Tilray Brands, Inc. · NASDAQ:TLRY
Tilray Brands — Merger or Acquisition (November 2019)
36 slides from Tilray Brands's merger presentation, Nov 13, 2019
Slide 1: Pioneering the Future of Global Cannabis
Filed by Tilray, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Privateer Holdings, Inc. SEC File No. of Privateer Holdings, Inc: 021-292338 __________ Pioneering the
Slide 2: Disclaimer
Disclaimer Investors and prospective investors should rely only on the information contained in the continuous disclosure commercialize such products; risks related to future third party strategic alliances or the expansion of currently the income tax, legal, risk factors and other aspects of their
Slide 3: We Are a Global Pioneer in a $150B+ Market
1 We Are a Global Pioneer in a $150B + Market Receive cultivation licenses from multiple countries We were the first cannabis company to: Achieve GMP certic fi ation Export cannabis legally from North America to Africa, Australia, Europe and Latin America Supply federally approved clinical trials in
Slide 4: Mission: Committed to Creating Shareholder Value
Mission Committed to Creating Shareholder Value By: Improve patients’ and consumers’ lives through the power of cannabis and hemp Growing revenue and market share globally Focusing on the biggest, long-term opportunities Brands Matter Investing aggressively now, for sustainable and profitable growth
Slide 5: We Are a Trusted Partner Legitimizing Cannabis
We Are a Trusted Partner Legitimizing Cannabis 10 Clinical Trials 3 Strategic Partnerships Medical Advisory Board International Advisory Board Governor Michael Steele Lloyd Axworthy Joschka Fischer Jaime Gama Howard Dean Orrin Devinsky, Abraham Catherine Elizabeth K. MD, Chairman Chachoua, MD Lord,
Slide 6: We Are Building a Global Platform for the Long-Term
We Are Building a Global Platform for the Long-Term Global Distribution Footprint Cannabis — 13 Countries UNITED KINGDOM IRELAND GERMANY Hemp — 21 Countries CANADA CZECH REPUBLIC CROATIA PORTUGAL CYPRUS 1, 2, 3 UNITED STATES Pharmaceutical Distributor Supply Agreements Clinical T rials PERU Tilray L
Slide 7: Team of Industry Experts
Team of Industry Experts Brendan Kennedy Mark Castaneda Woody Pastorius Adine Carter Dara Redler Andrew Pucher President & Chief Financial Officer Chief Revenue Officer Chief Marketing Officer General Counsel Chief Corporate Chief Executive Officer Development Officer Rita Seguin Greg Christopher Kr
Slide 8: Strategic, Global Production Footprint
Strategic, Global Production Footprint Our total production area is 3.4 million square feet as of November 2019 TM High Park CANADA PORTUGAL FARMS PROCESSING GARDENS WINNIPEG STE. AGATHE TOTAL NANAIMO, B.C. CANTANHEDE / ESPORÃO ENNISKILLEN, ON LONDON, ON LEAMINGTON, ON WINNIPEG, MB STE. AGATHE, MB P
Slide 9: Portfolio of Appealing Products Supported by Extensive Distribution
Portfolio of Appealing Products Supported by Extensive Distribution Capabilities Broad Array of Products Available Online and in 13,000 Stores in to Address Consumer Needs the USA and 3,600 Stores in Canada2 Hemp Hearts Protein Powder Hemp Oil Granola & Bars (1) Coming Soon CBD 1 PRODUCT PACKAGING N
Slide 10: Portugal is Our International Production Hub
Portugal is Our International Production Hub 2.5 million square feet Low costs (climate and labor) Import raw material from other countries Export finished goods Tariff-free access to EU Capacity to manufacture 3-4x current cultivation output Strategic alliance with agricultural leader Esporão Final
Slide 11: Well-Positioned for the EU
1 Well-Positioned for the EU We have established cultivation, distribution agreements, and sales offices 1,2 in the European Union to capture the €36B European market opportunity EU Germany UK Cornerstones of EU Strategy 3 3 3 Germany Portugal UK 14X 2.2X 1.79X Cultivation Market Growth Distribution
Slide 12: Multiple Paths for Revenue Growth
Multiple Paths for Revenue Growth Global Global Global Adult-Use Medical Hemp/CBD 41 Countries 50+ Countries 2 Countries Including U.S. Canada & Uruguay ©2019 TILRA Y | 12Multiple Paths for Revenue Growth Global Global Global Adult-Use Medical Hemp/CBD 41 Countries 50+ Countries 2 Countries Includin
Slide 13: Adult-Use Brands: Proven Track Record
Adult-Use Brands Proven T rack Record Sequentially increased Canadian adult-use revenue Q1 Q2 Q3 Coast to coast distribution in Canada 6 brands, more than 50 SKU’s Minority investments in 3 retailers, and definitive Retail Partners agreement to acquire FOUR20 retail business 3 licensed facilities Pr
Slide 14: Adult-Use Brands: Future Milestones
Adult-Use Brands Future Milestones1 Introduce new form factors: – Vapes – Edibles – Beverages Beverages Launch additional brands Launch ABInBev JV products Launch Fluent CBD beverages in market Continue research in THC-beverages Next Legal Markets? Expand production capacity Expect 3–4 additional co
Slide 15: Medical: Established Medical Brand, Proven Track-Record
Medical Established Medical Brand Proven T rack-Record Products available in 13 countries on 5 continents 12 pharmaceutical distributor relationships, including global agreement with Sandoz 10 clinical trials GMP certified Pharmaceutical Partners ©2019 TILRA Y | 15Medical Established Medical Brand P
Slide 16: Medical: Next Legal Markets and Future Milestones
Medical Next Legal Markets? Future Milestones1 Import raw material from other countries to Portugal Obtain final GMP certifications in Portugal Expand product offerings in existing markets Complete exports from Portugal to additional international markets Extend pharmaceutical partnerships to additi
Slide 17: Hemp/CBD: Partnership, Acquisition, Proven Track-Record
Hemp/CBD Partnership Acquisition Proven T rack-Record Distribution in 20 countries Hemp ~17,000 stores in North America Products 30,000+ acres of hemp under contract 100+ SKU’s Signed revenue sharing agreement CBD with Authentic Brands Group Retailers Launched Manitoba Harvest CBD products in the U.
Slide 18: Hemp/CBD: CBD Products Future Milestones
Hemp/CBD CBD Products Future Milestones1 Launch CBD products with Authentic Brands Group Launch new CBD brands in the U.S. Launch Smith & Sinclair CBD products in the U.S. Other Cannabinoids Launch cannabinoid seed and oil based Cannabinoid Potential Therapeutic Indication products in the EU CBN Sle
Slide 19: Cannabis—Disruption is Underway
1 Cannabis—Disruption is Underway FUNCTIONAL FOOD PHARMACEUTICALS ALCOHOL GENERAL CPG RETAIL TOBACCO & BEVERAGES DEAL ANNOUNCED: OCTOBER 15, 2019 DEAL ANNOUNCED: DECEMBER 19, 2018 DEAL ANNOUNCED: FEBRUARY 8, 2018 DEAL ANNOUNCED: JANUARY 15, 2019 DEAL ANNOUNCED: MARCH 19, 2018 FRAMEWORK AGREEMENT: DE
Slide 20: Cannabis—Disruption is Underway
1 Cannabis—Disruption is Underway FUNCTIONAL FOOD PHARMACEUTICALS ALCOHOL GENERAL CPG RETAIL TOBACCO & BEVERAGES DEAL ANNOUNCED: OCTOBER 15, 2019 DEAL ANNOUNCED: DECEMBER 19, 2018 DEAL ANNOUNCED: FEBRUARY 8, 2018 DEAL ANNOUNCED: JANUARY 15, 2019 DEAL ANNOUNCED: MARCH 19, 2018 FRAMEWORK AGREEMENT: DE
Slide 21: Quarterly Revenue Growth
Quarterly Revenue Growth 2017 2018 2019 Revenue 60,000 409% growth 371% 50,000 $51,101 growth C$67,787 $45,904 C$60,905 40,000 30,000 195% growth 204% $23,038 20,000 growth C$30,547 86% 95% $15,531 55% growth C$20,920 growth growth 10,000 $10,047 $9,744 $7,808 C$12,961 $5,406 $5,113 C$13,657 $5,027
Slide 22: Historical Financial and Operating Performance
1 Historical Financial and Operating Performance Revenue Kilogram Equivalents Sold vs Harvested 120,000 30,000 35,366 $120,043 KG equivalents sold C$159,284 KG harvested 100,000 25,000 20,000 80,000 19,448 15,000 60,000 10,000 40,000 11,022 $43,130 C$56,428 $12,644 6,779 5,000 6,478 3,024 20,000 C$1
Slide 23: Long-Term Financial Targets
1 Long-Term Financial Targets Estimate as a % of Revenue Gross Margin 50%+ 25%+ Adjusted EBITDA 20%+ Operating Income 1 SEE DISCLAIMER: FORWARD LOOKING INFORMATION AND USE OF NON-U.S. GAAP FINANCIAL MEASURES. ©2019 TILRA Y | 231 Long-Term Financial Targets Estimate as a % of Revenue Gross Margin 50%
Slide 24: Path to Profitability
1 Path to Profitability Short-Term Increase scale, thereby decreasing costs Expand leadership in higher-margin international medical markets Launch higher-margin products and form factors such as vapes, edibles, etc. Leverage Manitoba Harvest infrastructure to launch U.S. CBD Build brand awareness o
Slide 25: Backed by Long-Term, Patient Capital
Backed by Long-Term, Patient Capital Extended Lock-Up Provides for Orderly Release of Largest Stockholders’ Shares • Enables capital raising & strategic M&A • Increases liquidity to attract a broader investor base Benet fi s • Post downstream merger, Tilray CEO and two • Enables orderly share distri
Slide 26: It's Day One in the Cannabis Industry
It’s Day One in the Cannabis Industry 1 We Will Win Because We Are: $150B + Opportunity Global Pioneers Brand Builders Early Days in the Beginning of a Global Paradigm Shift The Trusted Partner 41/196 countries have legalized medical Talented Management 2/196 countries have legalized adult-use Inves
Slide 27: Appendix
Appendix ©2019 TILRA Y | 27Appendix ©2019 TILRA Y | 27
Slide 28: Financial Performance
1 Financial Performance Consolidated Statement of Net Loss (USD $ in thousands) THREE MONTH THREE MONTH THREE MONTH ENDED MARCH 31, ENDED JUNE 30, ENDED SEPT 30, YEAR ENDED DECEMBER 31, 2019 2019 2019 2016 2017 2018 $23,038 $45,905 $51,101 Revenue $ 12,644 $ 20,538 $ 43,130 17,653 33,631 32,248 Cost
Slide 29: Clinical Trial Strategy
1 Clinical Trial Strategy Build halo around the Tilray brand Earn credibility with medical community and governments Build government relationships and enter new markets Generate data to inform treatment and expand the addressable market Create optionality to register or license medicines if they ar
Slide 30: Clinical Trials
Clinical Trials 1 Participation in clinical trials furthers our reputation as the most trusted brand in the industry No. Of Completion IP Owner Clinical Tilray 1 1 1 Country Indication Research Partners Drug Product Phase Patients Start Date Date Trial Drug IP Owner Study Results Role/Obligations Au
Slide 31: Established Medical Brand
Established Medical Brand We believe patients choose Tilray because we are a scientifically rigorous brand known for producing pure, precise and predictable medical-grade products CBD-dominant THC-dominant THC & CBD balanced Clinical Products Whole Flower Full Spectrum Capsules Ground Flower Purifie
Slide 32: Global Medical Opportunity
Global Medical Opportunity Australia & New Zealand 41 countries have authorized medical use. Completed multiple exports Our products are in 13 countries. to both countries ARGENTINA GREECE ROMANIA Two pharmaceutical distribution agreements AUSTRALIA IRELAND SLOVENIA Two government contracts AUSTRIA
Slide 33: Global Medical Partnerships
Global Medical Partnerships In order to efficiently and rapidly increase our scale, we are partnering with established pharmaceutical distributors and pharmacy retailers GLOBAL GERMANY CANADA ©2019 TILRA Y | 33Global Medical Partnerships In order to efficiently and rapidly increase our scale, we are
Slide 34: Board of Directors
Board of Directors The first women-led board of a major cannabis company Brendan Kennedy Christine St.Clare Rebekah Dopp Scotty Greenwood Michael Auerbach Chief Executive Officer Retired Partner Principal Chief Executive Officer Senior Vice President ©2019 TILRA Y | 34Board of Directors The first wo
Slide 35: International Advisory Board
International Advisory Board Nine internationally-renowned business and government leaders who advise Tilray on global expansion Governor Howard Dean Michael Steele Lloyd Axworthy Joschka Fischer Jaime Gama Former DNC Chairman and Former RNC Chair and Former Canadian Minister of Former German Foreig
Slide 36: Medical Advisory Board
Medical Advisory Board The Medical Advisory Board participates in our clinical trial selection process and provides Tilray with additional credibility as a clinical trial participant Highly accomplished researchers and physicians Orrin Devinsky, Abraham Catherine Elizabeth K. MD, Chairman Chachoua,