Inner Spirit Holdings
Corporate Presentation
February 2020
CSE:ISH
Inner Spirit Holdings Corporate Presentation February 2020 LEGAL - - PowerPoint PPT Presentation
CSE:ISH Inner Spirit Holdings Corporate Presentation February 2020 LEGAL DISCLAIMER The information provided herein is not intended to provide financial, tax, legal or accounting advice. This Corporate Presentation and the contents herein do
February 2020
CSE:ISH
LEGAL DISCLAIMER
The information provided herein is not intended to provide financial, tax, legal or accounting advice. This Corporate Presentation and the contents herein do not constitute or form part of any advertisement, any offer to sell or any solicitation of an offer to buy or subscribe for securities of Inner Spirit Holdings Ltd. (the “Company” of “Inner Spirit” or “ISH”) or represent an intention to induce any person to make an investment in the Company or to assist any person in the making of an investment decision. This Corporate Presentation and the contents herein shall not form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.This Corporate Presentation includes statistical information that the Company has obtained from independent industry publications, government publications, market research reports and other published independent sources. Such publications and reports generally state that the information contained therein has been obtained from sources believed to be reliable. Although the Company believes these publications and reports to be reliable, it has not independently verified any of the data or other statistical information contained therein, nor has it ascertained or validated the underlying economic or other assumptions relied upon by these sources. The Company has no intention and undertakes no obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as, and to the extent required by applicable securities laws.
FORWARD LOOKING INFORMATION
This Corporate Presentation contains “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable securities legislation. Forward- looking information in this Corporate Presentation include, but are not limited to, statements or information with respect to: the Company’s intended strategy; the Company’s ability to execute its strategy and ensure success; the expected legalization of recreational cannabis; market expectations; intended products, delivery systems and partnerships; and other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking information in this Corporate Presentation, and, accordingly, readers of this Corporate Presentation should not place undue reliance on any such forward-looking information. Forward-looking information involves significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements and accordingly, should not be read as guarantees
that the Company will have sufficient capital to fund its business plans; general economic and business conditions; changes to laws, regulations, rules, rulings, policies, procedures and other instruments applicable to the Company and its business; the risk of disruptions to the Company’s supply chain; risks associated with the Company’s reliance on key personnel; and changing consumer sentiments. Forward-looking information contained in this Corporate Presentation is based on the Company’s current estimates, expectations and projections, which the Company believes are reasonable as of the current date. The Company can give no assurance that these estimates, expectations and projections will prove to have been correct. Historical statements should not be taken as a representation that such trends will be replicated in the future. No statement in this Corporate Presentation is intended to be nor may be construed as a profit forecast.
NON-IFRS FINANCIAL MEASURES
This Corporation Presentation makes reference to "system-wide retail sales", a financial measure that is not determined or defined in accordance with International Financial Reporting Standards ("IFRS"). Such non-IFRS financial measure does not have a standardized meaning prescribed by IFRS and Inner Spirit's methods of calculating this financial measure may differ from methods used by other companies. Accordingly, "system- wide retail sales" may not be comparable to similarly titled measures presented by other companies. System-wide retail sales, as presented in this Corporate Presentation, represents the sum of the revenue reported to the Company by franchisees of Spiritleaf-branded retail cannabis stores and by Company-owned Spiritleaf-branded retail cannabis stores. This measure is useful to management and the investment community in evaluating brand scale and market penetration, and is used by management of Inner Spirit to assess the financial and operational performance of the Company and the strength of the Company's market position relative to its competitors. This measure is provided as additional information to complement IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
FUTURE-ORIENTED FINANCIAL INFORMATION
This Corporate Presentation also contains future-oriented financial information and financial outlook information (collectively, “FOFI”) including, but not limited to, prospective annual revenue, prospective net profit, prospective system wide sales, and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this Corporate Presentation was made as of the date of this Corporate Presentation and was provided for the purpose of providing information about management’s current expectations and plans relating to the future, and for certain illustrative purposes. The Company disclaims any intention or obligation to update or revise any forward looking statements or FOFI contained in this Corporate Presentation, whether as a result of new information, future events or otherwise, unless required pursuant to applicable securities law. Readers are cautioned that the forward-looking information and FOFI contained in this Corporate Presentation should not be used for purposes other than for which it is disclosed herein. The forward-looking statements and FOFI contained in this Corporate Presentation are expressly qualified by this cautionary statement.
THIS CORPORATE PRESENTATION MAY NOT BE REPRODUCED, FURTHER DISTRIBUTED OR PUBLISHED IN WHOLE OR IN PART WITHOUT WRITTEN PERMISSION FROM THE COMPANY.
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Inner Spirit Holdings Ltd. is applying a successful franchise and corporate retail model to the recreational cannabis industry. With 44 stores currently
retail locations, and a proprietary brand portfolio under development, Inner Spirit is positioned as Canada's industry leader.
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Canada's leading retailer in the recreational cannabis market. The Canadian adult use market is currently worth up to $5.0B and is projected to grow to $7.0B by 2022. Low-cost and highly scalable franchising model to maximize ROI – more than 100 franchise locations either in operation or being developed in jurisdictions where permitted in Canada. Franchise system is being supported by corporate-owned stores in select markets. Strategic partnerships and collaborations with premium producers to create a fully integrated business model. Proven ability to license, open and
efficient manner. 44 stores located in AB, SK, BC and ON with plans for additional stores in these key markets in 2020. Proprietary house brands and a customer “rewards” program called The Collective are being launched to offer consumers premium product options and a market-leading retail experience. Highly experienced team and proven model with significant expertise in the cannabis, branding, consumer retail, real estate and franchising industries. Team is entirely focused on growing Spiritleaf cannabis retail store network.
Darren Bondar
President & CEO
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20 years experience in retail and franchise industries Previously founded retail franchise system in 1999 MBA from University of Alberta and Bachelor of Arts from Western Ontario University
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Chris Gulka
CFO
CPA and CFA with > 25 years business experience President of Working Capital Corporation since 1999 Founded Passport Energy Ltd., and was the CFO of Rochester Energy Corp.
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Cecil Horwitz
Business Development
Extensive experience in retail sales since 1999 Founder and clinical director of Whole Family Health Cannabis advocate for both health and recreational use
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Jeremy Lee
Controller
Experience across fjnancial reporting, controlling and fjnance functions Previously at Big 4 accounting fjrms and in industry roles Chartered Accountant designation in 2000
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Michael Ginevsky
Corporate Secretary
Corporate securities lawyer with experience in capital markets, corporate fjnance and M&A Since 2016, actively involved in advising businesses in the cannabis industry Law degree from the University
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Christine Kitz
Operations
Oversees business systems and
Previously held fjnancial, strategic and human resources positions within the retail sector
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Alisa Kuzmina
Creative Manager
Overseas ISH’s commitment to creative excellence Signifjcant experience working in the retail and franchise industries Degree in Communications with a Major in Information Design
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Christine Smith
Marketing & Communications
10 years progressive marketing & sales experience with tier 1 global companies Signifjcant experience in brand execution with a track record of excellence in delivering results Bachelor of Management degree with a major in Marketing from the University of Lethbridge
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Darren Bondar
President & CEO
20 years experience in retail and franchise industries Previously founded retail franchise system in 1999 MBA from University of Alberta and Bachelor of Arts from Western Ontario University
∙ ∙ ∙
Chris Gulka
CFO
CPA and CFA with > 25 years business experience President of Working Capital Corporation since 1999 Founded Passport Energy Ltd., and was the CFO of Rochester Energy Corp.
∙ ∙ ∙
David Margolus
Director
Former Managing Partner of Witten LLP Served on boards of Edmonton Regional Airports Authority, Liquor Stores N.A. Ltd., PowerComm
Bachelor of Arts and Law from the University of Alberta
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Jeff Tung
Director
COO of Auxly Cannabis Formerly co-founder of CPS Management Partners MBA from the Richard Ivey School of Business and Bachelor
the UBC
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Larry Wosk
Director
15 years experience at the Sauder School of Business 25 years in senior management positions President and CEO of companies across retail, real estate development, hospitality and consulting
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Craig Steinberg
Director
Former partner at Miller Thomson LLP >10 years experience as a private mortgage banker and corporate counsel Law Society of Alberta, Canadian Bar Association and Real Estate Council of Alberta
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Inner Spirit Holdings Ltd. is founded in Calgary, AB on March 16, 2017. ISH Formed Spiritleaf is first retail cannabis company granted membership in Canadian Franchise Association on June 16, 2017. CFA Membership Granted ISH awards its 100th franchise in February 2018 as it prepares for recreational cannabis legalization in Canada. Plans also established to operate complementary corporate stores in select locations. Franchise Concept Proven Inner Spirit is first cannabis retail and franchise company to complete an IPO and listing in Canada. IPO raises ~$3.75
trading on the CSE under the symbol “ISH” on August 1, 2018. Initial Public Ofgering Completed
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ISH unveils its Spiritleaf design
Retail Store Concept Unveiled Spiritleaf opens corporate stores in 2019 in high-profile locations in Calgary, Edmonton, Canmore, Jasper and Fort McMurray to further build out its retail footprint as regulatory restrictions ease in Alberta. Corporate Stores Added to the Mix ISH completes a brokered
debenture units for aggregate gross proceeds of ~$10 million
support comes from strategic partners Auxly and Tilray. Financing Achieved With legalization on October 17, 2018, ISH opens Spiritleaf franchised stores in Alberta and Saskatchewan. Additional stores follow in 2019 with B.C. and Ontario markets added. Company’s first store in Ontario
in Kingston. Stores Begin to Open ISH develops strategic partnerships, collaborations and investments with cannabis industry leaders such as Auxly Cannabis Group, HEXO Corp, Tilray and High Times magazine. Strategic Partnerships Delivered ISH continues to open stores and now has 44 stores operating across Canada. Legalization of edibles, extracts and topicals began in late 2019 as Cannabis 2.0 phase. Ontario and Saskatchewan retail markets further opened up for 2020. Stores Opening at Rapid Clip
Current consumers are expected to buy nearly two-thirds of products from legal retailers Legalization has attracted a more conservative experimenter – typically one who is aged 35-54, has a university education, and has family or other responsibilities With legalization, frequent cannabis consumers are able to buy products more often Edibles, extracts and topicals entered market in late 2019 and early 2020, and are driving further demand
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Current and likely consumers are purchasing the majority of products at physical retail locations Consumers are demanding high quality-products at a range of competitive price points Privacy and security when purchasing are key considerations for consumers
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Shift Towards Legal Consumption
2
Demand For Retail Experience
3
Substantial Market Size
1
Population of Adult Consumers Annual Consumption Volume in Grams per Consumer Price per Gram
X X $7.0B by FY22
Estimated Total Adult Use Market Size
=
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Build an iconic Canadian brand and a network of recreational cannabis stores across Canadian jurisdictions where private distribution of cannabis is legal Sell select brands together with our proprietary licensed brands through
distribution channels Utilize a low Cap Ex franchise and streaming strategy to maximize ROI and scalability
$25,000 upfront franchise fee 5% royalty on gross sales 1% of gross sales allocated to Spiritleaf’s advertising fund
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Spiritleaf is Canada's leading recreational cannabis brand
ALBERTA
∙ Currently a market leader in retail stores with 37 locations open ∙ Corporate stores in Calgary, Edmonton, Canmore, Jasper and Fort McMurray ∙ Additional licences expected on regular basis in 2020
BRITISH COLUMBIA
∙ 5 stores currently open (Castlegar, Maple Ridge, Penticton, Vernon and West Kelowna) ∙ 1 store in final stages of licensing (Kelowna) ∙ Expected to reach Province's 8 store maximum
ONTARIO
∙ Retail partner store open in Kingston ∙ Secured prime locations and leases throughout Province ∙ Multiple franchises and corporate stores ready for licensing to begin in 2020 under revised provincial guidelines ∙ Projecting to reach Province's 75 store maximum
SASKATCHEWAN
∙ Moose Jaw store open ∙ E-commerce sales platform launched to provide
∙ Province moves to open licensing market in 2020 with Spiritleaf expected to expand retail presence with franchised and corporate stores
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Open spaced opportunity to re-imagine the typical retail environment of a cannabis store
Stores offer an impressive selection of products, knowledgeable staff and a welcoming and comfortable environment
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First Cannabis company to receive membership in the Canadian Franchise Association
Best in class retail experience with more than 100 franchise partnerships with local entrepreneurs
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R E TA I L P E R F O R M A N C E : S Y S T E M W I D E
Jun 2019 Jul Aug Sep Oct
5,500,000 5,000,000 4,500,000 4,000,000 3,500,000 3,000,000 2,500,000 2,00,000 1,500,000 1,000,000 500,000
System-Wide Retail Sales* (Canadian Dollars)
1,602,510 2,228,264 3,034,706 3,772,194
* System-wide retail sales is a non-IFRS financial measure. See 'Non-IFRS Financial Measures" disclaimer.
Nov
4,421,439 4,431,120
Dec
5,005,249
F L O W E R S / P R E - R O L L S / O I L S & E X T R A C T S
Anticipated to be one of the most discreet, disposable vaporizers
cannabis oil. No smell, no lighter, no charging, no prep, no hassle.
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TSX.V: XLY Collaboration on retail initiatives including product acquisition and in-store marketing and branding TSX: HEXO ISH licensed to distribute and sell High Times magazines in Spiritleaf stores ISH holds 11,000 shares of class A common stock of High Times Holding Corp.
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Retail distribution of Up Cannabis products and the creation of Up Cannabis-branded customer lounges in select Spiritleaf stores NASDAQ: TLRY Partnered and invested in ISH Collaboration agreement with Spiritleaf stores for High Park products and they support our charitable endeavours
Opportunity to participate in Canada’s emerging recreational cannabis market through leading national retail brand. Platform to invest in a proven revenue-generating business model with more than 100 franchise agreements with local entrepreneurs in place supported by corporate-owned stores in select high-traffjc markets. Major 2020 expansion potential in Ontario, Alberta, Saskatchewan and British Columbia. Bringing 20 years of franchise, branding, retail, marketing & real estate experience and a proven model to the recreational cannabis retail market. Successfully opened a new Spiritleaf retail cannabis store approximately every 10 days during 2019. Aligned with key strategic partners to create a fully integrated business model.
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Capital Structure (January 31, 2020)
Common Shares Options and Warrants Convertible Debentures Total Equity Shares (fully converted)
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Top 5 shareholders own ~40% Capital light business model Share Purchase Warrants (ISH.WT) and 12% Senior Secured Convertible Debentures (ISH.DB) listed May 24, 2019 217,090,837 70,896,977 40,000,000 327,987,814
www.innerspiritholdings.com