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C S E : C A N A O T C : C N N X F
CANNAMERICA BRANDS CORPORATE PRESENTATION | 2019
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DISCLAIMER
NOT FOR DISTRIBUTION; NO OFFERING The information contained herein has been prepared to assist interested parties in making their own evaluation of the Company and its business and does not purport to contain all the information that prospective investors may require. Prospective investors should conduct their own investigation and analysis of the Company and its business and the information contained in this presentation as well as any additional information provided by the Company. The information contained in this presentation is not to be used for any other purpose. The information in this presentation must be kept confidential at all times. By accepting this presentation, the recipient agrees that it will not copy, duplicate or distribute this presentation, in whole or in part, at any time without the Company’s prior written consent. By your acceptance hereof, you covenant that neither you nor your agents, representatives, directors or employees will copy, reproduce or distribute this presentation or the information herein to others, in whole or in part, at any time, without the prior written consent of the Company, and that you will keep confidential this presentation, the information herein and any information otherwise obtained from the Company. No securities commission or similar authority in Canada or any other jurisdiction has in any way passed upon the adequacy or accuracy of the information contained in this Presentation. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Presentation contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and United States securities
- legislation. Often, but not always, forward-looking statements can be identified by the
use of words or phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”,
- r variations of such words and risks, uncertainties and other factors which may cause
the actual results, performance or achievements of CannAmerica to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements and information. Examples of such statements include statements about expected timelines for product acquisition and launches, completing financings, finalizing collaborations and contractual arrangements, market growth and size, CannAmerica’s strategies and objectives, future revenues, targeted EBITDA and profits, expected timing and receipt of necessary government licensing, forecast number of product lines and sales, the expectation of additional licensing agreements and planned partnerships and commencement of operations. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this
- Presentation. Such forward-looking statements are based on a number of assumptions
which may prove to be incorrect, including, but not limited to: the expected timelines for product acquisition and launches will be correct, the successful completion of financings, the successful finalization of collaborations and contractual arrangements, the market’s growth and size will be as anticipated, CannAmerica’s strategies will be successfully implemented to achieve its objectives, future revenues will be as anticipated, targeted EBITDA and profits will be as anticipated, expected timing and receipt of necessary government licensing will be as expected, forecast number of product lines and sales will be accurate, CannAmerica will enter into additional licensing agreements and planned partnerships and the successful commencement of
- perations. These forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of CannAmerica to be materially different from those expressed or implied by such forward-looking statements or forward-looking
- information. Important factors that may cause actual results to vary, include, without
limitation, the risk that the expected timelines for product acquisition and launches will be incorrect, CannAmerica will not be able to close any additional financings, CannAmerica will be unable to successfully finalize collaborations and contractual arrangements, the market’s growth and size will be slower and smaller than anticipated, CannAmerica’s strategies will not be successfully implemented and CannAmerica will be unable to achieve its objectives, performance or achievements or such objectives, performance or achievements will be materially different from the estimated future results, expected timing and receipt of necessary government licensing will be delayed or denied, forecast number of product lines and sales will be inaccurate, CannAmerica will not be able to enter into additional licensing agreements and planned partnerships and the commencement of operations will be delayed or
- unsuccessful. These forward-looking statements should not be relied upon as
representing CannAmerica’s views as of any date subsequent to the date of this
- Presentation. Although CannAmerica has attempted to identify important factors that
could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as 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 such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward- looking statements and information contained in this Presentation are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information included in this Presentation are made as of the date of the sending
- f this Presentation and CannAmerica assumes no obligation to update such forward-
looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation. The focus of CannAmerica’s business is the cannabis industry. The production, distribution, sale and use of marijuana and its derivatives are still illegal in some of the jurisdictions in which CannAmerica intends to operate, including under federal law of the United States despite being legalized under some state laws. These laws and their enforcement are in flux and vary dramatically from jurisdiction to jurisdiction. The enforcement of these laws and its affect on CannAmerica and its business, employees, directors and shareholders are uncertain and accordingly involve considerable risk. This presentation contains information obtained 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 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. This presentation may have been sent to you in an electronic form. You are
reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. As a consequence of the above neither the Company nor any director, officer or employee of the Company or any affiliate accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version that may be made available to you. CANNABIS-RELATED PRACTICES OR ACTIVITIES ARE ILLEGAL UNDER U.S. FEDERAL LAWS While the Company intends to operate its business in compliance with State Cannabis laws and regulations, the regulatory regime is complex and evolving. The Company may not be able to obtain the necessary licenses, permits or authority to operate its business as currently contemplated, which may have a material adverse effect on the Company’s anticipated business strategy and results of operations. The enforcement
- f U.S. federal laws or changes in the enforcement priorities and policies, the
Company’s inability to obtain licenses, permits or authority to operate its business as currently contemplated may adversely affect an investment in the Company’s
- securities. Prospective investors should refer to the more fulsome regulatory risk
disclosure included in the offering documents in respect of the proposed offering of securities, and in the Company’s (final) long form prospectus dated October 9, 2018. This presentation does not constitute an offer of securities, and no offer or sale of securities will be conducted in any jurisdiction where such offer or sale is prohibited. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” as such term is defined in Regulation S under U.S. Securities Act (“U.S. Persons”) unless an exemption from registration is available. The securities being offered, if sold in the United States or to, or for the account of benefit of, U.S. Persons, will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act. Such securities may be resold, pledged or otherwise transferred only pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act. 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 THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE OFFERED 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.