BUILDING A BRAND POWERHOUSE DECEMBER 2019 CSE : CGRO CSE : CGRO.WT - - PowerPoint PPT Presentation

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BUILDING A BRAND POWERHOUSE DECEMBER 2019 CSE : CGRO CSE : CGRO.WT - - PowerPoint PPT Presentation

BUILDING A BRAND POWERHOUSE DECEMBER 2019 CSE : CGRO CSE : CGRO.WT OTCQX : CGOTF NOT FOR DISTRIBUTION TO MINORS DISCLAIMER READER ADVISORY & FORWARD-LOOKING INFORMATION Cannabis remains illegal under U.S. federal law and the approach to


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CSE : CGRO CSE : CGRO.WT OTCQX : CGOTF

BUILDING A BRAND POWERHOUSE

DECEMBER 2019

NOT FOR DISTRIBUTION TO MINORS

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DISCLAIMER

READER ADVISORY & FORWARD-LOOKING INFORMATION

Cannabis remains illegal under U.S. federal law and the approach to enforcement of US federal law against cannabis is subject to change. U.S. FEDERAL REGULATORY REGIME Readers are cautioned that in the United States, cannabis is illegal at the federal level and only regulated at the state and local level. Federally, cannabis continues to be categorized as a Schedule I controlled substance under the Controlled Substances Act in the United States and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under United States federal law. The successful completion of the transaction between Citation Growth Corp. (“Citation”, “CGRO”, or the “Company”) and ACC as announced on Citation’s press release dated August 6, 2019, Citation will be subject to U.S. Federal and State laws regarding cannabis. Strict compliance with State and local laws with respect to cannabis will neither absolve Citation of liability under the United States federal law, nor will it provide a defense to any Federal proceeding, which may be brought against Citation. Any such proceedings brought against Citation may materially adversely affect Citation's operations and financial performance. FORWARD-LOOKING INFORMATION This document contains forward looking statements, including Future Oriented Financial Information (“FOFI”) that relate to our current expectations and views of future events. Certain information contained herein and certain oral statements made are forward-looking and relate to Citation’s business strategy, any estimate of potential earnings, revenues, costs, and EBITDA,

  • btaining licenses and permits, completing the build-out of facilities, expectations in connection with the production and expansion plans at our facilities and capacity thereof, expectations

regarding the timing of construction, development, and production of our expansion projects for both existing facility expansion and new facilities, the performance of our business and

  • perations, the potential size of the cannabis market, events, courses of action, regulatory approvals and other matters. Statements which are not purely historical are forward-looking

statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including words or phrases such as “anticipate,” “objective,” “may,” “will,” “might,” “should,” “could,” “can,” “intend,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” “is designed to”, “project”, “continue” or similar expressions suggest future outcomes or the negative thereof or similar variations. Forward-looking statements may also include, among other things, statements about: our expectations regarding our expenses, sales and operations; our future customer concentration; our anticipated cash needs and our estimates regarding our capital requirements and our need for additional financing; total processing capacity; our ability to anticipate the future needs of our customers; our plans for future products and enhancements of existing products; our future growth strategy and growth rate; our future intellectual property; and our anticipated trends and challenges in the markets in which we operate. The FOFI has been prepared by our management to provide an outlook of our activities and results and may not be appropriate for other purposes. Our management believes that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. A reader of this document with the understanding that our actual future results may be materially different from what we expect. This presentation is dated as at October 14, 2019. Although Citation has no knowledge that would indicate that any information contained herein concerning The Company is untrue or incomplete, Citation assumes no responsibility for the accuracy or completeness of any such information. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Citation will operate in the future, including the demand for our products; anticipated costs and ability to achieve goals; historical prices of cannabis; and that there will be no regulation or law that will prevent Citation from

  • perating its businesses; the state of the economy in general and capital markets in particular; present and future business strategies; the environment in which Citation will operate in the

future; the estimated size of the cannabis market; and other factors, many of which are beyond the control of Citation. While such estimates and assumptions are considered reasonable by the management of Citation, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Although Citation believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. The securities of Citation are considered highly speculative due to the nature of Citation’s business. Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results to be materially different from those expressed

  • r implied by such forward-looking statements, including but not limited to, business, economic and capital market conditions; the ability to manage our operating expenses, which may

adversely affect our financial condition; our ability to remain competitive; regulatory uncertainties; market conditions and the demand and pricing for our products; exchange rate fluctuations; security threats; our relationships with our customers, distributors and business partners; our ability to attract, retain and motivate qualified personnel; competition in our industry; the impact of technology changes on our products and industry; our ability to successfully maintain and enforce our intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of litigation that could materially and adversely affect our business; our ability to manage working capital; and our dependence on key personnel. Citation is not a positive cash flow company and it may not actually achieve its plans, projections, or expectations (Citation has a history of losses).

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DISCLAIMER

READER ADVISORY & FORWARD-LOOKING INFORMATION

Important factors that could cause actual results to differ materially from Citation’s expectations include, risks related to Citation’s ability to complete financings to fund its future operations plans, consumer sentiment towards Citation’s products and cannabis generally; risks related to Citation’s ability to maintain its licenses issued by governments in good standing; uncertainty with respect to Citation’s ability to grow, store and sell cannabis; risks related to the costs required to meet the obligations related to regulatory compliance; risks related to the extensive control and regulations inherent in the industry in which Citation operates; risks related to governmental regulations, including those relating to taxes and other levies; risks related an early stage business and a business involving an agricultural product and a regulated consumer product; risks related to building brand awareness in a new industry and market; risks relating to restrictions

  • n sales and marketing activities imposed by governments; risks inherent in the agricultural business; risks relating to energy costs; risks relating to product liability claims, regulatory action and

litigation; risks relating to recall or return of products; and risks relating to insurance coverage; global economic climate; equipment and building failures; increase in operating costs; decrease in the price of cannabis; security threats; government regulations; loss of key employees and consultants; additional funding requirements; volatility in the securities of Citation; changes in laws; technology failures; failure to obtain permits and licenses; anticipated and unanticipated costs; competition; risks associated with the substantial obligations of being a public company; and failure of counterparties to perform their contractual obligations. This list is not exhaustive of the factors that may affect the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither we nor any of our representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this presentation. Neither we nor any of our representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this presentation by you or any of your representatives or for omissions from the information in this presentation. Accordingly, readers should not place undue reliance on forward-looking statements. Financial amounts in United States dollars, unless otherwise specified. NON-IFRS MEASURES AND INDUSTRY METRICS This presentation makes reference to certain non-IFRS measures including key performance indicators used by management. These measures are not recognized measures under IFRS (International Financial Reporting Standards) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other

  • companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from

management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the financial information reported under IFRS. Citation may use non-IFRS measures including “EBITDA” and “Adjusted EBITDA” which may be calculated differently by other companies. These non-IFRS measures and metrics are used to provide readers with supplemental measures of operating performance and liquidity and thus highlight trends in its business that may not otherwise be apparent when relying solely on IFRS measures. Citation also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of companies in similar industries. Management also uses non-IFRS measures and metrics, in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of executive compensation.

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CITATION GROWTH CORPORATION

A NEW ARRIVAL

AN INNOVATIVE APPROACH TO REDEFINE HIGH QUALITY CANNABIS

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(1) Subject to the successful integration, and operational build-out proposed by management of the Company.

The exceptional licensed capacity currently under development by Citation is anticipated to provide the necessary scale to achieve industry-low costs.1

PROPRIETARY CULTIVATION TRUSTED PRODUCTS MULTI-STATE OPERATOR GENETICS SPECIALISTS

Company experts have developed proprietary cultivation technology that Citation plans to implement throughout all corporate grow facilities. All Citation branding is intended to be associated with safe, certified organic cannabis products that consumers know they can trust.

INDUSTRIAL SCALE

Citation boasts a team of cannabis geneticists renowned for their flavourful, award-winning portfolio of cannabis cultivars.1 Citation Management has targeted select legal cannabis jurisdictions where it believes it can effectively scale to become a dominant presence. Citation plans to combine specialists in the fields of cannabis cultivation and agronomics with the goal of producing craft-quality cannabis at industrial volumes.1

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BUILDING A CANNABIS POWERHOUSE

Citation Highlights

(1) Company management estimates based on internal projections; Subject to completion of build-out of all phases and assumes maximum operational efficiencies; Unaudited

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Citation Growth Corp. Citation Nevada Operations

PREMIER GROWERS PREMIER GENETICS

Citation is already harvesting in North Las Vegas and Pahrump and selling

  • ur products across Nevada. Citation is a well-established cannabis

producer with current plans underway to expand its productive capacity to more than 134,000 kg of dried flower per year.1

INDUSTRIAL SCALE

Citation’s North Las Vegas facility remains the only Nevada facility to be triple organic-certified, providing the Company with the opportunity to realize higher margins on its trusted products.

THE PREMIUM ORGANIC PRODUCERS

Citation continually invests resources and system implementation expertise with the express goal of setting a new standard for quality, cost of production, and profit margin.

PROPRIETARY CULTIVATION TECHNIQUES

Citation’s Pahrump facility has held a Nevada cultivation license since 2014, avoiding the moratorium on new licenses imposed by the State of Nevada. Citation’s licensed footprint in Nevada is 569,600 square feet.1

FIRST-MOVER ADVANTAGE

Citation believes it sets the industry standard for potency, aroma, and terpene profile, with six (6) flagship brands and a broad portfolio of high- demand products. Citation’s cannabis brands are sold in 47 dispensaries across the state of Nevada.

AWARD-WINNING BRAND PORTFOLIO

Citation’s Pahrump cultivation facility, anticipated to reach 248,600 ft2 once all phases are complete, is estimated to be capable of producing up to 22,000 kg of dried, premium cannabis per year.

PREMIUM QUALITY, PREMIUM SCALE

Citation continues to explore growth opportunities across a diverse range

  • f legal North American jurisdictions, with a strong focus and

commitment on enhancing its M&A activity.

EXPERIENCED CAPITAL MARKETS TEAM

Citations infrastructure, combined with its drive toward multi-state

  • perations (MSO), provides a clear signal that a premium North American

cannabis company is on the horizon.

A TRANSFORMATIONAL PARTNERSHIP

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PAIRING PREMIER SEED GENETICS WITH CERTIFIED ORGANIC GROWING TECHNIQUES TO ESTABLISH AN ELITE MULTI-STATE OPERATOR (MSO)

SYNERGISTIC EXPERTISE

Combining the Company's experience with organic growing techniques and Pahrump’s award-winning seed genetics program to foster a new premium powerhouse in cannabis cultivation expertise.

LARGE CONCENTRATED ASSETS

Management of the Company have targeted the vibrant Nevada recreational market and are each developing substantial core assets, anticipated to be capable of producing approximately 156,000 kg of premium dried flower at full capacity.1

ENHANCED CAPITAL MARKET PROFILE

Citation Growth Corp. is anticipated to provide shareholders with increased liquidity and the operational scale to enhance analyst coverage and market support.

ACCESS TO NEAR-TERM PRODUCTION

The Company has successfully completed multiple harvests from its Nevada-based cultivation facilities and is anticipated to begin realizing near-term cash flows by the second half of 2019.

ADDITIONAL PIPELINE OF TRANSACTIONS

Further M&A activity is anticipated to provide additional opportunities to accelerate growth in the rapidly evolving North American legal cannabis industry.

A GLOBAL PIONEER IN CANNABIS

TRANSACTION HIGHLIGHTS1

(1) Company management estimates based on internal projections; Subject to completion of build-out of all phases and assumes maximum operational efficiencies; Unaudited

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LYNDEN, WA

Citation owns a 13.8-acre property, which hosts a third-party unlimited processing license with 28,000 ft2 of cultivation space.2

INTEGRATED CANNABIS ECOSYSTEM

PROFORMA CITATION GROWTH CORP. ASSETS

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(1) Company management estimates based on internal projections; Subject to completion of build-out of all phases and assumes maximum operational efficiencies; Unaudited (2) In accordance with Washington State regulations and legislation, neither the Company, nor any subsidiary, has acquired any interest in regulated inventory or licenses related to the cultivation, manufacture, distribution, or sale of cannabis or cannabis-related products

NORTH LAS VEGAS, NV PAHRUMP, NV

As NV's only Triple-Certified Organically Cultivated Cannabis, Fiore flower meets, and

  • ften exceeds, the National Organic Programs'

requirements for organic cultivation. Citation’s North Las Vegas triple-certified, organic cultivation and production facility is completed and operational, harvesting every seven days. It is anticipated to become one of the largest licensed producers in the State of Nevada, once the two remaining construction phases are complete.2 Our Pahrump campus is currently operational and harvesting every three days. We anticipate adding critical capacity once the remaining six proposed cultivation facilities are completed. In addition, this facility is the home to both the genetic and marketing teams that have made Citation the success it is today.1

CITATION ASSET PORTFOLIO CITATION ASSET PORTFOLIO

Above all, below none. Superior strives to bring the world's finest, highest quality cannabis genetics to the Las Vegas market. Blunt Box is a lifestyle that represents the most traditional marijuana user. Never compromising taste, flavor, or experience in each flower roll. Gardens of WeEden uses elite seed genetics, cutting edge traits, and innovative technologies to create a sustainable product

  • f the highest quality and at the lowest price.

CALIFORNIA

Citation owns and operates a dispensary as well as two properties totaling 2.47 acres that are primed for cannabis development. Citation is currently constructing two of the ten buildings totaling 100,000 ft2 of cultivation and processing space.1

CELISTA, BC CANADA

Diamante, a premium brand of concentrated cannabis Diamonds and Live Resin derived from our triple

  • rganic certified FIORE flower

Our all-natural skincare line is based on a high potency proprietary blend of organic, unrefined, cold-pressed hemp seed oil, infused with botanical and exotic essential

  • ils.
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Rahim Mohamed

President, Interim Chief Financial Officer and Director

  • Mr. Mohamed has over 23 years of experience in the

public and private sectors; He was instrumental in positioning Citation as one of the largest cannabis footprint holders in the state of Nevada; He has a comprehensive background in the development and execution of successful strategic communication plans, high-impact communication initiatives, and effective operational processes for the rapid delivery of corporate alignment and improvements; Has extensive exposure to cross- cultural dynamics and international business.

Howard Misle

Chief Executive Officer and Director

  • Mr. Misle has been involved in the cannabis sector

since 2003 and been integral to the Nevada cultivation scene since its legalization; Mr. Misle previously owned and operated a medical cultivation and retail business for 14 years; His exceptional leadership and corporate vision will bring Citation to new heights; He previously founded and grew American Metals Group to a peak of 700 employees and US$120MM in revenue before being acquired in 2011.

INNOVATION MEETS EXPERIENCE

CITATION MANAGEMENT TEAM

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CURRENT PORTFOLIO

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PHASE 1 -- PROFIT ANALYSIS (10,000 FT2)1,2 Metric Assumptions Number of Lights 162 1,000x DE HID Yield (LBS/Light) 2.2 1,000g/Light/Harvest Crops/Year 4.5 Veg in flower room Wholesale Rate $2,800 Estimate Estimated Sales $4,490,640 Extract/Edible Sales $673,596 30.0% on top of main revenue Net Profit Before Tax $1,549,272 Estimated Margin 30.0% Reduced due to temporary services & taxation Total Revenue $5,164,236 PHASE 2 -- PROFIT ANALYSIS (65,000 FT2)1,2 Metric Assumptions Number of Lights 1,400 Estimated for 42,000 ft2 grow Yield (LBS/Light) 2.2 Crops/Year 4.5 Wholesale Rate $2,800 High-quality branded products Estimated Sales $38,808,000 Extract/Edible Sales $19,404,000 50.0% of gross cultivation sales Net Profit Before Tax $14,553,000 Estimated Margin 25.0% Total Revenue $58,212,000 PHASE 3 -- PROFIT ANALYSIS (200,000 FT2)1,2 Metric Assumptions Number of Lights 4,308 Estimated for 129,231 ft2 grow Yield (LBS/Light) 2.2 Crops/Year 4.5 Wholesale Rate $2,800 High-quality branded products Estimated Sales $119,417,760 Extract/Edible Sales $59,704,615 50.0% of gross cultivation sales Net Profit Before Tax $44,778,462 Estimated Margin 25.0% Total Revenue $179,122,375

NORTH LAS VEGAS, NEVADA

PREMIER CULTIVATION DESIGNED FOR SCALE

DISTRIBUTION

  • Citation has secured its distribution and sales license from the Nevada

Department of Taxation.

  • Citation has identified two wholesale partnerships, totalling 5

dispensary locations for off-take agreements of its entire premium flower supply.

  • Total revenues, once all phases have been completed and optimized,

are anticipated to yield up to approximately US$242MM annually.1,2

CULTIVATION

  • Citation has completed 10,000 square feet of operational facilities, with

harvests every seven days to provide the freshest product to the market.

  • On completion of all 3 phases, the Company’s cultivation area is

anticipated to be 275,000 ft2, capable of producing up to 23,000 kg of high-margin, organic flower.1,2

  • Third-party testing has indicated no mites, mould, or other impurities,

demonstrating Citation’s attention to quality control.

  • Beginning May 2019, Phase 1 operations successfully harvested and

delivered wholesale flower to multiple retailers in the Nevada market.

PROCESSING

  • Citation’s extraction room is complete and has been operational since

October 2019. We are currently producing our premium Diamante Labs and Superior extract brands.

  • Citation extracts concentrates from its harvest to produce high-margin

products, such as concentrates, distillates, and edibles; Under the two brands Diamante Labs (triple-certified organic) and Superior.

  • Total processing area is anticipated to be 16,000 ft2, capable of

producing up to US$80MM in sales of high-margin product once all 3 phases are complete.1,2

3 PHASES OF GROWTH

(1) Company management estimates based on internal projections; Subject to completion of build-out and assumes maximum operational efficiencies; Unaudited (2) Company management estimates total CapEx of US$40MM is required to build out the three (3) phases of the Nevada facility

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NORTH LAS VEGAS, NEVADA

PREMIER CULTIVATION DESIGNED FOR SCALE

COMPLETED

Citation has completed two (2) buildings, totaling 10,000 ft2 – Plants are currently being cultivated weekly. 1,2

PHASE

1

IN DEVELOPMENT

Engineered drawings and plans are complete for the 65,000 ft2 project and the company has appointed a general contractor.1,2

PHASE

2

IN PLANNING

Citation is proposing to complete Phase 3 with an additional 200,000 ft2 for an approximate total footprint of 275,000 ft2.1,2

PHASE

3

7.2 ACRES  275,000 FT2 CULTIVATION  16,000 FT2 PROCESSING

(1) Company management estimates based on internal projections; Subject to completion of build-out and assumes maximum operational efficiencies; Unaudited (2) Company management estimates total CapEx of US$40MM is required to build out the three (3) phases of the Nevada facility

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PHASE 1 -- PROFIT ANALYSIS (42,600 FT2)1,2 Metric Assumptions Number of Lights 918 Yield (LBS/Light) 2.1 Crops/Year 5.5 Wholesale Rate $2,300 Estimated Sales $24,386,670 Extract/Edible Sales Nil No extract sales forecasted Net Profit Before Tax $6,154,731 Estimated Margin 25.0% Total Revenue $24,386,670 PHASE 2 -- PROFIT ANALYSIS (11,000 FT2)1,2 Metric Assumptions Number of Lights 308 Yield (LBS/Light) 2.5 Crops/Year 5.5 Wholesale Rate $2,300 High-quality branded products Estimated Sales $9,740,500 Extract/Edible Sales Nil No extract sales forecasted Net Profit Before Tax $2,435,125 Estimated Margin 25.0% Total Revenue $9,740,500 PHASE 3 -- PROFIT ANALYSIS (195,000 FT2)1,2 Metric Assumptions Number of Lights 2,520 Yield (LBS/Light) 2.5 Crops/Year 5.5 Wholesale Rate $2,300 High-quality branded products Estimated Sales $79,695,000 Extract/Edible Sales Nil No extract sales forecasted Net Profit Before Tax $19,923,750 Estimated Margin 25.0% Total Revenue $79,695,000

248,600 ft2

LICENSED CULTIVATION CAPACITY2

3

PROPRIETARY BRANDS

PAHRUMP, NEVADA

DATA-DRIVEN CULTIVATION & PRODUCTION

BUILD-OUT

  • Phase 1: Buildings A-C of the Pahrump, Nevada Business Park are currently

under construction and are estimated to be completed Q2 2020.

  • Phase 2: Building D is currently under LOI to add 11,000 ft2 to the Pahrump

asset once acquired.2

  • Phase 3: Buildings E-G are optionable land to be constructed when Nevada

cultivation demand permits, adding an additional 195,000 ft2.2

ADDITIONAL LICENSED LOCATION

Cultivation facility is located on 2.5 acres of pre-zoned land with an anticipated annual capacity of up to 22,000 kg per year once all 7 buildings become operational.1,2

GENETICS EXPERTS

Citation uses cutting-edge technology and superior seed genetics to create a portfolio of award-winning products.

OPERATING BUSINESS UNIT

Citation successfully operated the first of 7 buildings to produce unaudited CY2018 revenue of US$7.9MM, gross margin of 57%, and adjusted EBITDA of US$1.0MM.

US$113,820,000

REVENUE AT FULL CAPACITY1,2

(1) Company management estimates based on internal projections; Subject to completion of all phases and assumes maximum

  • perational efficiencies; Unaudited

(2) Company management estimates total CapEx of US$50MM is required to build out the three (3) phases of the Nevada facility

CSE: CGRO // OTCQX: CGOTF | 12 Current Production: Pahrump’s 26,500 square foot facility (Building B) is completed and harvesting every three days.

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CALIFORNIA ECONOMICS1,2 Metric Value Estimated Property I Cultivation Sales (1.25 Acres) $4,200,000 Estimated Property II Cultivation Sales (1.22 Acres) $12,474,000 Estimated Dispensary Sales $1,200,000 Ownership 100% Total Revenue $17,262,000 Estimated Cultivation Margin 40.0% Estimated Dispensary Margin 36.0%

CALIFORNIA

ELITE CULTIVATION & PARTNERSHIP OPPORTUNITIES

RETAIL DISPENSARY CULTIVATION EXPANSION

Final engineering plans have been completed and the build-out of a combined 50,000 ft2 of cultivation capacity will begin in 6-8 weeks, pending full municipal approval.1,2

1.25 ACRE PROPERTY

Conditionally permitted for 20,664 ft2 of cultivation space in Desert Hot Springs.2

P R O P E R T Y I

1.22 ACRE PROPERTY

Conditionally permitted for 29,193 ft2 of cultivation and 2,036 ft2 processing space in Desert Hot Springs.2

P R O P E R T Y I I

Desert Hot Springs, located in Coachella Valley, is home to the famous Coachella Music Festival, attracting an estimated 600,000 tourists each year.3 Highlights:

  • Located within 4 miles of Citation’s

planned cultivation expansion.

  • Revenue currently approximates

US$100,000/month, with the opportunity for cultivation on premises for additional revenue streams.1,2

(1) Company management estimates based on internal projections and assumes maximum operational efficiencies; Unaudited (2) Company management estimates total CapEx of US$6MM is required to build out California Property I; Total CapEx of US$12MM is estimated to build out California Property II (3) The Top 10 Coachella Statistics Advertisers Must Know; 2017

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WASHINGTON

ADVANCED VERTICAL GROWING SOLUTIONS

CANNABIS ZONED

Citation has completed the purchase of 13.8 acres of Washington cannabis-zoned property.

THIRD-PARTY LICENSE

The Lynden, WA facility currently hosts a third- party unlimited processing license for up to 30,000 ft2 and a 28,000 ft2 cultivation facility.1

APPRAISAL

As at July 2018, the appraised valued was US$4.05MM – Today, current estimates place the value of the property near US$5.25MM.2

(1) In accordance with Washington State regulations and legislation, neither the Company, nor any subsidiary, has acquired any interest in regulated inventory or licenses related to the cultivation, manufacture, distribution, or sale of cannabis or cannabis-related products (2) Company management estimates based on internal projections and third-party valuations; Unaudited

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BRITISH COLUMBIA

INDUSTRIAL SCALE CULTIVATION

Citation’s 40 acre Celista property is a late-stage Cannabis Act license applicant, having begun its application in October, 2018. With construction of two 10,000 ft2 buildings nearing completion, Citation anticipates it will begin realizing cash flows from this facility in the near-term.1

NEAR-TERM PRODUCTION

Upon completing the construction of all 10 x 10,000 ft2 buildings, Citation management estimates the Celista facilities will yield a total annual capacity

  • f approximately 19,000 kg, for production of an anticipated US$74.5MM in

gross revenue per year.1,2,4

INDUSTRIAL CAPACITY

By employing a co-generation power system, sonic technology, and proprietary lighting systems, Company management anticipates margins of approximately 50% and industry-low operating costs, while producing cannabis of only the highest quality.1

PROPRIETARY GROWING TECHNIQUES

CELISTA, BC

(3) Financial data has been converted using US Federal Reserve USD/CAD exchange rate as of May 31, 2019; USD/CAD=1.3523 1

CELISTA -- PROFIT ANALYSIS (100,000 FT2)1,2,3 Metric Assumptions Number of Lights 150 3 rooms of 50 lights each Yield (LBS/Light) 4 Crops/Year 6 Wholesale Rate $2,070 Estimating $4.45/gram Estimated Sales $7,453,967 Extract/Edible Sales

  • No extract sales currently forecasted

Net Profit Before Tax $2,981,586 Estimated Margin 40.0%, Number of Buildings 10 Each 10,000 ft2 Total Revenue $74,539,000 Total EBT $29,815,869

(1) Company management estimates based on internal projections; Subject to completion of all phases and assumes maximum operational efficiencies; Unaudited; (2) CapEx required for construction of Celista facility is fully-funded (estimated C$35MM) through JV partner; Cash distributions will be split 50/50 between the Company and its JV partner for a period of three (3) years following all ten (10) facilities being concurrently in full production, thereafter distributions will be 100% attributable to the Company

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CAPITALIZATION

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FINANCIAL OUTLOOK

CONSOLIDATED PROFORMA

MILESTONES

The parties have agreed that upon meeting certain milestones tied to Nevada and Canadian operations, a management incentive plan will allow for the issue of up to US$10MM in common shares of the Company, subject to the policies of the CSE.

PROFORMA CAPITAL STRUCTURE CITATION COMMON SHARES ISSUED AND OUSTANDING 108,062,624 DILUTIVE SECURITIES OUTSTANDING ACC NOTEHOLDERS WARRANT CONSIDERATION 11,500,000 RESTRICTED STOCK UNITS (RSU’s) 2,966,250 WARRANTS 21,580,293 FINDERS WARRANTS OPTIONS 5,707,300 CONVERTIBLE DEBENTURE 4,445,533 PROFORMA FULLY-DILUTED CAPITALIZATION 154,262,000 CSE: CGRO // OTCQX: CGOTF | 17

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CITATION GROWTH CORP

PARTNERSHIP SUMMARY

(1) Company management estimates based on internal projections; Subject to completion of build-out of all phases and assumes maximum operational efficiencies; Unaudited

BUILD AN ELITE MANAGEMENT TEAM OF CANNABIS AND CAPITAL MARKETS EXPERTS ESTABLISH OPERATIONS ACROSS MULTIPLE NORTH AMERICAN LEGAL JURISDICTIONS DEVELOP STRATEGIC PARTNERSHIPS WITH MULTIPLE LICENSE HOLDERS TO ACHIEVE SIGNIFICANT SCALE IDENTIFY AND EXECUTE AN ACCRETIVE TRANSACTION WITH ACC GROUP C A T A L Y S T I

COMPLETE BUSINESS COMBINATION WITH ACC TO ESTABLISH UP TO 156,000 KG OF LICENSED CAPACITY1

C A T A L Y S T I I

LEVERAGE ROBUST MARKETING AND BRAND PLATFORM TO REDEFINE PREMIUM CANNABIS ACROSS LEGAL MARKETS

C A T A L Y S T I I I

PURSUE ADDITIONAL GROWTH OPPORTUNITIES ACROSS LEGAL MARKETS THROUGH ORGANIC GROWTH AND ACQUISITION

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CITATION VALUE CATALYSTS

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TRADING SYMBOLS CSE: CGRO CSE: CGRO.WT OTCQX: CGOTF

BUILDING A BRAND POWERHOUSE

Rahim Mohamed | President, Citation Growth Corp. RM@citationgrowth.com | 1-877-438-5448 Ext 718

Citation Growth Corp.

CSE: CGRO // OTCQX: CGOTF | 19

Paul Searle | Investor Relations, Corporate Communications, Citation Growth Corp. IR@citationgrowth.com | 1-877-438-5448 Ext 714

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DISCLAIMER

NON-SOLICITATION

NON-SOLICITATION: This presentation has been prepared for informational purposes only as of the date hereof and does not constitute an offer or solicitation to sell shares or securities in Citation or its subsidiaries or any of their affiliated, related or associated companies. The information contained in this presentation is not complete and may not contain certain material information about Citation. This information does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it, nor is the information or analyses presented intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, this presentation does not constitute investment advice or counsel or solicitation for investment in any security of Citation. In the event of a subsequent offer to sell or a solicitation of an offer to purchase securities by Citation, more complete disclosures and the terms and conditions relating to a particular investment will be contained in the Offering Documents (as defined below) prepared for such offer or solicitation. Before making any investment, prospective investors should thoroughly and carefully review the Offering Documents with their financial, legal and tax advisors to determine whether an investment is suitable for them. Neither Citation, nor any of its respective directors, officers, employees, agents or advisors make any representation or warranty in respect of the contents of this presentation or otherwise in relation to Citation or the business of Citation. In particular, no representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information or opinions contained herein, which have not been independently verified. No person shall have any right of action (except in case of fraud) against Citation or any other person in relation to the accuracy or completeness of the information contained in this presentation. The information contained in this presentation is provided as at the date hereof and is subject to amendment, revision and updating in any way without notice or liability to any party. Other than as may be authorized by the Company upon request, this presentation 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 presentation in whole or in part is unauthorized. The Company takes no responsibility for, and provides no assurance as to the reliability of, any information that others may give readers of this presentation. Certain information contained herein has been prepared from third-party sources. Such information has not been independently audited or verified by Citation. Citation has used its best efforts to ensure the accuracy and completeness of the information presented. Citation expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained herein, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom. ACCREDITED INVESTOR: This is not an offer to sell or a solicitation of an offer to purchase securities by Citation. In Canada, this presentation and its contents are directed only at "accredited investors" (as defined in National Instrument 45-106-Prospectus Exemptions and Section 73.3 of the Securities Act (Ontario). In the United States, this presentation and its contents are directed only at "accredited investors" as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended. By agreeing to receive this presentation, you represent and warrant that you are a person who falls within one of the foregoing descriptions of persons entitled to receive this presentation and that you agree to be bound by the provisions of this disclaimer. Any subsequent

  • ffer to sell or solicitation of an offer to purchase securities by Citation will be made by means of offering documents (e.g., term sheet, prospectus, offering memorandum, subscription

agreement and/or similar documents (collectively, the "Offering Documents")) prepared by Citation for use in connection with such subsequent offer or solicitation and only in jurisdictions where permitted by law. In the event of a subsequent offer to sell or solicitation of an offer to purchase securities of Citation, investors should refer to the Offering Documents for more complete information, including investment risks, management fees and expenses. NOTICE TO U.S. INVESTORS: This presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of the Company in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of the Company described herein have not been and will not be registered under the United States federal or state securities laws and may not be offered or sold in the United States, as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from registration is available. Prospective investors will be required to represent, among other things, that they meet the requirements of an available exemption from the registration requirements of the U.S. Securities Act and are familiar with and understand the terms of the offering and have all requisite authority to make such investment. In making an investment decision, investors must rely on their own examination of the Company and the terms of any offering, including the merits and risks involved. The securities have not been approved or disapproved by the United States Securities and Exchange Commission or by any state securities commission or regulatory authority, nor have any of the foregoing authorities or any Canadian provincial securities regulator passed on the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. MARKET & INDUSTRY DATA: The information contained herein includes market and industry data that has been obtained from third party sources, including industry publications. Citation believes that its industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, Citation has not independently verified any of the data from third party sources referred to in this presentation or ascertained the underlying economic assumptions relied upon by such sources.

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