body & mind inc corporate presentation investor … · conducting commercial cannabis activity...

BODY & MIND INC.

CSE: BAMM | OTCQB: BMMJ

BODY & MIND INC

INVESTOR PRESENTATBODY & MIND INC

CORPORATE PRESENTATION

Fall 2019

BAMM BMMJ

DisclaimerLegal Disclaimers & Cautionary Statement Regarding Forward Looking Statements

This presentation (“Presentation”) relates to an entity that is directly and through its subsidiaries involved in the United States cannabis industry insofar as its business activities include the production, manufacturing and distribution of cannabis products where use of cannabis is legal for medical and/or adult use purposes, as applicable. While some states in the United States have authorized the use and sale of cannabis, it remains illegal under federal law and the approach to enforcement of U.S. federal laws against cannabis is subject to change. Because Body and Mind Inc. (“BaM” or, the “Company”) engages in cannabis-related activities in the United States, it assumes certain risks due to conflicting state and federal laws. The federal law relating to cannabis could be enforced at any time and this would put the Company at risk of being prosecuted and having its assets seized. For these reasons, the Company’s investments in the United States cannabis market may subject the Company to heightened scrutiny by regulators, stock exchanges, clearing agencies and other U.S. and Canadian authorities. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the issuer’s ability to operate in the United States or any other jurisdiction. There are a number of risks associated with the business of the Company.

The following Presentation provides a general overview of corporate and financial information regarding BaM. The information has been presented in summary form and does not purport to be complete. It is not intended for the following information to be construed as legal, financial, tax or investment advice.Some of the statements contained in the following material are “forward-looking statements” that are based on current expectations, estimates, beliefs and assumptions made by management of the Company about the industry in which it operates. Words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “estimate”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statement or information.

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 service providers and other third parties will be maintained.

While management considers these assumptions to be reasonable, based on information available, they may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the medical cannabis industry in Canada and the United States generally, income tax and regulatory matters; the ability of the Company to implement its business strategies including expansion plans; competition; crop failure; currency and interest rate fluctuations, and the other risks discussed under the heading “Risk Factors” in the Company’s registration statement on Form 10 (Amendment No. 3) available on EDGAR at www.sec.gov. The foregoing factors are not intended to be exhaustive.

The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation. For more information on the Company, readers should refer to www.sedar.com for the Company’s filings with the Canadian securities regulatory authorities and to www.sec.gov for the Company’s filings with the United States Securities and Exchange Commission.

BODY & MIND INC.


Company Overviewwww.bamcannabis.com

Emerging, Multi-State, High-Quality Cannabis Operator with Health and Wellness Strategy

• Retail, distribution, cultivation, and/or processing operations in Nevada, California, Arkansas and Ohio

• Platform approach to expansion focuses on limited license states and jurisdictions, entering new markets through lower cost license applications and opportunistic/targeted acquisitions

• Organic growth by building a premium, marquis cannabis health and wellness lifestyle brand

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BODY & MIND INC.


Vision and Strategy

Low cost method to enter a new market through license application, opportunistic acquisitions and distressed situations.

The Foundation of our Business is Driven by Four Key Directives

E X E C U T EI D E N T I F Y A S S E S SO P T I M I Z E

Upgrade, and then integrate new assets into the BaM family using proven best management practices.

Acquisition opportunities using ‘feet on the ground’ and local knowledge in order to create synergies.

Acquisitions using creative, incentive- based methods, utilizing cash and stock for alignment purposes.

www.bamcannabis.com

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BODY & MIND INC.


Seasoned Leadership TeamLong Track Record in Successfully Obtaining Licenses, Being Strong Stewards of Capital, Implementing Growth Strategies and Operational Efficiency

Early Success in

License Process

Nearly all lower cost license applications successful in Nevada, Ohio and Arkansas.

Applications submitted and in process in limited license California locations.

Awards for concentrates and best flower strains from multiple events.

Experience with sourcing, zoning and securing real estate.

www.bamcannabis.com

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BODY & MIND INC.


Award-Winning Lifestyle ProductsBaM offers a variety of award-winning cannabis strains, each carefully developed to deliver a unique balance of body and mind benefits

THE PRODUCER’S CUP CONCENTRATE PROFESSIONAL CHAMPION

THE GROWER’S CUP FLOWER PROFESSIONAL CHAMPION

BEST INDICASIN MINT COOKIES

BEST FULL MELTTANGERINE POWER

BEST HYBRIDSIN VALLEY OG

www.bamcannabis.com

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BODY & MIND INC.


U.S. Cannabis MarketThe Legalization of Cannabis Throughout the U.S. Continues to Expand Both Recreationally and Medically

PA

NY

VA

Legalized medical marijuana

Legalized recreational and medical marijuana

Market Estimates*:• 2019: US$13.1 billion• 2024: US$22.2 billion

Majority of U.S. states currently have some form of legalized cannabis, ranging from CBD-only to full recreational legalization.

* The State of Legal Marijuana Markets (6th Edition). Arcview Market Research and BDS Analytics

www.bamcannabis.com

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BODY & MIND INC.


Geographic Footprint

CA

NV

OH

AR

CA: ShowGrow

Long Beach

operating

dispensary,

ShowGrow San

Diego dispensary

under construction

pending permits and

license transfer.

Cathedral City

operations and

additional

dispensary

application in

process

NV: Licensed cultivation

and production in

operation for 4 years

AR: Dispensary license

approved and dispensary with

cultivation in construction

planning stage

OH: Retail and

production licenses

with dispensary

opened in February

2019

www.bamcannabis.com

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BODY & MIND INC.


NevadaMARKET OVERVIEW:• Developed medical and adult use market• Projected Nevada cannabis sales are expected to reach ~US$800 million

by 2022*

BaM OPERATIONS:• Management, cultivation, marketing and sales• Premium products and strong distribution• Cash flow positive• Operational for 4 years• License agreements with national brands• 70 SKU’s and premium lifestyle brand recognition • ~20,000 square feet cultivation facility with 4 years of industry experience• Expansion: New production facility to significantly increase production of

edibles, oils and concentrates• Strong distribution network and shelf space across Nevada dispensaries• 2019 First 9 Months Sales: $3.8M vs. $1.6M, +132% YOY

* Arcview Market Research and BDS Analytics (2019). The State of Legal Cannabis Markets

www.bamcannabis.com

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BODY & MIND INC.


2019 Nevada Awards

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www.bamcannabis.com

BODY & MIND INC.


Nevada License Agreements

Lucid Mood: Premium single use vaporizer with patented terpene profiles

Gpen: Premium vaporizer hardware BaM sells oil cartridges

www.bamcannabis.com

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BODY & MIND INC.


OhioMARKET OVERVIEW:• 7th largest state with population of over 11.6 million*• Medical, limited license state• Market size estimated to reach ~US$300M by 2022**• As of April 30, 2019 there were over 31,000 registered patients***• Less than 60 dispensary licenses awarded with fewer than 25

dispensaries currently open**

BaM OPERATIONS:• Clubhouse Dispensary• West of Cleveland with excellent highway access and strong

customer reviews• Production license awarded and in planning stage• Industry knowledge and connections have enabled good

product sourcing

** Arcview Market Research and BDS Analytics (2019). The State of Legal Cannabis Markets

*** Ohio Medical Marijuana Control Program. May 28, 2019. Program Update. Retrieved from https://www.medicalmarijuana.ohio.gov/programupdate.

www.bamcannabis.com

* https://www.census.gov/quickfacts/OH

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https://www.census.gov/quickfacts/OH

The Clubhouse dispensary opened in February 2019.

The Clubhouse dispensary carries a wide selection of products including cannabis-infused edibles, oils, tinctures and other

non-smokeable medical cannabis delivery offerings.

Located in Elyria, Ohio with 1.7 million people who live within 25 miles and 3.1

million who live within 50 miles.

BODY & MIND INC.


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BODY & MIND INC.


CaliforniaMARKET OVERVIEW:• Largest cannabis market in the US• Medical and adult-use cannabis sales

estimated at US$4.2 billion by 2020*

BaM OPERATIONS:• ShowGrow Long Beach dispensary • ShowGrow San Diego dispensary ( under

construction )• Cathedral City state-of-the-art manufacturing

facility • Dispensary application – Chula Vista

* Cannabis Business Daily. (February 14, 2019). CALIFORNIA: One Year In.

www.bamcannabis.com

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Entered into definitive agreement for 100% of ShowGrow Long Beach and 60%

of ShowGrow San Diego.

Access to seasoned dispensary, marketing and technology management team.

License application submitted and in process for California dispensary in limited

license jurisdiction of Chula Vista.

Long Beach population of approximately 465,000.

BODY & MIND INC.


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BODY & MIND INC.


TechnologyAccess to popular

ShowGrow California online ordering application with over 400,000 downloads,

strong customer base, rewards program and

traction.

License application submitted and in process for

California dispensary in limited license jurisdiction in

Chula Vista.

www.bamcannabis.com

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BODY & MIND INC.


Cathedral City OperationsState-of-the-art California Manufacturing Facility

• BaM manages all of the operations pursuant to a management and administrative services agreement with Satellites Dip, LLC, a licensed cannabis business conducting commercial cannabis activity within the state of California. Satellites Dip LLC is the actual manufacturer.

• Products under license including oils, shatter, wax, live badder, ambrosia and edibles

• Facility contains state-of-the-art distillation equipment including ethanol and BHO processes and is expected to provide Body and Mind speed to market

• Approximately 8,000 square foot facility

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www.bamcannabis.com

BODY & MIND INC.


Cathedral City OperationsState-of-the-art California Manufacturing Facility

Trim sourced and tested from licensed growers

Experienced extraction team and state of the

art equipmentHigh quality extracts

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www.bamcannabis.com

BODY & MIND INC.


ArkansasMARKET OVERVIEW:• Limited license state with population of approximately 3

million• Only 32 dispensary licenses and 5 cultivation licenses

awarded*

BaM OPERATIONS:• Medical marijuana dispensary license for retail and

cultivation up to 50 plants within the same facility• Allows for BaM brand expansion• Design and construction planning in process• Expansion into Arkansas with partner, Comprehensive Care

Group LLC

* Arcview Market Research and BDS Analytics (2019). The State of Legal Cannabis Markets

www.bamcannabis.com

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BODY & MIND INC.


Stringent investment criteria by Australis

Resources for assessing and executing on additional opportunities

Access to significant deal flow and operational expertise

A global platform to showcase quality Body and Mind lifestyle brands

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www.bamcannabis.com

Strategic InvestorAustralis Capital

BODY & MIND INC.


“The fragmented U.S. cannabis market has many

innovative and successful operators that struggle to

access growth capital. This creates exciting and

attractively priced opportunities for the well-connected

and knowledgeable team at Australis to capitalize on.”

Terry Booth – Aurora CEO

“We are solely focused on leveraging our resources and

penetrating markets aligned with our growth vectors. BaM

checks all the boxes with preeminent brands, first rate domain

experience, ideal market positioning and a superb culture.

Together with our strategic partners and expansive

ecosystem, BaM’s vertically integrated, multi-state operations

will super charge our move into key geographic regions in the

United States.”

Scott Dowty – Australis CEO

Spinout Aug 24/18

Aurora Shareholders issued

1/34 Australis warrant

20*Aurora does not have any ownership in Australis. Aurora has a back in right to acquire up to 40 % of Australis but can not exercise until federally legal 21

www.bamcannabis.com

Strategic InvestorAustralis Capital

BODY & MIND INC.


Future Milestones

Arkansas Dispensary construction complete with cultivationEst. Calendar Q4

Nevada New production facility with expanded space, productionand mechanizationEst. Calendar Q3

California Launch Body and Mind brand through production and distribution at the Cathedral City facilityEst. Calendar Q3

California License result for Chula Vista dispensary applicationEst. Calendar Q3

California Completion of construction for San Diego, California dispensaryEst. Calendar Q4

Ohio Dispensary improve-ments and production facility planningEst. Calendar Q3

Calendar 2019

Timelines are only projections and actual completion times may vary.

www.bamcannabis.com

1922

BODY & MIND INC.


Leadership

Kevin C. Hooks

Director

● Managing Director, Sperry Van Ness, a NV

commercial real estate brokerage firm.

● Involved in the origination and syndication of more

than $1B of commercial real estate acquisitions.

● Over 10 years of experience in business

development and operations.

● Pioneer in the Nevada MJ market.

● Bachelor of Arts, Ohio State University.

Leonard Clough

Director

● Founder and former CEO of Catalyst RX, a

pharmacy benefit manager.

● In 2001, Catalyst RX went public on

Nasdaq under CRTX.

● .By 2012, CHSI revenues exceeded USD

$5B and the company joined Fortune 500.

Later in 2012, the company achieved over

$5B in sales and was sold for USD $4.4B.

● Bachelor of science, Ohio State University.

● .Board certified pharmacist.

Dong H. Shim

CFO and Director

● Chartered Professional Accountant in Canada and a

Registered Certified Public Accountant in the state of

Illinois, USA. Currently the President and founder of both

SHIM Accounting Corporation and Golden Tree Capital

Corp.

● .Serves as the CFO for International Private Vault Inc. and

as a director of National Issuer Services Ltd., a transfer

agent company based in British Columbia, Canada.

Scott Dowty

Director

● CEO and Director of Australis Capital Inc.

● Extensive operational experience in

International fintech and gambling sectors is

closely aligned to the regulatory path of the US

cannabis industry.

● Executive and corporate officer positions with

NYSE and NASDAQ listed companies and

Board positions within market leaders in the

Cannabis industry.

● Appointed to the Board of Body and Mind

pursuant to nominee rights granted to Australis

pursuant to its strategic investment into Body

and Mind.

● Partner of Cooper Clough Asset Mgmt. at

RBC for 13 years.

● Over 20 years of capital markets experience

and have been involved in over $100m of

financing

● President of Toro Pacific Management Inc. a

private investment holding company since

2013

● Graduate, University of British Columbia.

Trip Hoffman

COO of Body & Mind Inc

● Past CEO of a Colorado licensed cultivation and

dispensary company and operations-efficiency

● Specialist in the cannabis space.

● Over 20 years in the Financial Technology & Services

industry in roles ranging from CEO, Risk Manager, to

Market Maker.

● PhD in physics from Purdue University and studied at

Cornell University and Northwestern University during his

education.

Robert Hasman

Director

www.bamcannabis.com

Michael Mills

President and Interim CEO

2223

● Mr. Mills has spent over 25 years in senior

managemenb positions in inductries

spanning manufacturing, media, technology

and finance.

● Increasingly senior positions in the Financial

Post and National Post media properties

● Bachelor of Business Administration from

Bishop’s Universirty

BODY & MIND INC.


Select Market & Financialwww.bamcannabis.com

2224

Symbol: CSE: BAMMOTC QB: BMMJ

Stock Price (As of September 4, 2019): $0.68 US (BMMJ)

Average Trading Volume (3 Months): 105,000

3-Month Trading Range: $0.56 - $2.15 US (BMMJ)

Shares Outstanding ( As of April 30 2019 ): 97.3 million

Market Capitalization (As of September 4, 2019)

$67 million

Options Outstanding (As of April 30,2019) 6.1 million

Warrants Outstanding(As of April 30, 2019) 22.9 million

Cash (As of April 30, 2019)*: $2.6 million

* Completed 11.78 M unit financing in May 2019 for gross proceeds of CAD$14.7M. One unit composed of one share purchase unit and one four year warrant at an exercise price of CAD$ 1.50 for 48 months.* Warrant exercise of 12.79 M warrants by Australis on May 29, 2019 for gross proceeds of CAD$6.39 million.* Definative agreement and reserved milestone shares issued totaling 4.33 M shares

Recent News:

August 22, 2019: Announces Expansion and Changes to Management Team

August 20, 2019: Provides Shareholder Update on California Expansion

July 30, 2019: Begins Trading on the OTCQB Venture Market

July 8, 2019: Added to the Horizons US Marijuana Index ETF

July 3, 2019:Enters into Definitive Asset Purchase Agreement for ShowGrow California Dispensaries

June 20, 2019:Expands Production Capability in Nevada with New Conditional Use Permit

BODY & MIND INC.


HighlightsEmerging, Multi-State, High-Quality Cannabis Operator with Health and Wellness Strategy

• Revenue Growth: Only revenue from Nevada is currently being recognized with Ohio, ShowGrow (SD and LB), Cathedral City, Arkansas, Nevada growth all expected to be reflected in the short term

• Exceptional Quality: Award-winning and lifestyle products

• Diversified, multi-state footprint with valuable licenses and assets

• License applications pending

• Excellent stewards of capital

• Forward thinking utilizing technology to improve operational efficiencies and marketing efforts

• Management: Financial, operational and wellness expertise with regulatory and M&A experience in the cannabis space

• High insider ownership of ~50%

www.bamcannabis.com

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BAMM BMMJ

Contact Information

Michael Mills

President and Interim CEO

PH: (800) 361-6312

[email protected]

body & mind inc corporate presentation investor … · conducting commercial cannabis activity...

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