaceutical Quality having worked for to accredit her knowledge and experience Millerman was a Senior Microbiologist and radiochemistry, synthetic organic chemistry, numerous Canadian companies in specialist including HACCP/Prerequisite program, Six Factory Hygienist at Nestle Canada where she and analytical chemistry along with an positions. Familiar with Health Canada and Sigma Black Belt, Six Sigma Green Belt, worked on compliance with CFIA regulations, as Honours thesis publication on Cyclotron- US FDA regulatory requirements, Christina Quality Assurance (CACP), introduction to well as Nestle Quality Assurance Compliance based production of Silicon-31 radiotracers has an in-depth knowledge of QMS and risk Measurement and Calibration (ASQ) and standards of Good Manufacturing Practices and for use in plant imaging. His experience with management relating to quality. As TGOD FSMA – Preventative Controls Qualified Good Laboratory Services. Her role included radiochemist analysis, chromatographic continues its R&D operations, Mrs. Individual Certification. overseeing microbiological laboratory R&D methods, electrophoretic techniques and Petrovic’s experience with sterile and non- operations. sterile manufacturing in solid dosage and with general bench top laboratory procedure and techniques make him an ideal fit for liquid/cream/ointment will be invaluable with TGODs extraction laboratory R&D efforts. product extraction experiments. TSX:TGOD | US:TGODF
Consumer Packaged Goods 17 Vertical Integration Aims to Increase Margins GLOBAL $ VOLUME ORGANIC CHANNEL BEVERAGES EDIBLES Recreational Market PHARMA • INCREASED MARGIN POTENTIAL • PREMIUM ORGANIC VERTICALS PET • DIVERSE PRODUCT OFFERING BEGIN WITH PREMIUM ORGANIC FLOWER HEALTH • BRAND RECOGNITION • CANNABIS IS THE FIRST INGREDIENT IN A VARIETY OF HIGHER MARGIN PRODUCTS OIL Medical Market ORGANIC CANNABIS PRODUCTION Note: Illustrative Value Chain Only www.TGOD.ca
Our Brand 18 TGOD’s Premium Certified Organic Cannabis Brand Note: Illustrative Photos Only www.TGOD.ca
The Future: Beverages 19 Innovative & Novel Products TGOD’s Strategic Beverage Division is expected to be an organic R&D centre for novel and proprietary cannabinoid infused beverages, advanced product development and pilot manufacturing The Research & Development campus located within Valleyfield, Quebec site will focus on developing consumer-preferred beverages across a wide range of categories and occasions focused on great-tasting organic edibles & beverages First phase of 40,000 sq. ft. purpose-built facility for R&D and agricultural science in beverage category. Includes pilot manufacturing and scientific development facilities Provides a strategic pathway into the cannabis market for large-scale beverage & beverage alcohol companies Illustrative Design: TGOD’s 40,000 sq. ft. Innovation Centre in Valleyfield, Quebec TSX:TGOD | US:TGODF
The Future: Beverages 20 Note: These images depict product mock-ups not intended for Canada and are shown for representation purposes only. TSX:TGOD | US:TGODF
Innovative Technology: Licensing Deals 21 Exclusive Agreements for Canadian & Select International Distribution(1) TGOD x Evolab • Evolab is the #1 selling vaporizer brand in Colorado(2) • Products created from organic CO2 extraction TGOD x CBx Sciences • Focused on alternative cannabinoids: CBN, CBD and CBG • Natural Health and beauty line: skin repair, body oils, and vapes TGOD x Ripple Sc • Exclusive agreement to license RIPPLE SC(1) • A proprietary, patent-pending suite of fast-acting, water-soluble products • Consumers quickly and easily infuse cannabinoids into beverages & foods Illustrative Design: TGOD’s 40,000 sq. ft. Innovation Centre in Valleyfield, Quebec (1)Limited to Canada and certain international jurisdictions (2)Evolab’s Website TSX:TGOD | US:TGODF
International Expansion Focus 22 Global Distribution & Sales Channels EUROPE CANADA 750 million 37 million People People LATIN AMERICA 640 million People TSX:TGOD | US:TGODF
TGOD Aurora 23 $78 Million Cornerstone Investment by Aurora Cannabis PURCHASE OPTION $78.1 MILLION INVESTMENT BY AURORA Includes a supply option for 20% at wholesale 15% stake in TGOD pricing* Aurora has the option to increase to 33% based on proportionate ownership. DESIGN AGREEMENT WITH ALPS Aurora Larssen Projects Inc. (ALPS) has been involved in over ACCELERATED GROWTH 1,000 facilities around the world and has set the industry Access to Aurora’s advanced technology, standard in ultra-high technology, completely automated, distribution channels and international markets environmentally controlled facilities for over 30 years(1) helps accelerate growth BUSINESS MODEL VALIDATION POTENTIAL LEAD ORDERS Aurora’s investment endorses TGOD’s differentiated organic business model $$ Aurora has the right to participate in each of TGOD’s financings ACCESS TO ADVANCED KNOWLEDGE ACCESS TO FUNDING Aurora’s experience building its Aurora Sky Facility Aurora has four milestone cash investment options to is invaluable as TGOD expands acquire additional shares in TGOD at a 10% discount to market (1) Aurora website - press release dated Nov 23rd, 2017 * TGOD retains a proportion of the upside on retail pricing beyond a certain threshold TSX:TGOD | US:TGODF
TGOD Aurora 24 $78 Million Cornerstone Investment by Aurora Cannabis Tiered Investment Strategy Key Additional Terms Aurora’s right to purchase TGOD shares are based upon the completion of these sequential milestones • 18-month standstill agreement 90 days after IPO - 8%* 1 • Pre-emptive financing rights to maintain pro-rata Valleyfield granted cultivation license - 8% 2 ownership on a fully diluted basis • Includes supply agreement for 20% at wholesale pricing** Upon Valleyfield reaching 50% completion - 8% 3 Aurora has the option to increase to 33% based on proportionate ownership Achieve $100 million in aggregate sales - 12% 4 • Aurora currently has the right to one board seat *the 90 day post IPO milestone has been extended to October 12, 2018 **TGOD retains a proportion of the upside on retail pricing beyond a certain threshold TSX:TGOD | US:TGODF
Comparables 25 Planned Capacity | Market Capitalization Funded Capacity (000 kgs) as of September 21, 2018 Market Capitalization ($B’s) as of September 21, 2018 600kg's $40 450kg's $30 300kg's $20 150kg's $10 0kg's $0 Aurora Canopy(1) Aphria TGOD Tilray Cronos Canopy Tilray Aurora Aphria Cronos TGOD *Data based on IR decks and TSX market capitalizations TSX:TGOD | US:TGODF
Industries Being Disrupted 26 Market Capitalizations of Disruptable Industries 400 Alcohol Tobacco Pharma Cannabis 300 Market Cap in Billions (USD) 200 100 0 Constellation Heineken Diageo Anheuser J&J Pfizer Novartis Phillip Morris Altria Group B.A. Canopy Tilray Aurora Aphria Cronos TGOD *Chart information sourced from FactSet as of September 24, 2018 and in USD. TSX:TGOD | US:TGODF
Management Team 27 Cannabis, Pharmaceutical, Retail, Beverage and 125+ Years Of CPG Experience BRIAN CSABA JULIA ATHAIDE REIDER GOLUBOVSKAYA 28+ years of global executive experience including 35+ years executive experience in the Consumer 18+ years with Procter and Gamble Co. in varying CFO and Executive Vice President, Human Packaged Goods industry including VP at Cott roles of increased responsibility including a track Resources and Information Technology of Andrew Corporation and President & CEO of XYIENCE Inc. record of delivering breakthrough results, developing Peller Limited, a publicly listed Canadian wine Mr. Reider has served on the Board of several high-performance organizations and improving producer. Mr. Athaide has also held various companies including Food & Beverage conglomerate processes. She was Finance Director of Procter & positions in finance, including Chief Financial Officer Associated Brands. Gamble’s Target Team North America, a multi-billion- at a number of international divisions of Procter & US dollar division. She brings extensive experience in Gamble, a leading consumer products company. He diverse financial fields across various CPG categories CEO has a Bachelor of Commerce degree, with a major in President Interim CFO and geographies. finance and marketing from McGill University. MATT ANNA JOHN SCHMIDT STEWART WREN Ms. Stewart brings 13 years of combined private 22+ years at Cott Corporation, most recently as VP Mr. Schmidt was a Vice President of Investment Banking at one of Canada’s independent Investment practice and corporate in-house legal experience. Operations. John was responsible for the operation of Banks, during which time he became a specialist in Most recently, Ms. Stewart was Assistant General seven beverage facilities across North America. Mr. the Canadian Cannabis sector. Mr. Schmidt holds a Counsel at the Canadian division of Teva Wren was responsible for managing significant a Master of Business Administration from Wilfrid Pharmaceutical Industries Ltd., the world’s largest manufacturing budget, capital budget and more than Laurier University (Waterloo, Ontario) and a generic pharmaceutical company. Ms. Stewart has $145 million of raw material purchases. More Bachelor of Commerce (Honours) from the extensive experience in regulated products recently, Mr. Wren was with Monaghan Mushrooms University of Windsor. manufacturing, marketing and distribution, EVP, Corp. Dev. General Counsel intellectual property licensing and complex merger VP, Operations Ltd., a 270-acre farm operation where his team grew and packaged fresh mushrooms. and acquisition activities. MIKE ANDREW MARIE-JOSSE GIBBONS POLLOCK LAFRANCE Mr. Gibbons brings over 25 years of consumer Mr. Pollock brings over 25 years experience in 25+ years experience in the fast paced competitive packaged goods experience in beverages and food. consumer packaged goods, retail and subscription retail consumer goods and health sectors with Laura Mr. Gibbons spent over 15 years with Cott businesses. He has worked extensively in the Canada, Holt Renfrew and McKesson Canada. She Corporation in roles of increasing responsibility, organic food industry and successfully joined Laura Canada at it’s infancy and was an from Sr. Vice President, Sales to President of the US commercialized a recently legalized category. Most instrumental contributor to the rapid and successful business unit. Mr. Gibbons has experience in both recently at Weight Watchers Canada, Ltd., helped growth of it’s business across Canada. At McKesson branded and private label businesses, and led high- to drive double-digit growth in a subscription service. Canada, Marie-Josée led the successful integration of performing teams in geographic expansion, building VP, Sales distribution and new product introductions. VP, Marketing Also led Marketing at Maple Leaf Foods Inc., VP, HR new retail banners across the board and the Canada Bread Company and Cott Corporation. deployment of a Shared Services model. She brings extensive experience in Human Resources, M&A, and change management. TSX:TGOD | US:TGODF
Board of Directors 28 Experienced & Proven JEFFREY MARC IAN SCOTT BERTRAND WILMS CHAIRMAN OF THE BOARD DIRECTOR DIRECTOR & DIRECTOR OF COMPLIANCE & GOVERNMENT AFFAIRS Mr. Scott is President of Postell Energy Co., a private Mr. Bertrand is a seasoned consumer products executive Mr. Wilms is a member of the Canadian Medical Cannabis Canadian oil producer in business in western Canada since with three decades of success in brand building, strategic Council. He has 25 years of global business experience 1980. He is the Founder and was Chairman of Gran Tierra licensing, international markets and manufacturing. leading entrepreneurial and corporate ventures. Chairman of Energy, a South American based E&P Company from 2004 to Previously President & CEO of the Mega Bloks brand, the Calgary Police Commission in 2005 and elected June of 2015. Mr. Scott is also Chairman of Sulvaris Inc., a which was sold to Mattel in 2014 for over $500 million President of the Canadian Association of Police Boards in private fertilizer technology company created in February 2012. dollars. Developed strategic license agreements with 2006. Served 10 years with the Canadian Military as an He has extensive management, financing, mergers & several of the world’s most iconic entertainment franchises Officer LT (N) in the Naval Reserve. Former executive with acquisitions, and public company experience. Over the past 20 including Disney, Nickelodeon and Marvel. IBM for 14 years, where he led and managed sales and years he has been involved in a variety of capacities from operational teams across North and South America. Certified founder to officer and/or director in numerous publicly traded Client Executive from the Harvard Business School and a companies. graduate of McMaster University. NICHOLAS CAM BRIAN KIRTON ATHAIDE(1) BATTLEY DIRECTOR DIRECTOR CEO & DIRECTOR 28+ years of global executive experience including CFO and Mr. Kirton is a professional accountant where he spent Mr. Batley is Chief Corporate Officer at Aurora Cannabis Executive Vice President, Human Resources and Information thirty-eight years with KPMG LLP; he was elected to Inc. since January 8, 2018. Mr. Battley is responsible for Technology of Andrew Peller Limited, a publicly listed Partner in 1976. Subsequent to his retirement he has establishing and managing relationships with shareholders, Canadian wine producer. Mr. Athaide has also held various served on the boards of a total of eight reporting issuers, industry analysts, news media, securities regulators, licensing positions in finance, including Chief Financial Officer at a in most cases as chair of the audit committee. He is also bodies, governments, other companies and organizations number of international divisions of Procter & Gamble, a currently Chair of the Board of the Canadian Investor operating in the cannabis sector, and other external leading consumer products company. He has a Bachelor of Protection Fund. stakeholders. He was an Executive Vice President of Aurora Commerce degree, with a major in finance and marketing from Cannabis Inc. since November 2016. McGill University. (1) To be appointed following resignation of David Doherty. TSX:TGOD | US:TGODF
29 Securities Outstanding Summary (in Millions, except %)* Cash, Options, Warrants, Debt (in Millions) (4) % Fully Type Amount (#) Amount ($) Shareholder Securities % Basic Diluted Approximate Cash on Hand (4) 261.8 Management and founders (1) 55.0 23.5% 16.8% Warrants Outstanding Pre-IPO Shares (2) (5) 106.7 45.6% 32.6% $2.15 21.6 IPO Shares (5) 31.8 13.6% 9.7% $3.00 35.6 Aurora Shares (3) 39.7 17% 12.1% $7.00 17.7 74.9 277 Options Exercised 0.6 0.3 0.2% Options Outstanding Total Common Shares (Basic 233.8 100.0% 71.4% $0.50 5.1 June 30, 2018) Special Warrants - common share 3.9 1.2% $1.15 3.2 Special Warrants - $9.50 warrant 2.0 0.6% $1.65 0.4 Underwriters Special Warrants $3.65 5.1 0.2 0.1% ($6.40) $4.12 0.3 Warrants(5) 55.1 16.7% $6.91 0.1 Aurora Warrants 19.8 6.0% $6.83 0.2 Options 14.4 4.4% 14.4 28.8 Total Common Shares (Fully Debt Nil 329.2 100.0% 100.0% Diluted) June 30, 2018 Line of Credit 5.0 All founder shares (1) have a contractual 42 month escrow from (1) Founders subject to a contractual 42 month escrow from May 2nd, 2018 (IPO Date) with staged releases on six month intervals. IPO date with staged releases every 6 months (2) All financing shares have 6-month hold from May 2nd, 2018 (3) 18-month standstill agreement in place and Rob Anderson has a ROFR on all Aurora shares for 3-years All private placements are subject to a 6 month hold from IPO date (4) As of June 30, 2018 (5) Excluding Aurora * Subsequent to June 30, 2018, the following material transactions have occurred, approximately 0.8 M stock options granted, TGOD has a large shareholder base (5,000 pre IPO shareholders) approximately 0.2 M common shares issued as part of the Epican Transaction, approximately 2.1 M warrants cancelled as part of the accelerated warrant transaction on July 6, 2018 and potentially 5.0 M shares will be issued as part of the HemPoland transaction TSX:TGOD | US:TGODF
Investment Highlights 30 Becoming a Leading Global Organic Cannabis Brand FULLY-FUNDED CANADIAN FACILITIES CONSTRUCTION UNDERWAY IN CANADA $350,000,000 RAISED TO DATE $ 170,000 KGS OF TARGETED ANNUAL PRODUCTION CAPACITY PROVEN MANAGEMENT TEAM INDUSTRY LEADING CONSTRUCTION + DESIGN Experience in executive and operational management specific to: Project team includes: Eaton Power, Ledcor Group, and Aurora consumer packaged goods, beverages, brand building, pharmaceutical, Larssen Projects Inc. (ALPS) retail, international markets and the cannabis industry STRATEGIC INVESTOR: AURORA CANNABIS CERTIFIED ORGANIC PRODUCT AND PROCESS Cornerstone investment from Aurora Cannabis (TSX:ACB) for $78 million Designed to produce high quality organic cannabis grown in living soil and purchase option for 20% of TGOD’s high-quality, organic product with established organic growing techniques and intellectual property STRATEGIC BEVERAGE DIVISION LICENSING & INTERNATIONAL EXPANSION Targeting international growth initially through Jamaica and EuropeTGOD has TGOD is developing a 40,000 sq. ft. state-of-the-art R&D centre secured exclusive licensing deals in Canada and select international markets for novel and proprietary cannabinoid infused beverages, with best in class brands that have proven products, strong revenue growth, advanced product development and pilot manufacturing and intellectual property. TGOD is 100% Committed to Organic Cannabis TSX:TGOD | US:TGODF
31 Contact Us Mailing Address 301 - 6205 Airport Road Building A Mississauga, ON, L4V 1E3 Toronto Stock Exchange Symbol: TSX: TGOD, US:TGODF TSX:TGOD | US:TGODF
APPENDIX
TGOD Acquisitions Corp. 33 TGOD Plans to Spinout TGOD Acquisition Corporation TGOD Acquisitions Corp. Shareholder Benefits Met TGOD plans to spinout to Canadian shareholders with the right Numerous to purchase 0.15 Units of TGOD Acquisitions Corp. for every 1 companies • Opportunity to invest at the same level as share owned of TGOD management • TGOD has met with numerous emerging cannabis companies from • Access years of intrinsic value developed by TGOD around the globe and now wishes to monetize opportunities that are management non-core to TGOD for the benefit of TGOD shareholders • Minimal cost to TGOD • TGOD Acq. plans to complete a number of staged financings to enable • Clean pre-money capital structure with 100 shares Unlocking it to target new opportunities significant IP outstanding • TGOD Acq. proposed to be capitalized with an estimated $27 million by Q4, 2018 • No founder or zero cost base shares issued First Financing: Begin with the acquisition of a vertically integrated cannabis $ $0.50 share + $1.25 half warrant company, build value through synergistic M&A, and target an IPO in the near future The only way to access TGOD Acquisitions now, is to own shares in TGOD by the Anticipated Record Date: Mid November or to participate in TGOD Acquisitions’ proposed private placement TSX:TGOD | US:TGODF
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