Co Corporate Prese sentatio ion October 2019 CSE : CBIS - - PowerPoint PPT Presentation

Co Corporate Prese sentatio ion

October 2019

CSE : CBIS

www.cannabisone.life

Di Disclaimer

NON-SOLICITATION

CSE : CBIS | 2 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 Cannabis One Holdings Inc. (the "Company" or "Cannabis One" or "CBIS"),

• r any of its affiliated, related or associated companies. The information contained in this presentation is not complete and may not contain certain material information about Cannabis One. 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 Cannabis One. In the event of a subsequent offer to sell or a solicitation of an offer to purchase securities by

Cannabis One, 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 Cannabis One, 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 Cannabis One or the business of Cannabis One. 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 Cannabis One 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 Cannabis One. Cannabis One has used its best efforts to ensure the accuracy and completeness of the information

• presented. Cannabis One 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
• r inaccuracy in any such information or (iii) any action resulting therefrom. All currency references contained herein are expressed in United States Dollars (US$) unless otherwise indicated.

Accredited Investor: This is not an offer to sell or a solicitation of an offer to purchase securities by Cannabis One. 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 offer to sell or solicitation of an offer to purchase securities by Cannabis One 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 Cannabis One 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 Cannabis One, 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

• ffered 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.

Di Disclaimer

ADDITIONAL DISCLOSURE

CSE : CBIS | 3 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. To the knowledge of Cannabis One, there are to date a total of 33 states, plus the District of Columbia, that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical and/or recreational cannabis at certain State and local levels, 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. Strict compliance with State and local laws with respect to cannabis will neither absolve Cannabis One of liability under the United States federal law, nor will it provide a defense to any Federal proceeding, which may be brought against Cannabis One. Any such proceedings brought against Cannabis One may materially adversely affect Cannabis One's operations and financial performance. Cannabis is a Schedule I controlled substance under the U.S. Controlled Substances Act and is illegal under U.S. federal law, the laws of certain U.S. states and many foreign jurisdictions. Even in those U.S. states where cannabis has been legalized or decriminalized, it remains criminal under U.S. federal law. Companies and investors participating in the regulated cannabis industry are subject to myriad risks as a result of applicable laws and regulations, including, without limitation, the risk of criminal prosecution and asset seizure, burdensome tax liabilities, lack of access to banking services and an inability to enforce certain creditor and intellectual property rights. Investment in the Company is only suitable for investors that understand and have discussed with their legal, tax and financial advisors the rapidly changing laws and regulations applicable to the regulated cannabis industry and that knowingly accept the associated risks. An investor’s contribution to and involvement in such activities may result in federal civil and/or criminal prosecution, including forfeiture of his, her or its entire investment. Non-GAAP Disclosure: Readers should note that "TTM" (trailing twelve months), "P/S" (price/sales), "system-wide revenue", "brand revenue", and "run-rate revenue" are non-GAAP financial measures and do not have any standardized meaning under GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. Cannabis One believes that the foregoing financial measures are useful supplemental measures, which provide an indication of the current and anticipated results generated by Cannabis One's business activities. Readers are cautioned, however, that TTM, P/S, system-wide revenue, brand revenue, and run-rate revenue should not be construed as an alternative to financial measures determined in accordance with GAAP as an indicator of Cannabis One's financial performance. System-wide brand revenue does not have any standardized meaning as prescribed by International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, and, therefore, is considered a non-GAAP measure and may not be comparable to similar measures presented by other issuers. Cannabis One believes the non-GAAP measure of system-wide brand revenue, combined with IFRS measures, such as revenue and net loss, is a useful measure to its shareholders as management relies on it to provide insight into future operations. The reader is advised that while Cannabis One realizes certain revenue through long-term service arrangements with its client brands, current state regulatory restrictions and U.S. federal restrictions may prevent Cannabis One from consolidating the financial results of such brands.

Di Disclaimer

FORWARD-LOOKING STATEMENTS

Forward-Looking Statements: This presentation includes information, statements, beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections about future events, referred to herein and which constitute "forward-looking statements" or "forward-looking information" within the meaning of Canadian and U.S. securities laws. Forward-looking information and statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe", "budgeted", "scheduled" and "forecasts", and similar expressions and variations (including negative variations). The forward-looking information and statements contained herein are based on the reasonable assumptions, estimates, analysis and opinions of management of Cannabis One made in light of their experience, their interpretation of industry trends and current market conditions along with other factors Cannabis One consider relevant and reasonable as at the date hereof. Except for statements of historical fact, information contained herein constitutes forward-looking statements and includes, but is not limited to (i) the projected financial performance of Cannabis One; (ii) the completion of, and the use of proceeds from, any financing described hereunder; (iii) future legal and regulatory developments regarding cannabis; (iv) the expected development of Cannabis One’s business, projects and joint ventures and any Cannabis One or customer brands; (v) the execution of Cannabis One’s vision and growth strategy, including with respect to future merger and acquisition activity (including any currently identified acquisition targets) and global growth; (vi) expected demand growth for cannabis products; (vii) completion of Cannabis One’s projects that are currently underway, in development or otherwise under consideration; (viii) renewal of Cannabis One’s current customer, supplier and other material agreements; (ix) future liquidity, working capital, and capital requirements; (x) engaging in activities which currently are illegal under United States federal law and the uncertainty of existing protection from United States federal or other prosecution; (xi) regulatory or political change such as changes in applicable laws and regulations, including United States state-law legalization, particularly in Colorado, Nevada, Washington, California, and Oregon, due to inconsistent public opinion, perception of the cannabis industry, bureaucratic delays or inefficiencies or any other reasons; (xii) any other factors or developments which may hinder market growth; (xiii) reliance on management; (xiv) the effect of capital market conditions and other factors on capital availability; (xv) competition, including from more established or better financed competitors; and (xvi) the need to secure and maintain corporate alliances and partnerships. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. The foregoing is not an exhaustive list of the risk factors affecting the Company, readers of this presentation are encouraged to review the risk factors discussed in the Company’s Listing Statement filed on SEDAR at www.sedar.com on February 25, 2019 and discussed in the Company’s other public filings available on SEDAR. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties which may be outside of Cannabis One’s control, and which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. These risks and uncertainties include but are not limited to risks associated with general economic conditions, adverse industry events, loss of markets, future legislative developments, access to capital, and other factors. Although forward-looking statements contained in this presentation are based upon what management of Cannabis One believes are reasonable assumptions, 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. Cannabis One does not undertake any obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. 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 Information". Cannabis One's actual financial position and results of operations may differ materially from its management’s current expectations and, as a result, Cannabis One's actual revenue and expenses may differ materially from the prospective revenue and expenses profiles provided in this presentation. Such information is presented for illustrative purposes only and may not be an indication of Cannabis One’s actual financial position or results of operations. CSE : CBIS | 4

Searching for the Alpha in Cannabis

CSE : CBIS | 5 STRICTLY PRIVATE & CONFIDENTIAL

Es Establ blished Distribution Es Establ blished d Brands Es Establ blished d Markets

Our Goal and Vision

To To become a dominant and profitable brand aggregator and distributor for Cannabis mar market global ally

CSE : CBIS | 6

Why Why Inv nves est

A Different Approach to Cannabis

CSE : CBIS | 7 STRICTLY PRIVATE & CONFIDENTIAL

Our Strategy Our Brands & Assets Our Valuation & Structure

Cannabis One is focused on aggregating established retail and CPG brands from lower multiple established marketplaces –

• ur belief is that why pay for potential when

you can buy realized – put simply we want to become one of the dominant house of brands in Cannabis. Cannabis One is focused on all verticals for brand creation and acquisition (Tinctures, Vapes, Flower, Edibles, Infused lotions, retail dispensaries). We feel by focusing on the entire value-chain in key markets, necessary data can be captured for growth and focus

• n the next cannabis trends.

With high insider ownership, a tight float, a relative valuation that is significantly lower than our peers, strong brands, robust strategy and an experienced management team, we see ourselves being well positioned for growth.

Th The Team

Vi Vision and Operational Execution

CSE : CBIS | 8

Jeffery Mascio

Chief Executive Officer

Previously Founded and acted as CEO of Meridian Capital Advisors, a Registered Investment Advisory firm; Previously Managing Partner for Bertram Global Commodities Fund; Managed in excess of $100MM in assets for Merrill Lynch, Morgan Stanley, and Smith Barney private clients. Co-Founder & General Partner of Wildhorse Capital Partners; Previously Vice-President, Business Development at Blackbird Energy; Held several ascending roles as an investment banker at Stifel Nicolaus; Over $3 billion in capital raising deal experience. Executive level financial

• perations and quality

management systems professional; Structured successful product line launch for PPE division of a Fortune 100 company; Currently designs, manages, and implements corporate processes across multiple business units within Cannabis One. Led the design and development of Cannabis One’s INDVR vaporizer lines and is actively involved in brand acquisition &

• development. Previously
• wner and co-founder of

Lexa Custom Homes, having home designs featured in the Colorado Parade of Homes and the Colorado Tour of Homes. Extensive experience in financial accounting and capital markets advisory, previously specializing in M&A and securities law in the U.S. and Canada; Held executive and general counsel roles with companies operating in the energy and real estate sectors in Canada; Currently Managing Director of Merchant Banking with Wildhorse Capital Partners.

Joshua Mann

President

• Dr. Darrick Payne

VP Compliance

PJ Rinker

VP Brands

Ryan Atkins

General Counsel

Theresa Mohan

Interim CFO

Founded Axis Venture Group in 2007 and MOXIE Productions in 2016; Has been involved in a variety of business ventures including business development, real estate development, and angel investing; An anesthesiologist with more than 20 years’ experience in the medical field, specializing in regenerative medicine.

A Team that as built one of the largest multi-state cannabis distribution platforms

Our Strategy

CSE : CBIS | 9 STRICTLY PRIVATE & CONFIDENTIAL

Go Going g Aga gainst th the Gr Grain

Focusing on Established Markets is Key to our Value Proposition

CSE : CBIS | 10 STRICTLY PRIVATE & CONFIDENTIAL

Competitors Strategy:

Focus on “new frontier” states

such as Florida, Il, Mass, NY, NJ

Issue with Strategy:

• High entry cost for license
• Supply / demand of licenses unknown
• time frames to cash flow vary

significantly

• Assets are greenfield

C1 Strategy

Focus on established markets

such as CO, WA, OR, NV, CA

Benefits to Strategy

• Lower entry cost – acquiring on

existing sales and EBITDA metrics

• Assets are established with sales

channels

• Established markets offer

strong opportunity for growth and profit

CSE : CBIS | 10 STRICTLY PRIVATE & CONFIDENTIAL

Ou Our Markets s have ve the Scale and Size ze fo for Success ss

Pursuit of Low-Risk Opportunities through Tartgeting Established Cannabis Markets

CSE : CBIS | 11

CALIFORNIA COLORADO

ADDRESSABLE MARKET POPULATION ESTIMATE1 4.0MM ADDRESSABLE MARKET POPULATION ESTIMATE1 28.2MM

$1.8B $1.5B 20.9%

MARKET SIZE SALES 2018 MARKET SHARE

2 0 2 0 P R O J E C T E D 2 A M O N G S T T O P 1 0 C A N N A B I S - L E G A L S T A T E S 2 2 0 1 8 A C T U A L 2

$5.6B $2.5B 33.9%

MARKET SIZE SALES 2018 MARKET SHARE

2 0 2 0 P R O J E C T E D 2 A M O N G S T T O P 1 0 C A N N A B I S - L E G A L S T A T E S 2 2 0 1 8 A C T U A L 2

WASHINGTON NEVADA OREGON

ADDRESSABLE MARKET POPULATION ESTIMATE1 2.1MM ADDRESSABLE MARKET POPULATION ESTIMATE1 3.0MM ADDRESSABLE MARKET POPULATION ESTIMATE1 5.3MM

$2.0B

MARKET SIZE

2 0 2 0 P R O J E C T E D 2

$1.0B

SALES

2 0 1 8 A C T U A L 2

$630MM

MARKET SIZE

2 0 2 0 P R O J E C T E D 2

$530.0MM

SALES

2 0 1 8 A C T U A L 2

$953MM

MARKET SIZE

2 0 2 0 P R O J E C T E D 2

$643.0MM

SALES

2 0 1 8 A C T U A L 2

2 Sources without independent verification; Cannabis Business Plan; All figures in USD 1 Estimated based on population above 21 years of age; U.S. Census, FactFinder; 2017

STRICTLY PRIVATE & CONFIDENTIAL CSE : CBIS | 11 STRICTLY PRIVATE & CONFIDENTIAL

Ou Our Focus s on Br Brands s and Sales s Channels

Building a premier distribution network for existing and upcoming brands

CSE : CBIS | 12

Nevada 63 60 95.2%

Total Number of Dispensaries Retail Partners Market Penetration Percentage

MARKET PENETRATION HIGHLIGHTS

Dispensary Brands Fl Flower er Brand nds Va Vaporizer Brands Edi Edibl ble Brands ds

Washington 446 412 92.4% Colorado 547 175 32.0% Oregon 661 357 54.0%

CSE : CBIS | 12

Our Brands

CSE : CBIS | 13 STRICTLY PRIVATE & CONFIDENTIAL

C1 believes the next value play in Cannabis will be focused on consumption lounges Focus on partnerships that lead to acquisitions

• First legal consumption lounge in Colorado
• Second location opening beside flagship Joint

location

• Over 12,000 members
• Over 6,000 additional event guests in last year
• Low cost expansion / franchise model
• Access to grass roots cannabis culture
• Team with extensive lobbying experience

Ou Our Focus s is s also so on the NEXT Value Wave ves

Skate to Where the Puck is Going

CSE : CBIS | 13

14

Our Brands & Assets

CSE : CBIS | 15

A D A Data-Dri Driven Approach to to Growt wth

OPTIMIZING ACQUISITION IMPACT

Cannabis One is purchasing and constructing cannabis dispensary locations under The JointTM branding. Sales data on consumer demand is collected to determine the brands that consumers desire the most. Based on strong demand results, acquisition targets are identified and acquisitions are pursued.

DA DATA AG AGGREGATION RET RETAIL PO POSITIONING TA TARGET ID IDENT NTIF IFIC ICATION ION

TOTAL NON-CANNABIS FRANCHISE LOCATIONS DIRECTLY AND INDIRECTLY OPERATED

900+

OPERATING EXPERIENCE WITH

6

INDEPENDENT NON-CANNABIS FRANCHISE BRANDS

Cannabis One has the ability to leverage consumer-demand data collected from its franchise- ready, retail arm (The JointTM

TM) to assist in identifying acquisition targets intended to bring

substantial value to the Cannabis One portfolio.

COLLECTIVELY OVER

30 YEARS

OF FRANCHISE BOARD EXPERIENCE

FR FRANCHI HISE/EXPANSION READY DY 1 A RETAIL CONCEPT DESIGNED FOR SCALE. MANAGEMENT EXPERTISE IDEALLY SUITED FOR EXPANSION.

1 Franchise opportunities may not be available in all jurisdictions; Legislation and regulation may limit market access

Br Brand Summary

A FULL-SERVICE PORTFOLIO

CSE : CBIS | 16

INDVR Strains brings the qualities of CO2-extracted THC and unique terpenes to the palm of your hand, giving consumers the full-effect of each strain.

G E O G R A P H I C P R E S E N C E

WA

INDVR Fire is a premium line of cannabis vaporizers with a blend of CO2-extracted THC, organically cultivated therapeutic essential oils, and food grade terpenes. Green Lady IP Inc. provides infrastructure services to 3 retail locations and holds an exclusive option to acquire the dispensaries upon a change in WA State legislation.

G E O G R A P H I C P R E S E N C E

WORLDWIDE

G E O G R A P H I C P R E S E N C E

WORLDWIDE

INDVR Botanics vaporizers blend key cannabinoids with complimentary ingredients to create targeted, specific extracts that are ideal for consumers’ wellness needs. Redefining the standard for cannabis cultivation within the industry, Fat Face Farms has developed a presence by treating its customers like friends. Fleur Cannabis practices sustainable cannabis cultivation by applying the ethics and principles of permaculture to its proprietary soil systems and procedures.

G E O G R A P H I C P R E S E N C E

NV

G E O G R A P H I C P R E S E N C E

CO

The Joint’s feel-good retro diner vibes collide with keen Jetsons-era geometry to create an impactful, relatable brand vision that’s appealing to all ages. A modern spin

• n an idyllic past is what fuels this happy, lively approach.

G E O G R A P H I C P R E S E N C E

CO

Quality driven edibles handcrafted by culinary artists. By not cutting corners and taking meticulous care throughout the entire production process, Evergreen Organix is able to make delicious, responsible goods that cater to those who love edibles. INDVR provides discreet and fashionable cannabis consumption through vaporizers that come in the form of stainless-steel pens, mascara, and lipstick containers. Leased facility space totalling over 21,000 ft2, transitioning toward GMP-compliant THC & CBD manufacturing centres, subject to receipt of all governmental approvals. From the famous cannabis icon, Cheech Marin, Cheech’s Private Stash brings quality branded flower and pre-rolls to the everyday consumer.3 Honu takes every opportunity to make some of the most highly-touted and delicious cannabis treats that simply make people smile.3

G E O G R A P H I C P R E S E N C E

CO, WA, OR

G E O G R A P H I C P R E S E N C E

WA, OR

1 Cannabis One produces hardware for INDVR products and does not presently cultivate, manufacture, or distribute cannabis or cannabis derivative products 2 Cannabis One realizes certain revenue through long-term service arrangements, however, current state regulatory restrictions and U.S. federal restrictions may prevent Cannabis One from consolidating the financial results of such brands 3 Subject to customary due diligence for transactions of this nature and closing of the transactions contemplated in the definitive agreement

G E O G R A P H I C P R E S E N C E

OR

ANTICIPATED FORWARD INTEGRATION 2,3 PORTFOLIO BRANDS2

INDVR Switch vaporizers offer consumers a unique dual cartridge application that allows users the flexibility to indulge multiple preferences in a compact, stylish package.

G E O G R A P H I C P R E S E N C E

WORLDWIDE

H A R D W A R E 1 H A R D W A R E 1 H A R D W A R E 1 G E O G R A P H I C P R E S E N C E

WORLDWIDE

H A R D W A R E 1 M A N U F A C T U R I N G & P R O C E S S I N G G E O G R A P H I C P R E S E N C E

CO, WA, OR, CA, NV, MT

G E O G R A P H I C P R E S E N C E

CO

With operations in Denver Colorado, Cannabis Corp. is cultivating unique cannabis strains, designed for the lifestyle consumer.

G E O G R A P H I C P R E S E N C E

WORLDWIDE

H A R D W A R E 1

We We Believe Only the Best Brands will Survive

Quality and Consistency are key to winning the customer

CSE : CBIS | 17

2 0 1 6 DOPE CUP WINNER

BEST SWEET EDIBLE IN WA2

2 0 1 6 DOPE CUP WINNER

BEST EDIBLE COMPANY1

2 0 1 9 THC CLASSIC

BEST FLAVORED VAPE

2 0 1 9 THC CLASSIC

1st Place Best Edible

2 0 1 9 THC CLASSIC

Best Infused Product

2 0 1 6 | 2 0 1 7 | 2 0 1 8 THE LEAFLY LIST

BEST COLORADO DISPENSARY6

2 0 1 7 RENO NEWS REVIEW

BEST EDIBLE8

2 0 1 7 JACK HERER CUP

BEST EDIBLE OVER ALL7

2 0 1 9 THC CLASSIC

2nd Place Best Edible

Ou Our Award Wi Winni nning ng Brand nds

Br Brands s Produced through Top-Ti Tier Assets

System Wide Assets Provide Platform for Growth

CSE : CBIS | 18

Manufacturing Cultivation Retail

• Honu facility (Washington)
• 11,000 sq ft
• CO2 and Ethanol Extraction
• Full Kitchen
• Evergreen Organix Facility

(Nevada)

• 6,000 Sq ft
• C02 and Ethanol Extraction
• Full Kitchen
• Fox Street Cultivation (Denver)
• 13,000 sq. ft; 4,800 lbs production

per year

• Average sales price/lb: $1700
• Kingston Cultivation (Denver):
• 8,500 sq. ft; 3,120 lbs per year
• Avg sales price /lb: $1750
• 8,500 sq. ft expansion planned for

2020 – increase lbs / year to 6,200 lbs/year

• Washington Cultivation (system

wide)

• 2,500 sq ft indoor
• 5 acres of outdoor cultivation
• Evergreen Organix Cultivation
• 27,000 sq ft facility
• Average sales price: $2600 /lb
• Joint Dispensary (1) (Denver)
• LTM $US7.2mm gross revenue
• Avg ticket price $62
• Avg daily customer
• Green Lady Dispensaries (3)

(Washington) (Closing Q4)

• LTM $US9.0 mm gross revenue
• 10% EBITDA margin

Ou Our Br Brand Growth has s been Gaining Momentum

ACCELERATING GROWTH WITH SYNERGISTIC BRAND TORQUE

CSE : CBIS | 19

2015

P O R T F O L I O 1

2016

P O R T F O L I O 1

2017

P O R T F O L I O 1

2018

P O R T F O L I O 1

2019

P O R T F O L I O 1 , 2

A N T I C I P A T E D

1 Cannabis One realizes certain revenue through long-term service arrangements, however, current state regulatory restrictions and U.S. federal restrictions may prevent Cannabis One from consolidating the financial results of such brands 2 Cannabis One management estimates based on internal projections; Subject to customary due diligence for transactions of this nature and closing of the transactions contemplated in the definitive agreement

ACQUIRING BRANDS

Using its data-driven acquisition strategy, CBIS is purchasing established brands in multiple jurisdictions.

REDEPLOY BRANDS

CBIS is then expanding the reach of these brands through redeployment into other states – our name for this “cross-border-brand arbitrage.

Cr Creating Brand To Torque.

LEVERAGE CORE COMPETENCY

Once deployed alongside the resources of

• ther CBIS portfolio brands, newly acquired

brands can rapidly enter new markets.

Our Valuation & Structure

CSE : CBIS | 20

CSE : CBIS | 21

Ou Our Comps s / Valuation

Company Ticker Market Cap ($MM CAD) EV/EBITDA 19E EV/EBITDA 20E EV/REV 19E EV/REV 20E MedMen Enterprises MMEN $1,092 N/A N/A 3.4x 2.1x Green Thumb Industries GTII $2,275 62.2x 12.1x 7.4x 3.2x Curaleaf CURA $5,675 30.1x 13.5x 7.0x 3.9x Slang SLNG $155 N/A 2.3x 4.6x 0.5x iAnthus IAN $412 25.0x 1.6x 1.0x 0.4x Vireo MPX $170 9.4x 2.5x 2.3x 0.8x Origin House OH $394 7.9x 4.2x 1.8x 1.1x Green Growth Brands GGB $582 7.1x 3.3x 1.5x 0.8x Peer Average 23.6x 5.6x 3.6x 1.35x Ca Cannabis One (system wi wide) CB CBIS $19 $19 N/ N/A 0. 0.9x 9x 0. 0.5x 5x 0. 0.3x 3x

Source: Canaccord Research

Ca Capita talization

CSE : CBIS | 22

1 Class B securities are convertible into Class A on the basis of 1 for 10; Class B securities are issued to US residents in accordance with foreign issuer restrictions 2 Total presented on an as-converted, Class A-equivalent basis 3 Fully-diluted share count presented exclusive of earn-out share consideration attributable to Honu, upon Honu meeting certain performance milestones, per the press release dated May 6, 2019 4Additional securities convertible into equity will include 12,000,000 Class A Equivalent Milestone Rights, issued to former shareholders of Bertram Capital Finance Inc., subject to the meeting or

exceeding of certain revenue milestones of C$40MM in 2019 and C$100MM in 2020

5C$0.75 Class A Warrants and C$7.50 Class B Warrants are subject to an acceleration provision as per the terms & conditions of the Warrant Indenture 6 US$-denominated Warrants have been converted using an exchange rate of 1.3451 7C$0.60 Class A Equivalent Options were issued to management in accordance with the Company's existing stock option plan; Vesting schedule is 1/3 on issuance, 1/3 on first anniversary, and 1/3 on

second anniversary; 5-year expiry; Option Agreements provide the Company the ability to issue the underlying securities as compressed, Class B Super Voting Shares to U.S. persons

8As of October 17, 2019

*Capitalization figures are presented exclusive of all share consideration attributable to the acquisition of “Evergreen Organix”, per the press release dated April 22, 2019 and “Green Lady”, per the press release dated July 12, 2019, which consideration remains subject to the closing of the transaction(s) contemplated in each definitive agreement

CO COMMON SH SHARES S ISSU SSUED & & OUTST STANDING1 Class A - Subordinate Voting Shares 49,296,195 Class B - Super Voting Shares 3,383,448 Total Class A Equivalent2 83,130,675 Total Class A Equivalent - Fully Diluted3 108,652,842 Class A Share Price8 C$0.225 Market Capitalization8 C$18,704,402 Exchange-Traded Float 43,167,922 Insider-Held Shares2 18,276,578 DILUTIVE SECURITIES1,4 EX EXERC ERCISE E PRI RICE DI DILUTIVES PR PROC OCEEDS DS Cl Class A Warrant nts5,

5,6

C$0.25 4,403,688 C$1,100,922 US$0.34 290,809 US$98,875 C$0.40 1,575,000 C$630,000 C$0.50 42,326 C$21,163 C$0.60 3,075,000 C$1,845,000 C$0.75 5,600,558 C$4,200,419 Cl Class B Warrant nts5 C$2.50 250,000 C$625,000 C$6.00 136,499 C$819,994 C$7.50 130,313 C$977,348 Cl Class A Options ns7 C$0.35 200,000 C$70,000 C$0.60 4,866,666 C$2,920,000 C$1.38 300,000 C$414,000 To Total Class ss A Equivalent Dilutives2,

2,3

25, 25,522, 522,167 167 C$ C$13,722,721

Fi Financi nancial als

CSE : CBIS | 23

Q2 2019 Financial Highlights ($USD) (non-system wide) $2.1m $2.1mm R Rev evenue ( enue (no non n sy syst stem-wi wide de) 298% 298% Y Yea ear-ove

• ver-Ye

Year Inc Increa ease 2019E 2019E C Cons nsolidated ed Sy System em W Wide R e Rev evenue enue $U $USD SD 30m 30mm 2019E Projection

Hi Highli lights

A Different Approach to Cannabis

CSE : CBIS | 24 STRICTLY PRIVATE & CONFIDENTIAL

Our Strategy Our Brands & Assets Our Valuation & Structure

Cannabis One is focused on aggregating established retail and CPG brands from lower multiple established marketplaces – our belief is that why pay for potential when you can buy realized – put simply we want to become one of the dominant house of brands in Cannabis. Cannabis One is focused on all verticals for brand creation and acquisition (Tinctures, Vapes, Flower, Edibles, Infused lotions, retail dispensaries). We feel by focusing on the entire value-chain in key markets, necessary data can be captured for growth and focus on the next cannabis trends. With high insider ownership, a tight float, a relative valuation that is significantly lower than our peers, strong brands, robust strategy and an experienced management team, we see ourselves being well positioned for growth.

CSE : CBIS | 24

IF W IF WE B E BRA RAND IT IT, TH , THEY EY W WIL ILL C COM OME

CANADIAN INVESTOR CONTACT

Jeffery Mascio

CEO Jeff@cannabis.life | 720.399.0601

Joshua Mann

President j.mann@cannabis.life | 587.890.8400

Scott Koyich

Brisco Capital Partners Scott@briscocapital.com | 403.619.2200

CANNABIS ONE

CSE : CBIS

Trevor Brucato

RB Milestone Group Tbrucato@rbmilestone.com | 203-487-2981

US INVESTOR CONTACT