BUILDING SUPER-PREMIUM ORGANIC CANNABIS BRANDS June 2019 CSE: - - PowerPoint PPT Presentation

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BUILDING SUPER-PREMIUM ORGANIC CANNABIS BRANDS June 2019 CSE: - - PowerPoint PPT Presentation

CSE: ROMJ | OTCQX: ROMJF BUILDING SUPER-PREMIUM ORGANIC CANNABIS BRANDS June 2019 CSE: ROMJ | OTCQX: ROMJF [ 1 ] Disclaimer CSE: ROMJ | OTCQX: ROMJF This presentation is not, and under no circumstances is to be construed as, a prospectus, or


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BUILDING SUPER-PREMIUM ORGANIC CANNABIS BRANDS

CSE: ROMJ | OTCQX: ROMJF June 2019

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This presentation is not, and under no circumstances is to be construed as, a prospectus, or advertisement or a public offering of securities of Rubicon Organics Inc. (“Rubicon Organics" or the "Company"). This presentation contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, statements regarding Rubicon Organics’ plan to cultivate, timing and estimates of production for its facilities, are "forward-looking statements." Forward-looking statements can be identified by the use of words such as "plans" or "is expected", or variations of such words and phrases or statements that certain actions, events or results are “to begin”, “ramping up to”, “imminent”, “set to” or "will" be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to complete construction of its proposed facilities in a timely manner; engaging in activities which currently are illegal under U.S. federal law and the uncertainty of existing protection from U.S. federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, particularly in California, due to inconsistent public

  • pinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; Rubicon Organics’

limited operating history and lack of historical profits; reliance on management; and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Although Rubicon Organics has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. Rubicon Organics assumes no obligation to update any forward- looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law. The focus of Rubicon Organics’ business is the cannabis industry. The production, distribution, sale and use of marijuana and its derivatives are still restricted by law in some of the jurisdictions in which Rubicon Organics intends to operate, including under federal law of the United States despite being legalized under some state law. These laws and their enforcement are in flux and vary dramatically from jurisdiction to jurisdiction. The enforcement of these laws and its affect on Rubicon Organics and its business, employees, directors and shareholders are uncertain and accordingly involve considerable risk. This presentation contains information

  • btained by the Company from third parties, including but not limited to market data. The Company believes such information to be accurate but has not independently verified such information. To the extent such

information is obtained from third party sources, there is a risk that the assumptions made and conclusions drawn by the Company based on such representations are not accurate. Cannabis-Related Practices or Activities are Illegal Under U.S. Federal Laws. The concepts of "medical cannabis" and "recreational cannabis" do not exist under U.S. federal law. The U.S. Federal Controlled Substances Act classifies "marihuana" as a Schedule I drug. Accordingly, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. federal law. Strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. Any such proceedings brought against the Company may adversely affect the Company's operations and financial performance. An investment in the Company is speculative and involves substantial risk and is only suitable for investors that understand the potential consequences and are able to bear the risk of losing their entire investment. The Company is in the early stage of development and has a limited operational history, making it difficult to accurately predict business operations. The Company has limited resources and may run out of capital prior to becoming profitable. The Company may fail and investors may lose their entire investment. An investment in the Company may have tax consequences to the investor. The Company assumes no responsibility for the tax consequences of any investment. Investors should confer with their own tax advisors regarding an investment in the Company. The production, packaging, labelling, handling, distribution, importation, exportation, licensing, sale and storage of cannabis products are affected by extensive laws, governmental regulations, administrative determinations and similar constraints which are beyond the Company’s control. There can be no assurance that the Company is or will be in compliance with all of these laws, regulations, determinations and other

  • constraints. Failure to comply with these laws, regulations, determinations and other constraints or new laws, regulations, determinations or constraints could lead to the imposition of significant penalties or claims and

could negatively impact the Company’s business. In addition, the adoption of new laws, regulations, determinations other constraints or changes in the interpretations of such requirements may result in significant compliance costs. This may have a material adverse effect on the Company’s business, results of operations, cash flows and financial condition. Figures are presented in Canadian dollars, unless otherwise noted.

Disclaimer

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Rubicon Organics is a licensed producer with 165,000 sq. ft. of grow space focused on the super-premium organic cannabis market

Proven Market Demand for Organic Cannabis Two Licensed Facilities Capable of Producing 15,500 kg/year

Proven High-Yield Cultivation System

High-Margin Operations with M&A Upside

❑ Certified organic cannabis commands over 80% price premium in Canada ❑ January 2019, Aurora announced the C$175 million acquisition of Whistler Medical Marijuana

  • Corp. (“WMMC”),

Canada’s first certified

  • rganic cannabis producer

❑ WMMC was Co-Founded by Jesse McConnell CEO & Co-Founder of Rubicon Organics ❑ Licensed Producer (“LP”) with a 125,000 sq. ft. facility in Delta, BC and 40,000 sq.

  • ft. facility in Ferndale,

Washington − Combined Phase 1 capacity of 15,500 kg/year − One of the largest licensed footprints for organic cannabis in Canada(1) ❑ Rubicon Organics holds proprietary intellectual property (“IP”) to produce super-premium certified

  • rganic cannabis

− April 2019, completed first commercial harvest in Washington, demonstrating Rubicon’s ability to produce premium quality cannabis at scale ❑ Soon to be 1 of only 4 certified organic cannabis producers in Canada(1) ❑ Expected to generate

  • ver C$35M of EBITDA in

2020(2) ❑ Significant synergies in applying Rubicon Organics’ cultivation IP to

  • ther large-scale

greenhouse facilities

(1) FVOPA organic certification expected in June 2019 (2) 2020E EBITDA based on producing 11,000 kg in BC at a C$5.00/g gross margin and C$5M of EBITDA from Washington

Investment Highlights

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Certified organic cannabis commands over 80% price premium in Canada

Why Certified Organic?

❑ Over 47% of Canadian cannabis consumers prefer organically grown product(1) ❑ Superior terpene profiles are the foundation for premium oils and concentrates – ‘Great grapes make great wines’ ❑ 2018 is the year of “The Sustainable Shopper”(4) – Millennials are willing to pay more for sustainably (90%) and

  • rganically (86%) produced

products.

(1) Topline Report - prepared by Hill+Knowlton Strategies (Dec 20, 2017) (2) Stats Canada report (Jan 9, 2019) (3) Average of Whistler Medical and Organigram’s retail price (excl. sales taxes) listed on the BC Cannabis Store (https://www.bccannabisstores.com) (4) https://www.nielsen.com/us/en/insights/news/2018/was-2018-the-year-of-the-influential-sustainable-consumer.html

Non-Organic Average Price(2) $8.02/g Organic Average Price(3) $14.50/g ORGANIGRAM 80%+ Organic Premium

Organic Price Premium Advantage

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Management previously sold Whistler Medical, a premium organic LP to Aurora for $175M

Proven Management & Strategy

Market Value (C$M) $175M (Acquisition Price) $111M(1) (CSE: ROMJ | OTCQX: ROMJF) Facility Locations Whistler, BC Delta, BC | Washington Production Capacity (kg/year) 5,000 kg 15,500 kg Founders Jesse McConnell & Christopher Pelz Jesse McConnell & Peter Doig Year Founded 2013 2015

Jesse McConnell (Rubicon’s CEO & Co-Founder), Co-Founded Whistler Medical Marijuana Corp. (“WMMC”) in 2013 before starting Rubicon Organics in 2015 Peter Doig (Rubicon’s CSO & Co-Founder), wrote the Certified Organic Cannabis Standard in Canada and led WMMC through the organic certification process

(1) As at June 11, 2019

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4. 3. 2.

Build a Super-Premium Organic Brand Based on Providence of BC Bud

1.

Wholly-owned 125,000 sq. ft. greenhouse facility on a 20- acre property in Delta, BC Currently optimizing facility to produce 11,000 kg/year

  • f super-premium cannabis

Capable of expansion to 565,000 sq. ft. with production capacity of 67,000 kg/year Proprietary high-yield cultivation system to produce super-premium

  • rganic cannabis

First harvest of organic cannabis in June 2019 Recent success at Rubicon’s Washington Facility proves super- premium quality at scale Late summer national brand launch Established diverse genetic library including cultivars not previously available in the Canadian market First and only cannabis company to complete an Environmental Farm Plan (EFP)

Canadian Strategy

Committed to Sustainability Offering New Strains Quality at Scale Licensed Facility, Delta, British Columbia

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2. 1.

Wholly-owned, newly constructed 40,000 sq. ft. high-tech greenhouse on a 17-acre property(1) Designed by Thomas Larssen with production capacity of 4,500 kg/year Larssen Ltd. designed the Aurora Sky facility ‘Proof of Concept’ completed in April 2019 Rubicon’s proprietary

  • rganic cultivation

system to produce super-premium quality at scale

(1) Rubicon Organics does not currently hold cannabis licenses or otherwise produce, process or sell cannabis in Washington. Rubicon Organics and/or its affiliates lease or sublease facilities and license brands to one or more state-licensed producer and processor licensees

House of Brands

With super-premium quality supply secured in Washington, Rubicon will hold a portfolio of wholly-owned and licensed brands Rubicon is in active discussions to partner with major US brands seeking to launch their premium products in Washington

ß

Wholly-Owned Brands

Building a House of Brands

Washington Strategy

Quality at Scale Licensed Facility, Ferndale, WA

Licensed

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Licensed Facilities – Bellingham, Washington

(1) Rubicon Organics does not currently hold cannabis licenses or otherwise produce, process or sell cannabis in Washington. Rubicon Organics and/or its affiliates lease or sublease facilities and license brands to one or more state-licensed producer and processor licensees

❑ Produces oil for Rubicon’s award- winning cannabis brand Doctor & Crook Co.TM − Winner of the 2017 & 2018 Dope Cup Award for Best Oil ❑ White-labeling for top Washington Brands

Operating CO2 oil extraction facility located in Bellingham, Washington(1)

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High Margins

(1) 2020E EBITDA based on producing 11,000 kg in BC at a C$5.00/g gross margin and C$5M of EBITDA from Washington (2) Stats Canada report (Jan 9, 2019) (3) Average of Whistler Medical and Organigram’s retail price (excl. sales taxes) listed on the BC Cannabis Store (https://www.bccannabisstores.com)

Rubicon is expected to generate over C$35M of EBITDA in 2020(1)

❑ 2020E production of 11,000 kg/year of super-premium certified cannabis in Canada ❑ Organic premium provides superior margins compared to our competitors

$14.50 $8.02 Certified Organic Price Industry Average Price

(C$/gram) (C$/gram)

(2)

Additional Margin Potential

(3)

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Path To Value Creation In Canada

Produce 11,000 kg/year

  • f super-premium

certified organic cannabis High-margin operations generating C$35M of EBITDA in 2020(1) Create value add products (eg. vapes) to support brand development Significant synergies in applying Rubicon’s cultivation IP to other large-scale greenhouse facilities Major LPs have struggled to produce high-quality cannabis at scale Major LPs will need to ‘acquire earnings’ and seek opportunities to improve profit margins

PATH 1: High Margin Brands PATH 2: M&A Partnership Opportunities

RUBICON’S CORE FOUNDATION & UPCOMING MILESTONES

✓ Proven Management Track Record ✓ 125,000 sq. ft. Licensed Facility in Delta, BC ✓

Proof of Quality at Scale in Washington

✓ Scarcity of Organic Cannabis Product

Proof of Quality at Scale in Delta, BC Launch of Organic Cannabis Brand Delta, BC Facility Optimization Launch of High-Margin Vape Products

(1) 2020E EBITDA based on producing 11,000 kg in BC at a C$5.00/g gross margin and C$5M of EBITDA from Washington

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Upcoming Value Catalysts

With Health Canada Licenses received, we have de-risked the business with significant value catalysts ahead

Oct 2018: Commenced trading on the Canadian Securities Exchange (“CSE”) Q3 2019: Launch super-premium certified organic cannabis brands in Canada Q2 2019: Receive organic certification from FVOPA Feb 2019: Cultivation & Processing Licenses received from Health Canada Q1 2020: Launch high-margin vape products in Canada Q2 2019: First harvest in Canadian facility June 2019: Announced partnership with iconic California-based brand “Cookies” April 2019: First harvest in Washington facility; proof of concept for super-premium quality at scale

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Highly Experienced Management & Board

Over 100 years of combined fast-moving consumer goods experience

Jesse McConnell, M.A. CEO & Director

  • 20+ years in the Cannabis

Industry

  • Co-Founder of WMMC, the first

Certified Organic Cannabis producer in Canada Margaret Brodie, CPA, CA CFO & Director

  • 20+ years in Finance
  • 10 years with KPMG &

experienced CFO of public companies Peter Doig, M.Sc., P.Ag. CSO

  • 20+ years in the Agri-Business
  • Wrote the Certified Organic

Cannabis Standard in Canada Tim Roberts President, North America

  • 20+ years in Sales & Brand

Development

  • Former Senior Executive of Red

Bull and Diageo Melanie Ramsey VP Marketing & Innovation

  • 20+ years in Brand

Development & Innovation

  • Former Senior Executive of

Diageo and Beiersdorf

MANAGEMENT INDEPENDENT DIRECTORS

John Pigott Director

  • 35+ years in the Food &

Beverages Industry

  • CEO of Club Coffee &

Morrison Lamothe Inc. Bryan Disher, CPA, CA, ICD.D Director

  • 30+ years in Finance
  • Retired PwC Partner & Former

Chair of the Board David Donnan, P.Eng., MBA Director

  • 35+ years in Management,

Agriculture & Consumer Products

  • Senior Partner at A.T. Kearney
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Capital Structure Overview

Significant alignment and incentive with ~60% ownership by insiders

* Majority of these shares are subject to a 36-month escrow from IPO date (Oct 10, 2018)

  • July 2018, completed C$13.3M financing of 4.1M shares at C$3.25/share

MARKET OVERVIEW CAPITAL STRUCTURE

# of Shares % Founders & Management 21,953,885 60% Public Float 14,857,540 40% Total Shares Outstanding 36,811,425 100% Options 5,534,250 Warrants 3,892,440 Fully Diluted Shares 46,238,115

*

DETAILED SHARE CAPITAL STRUCTURE

Ticker CSE: ROMJ OTCQX: ROMJF Share Price (as of June 11, 2019) C$3.02 / share Market Capitalization C$111 million 52-Week Low / High C$1.60 - C$5.25 / share

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APPENDIX MARKET OVERVIEW

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Market Problem – Lack of High-Quality Supply

The quality cannabis supply absence presents a significant market opportunity

[Major LP] [Major LP] [Major LP]

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Market Overview – Canada

The cannabis market is expected to grow significantly due to the elimination

  • f the illicit market and increased prevalence amongst Canadians

❑ C$5.7bn current cannabis market(1) − 90% illicit market(2) ❑ 4.7 million cannabis users in Canada, about 16% of all Canadians aged 15+(2) − 45% of users consume on a daily or weekly basis(2)

2018

❑ C$8.0bn expected market size by 2022(2) − Illicit market reduced to only ~20%(2) ❑ 7.6 million cannabis users in Canada, about 25% of all Canadians aged 15+(2) ❑ Further demand upside through export of trusted Canadian product to the European medical market

2022

By 2022, the marijuana market will be larger than other recreational industries in Canada: $7bn Wine(1) $5bn Whisky/Spirits(1) $8bn Weed(2)

(1) Statistics Canada (2) RBC Industry Report dated Dec 11, 2018

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Market Overview – United States

The current legal and illicit U.S. cannabis market is estimated at US$50 billion

Source: National Conference of State Legislatures and BDS Analytics

❑ Significant growth expected in the legal U.S. cannabis market as political sentiment shifts towards legalization ❑ Recreational marijuana is now legal in 10 states, and medically legal in 33 states Rubicon Organics has established two award-winning cannabis brands in California and Washington

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CONTACT US

Investor Relations IR@rubiconorganics.com +1 437-929-1964 Please visit us at: www.rubiconorganics.com Rubicon Organics Inc. 505 – 744 W Hastings St. Vancouver, BC V6C 1A5

CSE: ROMJ | OTCQX: ROMJF