SMALL-BATCH EXCELLENCE. LARGE-SCALE EXECUTION. December 2019 CSE: - - PowerPoint PPT Presentation

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SMALL-BATCH EXCELLENCE. LARGE-SCALE EXECUTION. December 2019 CSE: - - PowerPoint PPT Presentation

CSE: ROMJ | OTCQX: ROMJF SMALL-BATCH EXCELLENCE. LARGE-SCALE EXECUTION. December 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,


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SMALL-BATCH EXCELLENCE. LARGE-SCALE EXECUTION.

CSE: ROMJ | OTCQX: ROMJF December 2019

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Disclaimer

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.

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Rubicon Organics Overview

Turning Superior Bud into Super-Premium Brands

Rubicon Organics Inc. is a Canadian Licensed producer focused on winning the certified-organic, super-premium segment

✓ Highly Differentiated Offering

Very few producers can produce high-quality product organically. There are currently only six licensed producers that have organic certification in Canada and only three that are focused on producing high-quality flower.

✓ Extensive CPG Experience to Drive Revenue Growth

Building a portfolio of high-quality brands and ensuring product innovation to drive revenue growth.

✓ Significant Insider Ownership

Under 40 million shares outstanding with 56% owned by insiders, who buy regularly on the open market.

✓ Pioneers in Organic Cannabis Cultivation

The cultivation team behind Whistler Medical Marijuana Corp. (“WMMC”), acquired by Aurora Cannabis for $175 million.

✓ Proven Organic Cultivation Methods

Cultivation method has been proven successful in Washington State and led to licensing agreement with iconic California brand, Cookies.

✓ High Margin Potential

“Good, Better, Best” Consumer Packaged Goods (CPG) pricing strategy across multiple brands when combined with low cultivation costs expected to result in industry leading profit margins.

1 2 3 4 5 6

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Pioneers in Organic Cannabis Cultivation

  • 15 years of cultivation and consulting experience in the

medical marijuana field.

  • Co-founded Whistler Medical Marijuana Corp. (“WMMC”)
  • Instrumental in the license application process with Health

Canada.

  • Oversaw design and construction of the facility and workflows.
  • Co-developed cultivation system, including conversion to
  • rganic cultivation.
  • WMMC became Canada’s first certified organic cannabis

producer and was acquired by Aurora Cannabis in January 2019 for C$175 million.

  • +10 years of experience in organic cultivation; six years refining

and perfecting organic cannabis cultivation methods.

  • Chief Agronomist for six years conducting award-winning R&D

at Origin O, one of the largest organic tomato greenhouses in North America.

  • Developed the organic cannabis cultivation methodology at

WMMC that proved organic cultivation can generate yields comparable with non-organic cultivation.

  • Recognized expert for organic cannabis cultivation who wrote

the Certified Organic Cannabis Standard in Canada for the Fraser Valley Organic Producers Association.

Prior Successful Commercialization of Cannabis

Jesse McConnell - Chief Executive Officer & Co-Founder Peter Doig - Chief Scientific Officer & Co-Founder

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  • Organic cannabis is extremely difficult to grow at scale and

costly to produce indoors.

  • Rubicon Organics has been able to replicate indoor

production quality of organic cannabis on a commercial scale using hybridized greenhouse facilities.

  • The company’s flagship hybrid facility is located in Delta, B.C.:
  • 20-acre facility in temperate climate zone
  • Fully licensed 125,000-sq.-ft. facility with 80,000 square

foot of flowering canopy space divided into five climate- controlled compartments with LED Lighting

  • First commercial-scale harvest of certified organic

cannabis completed in November 2019

  • First recreational brand launched in December 2019
  • The Company also owns a 40,000-sq-ft facility in Washington

State which is leased to a state-licensed operator(1) using Rubicon Organics’ proprietary cultivation methods.

British Columbia Facility Overview Washington Facility Overview

Size: 125,000 sq. ft. Size: 40,000 sq. ft. Capacity: 11,000 kg/year Capacity: 4,500 kg/year Licenses: Cultivation & Processing (February 2019) License: Cultivation license (November 2018) Status: Commercial-scale cultivation began mid-June 2019 Status: Commercial-scale cultivation began early 2019 Ownership Structure: Facility is wholly

  • wned and operated by Rubicon Organics

Ownership Structure: Facility is wholly

  • wned by Rubicon Organics and leased to

a state-licensed operator(1)

(1) According to the Washington State Liquor and Cannabis Board, cannabis facilities must be operated by an I-502 Tier 3- licensed operator that are residents of Washington State.

Small-Batch Excellence. Large-Scale Execution.

Premium Organic Quality at SCALE

First commercial crop growing at Delta, BC, facility

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  • Goal is to produce high-quality cannabis at operational costs of

33% to 50% less than indoor operations. ➢ Currently tracking towards <$1 production cost with a goal of $0.50/gram.

  • Rubicon Organics’ first recreational brand, Simply BareTM, will

retail for $13 - $15 per gram*. Pricing is supported by the qualities and features of the flower which include:

  • 100% certified organic
  • Hand crafted, soil grown
  • Cold cured for 14 days
  • High potency THC levels
  • Minimum of one large bud per jar with maximum of 6 buds
  • Popularity/rarity of strains
  • Outstanding terpene levels

High Margin Potential

Combining Low-Cost Operations and Premium Prices

* Price variance accounts for provincial differences.

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Out of ~200 LPs, there are only six certified

  • rganic producers* in Canada, and even fewer are

focused in the super-premium category.

  • Rubicon Organics is one of just two companies to

be certified organic by the Fraser Valley Organic Producers Association (FVOPA).

  • FVOPA is Canada's pre-eminent certification body

for organic operators with an internationally recognized certification program that is compliant with ISO 17065, Canadian Organic Standards and B.C. Certified Organic programs.

Highly Differentiated Offering

Close up of bud grown in Rubicon Organics’ Washington facility

https://www.nielsen.com/us/en/insights/news/2018/was-2018-the-year-of-the-influential-sustainable-consumer.html * These are Rubicon Organics, Whistler Medical Marijuana Company (part of Aurora Cannabis), The Green Organic Dutchman, 48North Cannabis, Emerald Health Therapeutics, MediPharm Labs. **FVOPA Organic Certification is held under Vintages Organic Cannabis Company Inc., a wholly owned subsidiary of Rubicon Organics Inc. Other certifying bodies include Ecocert and Procert.

Certified Organic + Super-Premium Cannabis is RARE

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  • Significant benefits over non-organic cannabis:

✓ Higher terpene and cannabinoid levels ✓ Richer flavor and taste ✓ Toxin-free ✓ Environmentally friendly

  • Over 47% of Canadian cannabis consumers prefer
  • rganically grown product(1)
  • There is currently a 25-40% price premium for organic

product high-quality, organic products.

  • 2018 was the year of “The Sustainable Shopper”(2)

Millennials are willing to pay more for sustainably (90%) and organically (86%) produced products.

(1) Topline Report - prepared by Hill+Knowlton Strategies (Dec 20, 2017)

(2) https://www.nielsen.com/us/en/insights/news/2018/was-2018-the-year-of-the-influential-sustainable-consumer.html

Why Certified Organic?

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A Pure & Elevated Consumer Experience

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Building Super-Premium Brands

  • 20 years of experience working across luxury, CPG and food

& beverage industries around the world.

  • Extensive expertise related to marketing in highly regulated

industries and known for driving commercial rigor throughout the P&L for maximum growth potential.

  • Prior to joining Rubicon Organics, Mr. Roberts held senior

leadership positions at Red Bull (South America, Caribbean, New Zealand), Diageo (Africa), Innocent Drinks (UK) and Procter & Gamble (UK).

  • Over 20 years of innovation and brand building experience for

globally renowned CPG companies.

  • Proven track record of developing successful brands in a

rapidly evolving industry.

  • Prior to joining Rubicon Organics, Ms. Ramsey held senior

leadership positions at Diageo, Beiersdorf and The Body Shop.

From Amazing Bud into Amazing Brands

Tim Roberts – President, North America Melanie Ramsey - VP Marketing and Innovation

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  • Similar to other CPG categories such as the

spirits/liquor market, where 32% of the market is captured in the super-premium category.(1)

  • Growth in spirits market is propelled by

premiumization, with super-premium category growing at CAGR of 3.8x to that of the premium

  • category. (Source: LEK1)
  • Consumers, particularly millennials, are

bypassing the value and premium liquor store shelves in search of high-end, super-premium products.(1)

  • Rubicon is taking a CPG approach to brand

development by designing a unique and captivating consumer narrative, backed by the superior quality

  • f the product.

CPG Approach to Cannabis Branding

(1) Top 10 Trends Affecting Spirits Industry : https://www.lek.com/insights/ei/top-10-trends-affecting-spirits-industry

Super Premium 32% Spirits Market Breakdown by Quality and market share Premium / Value Premium/Value 68%

Billions $

Super-Premium

Consumer Insight, Brand Proposition & Integrated Design

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  • Rubicon Organics has deep CPG experience at both the

executive and commercial level.

  • Classic CPG tiered pricing strategy of ‘Good, Better,

Best’ to maximize gross margin across segments -- three recreational brands to be launched in Canada in Q4/2019 - H1/2020: 1) Super-Premium Small-Batch Reserve (Best) 2) Super-Premium (Better) 3) Premium (Good)

  • Medical white-label sales expected to launch in H1/2020.
  • Wholesale brand for EU export expected in H2/2020.
  • Product Innovation pipeline includes extracted

products for launch in H1/2020.

CPG Team To Be Key Revenue Driver

Applying CPG strategies to Cannabis Market

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  • Launched in December 2019, initial product offerings

include: 1) BC Organic Blue Dream – Organic version of classic sativa-dominant strain with THC potential of 22.0% and terpene profile of 3.5%. 2) BC Organic Creek Congo – Rare sativa-dominant hybrid with THC potential of 18.5% and terpene profile of 2.7%.

  • The brand provides recreational consumers access to

certified organic, high-quality cannabis that is pure, terpene-rich and flavourful.

  • Under its commitment to sustainability, Simply BareTM

flower will only be available in recyclable glass jars with no additional, unnecessary external boxing.

Simply BareTM

First Recreational Brand Launched in Canada

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Past & Future Milestones

Q4 2019 - H1 2020

Launch High-Quality Organic Brands in Canada Obtain Sales License from Health Canada Provincial Cannabis Board Sales Registration Supply Agreements with Provincial Distributors

H1 - H2 2020

Launch oil products in Canada Medical white-label sales launch Expansion of Delta to include outdoor cultivation for oils production

Future Milestones

Completed Environment al Farm Plan November 2019

Delta Facility completes first commercial harvest

Launched Simply BareTM Brand in Canada

December 2019

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*

  • Less than 40 million shares outstanding
  • Insiders own 56% of shares
  • Insiders consistently buy on the open market

MARKET OVERVIEW OWNERSHIP STRUCTURE

Market Overview

Ticker CSE: ROMJ OTCQX: ROMJF Share Price (as of December 3, 2019) C$1.45 52-Week High / Low C$3.47 / $1.45 Market Capitalization C$60.0 million

Market Overview # of Shares %

Founders & Management 22,307,985 56% Public Float 17,658,440 44% Total Shares Outstanding 39,966,425 100% Options 5,525,250 Warrants 7,331,442 Deferred Share Units 75,000 Fully Diluted Shares 52,898,117

Market Highlights One-Year Share Price Performance

Stock & Market Information

Analyst Coverage

Firm Analyst Rating & Target Price Mackie Research Greg McLeish BUY - $4.00

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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 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

Management & Board

Significant Cannabis Legacy, Corporate Governance and CPG Expertise

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CSE: ROMJ | OTCQX: ROMJF

APPENDIX

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Why Hybrid Facilities?

Best of Both Worlds (Indoor and Greenhouse)

  • Utilizes both industry-leading LED (light-emitting

diode) technology and supplemental sunlight allowing Rubicon Organics to produce organic cannabis at scale at the highest possible quality.

  • Hybrid greenhouses create by design temperature

stratification that encourages natural convection via heat, vent, and air circulation with canopy fan loops.

  • They create an active growing environment that

mimics the natural environment in all the best ways and to match natural plant rhythms.

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Responsible & Sustainable Cultivation

WATER CONSERVATION ▪ 100% rain water collection and recycling ▪ Precision, sensor-based watering reduces water consumption ▪ Condensate traps, moisture sensors, used to recycle all water vapor collected from processing SOIL CONSERVATION ▪ Manufacture all fertilizer and soil in house with 100% Canadian, Certified Organic inputs ▪ Soil is reused in perpetuity ▪ Crop residue is composted on site ENERGY SUSTAINABILITY ▪ Solar Powered – grown under the sun ▪ LED lighting reduces energy consumption ▪ Net-zero energy – all electricity generated through hydro- power ▪ Net-zero waste – all carbon-dioxide generated used as crop supplement ENVIRONMENTAL FARM PLAN ▪ An Environmental Farm Plan has been implemented following the commencement of commercial cultivation in mid-2019 ▪ Benefits of completing an EFP include improved sustainability of British Columbia’s agricultural industry; recognition of efforts to manage land in an environmentally sustainable manner; and improved relationships with environmental agencies

Delta Facility – Sustainable Cultivation

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Funds Raised & Detailed Capital Structure

Detailed Share Capital Structure

Financing Rounds Date Funds Raised ($M) Share Price ($/Share) Initial Financing Dec 2015 US$7.7M US$1.00 2016 Financing Sept 2016 US$1.5M US$1.00 2016 Warrants Exercise Dec 2016 US$4.5M US$1.50 2017 Financing Jan 2018 US$9.3M US$2.00 2018 Special Warrant / Unit Financing July 2018 C$13.2M C$3.25 2019 Financing August 2019 C$8.5M C$2.70 Total Funds Raised C$51.1M Debt Rounds Amount (C$) March 2019 $5,000,000 April 2019 $3,355,000 May 2019 $5,000,000 July 2019 $500,010 Total Debt Raised $13,855,010 Tranche Number of Units Exercise Price Stock Options December 17, 2020 – August 17, 2021 1,984,000 US$1.00 January 12, 2022 80,000 US$1.50 July 31, 2022 – January 21, 2023 305,000 US$2.00 July 31, 2023 – September 20, 2024 2,806,250 $3.25 September 24, 2023 350,000 $8.15 Total Stock Options 5,525,250 Warrants (July 2018) 2,038,009 $4.20 Broker Warrants (July 2018) 183,431 $3.25 Loan Warrants (April – July 2019) 1,771,002 $4.50 Warrants (August 2019) 3,150,000 $3.50 Broker Warrants (August 2019) 189,000 $2.70 Total Warrants 7,331,442

Financing & Debt Rounds

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CONTACT US

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

CSE: ROMJ | OTCQX: ROMJF