investor presentation february 2017 -...

Strictly Private And ConfidentialNot For Distribution

INVESTOR PRESENTATION February 2017

Innovator and manufacturer of goods containing health additives with medicinal benefits…

Private & Confidential

When lifestyle matters…2

This presentation has been prepared and issued by CannHealth Group Pty Ltd ACN 623 476 906 (CannHealth or Company) and its Equity Capital Markets Adviser, Olive CapitalPty Ltd ACN 163 620 371 (Olive Capital) to assist in informing interested parties about the Company and should not be considered an offer or invitation to subscribe for orpurchase any securities in the Company or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in theCompany will be entered into on the basis of this presentation.

This presentation is limited to persons who are sophisticated investors for the purposes of s708(8) or professional investors for the purposes of s708(11) of the Corporations Act2001 or persons who hold Australian financial services licences and any of their representatives. By attending and/or receiving this presentation you warrant to CannHealth thatyou are such a person. This presentation may contain forward looking statements. Whilst CannHealth has no reason to believe that any such statements are either false,misleading or incorrect, it cannot and does not warrant or guarantee that through either the passage of time or actions beyond the control of CannHealth they will not become so.

You should not act and refrain from acting in reliance on this presentation material. Nothing contained in this presentation constitutes investment, legal, tax or other advice. Thisoverview of CannHealth does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of theCompany’s prospects. Before making an investment decision, you should conduct, with the assistance of your broker or other financial or professional adviser, your owninvestigation in light of your particular investment needs, objectives and financial circumstances and perform your own analysis in order to satisfy yourself as to the accuracy andcompleteness of the information, statements and opinions contained in this presentation prior to making any investment decision.

Neither the Company nor its advisers including Olive Capital have verified the accuracy or completeness of the information, statements and opinions contained in thispresentation. Accordingly, to the maximum extent permitted by law, the Company and Olive Capital make no representation and give no assurance, guarantee or warranty,express or implied, as to, and take no responsibility and assume no liability for, the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omissions,from any information, statement or opinion contained in this presentation. The contents of this presentation are confidential. This presentation is being provided to you on thecondition that you do not reproduce or communicate it or disclose it to, or discuss it with, any other person without the prior written permission of the Company.

Olive Capital, its officers, employees, authorised representatives, consultants and its associates, officers and family members do currently and in the future may have interests inthe securities of the Company. In addition, Olive Capital will earn commissions, fees and other benefits and advantages, whether pecuniary or not and whether direct or indirectas Lead Manager in connection with the Capital Raising(s) for the Company and advising and providing services to the Company. It is also noted that a Director of Olive Capital isalso a Non-Executive Director of CannHealth.

This presentation contains information, ideas and analysis which are proprietary to CannHealth. By agreeing to receive this information you also agree to respect the confidentialnature of this entire presentation. Specifically you agree not to reproduce in any manner or distribute any part of the information contained herein without the prior writtenconsent of the Company.

DisclaimerDisclaimer



Table of Contents

Executive Summary 4

Company Overview 5

Strategy 6

Why CBD? 8

Legislative Environment 9

The Opportunity 10

Product Overview 12

Comparables 17

Capital Structure 18

Board & Management 19

Indicative Timeline 20

Why Invest? 21

Contacts 22

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Table of Contents



1. Executive Summary

CannHealth Australian and US focused cannabis and hemp CBD food and beverage company.

Focused on manufacture and distribution of edible hemp and cannabis CBD products.

Management with track record of establishing and growing consumer businesses.

Intended listing on the ASX in Q3 2018.

Growing Market

Fastest growing consumer goods segment in the US (~$23 Billion revenue by 2020).

Hemp based CBD products legal in 50 US states and across Australia (FSANZ).

Used to treat inflammatory and neurodegenerative disorders and has many other health benefits.

Growth Strategy

First production of CannHealth water

First revenue from CannHealth water

Seed Raising (A$1 million) to accelerate growth strategy

Apply for US & Australian cannabis licenses

Secure US and Australian manufacturing facility

Introduction of new cannabis products

Complete ASX listing

Complete

Complete

Q1 2018

Q1 2018

Q2 2018

Q2 2018

Q3 2018



2. Company Overview

Corporate Structure

Corporate Structure

Incorporated Health CBD Inc. (US Entity) in Aug 2017.

CannHealth Group Pty Ltd to acquire Health CBD Inc.

Board of Directors

Raj Beri, Founder & MD

Sahil Beri, Executive Director

Andrew Sparke, Non-Executive Director

Elissa Hansen, Company Secretary

Management Nick Ventura, Business Development Manager

Kelly Smith, Sales Manager

Dr Rupesh Parikh, Medical Consultant

Key Statistics

ASX Code (Reserved) ASX:CHG

No. Shares on Issue 18,868,000

No. Options on Issue 8,439,561

Cash at bank (as at 1/1/18) ~A$200,000

Board of Directors

CannHealth Group Pty Ltd (Australia)

Health CBD Inc. (USA)

100%

CannHealthBeverages

100%

CannHealthTherapeutics

100%

CannHealthConfectionery

CannHealthNutraceuticals

100% 100%



3. Strategy

Growth Strategy 1. Develop Products;

2. Obtain licenses;

3. Fast-Track Revenue; and

4. Leverage Industry Growth.



Commercial Progress

Leveraging Boards existing distribution relationships.

Appointed General Manager of Sales.

Discussions with large US retailers including:

- 7 Eleven (11,000 retail stores);

- Kroger Group (2,800 stores in US);

- Whole-Foods Market Group (470 stores in US);

- Walgreens Pharmacies (8,200 pharmacies in US); and

- CVS Pharmacies (9,600 stores in US & Mexico).

Advanced discussions with Icelandic Glacial Water who

distributes to over 20 countries and over 250 distributors in US.

Heads of Agreement with National Importers of Canada

targeting sales from July 2018.

Amazon store online in January 2018.

3. Strategy (Cont)



4. Why CBD?

Why CBD? Cannabidiol (CBD) is the second most common cannabinoid in the cannabis plant.

Unlike tetrahydrocannabinol (THC), CBD is non psychoactive and does not provide euphoric effects.

Research suggests CBD may be beneficial in treating other conditions such as:

⁻ Epilepsy;

⁻ Schizophrenia;

⁻ Pain; and

⁻ Cancer.

Products are proven to be beneficial for inflammation and neurodegenerative disorders.



5. Legislative Environment

Australian Legislation

The Narcotic Drugs Act was amended in 2016 making Australia federally legal for medical cannabis.

Allows use of medicinal grade products where THC is removed.

Permits cultivation, production and manufacturing where licenses have been granted.

On 12 Nov 2017, Food Standards Australia and New Zealand (FSANZ) permitted low THC hemp seed products to be produced and sold.

US Legislation Hemp CBD is legal in all 50 US states.

44 states have adopted cannabis legislation.

8 states permit regulated adult usage.

29 states permit consumption for medical purposes.

16 states permit CBD and low THC medical consumption.

US FDA approved.



$5.7B$7.2B

$8.6B

$12.7B

$18.5B

$23.1B

2 0 1 5 2 0 1 6 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0

Combined Sales (Medical & Recreational - Reported)

Source: Cowen & Company Cannabis Compendium 2016

6. The Opportunity

Forecast US Cannabis Sales



$0.0B $20.0B $40.0B $60.0B $80.0B $100.0B

Girl Scout Cookies

E-cigarettes

Doritos, Cheetos & Funyuns

Craft beer (subset of beer inudstry)

Chocolate

Organic food

Wine

Estimated demand for recreational cannabis

Beer

Source: Marijuana Business Daily Factbook 2016

US Annual Sales Comparison

6. The Opportunity (Cont)



Product Range 1. Beverages: Water, lemonade, coconut milk, coffee and other products infused with CBD.

2. Confectionery: Chocolates, soft chews, lozenges and mints infused with CBD.

3. Nutraceuticals: Protein powders, hemp oil, sleep aids, supplements and vitamins infused with CBD.

4. Therapeutics: Formulated tinctures, coconut oil, oil gel tabs and hemp oil balms infused with CBD.

7. Product Overview



Demand

Products

Bottled water market valued at ~US$170 billion in 2014.

Forecast to reach ~US$280 billion by 2020.

Growing at a ~8.5% CAGR.

Plant-based beverages grew 5.2% to US$1.7 billion between 2015 and 2016.

CBD water will be first “CBD health” water in Australian and US markets.

Product contains 4mg of CBD per bottle and be colourless, odourless and tasteless.

Other beverages include:

- CBD lemonade;

- CBD coconut water; and

- CBD cold brew coffee.

7. Product Overview (Cont)



Confectionary Phytocannabinoid rich (PCR) chocolates, mints and lozenges.

PCR soft chews and flavoured sweats.

PCR gummies are made with pure hemp extract providing 5 - 10mg of active CBD.

Other confectionary products are being trialed and will be released to market once finalised.




Therapeutics PCR Oil Balms

- Hemp oil balm is created with beeswax and coconut oil as well as other essential oils.

- Made with PCR oils and can contain 0.3% - 10% phytocannabinoids.

PCR Formulated Tinctures

- PCR tincture products are created with hemp seed oil and grape seed oil.

- Various flavour options.

- Products have sub-lingual applications.

Sleep Aids




Nutraceuticals PCR Gel Tabs

- PCR hemp soft gels are created with proprietary water soluble liquid with 7.5% phytocannabinoids and terpenes.

- Pharmaceutical grade product containing 10-25 mg of phytocannabinoids per dose.

- Designed to maximise absorption and bio-availability.

High Protein Hemp Extract

- Dried hemp plant material with 5% Phytocannabinoids.

- Contains:

- 20% Protein;

- 50% Fibre;

- 30% Carbohydrates; and

- .3% Phytocannabinoids.




8. Comparables

Source: ASX announcements and company records as at 13 February 2018.

Indicative IPO Comparables

Note: The above comparison table is based on CannHealth’s estimated capital structure at IPO assuming a capital raise of A$4.5m at A$0.20 per share. Please note the above structure is an estimate only and is subject to change without notice.

CannHealth IPO ComparablesAs at 13 February 2018

Company: Ticker: Share Price: Shares Outstanding: Cash: Market Cap (Basic): Market Cap (Diluted): Enterprise Value: Revenue: 12m Gain/Loss:

AusCann Group Holdings AC8 $1.59 271,572,772 $12,413,000 $ 431,800,707 $ 458,238,653 $ 419,387,707 $ - 13150%

Cann Group CAN $3.21 139,546,631 $66,515,000 $ 447,944,686 $ 457,895,686 $ 381,429,686 $ - 463%

Medlab Clinical MDC $0.80 208,021,667 $24,000,000 $ 165,377,225 $ 173,241,147 $ 138,077,225 $ 4,736 2%

Elixinol Global Limited EXL $1.34 102,928,540 $18,845,000 $ 137,924,244 $ 137,924,244 $ 119,079,244 $ 312,000 34%

The Hydroponics Co THC $0.78 121,581,596 $11,026,000 $ 94,833,645 $ 162,522,045 $ 83,807,645 $1,603,000 123%

Creso Pharma CPH $0.97 109,505,543 $12,333,000 $ 106,220,377 $ 132,042,747 $ 93,887,377 $ 56,000 90%

MMJ Phytotech MMJ $0.47 216,273,985 $36,101,000 $ 101,648,773 $ 124,940,629 $ 65,547,773 $ 172,000 135%

MGC Pharmaceuticals MXC $0.11 1,131,248,340 8,321,000$ $ 121,043,572 $ 133,257,408 $ 112,722,572 $ 276,000 168%

Zelda Therapeutics ZLD $0.15 755,341,934 $ 6,612,000 $ 111,035,264 $ 117,797,264 $ 104,423,264 $ - 465%

Botanix Pharmaceuticals BOT $0.11 681,925,112 $ 2,246,000 $ 75,011,762 $ 79,904,231 $ 72,765,762 $ - 162%

EVE Investments EVE $0.01 2,412,746,994 $ 1,124,000 $ 31,365,711 $ 32,666,361 $ 30,241,711 $ - 117%

Average: $18,139,636 $ 165,836,906 $ 182,766,401 $ 147,397,270 $ 220,340 1355%

CannHealth Group (Post IPO) CHG $0.20 56,263,742 $ 4,500,000 $ 11,252,748 $ 14,608,573 $ 6,752,748



9. Capital Structure

Indicative Capital Structure – Post Seed Raising

Note: The above indicative capital structure table is an estimate only and is subject to change without notice.

Indicative Capital Structure (Post Seed Raise): No. of Shares: Percentage (%):

Founders & Management 12,400,000 37%

Proposed Seed Raising - ($1,000,000 at $0.10 per share) 10,000,000 30%

Corporate Advisors 5,263,174 16%

Other 6,100,568 18%

Total Shares on Issue: 33,763,742 100%

Implied Market Capitalisation (Post Seed Capital Raise): $3,376,374 100%



Raj Beri, Founder & MD

Founder and CEO of Europa Group - an Australian beverage manufacturer with focus on new food and beverage consumption trends.

Experienced food and beverage professional with a track record of generating sales and distribution of new products into global markets.

Europa has undertaken R&D which has led to the development of CannHealth water products.

Sahil Beri, Executive Director

Masters in Pharmacy and undertaking a PHD in Pharmacology.

Pharmaceutical background focused on the food and beverage industry.

Designed proprietary extraction processes for CBD formulations, flavor enhancement and blending of CBD products.

Designed over 45 recipes for spirits, ready to drink beverages, liqueurs and other beverages.

10. Board & Management

Andrew Sparke, Non Executive Director

B.Bus (Marketing), M.Fin (Current) and GAICD.

Experience in IPO’s, private placements, secondary market transactions and listed company compliance.

Advised numerous ASX listed companies on capital raising and corporate transactions.

Director of a number of public and private companies including Olive Capital Pty Ltd.

Elissa Hansen, Company Secretary

B.Com, Grad Dip Applied Corporate Governance, GAICD and AGIA.

Experience in advising boards on corporate governance, compliance and investor relations.

Chartered Secretary with strong governance and compliance skills.

Director and/or Company Secretary of a number of public, listed and private companies.



11. Indicative Timeline

2018

Today

Jan Feb Mar Apr May Jun Jul

Seed Capital Raising (A$1,000,000)

1/31/2018

Apply for US and Australian Cannabis Licenses

2/1/2018Establish Australian and US Manufacturing Facilities2/28/2018

Cannabis Recreational Use Legalised in Canada.

7/1/2018

Proposed ASX Listing

7/30/2018Sales & Distribution Updates

5/1/2018

Note: The above timeline is an estimate only and is subject to change without notice.



12. Why Invest?

1. Strong industry tailwinds;

2. Positive legislative change;

3. Experience food & beverage manufacturer;

4. Science showing increasing health benefits;

5. Growing revenue; and

6. Well defined value drivers.

Share in our Company’s exciting future…



13. Contacts

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