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CANN GROUP LIMITED Investor Presentation 2018

Apr 9, 2018

64603_rns_2018-04-09_9faefc22-167f-4d1b-805a-2df97f9f9991.pdf

Investor Presentation

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DISCLAIMER

This investor presentation (Presentation) has been prepared by Cann Group Limited (ABN 25 603 949 739) (Cann) and comprises written material regarding Cann.

Summary information

This Presentation contains summary information about Cann and its activities which is current as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Cann or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act.

Cann's historical information in this Presentation is, or is based upon, information that has been released via a prospectus, dated 28 March 2017. This Presentation should be read in conjunction with Cann's other announcements, which are available at www.canngrouplimited.com.au, and the prospectus.

Not an offer

This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction (and will not be lodged with the U.S Securities and Exchange Commission). Any decision to purchase New Shares must be made on the basis of the information to be contained in the offer document to be prepared and issued to eligible investors.

This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire entitlements or New Shares and does not and will not form any part of any contract for the acquisition of entitlements or New Shares.

This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The New 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 the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States or to persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. Accordingly, this Presentation is not to be distributed in the United States to persons other than institutional "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act ("IAIs") and to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act)("QIBs"). This information is being provided on a confidential basis in the United States to a limited number of persons qualifying as IAIs or QIBs, each of whom agrees not to communicate such information to any other person and to return such information and any other related material regarding Cann to it or any of its authorized agents.

Not investment advice

Each recipient of this Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of Cann and the impact that different future outcomes may have on Cann.

This Presentation has been prepared without taking account of any person's individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. Cann is not licensed to provide financial product advice in respect of Cann shares.

Cooling off rights do not apply to the acquisition of New Shares.

Investment risk

An investment in Cann shares is subject to known and unknown risks, some of which are beyond the control of Cann. Cann does not guarantee any particular rate of return or the performance of Cann. Investors should have regard to the risk factors outlined in this Presentation when making their investment decision.

Financial data

All dollar values are in Australian dollars (\$ or AUD) unless otherwise stated. Investors should note that this Presentation contains pro forma and forecast financial information. The pro forma and other financial information, and the past information, provided in this Presentation is for illustrative purposes only and is not represented as being indicative of Cann's views on its future financial condition and/or performance.

The pro forma financial information has been prepared by Cann in accordance with the measurement and recognition requirements, but not the disclosure requirements, of applicable accounting standards and other mandatory reporting requirements in Australia. Investors should also note that the pro forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.

Future performance

This Presentation contains certain 'forward looking statements', including but not limited to projections, guidance on future revenues, earnings, margin improvement, other potential synergies and estimates and the future performance of Cann. Forward looking statements can generally be identified by the use of forward looking words such as, 'expect', 'anticipate', 'likely', 'intend', 'should', 'could', 'may', 'predict', 'plan', 'propose', 'will', 'believe', 'forecast', 'estimate', 'target' 'outlook', 'guidance', 'potential' and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to the outcome and effects of the Offer and the use of proceeds.

The forward looking statements contained in this Presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Cann, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the risk factors set out in this Presentation. Investors should consider the forward looking statements contained in this Presentation in light of those disclosures. The forward looking statements are based on information available to Cann as at the date of this Presentation.

Except as required by law or regulation (including the ASX Listing Rules), Cann undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements.

DISCLAIMER

Past performance

Investors should note that past performance, including any pro forma historical information in this Presentation, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future Cann performance including future share price performance. The pro forma historical information is not represented as being indicative of Cann's views on its future financial condition and/or performance.

Disclaimer

None of Cann's respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, except to the extent referred to in this Presentation, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. For the avoidance of doubt, the advisers and their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.

To the maximum extent permitted by law, Cann, its advisers and their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To the maximum extent permitted by law, Cann, its advisers and their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation and, with regards to each adviser, their affiliates, related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of this Presentation or the Offer.

The advisers and their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by any of the advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this Presentation are made only as the date of this Presentation. The information in this Presentation remains subject to change without notice. Cann reserves the right to withdraw the Offer or vary the timetable for the Offer without notice. The advisers, together with their affiliates, are full service financial institutions engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. In the ordinary course of their various business activities, the advisers and their affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/ or instruments of Cann, its affiliates and/ or persons and entities with relationships with Cann and/ or its affiliates. The advisers and/or their affiliates are acting as lead managers, underwriters and/or bookrunners to the Offer. The advisers are acting for and providing services to Cann in relation to the Offer. The advisers have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm's length basis with Cann. The engagement of the advisers by Cann is not intended to create any agency, fiduciary or other relationship between the advisers and Cann, its security holders or any other investors. The advisers, in conjunction with their affiliates, are acting in the capacity as such in relation to the Offer and will receive fees and expenses for acting in this capacity.

All rights reserved

Several photographs contained in this Presentation are the property of Cann and are protected under copyright laws. No part of this Presentation may be reproduced, distributed, or transmitted in any form or by any means, including photocopying, recording, or other electronic or mechanical methods, without the prior written permission of the Company, except in the case of brief quotations embodied in critical reviews and certain other non-commercial uses permitted by copyright law.

Third parties

This Presentation references contractual arrangements between Cann and Agriculture Victoria Services, Anandia Laboratories and the Commonwealth Scientific and Industrial Research Organisation (CSIRO). These parties, their personnel and advisers, do not take any responsibility for the contents of this Presentation, including without limitation the accuracy and completeness of any representation made, or the merits of the investment to which it relates nor infer any endorsement of the offer contained with this Presentation by virtue of being referred to in the Presentation. The references to research and development activities in the Presentation appear as a matter of record only.

A substantial & rapidly growing global market

  • Medicinal cannabis legalised (or decriminalised) in 26 (58) countries across North & South America, Europe & Australia
  • Global market size expected to reach US\$55.8 billion in revenues by 20251
  • Multiple additional markets expected to legalise medicinal cannabis within next five years
  • Recreational use in markets such as Canada (scheduled to be legalised in 2H18) placing increasing pressure on supply

1 http://www.grandviewresearch.com/industry-analysis/medical-marijuana-market

Illegal

Australia – a quickly evolving market 5

REGULATORY STATUS

  • Access legalised in 2017
  • Jan 2018 Legislation passed allowing export of medicinal cannabis
  • 2018 State hurdles removed in Victoria & NSW

LICENCES

  • Production Manufacturing • Office of Drug Control (ODC) is relevant authority for granting of licences & permit
  • Separate licences/permits required for research; cultivation; manufacturing; export
  • Cann Group holds one of the only permits to cultivate medicinal cannabis in Australia

CLINICAL ACTIVITY

  • Victorian Government expands paediatric epilepsy trial
  • Numerous clinical trials expected to commence within 2018

Australia is a potential \$1b pa local industry based on an estimated 1.2% of the population using cannabis for medicinal purposes¹

CONDITION PATIENT
NUMBERS
Clinical
(TOTAL
Evaluation/End
POOL)2
Use Demand
Arthritis 3,850,000
Cancer 130,000
Chronic pain 4,855,000
Epilepsy 146,000
Multiple
Sclerosis
24,300
Osteoporosis 652,500
Parkinson's 69,400
  1. Canaccord Genuity 2. Cann's assessment of patient pools, based/ on industry body (by condition) data

PRESCRIPTION PROCESS

• Special Access Scheme allowing patient prescription immediately

THE EXPORT OPPORTUNITY 6

There is a significant export market opportunity for quality approved Australian medicinal cannabis

The Canadian Opportunity – demand expected to outpace supply1

  • Canada is providing the "lead" from both a regulatory & business structure perspective
  • 235,621 registered patients & 2,643 medical practitioners registered as at 31 December 20172
  • Health Canada forecasts 450,000 patients will use medicinal cannabis by 2024 with potential demand of 130,000 – 250,000 kg per annum1
  • Recreational use, to be legalised in 2018, sees forecast demand of 650,000 kg1
  • Demand is expected to outpace supply, notwithstanding significant investment currently being undertaken to increase capacity in Canada
  • Significant opportunity for Australia to become a supplier of value-added medicinal cannabis product

European medicinal cannabis opportunities

  • European markets are increasingly important to the cannabis sector. Each has a funded medical system, residents who seek natural & complementary therapies, & a governmentsupported mandate to stop the rising opiate addiction related to chronic pain treatment
  • Medical cannabis is currently authorised as a medicine in 18 European countries3 . In some of these countries, national health insurance systems will reimburse the cost under certain conditions, such as prior approval or prescription by specialists
  • Germany has legalised medicinal cannabis for patients with a prescription. Insurance companies cover the costs of upwards of 100 grams of the flower per month for chronically & terminally ill patients – estimated 30,000 patients registered in the first year⁴
  • Cann's major shareholder, Aurora Cannabis, has been granted an import licence to supply medicinal cannabis into Germany

Given Canada's population of 36 million compared with Germany's population of 83 million, the European export opportunity is substantial

2 https://www.canada.ca/en/health-canada/services/drugs-health-products/medical-use-marijuana/licensed-producers/market-data.html 3 Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Norway, Poland, Portugal, Slovakia, Spain, Sweden, United Kingdom.

4 Deutsche Welle: http://www.dw.com/en/germanys-medicinal-cannabis-market-struggles-with-short-supply-and-high-costs/a-42262542

1 Canaccord Genuity

CANN GROUP IS AN INDUSTRY LEADER IN AUSTRALIA 7

  • First Australian recipient of research & medicinal cannabis cultivation licences; only company to have licences reissued for year two
  • Permits granted for two cultivation & R&D facilities currently operational in Victoria – Southern Facility (~180m² grow capacity) & Northern Facility (600m² grow capacity), currently expanding for genetics program at both sites
  • Funding secured for major phase 3 expansion program
  • Integrated player, with existing or planned involvement across full value chain
  • Major Canadian producer Aurora Cannabis holding a strategic 22.9% stake in Cann Group
  • Key relationships with Aurora Cannabis, Agriculture Victoria, CSIRO, La Trobe University & Anandia Labs add substantial value in areas including genetics, analysis & research, manufacturing capability & industry know-how

STRATEGIC INVESTOR: AURORA CANNABIS INC.

One of Canada's largest publicly-listed cannabis companies, Aurora (TSXV:ACB) holds a 22.9% strategic shareholding in Cann

•Developing one of the largest production footprints with a purpose-built, state-of-the-art production facility specifically designed for growing & cultivating cannabis. Facilities in Alberta, Saskatchewan & Ontario.

•May 2017 – invested \$6.5m in Cann Group IPO for 19.9% stake

•July 2017 – Signed five year Technical Services Agreement with Cann to facilitate the exchange of information & support across areas including plant genetics, cultivation & processing of medicinal cannabis, extraction & manufacturing technology & analysis of cannabis extracts

•December 2017 – increased stake in Cann to 22.9% as part of institutional capital raising

•March 2018 – Aurora executive Neil Belot joins the Cann Board

•March 2018 – Aurora to supply tissue culture & oils for use by Cann, extending Cann's genetics bank beyond what is locally available & opening access for patients under Australia's Special Access Scheme & Authorised Prescriber Scheme

8

Aurora brings a wealth of experience, networks & industry knowledge to Cann & is supporting Cann's growth strategy

BUSINESS MODEL & THE INDUSTRY VALUE CHAIN 9

FEDERAL & STATE GOVERNMENT REGULATED

GROWTH STRATEGY 10

Cann is well progressed with its three phase growth strategy to substantially expand its cultivation capability, with funding in place to complete Phase 3

& regulatory approvals

R&D & IP 11

from propagation, cultivation & harvest at Cann's Southern facility

Various images

  • Building IP portfolio with R&D program focused on variety & cannabinoid profile development
  • Wisp® vapouriser system development program
  • CSIRO research program
  • Phase 2 • Accelerated breeding program – Agriculture Victoria
  • Anandia elite genetics

UPCOMING MILESTONES

Commissioning of Phase 3 facility

Clinical trial involvement

2019

1 2

Product available for export

Tissue culture quarantine clearance

Imported oil available for SAS prescription

Site selection of Phase 3 facility

BOARD & MANAGEMENT TEAM

The team has deep experience in the Australian & Canadian agribusiness, biotech & pharma sectors, along with proven entrepreneurial & business development expertise

  • Allan has extensive experience in the agribusiness sector as well as significant tenures with biotechnology companies
  • Chairman of Tassal (ASX:TGR) and Non Executive Director of Medical Developments International (ASX:MVP)
  • Former Director of IncitecPivot (ASX:IPL)

ALLAN MCCALLUM, CHAIRMAN

  • Doug is an Industrialist with vast experience in chemicals & agrochemicals industry / international business. He has expertise in specific functional areas & has chemical engineering & commerce background
  • Formerly CEO & Managing Director at Nufarm (ASX:NUF), & earlier, Managing Director of Nufarm Australia, with over 35 years in total with the company
  • Former Director of Commonwealth Scientific & Industrial Research Organisation (CSIRO)

DOUG RATHBONE, NON-EXECUTIVE DIRECTOR

  • Neil is Chief Global Business Development Officer of Aurora Cannabis Inc. (TSXV:ACB) – Cann's largest shareholder. He is responsible for developing &
  • executing business opportunities on behalf of Aurora • Neil was an Executive Director of the Canadian Medical Cannabis Industry Association & the Gas Portfolio & Energy Services Manager at the Housing Services Corporation, both Canadian entities

NEIL BELOT, NON-EXECUTIVE DIRECTOR

GEOFF PEARCE, NON-EXECUTIVE DIRECTOR • Non-Executive Director of Leaf Resources (ASX:LER)

  • Experienced public company director
  • Co-founded Premier Artists & Frontier Touring Company

1 3

  • Very strong financial management background & success in building businesses in evolving & competitive markets
  • Director of Liberation Music, Premier Artists, The Harbour Agency and former Chairman of MCM Entertainment

PHILIP JACOBSEN, NON-EXECUTIVE DIRECTOR / DEPUTY CHAIRMAN

  • More than 40 years' experience, including owning & growing Scental Pacific Pty Ltd which was sold to the Smorgon family Geoff created & built a contract manufacturing business Beautiworx Australia Pty Ltd, (sold to BWX Limited in January 2014). CEO of Beautiworx & director of BWX in the lead-up to ASX listing in 2015
  • Chairman of Probiotec (ASX:PBP)
  • Proven experience in business development & an in-depth knowledge of manufacturing, packaging & distribution

PETER CROCK, CHIEF EXECUTIVE OFFICER

  • Peter joined Cann Group as CEO in April 2016, resetting the business plan as directed by the board, and led the company through the licence application and IPO process
  • An experienced senior manager with strong skills in marketing & technology development
  • Twenty-eight years with Nufarm Group, most recently working in the rapidly evolving "Ag Tech" space. Other senior management roles covering R&D, IT, marketing & business development • Extensive experience working with regulators locally & overseas

Peter Crock CEO

Cann Group Limited Ph: +61 (0)3 9095 7088 E: [email protected]

INVESTOR / MEDIA RELATIONS Matthew Wright

NWR Communications Pty Ltd Ph: +61 (0)451 896 420 E: [email protected]

Appendix

CAPITAL STRUCTURE 6

Since listing on the ASX in May 2017 at an IPO of \$0.30 per share, Cann's share price has performed strongly & rewarded its investors

Cann is one of the strongest performing IPOs on the ASX over the past several years, delivering +900% returns from the IPO. This illustrates a growing interest in the value that can be generated in the Australian medicinal cannabis industry.

AUSTRALIAN REGULATORY ENVIRONMENT

  • Federal government – UN Single Convention on Narcotic Drugs
  • Licences research, cultivation, manufacturing – import/export
  • Permits granted only if end use for the plant material is established
  • State governments
  • (Schedule 8) movement of product to patients
  • Victoria & NSW eliminating remaining hurdles

1 MEDICAL ACCESS IN AUSTRALIA 8

  • Current methods of accessing medicinal cannabis in Australia:

  • Special Access Scheme – provides for the import/supply of an unapproved therapeutic good for a single patient, on a case-by-case basis

  • Authorised Prescriber Scheme – enables medical practitioners to prescribe specific unapproved therapeutic goods to a patient with a particular condition

  • Clinical Trials

• Randomised controlled trials

GROWTH CYCLE & TECHNOLOGY DEVELOPMENT 1