Clever Leaves Holdings Inc. · OTC:CLVR
Clever Leaves — SPAC Merger (November 2020)
35 slides from Clever Leaves's SPAC merger presentation, Nov 9, 2020
Slide 1: Clever Leaves and Schultze SPAC Announce Proposed Revised Business Combination
CLEVER LEAVES AND SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. ANNOUNCE PROPOSED REVISED BUSINESS COMBINATION November 2020 Investor Presentation
Slide 2: Key Leadership
Key Leadership 1 World - class management team with a track record of outstanding execution Clever Leaves Schultze Special Purpose Acquisition Corp. Kyle Detwiler Chief Executive Officer Andr é s Fajardo President Gary Julien Executive Vice President, Director George Schultze Chairman, President, &
Slide 3: Why Clever Leaves?
Why Clever Leaves? 2 Low - cost, pharma - quality cannabis production through Colombian and Portuguese operations Ability to scale efficiently to near - term profitability as a result of structural cost advantages Global cultivation footprint of 1.9M sq. ft. and ~1/2 of Colombia’s national THC quota
Slide 4: Vertically Integrated Platform
Distribution 3 Vertically Integrated Platform Genetics Cultivation Extraction Research & Development Brands Manufacturer and distributor of health and wellness products selling in over 10,000 retail locations in the US NORTH AMERICA EUROPE PORTUGAL Provisionally licensed producer headquartered in Li
Slide 5: Colombia Leading the World
Colombia Leading the World 4 “Colombia looks to become the world’s supplier of legal pot” – Washington Post (March 10, 2018) Over 70% of all cut flowers imported into the US come from Colombia (1) Bogota 0 ƒ Equator Equatorial location creates ideal 12/12 hour cycle of sunlight for flowers “Given it
Slide 6: Ideally Suited for Industrial Scale Production
Ideally Suited for Industrial Scale Production 20 ƒ F (1) / 6.3 hours of daylight (1) Average cost per gram of $1.89 (2) Licensed cannabis companies: 250+ Average elevation: 567 ft Canadian cannabis 65 ƒ F (3) / 12 hours of daylight (4) Average cost per gram of $0.20 (5) Licensed producers: 5 - 30 (
Slide 7: Colombia Operating Advantages
• Optimal growing conditions – Colombia’s location near the equator provides 12 hours of daily sunlight throughout the year, quality soil, abundant water and warm weather ▪ Allows for year - round cultivation without artificial light ▪ High elevation leads to improved pest mitigation ▪ Dominant in f
Slide 8: Global Leader in Cultivation and Extraction
425,000 300,000 200,000 104,400 56,000 45,600 324,400 Valens Medipharm Neptune Clever Leaves Radiant Aurora Global Leader in Cultivation and Extraction Note: Per publicly available information Source: Company filings and corporate websites (1) Consists of 1.8M sq. ft. cultivation capacity in Colombi
Slide 9: "Better Mouse Trap" Has Received Media Attention
“Better Mouse Trap” Has Received Media Attention 8 Featured Interviews “CBD could be the underpinnings for full legalization” in the US, says investor A lot of promise in cannabis, says former Senate majority leader “Local operator Clever Leaves has teamed up with US venture capitalists Northern Swa
Slide 10: EU GMP Unlocks Higher Price Points and Early Mover Advantage
EU GMP unlocks higher price points and creates early mover advantage EU GMP Certification Accelerates European Pharma Expansion 9 Not EU GMP - Certified (1,000’s) EU GMP - Certified Flower Producers (10+) EU GMP - Certified Vertically Integrated Botanical Extractors (<10) Clever Leaves achieved EU G
Slide 11: Colombian Greenhouse Cultivation Site
Colombian Greenhouse Cultivation Site 10 1,800,000 sq. ft. of greenhouse completed. Perpetual harvest cycle operating since November 2018. GACP - certified in May 2020 and EU GMP - certified in July 2020 Phase 1 Completed 40,000 sq. ft. post - harvest processing facility Phase 2 Completed Phase 3 Co
Slide 12: Project Apollo
136 700 Select Canadian LPs Project Apollo 11 ~73,000,000 sq. ft. of open field cannabis cultivation has the potential to create a global leader. Beginning tests to optimize cultivation techniques and genetics Project Apollo: Colombian Outdoor Cultivation Site Greenhouse Site #1 Size (30 ha) for ref
Slide 13: Colombian Pharma-Grade Extraction Operations
Colombian Pharma - Grade Extraction Operations Systems Bulk Products End Products Three CO 2 extractors installed Distillation and isolation equipment THC removal capabilities Crude Oil Extracts Distillates Isolates Spray Bottles Tinctures EU GMP - Certified Laboratories Expansion EU GMP - certified
Slide 14: Cultivation Expansion Plan
Cultivation Expansion Plan Multi - Site Contract Grow Contract Grow Multi - Site Multi - Site Not Defined Current Internal Cultivation (sq. ft.) 1,900,000 ~1,300,000 (1) ~80,000 NA ~21,000 (5) NA EU GMP - Certified x X X X X X Ownership Private (~50% insider) (2) TSXV: PCLO (6% insider) TSXV: KHRN (
Slide 15: Geography: Canada, US and Europe
Geography 2019 Population (1) 38 million 327 million 741 million 2019 GDP (1) (US$) $1.7 trillion $21.4 trillion $18.8 trillion Cannabis Legality Legal and regulated Federally illegal Country - specific Start - up Costs Low West Coast: Very Low East Coast: Moderate High EU GMP Required No No Yes Num
Slide 16: Expansion into Portugal
Expansion into Portugal 15 IRRIGATION: Linked to major national reservoirs (capacity of 485M m 3 ) ACQUIRED : 85 ha property with 1 ha of existing and operational greenhouses Portugal Favorable Regulatory Framework Attractive Climate and Low - Cost Position in the European Union Stable Economy with
Slide 17: Germany: Leading the European Medical Cannabis Industry
1 10 13 Germany Canada US Germany: Leading the European Medical Cannabis Industry 16 Note: US$. 0.84 EURO = 1.00 USD as of 11/06/20 (1) Assumes 2% of Germany’s population of 83M are potential medical cannabis patients (2) Assumes monthly cannabis consumption of 30 grams per patient (3) Source: MJBiz
Slide 18: Success in Germany Requires Significant Strategic Investment in Distribution
Success in Germany Requires Significant Strategic Investment in Distribution Warehousing Subsidiary (control) Non - control investment Contract/agreement Source: Company websites, press releases, news outlets, Noweda supplier materials Limited Number of Large Importers Acquired MedCann Gmbh in 2016
Slide 19: German Distribution Assets Unlock the EU Industry
German Distribution Assets Unlock the EU Industry 18 • Potential supply and distribution partnership based on most favored nations • Exclusivity on Colombian and LatAm imports • Two licensed, GDP and GMP - certified operations Production Distribution Pharmacy Sales Clever Leaves has established two
Slide 20: Brazil Requires Import of Medical Cannabis
Brazil Requires Import of Medical Cannabis 19 In December 2019, the Brazilian health authority, ANVISA, agreed to permit the importation of medical cannabis products while prohibiting domestic cultivation Before The previous medical cannabis structure in Brazil required patients to get individual au
Slide 21: Building the B2B Sales Pipeline
• Clever Leaves is slated to provide its partner with a steady supply of extracted cannabis products • One - year agreement with option to renew for two additional years • First shipment in January 2020 from Clever Leaves’ GMP - certified facilities in Colombia Building the B2B Sales Pipeline In Apr
Slide 22: Financial Projections
$13 $57 $124 ~$500 ($23) $3 $42 ~$200 62% 66% 72% 70% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ($50) $0 $50 $100 $150 $200 $250 $300 2020E 2021E 2022E Long Term Target Revenue EBITDA Gross Profit % Financial Projections Note: Represents Management projections. Percentage may not equate to 100% du
Slide 23: Quantifying Upside for Incremental THC Sales
Quantifying Clever Leaves’ Upside for Incremental THC Sales Note: Represents Management projections. See slide 34 for additional disclosures regarding financial projections Framework 22 Illustrative 2022E Revenue Impact Illustrative 2022E EBITDA Impact (US$ in M) (US$ in M) • The base forecast throu
Slide 24: Industry Momentum in the United States
Industry Momentum in the United States 23 Adult - Use Medical Low - THC Program Illegal Adult - use legalization – In addition to recent cannabis - related ballot measures (AZ, MT, NJ, SD approval), several key states will potentially legalize adult - use in the near - term MORE Act - De - schedules
Slide 25: Transaction Overview
Transaction Overview Transaction Highlights Pro Forma Equity Ownership % Note: US$ in M. Pro Forma share count assumes no redemptions from current levels and includes 1.2M SAMA Founder’s shares (ass ume s 50% founder’s share restructuring and alignment with gross capital raised), 8.5M Public SPAC sh
Slide 26: Pro Forma Capitalization and Growth Opportunities
$1,543 $1,002 $307 $206 $162 $131 $81 $70 $41 $33 $15 $7 $568 $8 $379 $504 $536 $76 $35 $87 $102 $29 $2 Cash Debt Pro Forma Capitalization and Growth Opportunities 25 Public Comparable Companies Capitalization (1) Note: 1.30 CAD = 1.00 USD as of 11/06/20 Source: Most recent company filings, press re
Slide 27: Public Comparable Companies – Growth and Margin
360% 151% 127% 118% 92% 47% 40% 40% 26% 23% 21% 21% PharmaCielo Ltd. Clever Leaves International Inc. The Green Organic Dutchman Khiron Life Sciences Corp. Cronos Group Inc. HEXO Corp. Canopy Growth Corporation Tilray, Inc. Aphria Inc. Aurora Cannabis Inc. Sundial Growers Inc. OrganiGram Holdings In
Slide 28: Public Comparable Companies – Trading Multiples
NM 74.0x 41.5x 24.6x 22.3x 15.6x 13.7x 11.7x 4.9x 53.6x 10.2x 2.8x Cronos Group Inc. Canopy Growth Corporation Tilray, Inc. HEXO Corp. Aurora Cannabis Inc. OrganiGram Holdings Inc. Aphria Inc. Sundial Growers Inc. Clever Leaves International Inc. Khiron Life Sciences Corp. The Green Organic Dutchman
Slide 29: Public Comparable Companies – Change in Relative Value
2021E 2022E 15.8x 5.4x 19.0x 4.9x US/Dual Listed Peers Clever Leaves 3.3x 1.8x 3.8x 1.7x US/Dual Listed Peers Clever Leaves 3.6x 3.6x 5.6x 3.6x US/Dual Listed Peers Clever Leaves Public Comparable Companies – Change in Relative Value Source: Wall Street Research, Capital IQ Note: Market data as of 1
Slide 30: Investment Highlights
Investment Highlights 29 3 Pharmaceutical - grade, EU GMP - certified production authorized for export 2 Thoughtfully constructed, vertically integrated multi - national operator 4 Purpose - built for significant growth, profitability and operating leverage 5 Talented and experienced leadership with
Slide 31: Appendix
Appendix
Slide 32: Global Opportunity Driving Future Growth
Global Opportunity Driving Future Growth Source: Cowen Research; National Conference of State Legislatures as of 11/06/20 (1) Includes Washington DC (2) Includes APHA, CCHW, CL, CRON, CURA, GTI, TER, TLRY, TRUL and WEED as of 11/06/20 31 The Cannabis Industry Today Total Addressable Market US STATES
Slide 33: Schultze Asset Management's SPAC Vehicle Overview
Schultze Asset Management’s SPAC Vehicle Overview Schultze Asset Management is an award - winning, 20 - year - old firm with notable investing expertise across a wide array of industries 32 Schultze Asset Management Summary Leadership Team • Core competency sourcing, investing and profiting througho
Slide 34: Disclaimer
Disclaimer Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to the proposed business combination between Clever Leaves International Inc. (“Clever Leaves”) a
Slide 35: Disclaimer (cont.)
Disclaimer (cont.) Forward - Looking Statements (cont.) The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is con tained in SAMA’s most recent filings with the SEC and in the proxy statement/prospectus included in the registratio