SLIDE 1
July 8, 2019 CNSX: SLNG | Frankfurt: 84S
Annual & Special Meeting of Shareholders
All figures in CDN$ unless otherwise noted
SLANG WORLDWIDE
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Disclaimer DISCLAIMERS This presentation of SLANG Worldwide Inc. (the “Company” or “SLANG”) is for information only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities in any jurisdiction in which such offer, solicitation
- r sale would be unlawful. The information contained herein is subject to change without notice and is based on publicly available information, internally developed data and other sources. Where any opinion or belief is expressed in this presentation, it is based on the assumptions and
limitations mentioned herein and is an expression of present opinion or belief only. No warranties or representations can be made as to the origin, validity, accuracy, completeness, currency or reliability of the information. SLANG disclaims and excludes all liability (to the extent permitted by law), for losses, claims, damages, demands, costs and expenses of whatever nature arising in any way out of or in connection with the information in this presentation, its accuracy, completeness or by reason of reliance by any person on any of it. This presentation should not be construed as legal, financial or tax advice to any individual, as each individual’s circumstances are different. Readers should consult with their own professional advisors regarding their particular circumstances. The information contained in this presentation is not directed to persons or entities resident in the United States and does not constitute an offer or solicitation of an offer of securities in the United States or in any other jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. EXPLANATORY NOTE REGARDING CERTAIN PROPOSED TRANSACTIONS. This presentation describes both the business and the proposed business of SLANG. The Company has entered into letters of intent or has agreed to indicative terms with respect to: (i) the proposed acquisition of Arbor Pacific, Inc.; and (ii) the proposed acquisition of LBA Global Corporation and its Lunchbox Alchemy brand portfolio and subsidiary Hydra distribution (collectively, the “Transactions”). The completion of the Transactions is subject to, among other things, the negotiation and execution of mutually agreeable definitive acquisition agreements and related documents and the satisfaction or waiver of any conditions precedent to the consummation of the Transactions (including the receipt of any requisite regulatory and third-party approvals) and such Transactions may not be completed on the terms negotiated or at all. Please see “Forward-Looking Statements”. FORWARD-LOOKING STATEMENTS Certain statements included herein, including those that express management’s expectations or estimates of the Company’s future performance, constitute “forward-looking statements” within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “potential” or the negative of these terms or other similar expressions. Forward-looking statements are based on certain assumptions regarding the Company’s expected growth, results of operations, performance, industry trends and growth opportunities. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied in such statements. Readers are cautioned not to put undue reliance on forward-looking statements. Applicable risks and uncertainties include, but are not limited to regulatory risks, changes in laws, resolutions and guidelines, market risks, concentration risks, operating history, competition, the possibility that the Company will be unable to successfully integrate businesses and the risks associated with international and foreign operations and the other risks identified under the headings “Risk Factors” in the Company’s final long form prospectus dated January 17, 2019, and “Risks and Uncertainties” in the Company’s management discussion and analysis for the year ended December 31, 2018 and three months ended March 31, 2019, each as filed on SEDAR at www.sedar.com. The forward-looking statements contained herein reflect the Company’s current views with respect to future events, and except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise. FUTURE ORIENTED FINANCIAL INFORMATION To the extent any forward-looking information in this presentation constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading “Forward-Looking Statements”. The Company’s actual financial position and results of operations may differ materially from management’s current expectations and, as a result, the Company’s revenue and expenses may differ materially from the revenue and expenses profiles provided in this presentation. Such information is presented for illustrative purposes only and may not be an indication of the Company’s actual financial position or results of
- perations.
USE OF NON-IFRS MEASURES This presentation refers to EBITDA and Adjusted EBITDA which are non-IFRS financial measures that the Company uses to assess its operating performance. EBITDA is defined as net earnings (loss) before net finance costs, income tax expense (benefit) and depreciation and amortization
- expense. The Company defines Adjusted EBITDA as EBITDA adjusted for other non-cash items such as the impacts of unrealized fair values, share based compensation expense, impairments, one-time gains and losses, and one-time revenues and expenses. This data is furnished to provide
additional information and is a non-IFRS measure and does not have any standardized meaning prescribed by IFRS. The Company uses these non-IFRS measures to provide investors and others with supplemental measures of its operating performance. The Company also believes that securities analysts, investors and other interested parties frequently use these non-IFRS measures in the evaluation of companies, many of which present similar metrics when reporting their results. As other companies may calculate these non-IFRS measures differently than the Company, these metrics may not be comparable to similarly titled measures reported by other companies. We caution readers that Adjusted EBITDA should not be substituted for deterring net loss as an indicator of operating results or as a substitute for cash flows from operating and investing activities. BRANDED UNITS AND BRANDED SERVINGS This presentation refers to “Branded Units” which represents the number of branded SLANG products sold at retail to a consumer - each Branded Unit represents one finished good. Also included in Branded Units are certain products licensed to, or distributed by, SLANG’s brand licensees (the “SLANG Network”) and for which the Company provides marketing support and from the sale of which it derives income. This presentation also refers to “Branded Servings” which volume represents the number of times a consumer engages with, or experiences, one of SLANG’s branded products. A Branded Serving is a unit of measurement in milligrams (“mg”) of cannabinoid content delivered to a consumer. SLANG considers 5 mg to be one (1) Branded Serving. MARKET RESEARCH AND PUBLIC DATA This presentation contains or references certain market, industry and peer group data which is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although the Company believe these sources to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties. The Company has not independently verified any of the data from third party sources referred to in this presentation and accordingly, the accuracy and completeness of such data is not guaranteed. This document may not be reproduced, in whole or in part, in any form or forwarded or further distributed to any other person. Any forwarding, distribution or reproduction of this document, in whole or in part, is unauthorized. By accepting and reviewing this document, you acknowledge and agree to not utilize any of the information contained herein except to assist with your evaluation of the Company.