DISCLAIMER This documentation is a presentation (the Presentation ) of general background information about Liberty Health Sciences Inc. s ( Liberty Health Sciences ) activities current as of July 7, 2017. It is information in a summary form and does not purport to be complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. These should be considered, with or without professional advice, when deciding if an investment is appropriate. This Presentation does not constitute or form part of any offer for sale or solicitation of any offer to buy or subscribe for securities nor shall it or any part of it form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever. Recipients of this Presentation who are considering acquiring securities of Liberty Health Science are reminded that any such purchase or subscription must not be made on the basis of the information contained in this Presentation but are referred to the entire body of publicly disclosed information regarding Liberty Health Science. The information contained in this Presentation is derived solely from management of Liberty Health Science and otherwise publicly available information concerning Liberty Health Science and does not purport to be all-inclusive or to contain all the information that an investor may desire to have in evaluating whether or not to make an investment in Liberty Health Science. The information has not been independently verified and is subject to material updating, revision and further amendment, and is qualified entirely by reference to Liberty Health Science s publicly disclosed information. 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Each prospective investor should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. Certain statements in this Presentation may constitute forward-looking information, including future-oriented financial information and financial outlooks, within the meaning of applicable securities laws. Forwardlooking information may relate to Liberty Health Science s future outlook and anticipated events or results and may include statements regarding Liberty Health Science s financial results, future financial position, expected growth of cash flows, business strategy, budgets, projected costs, projected capital expenditures, taxes, plans, objectives, potential synergies, industry trends and growth opportunities. 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Forward-looking statements contained herein are made as of the date hereof and Liberty Health Science and its directors, officers and employees disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. 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, you should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. All forward-looking information is expressly qualified in its entirety by this cautionary statement. Forward-looking information and other information contained herein concerning management s general expectations concerning the medical marijuana industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which management believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, industry data is subject to change based on various factors. This Presentation may not be reproduced, further distributed or published in whole or in part by any other person. Neither this Presentation nor any copy of it may be taken or transmitted into or distributed in any other jurisdiction which prohibits the same except in compliance with applicable laws. Any failure to comply with this restriction may constitute a violation of applicable securities law. Recipients are required to inform themselves of, and comply with, all such restrictions or prohibitions and Liberty Health Science does not accept liability to any person in relation thereto. LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 2
Who We Are Liberty is one of seven licensed producers and sellers of medical marijuana in the State of Florida Our Expertise: Industry Leading Greenhouse Operators Thorough knowledge of regulated industries Strong management team Our Commitment: To become the low cost producer, utilizing Aphria s innovative greenhouse methods and technology To produce pharmaceutical grade marijuana of the highest standard To continuously improve and innovate our offerings with our science based approach LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 3
Investment Highlights High growth potential Goal of becoming lowest cost producer with expertise of Aphria Florida license to sell medical marijuana provides critical barrier to entry Seed to Sale certified with quality control exceeding industry standards Strong Balance Sheet with over $10MM of cash and no debt Significant near and mid-term opportunities for growth Experienced and Experienced capable management and capable team management team LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 4
Our Team George Scorsis Chief Executive Officer 20+ Years in CPG regulated products Former President of Mettrum Health Corp building it to a $430M business prior to its acquisition by Canopy Growth Corp Former President of Red Bull Canada where he was instrumental in growing Red Bull Canada into a $150M business Former Executive Leader at Bacardi Canada where he was fundamental in new product developments and launches Rene Gulliver, CPA, CA Chief Financial Officer 30+ Years in a CFO role Former CFO at Dream Global REIT Capital markets experience, raising in excess of $500 million of capital over 3 years Extensive international M&A experience with acquisitions, divestitures, and financings History of collaborative coaching with a leadership style that fosters high performing teams LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 5
Our Board Vic Neufeld Co-Founder, CEO, Aphria 20+ Years in Pharma CEO of Jamieson Laboratories (1993-2014) Demonstrated vision, growth & performance Aaron Serruya CEO, YogenFrüz Leader in franchises, co-founder and CEO of YogenFrüz Winner of numerous awards for business excellence Will lead the dispensary expansion initiative in Florida and other states where investments are made John Cervini Co-Founder, VP Infrastructure & Technology, Aphria 20+ Years in Agri-business Fourth generation greenhouse grower Proven growth & expansion track record LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 6
Equity (As of July 14, 2017) Strong Balance Sheet With $10MM in Cash and no Debt CAPITAL STRUCTURE S hares(mm) % of Fully Diluted Shares Outstanding Aphria Inc. Management & Board ownership Prior entity shareholders Notable shareholders 106,864,103 25,360,574 40,681,482 111,115,062 37.20% 8.83% 14.16% 38.68% Basic shares outstanding 284,021,221 98.87% z Warrants @ $0.624 Options @ $0.40 Options @ $0.95 2,995,192 250,000 Fully diluted shares outstanding 287,273,080 100.00% 6,667 1.04% 0.09% Experienced and 0.00% capable management team LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 7
Florida Market (1)(2) Population: 20,600,000 Market: $1.6bn by 2020 Qualifying Patients: 6,065,927 (30%) Registered Patients: 23,350 (up 39% in 5 weeks) Diverse Patient (3) Base (5) Ordering Physicians: 944 (up 15% in 5 weeks) (4) No. of Licenses: 7 (6 have authorization to dispense) Dispensaries: 25 dispensaries / license (only 14 locations currently statewide) THC Limit: Less than 0.8% CBD Limit: No less than 10% Legal Product Scope: Cannabis Oil and Edibles By 2020, Florida is projected to have a larger medical marijuana market than Colorado ($1.6bn vs. $1.5bn) Canada has approximately 800k people per license in comparison to Florida which has 3MM people per license (1) The State of Legal Marijuana Markets, 5 th Ed, published by Arcview Market Research in partnership with BDS Analytics, *Potential Rec Market in 2021 (2) https://mjbizdaily.com/florida-lawmakers-reach-agreement-medical-marijuana-rules/; https://www.greenroadsworld.com/pages/cbd-oil-in-florida (3) CDC, Arthritis Foundation, Aidsview, Hepview, Prevent Blindness America, American Academy of Neurology, National Centre for PTSD (4) There are 7 licenses currently issued. 3 additional licenses will be issued pending certain conditions (5) There are 26 other conditions outlined in the Florida MMJ regulations LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 8
Current Florida Operations Square Footage: 13,000 sq. ft. # People Employed: 14 Current # of Patients Served: 200 Current Growing Capacity: 700kg per year Location: Alachua County, Florida Total acreage: 36 acres (1) (2) # of Dispensaries Owned: (0) The Florida operations are starting to realize the benefits of Aphria`s approach to production. Since being acquired by Liberty, production has increased by 15% (1) Currently in discussions to purchase land from land owner. Expected to close Fall 2017 LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 9
Future Plans for Florida Liberty s growth in Florida will come through our expansion in three critical areas: Capacity Dispensaries Patient Count 10 LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 10
Capacity Prod. Capacity: 2000kg annually Facility: 26,000 sq.ft. July 2017 January 2018 December 2018 Prod. Capacity: 700kg annually Facility: 13,000 sq.ft. Prod. Capacity: 25,000kg annually Facility: 435,600 sq.ft. 11 LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 11
Dispensaries Geographic Target Criteria: General Population Number of Prescribing Doctors Number of Adult Lifestyle Communities Veteran Population October 2017: Orlando December 2017: Fort Lauderdale, Miami, Jacksonville June 2018: Villages, Tallahassee, Tampa, Pensacola THE BOARD EXPERT: Serruya Private Equity Serruya Private Equity (SPE), specializes in acquiring and organically growing franchise operations. SPE`s enterprise currently spans a total of 5100 locations across 27 countries. Founded by Michael and Aaron Serruya, co-founders of Yogen Fruz 30 years ago, SPE is an enterprise which has annual system-wide sales of over $1.5 billion. SPE`s Aaron Serruya will be leading the dispensary rollout and will be providing insight into building a leading chain of dispensaries. LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 12
grams sold Patients Patient Count 12,000,000 10,000,000 8,000,000 Growth Driven by 1. Leaders in Professional and Medical Outreach 2. Increased Accessibility due to Dispensaries 3. Increased Capacity 100,000 90,000 80,000 70,000 6,000,000 Phase 3: 435,600 sq. ft. 60,000 50,000 4,000,000 2,000,000 Phase 1: 13,000 sq. ft. Phase 2: 26,000 sq. ft. 40,000 30,000 20,000 10,000-2017 2018 2019 2020 2021 2022 2023 - grams sold Patients 13 LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 13
US Adoption of Legal Cannabis (July 2017) (1) (1) The State of Legal Marijuana Markets, 5 th Ed, published by Arcview Market Research in partnership with BDS Analytics LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 14
Appendix 15 LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 15
Public Company Comps (As of July 18, 2017) (1) Consensus Estimates ($MM) Price/Sales EV/Adj.EBITDA Company Name Ticker Stock Price Fully Diluted S/O (MM) Cash ($MM) Total Debt ($MM) Market Cap ($MM) EV ($MM) US2017e Sales US2018e Sales 2015e Adj. EBITDA US2016 Adj. EBITDA US2017e Adj. EBITDA US2018e Adj. EBITDA 2017e 2018e 2017e 2018e US MMJ LP Stocks CannaRoyalty Corp. CNNRF-US $2.15 41.8 $15 $6 $90 $80 #N/A #N/A #N/A #N/A #N/A #N/A N/A N/A N/A N/A ianthus Capital Holdings, Inc. IAN-CA $2.50 16.0 $16 $13 $40 $37 $7 $51 #N/A ($3) $2 $15 5.6x 0.8x 19.1x 2.5x MariMed Inc MRMD-US $0.65 64.2 $1 $5 $42 $46 #N/A #N/A #N/A $1 #N/A #N/A N/A N/A N/A N/A Friday Night, Inc. TGIF-CA $0.08 49.3 $3 $0 $4 $1 #N/A #N/A #N/A $1 #N/A #N/A N/A N/A N/A N/A Canadian Bioceutical Corporation BCC-CA $0.27 41.9 $18 $95 $11 $88 $23 $43 #N/A ($1) $3 $10 0.5x 0.3x 26.8x 8.6x Comparables Average 3.1x 0.5x 22.9x 5.5x Canadian MMJ LP Stocks CAD 2018e Sales 2019e Sales 2016 Adj. EBITDA 2017e Adj. EBITDA 2018e Adj. EBITDA 2019e Adj. EBITDA 2017e 2018e 2017e 2018e Aurora Cannabis Inc. ACB-CA $2.47 389.6 $126 $2 $962 $838 $196 N/A -$2 $24 $78 N/A 12.5x 4.9x 35.1x 10.8x Cannimed Therap. Inc. CMED-CA $9.69 24.8 $59 $18 $240 $199 $39 $76 $0 $0 $12 $31 14.8x 6.1x 577.5x 17.1x Canopy Growth Corp. WEED-CA $7.81 168.7 $87 $7 $1,318 $1,238 $256 $377 -$13 -$3 $36 $104 14.1x 5.2x NEG 34.5x The Cronos Group MJN-CA $2.33 181.5 $20 $0 $423 $403 $48 $150 N/A -$3 $11 $59 52.5x 8.8x NEG 38.0x Emblem Corp. EMC-CA $1.88 118.2 $20 $0 $222 $202 $32 $90 N/A -$7 $3 $29 37.7x 6.9x NEG 75.6x Experienced and capable management team MedReleaf Corp. LEAF-CA $8.09 94.6 $86 $10 $765 $689 $103 $235 $0 $5 $34 $93 19.2x 7.4x 134.8x 20.2x Organigram Holdings OGI-CA $2.41 111.7 $62 $3 $269 $210 $57 N/A $0 $4 $21 N/A 14.4x 4.7x 57.0x 10.2x Supreme Pharma FIRE-CA $1.16 315.0 $67 $4 $365 $302 $66 $124 -$3 -$1 $17 $49 24.1x 5.5x NEG 17.5x Aphria Inc. APH-CA $6.32 147.9 $167 $31 $934 $799 $125 $363 $4 $11 $51 $135 28.3x 7.5x 72.7x 15.7x Comparables Average 24.2x 6.3x 175.4x 26.6x Tobacco Producers Altria Group Inc. MO-US $73.33 1939.0 $5,228 $13,884 $142,187 $150,843 $19,785 $20,238 $8,693 $9,293 $10,005 $10,445 7.2x 7.0x 15.1x 14.4x Philip Morris Int'l, Inc. PM-US $119.64 1553.0 $5,076 $31,346 $185,801 $212,071 $28,399 $30,685 $11,551 $11,657 $12,563 $13,952 6.5x 6.1x 16.9x 15.2x Reynolds American RAI-US 65.00 1429.5 $3,154 $13,152 92,918 102,916 $12,929 $13,447 $4,564 $6,006 $6,364 $6,816 7.2x 6.9x 16.2x 15.1x Vector Group Ltd. VGR-US $20.90 125.6 $513 $1,155 $2,624 $3,266 $1,735 N/A $243 $280 $268 N/A 1.5x N/A 12.2x N/A Comparables Average 5.6x 6.7x 15.1x 14.9x (1) Source: FactSet, SEDAR, Thomson Reuters LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 16
Future States of Interest (1) Ohio Connecticut Maryland Pennsylvania Population: 11,600,000 Population: 3,600,000 Population: 6,000,000 Population: 12,800,000 Qualifying Patients: 2,804,359 (24%) Qualifying Patients: 736,089 (20%) Qualifying Patients: 1,826,848 (30%) Qualifying Patients: 3,024,000 (24%) No. of Licenses: 12 (2) No. of Licenses: 9 No. of Licenses: 15 No. of Licenses: 12 Ohio Status: Application submitted License to be issued in September 2017 Facility to be purpose built from ground-up The Target Market Size, including Florida totals 14,457,223 patients on a population of 54,603,937 people (1) The State of Legal Marijuana Markets, 5 th Ed, published by Arcview Market Research in partnership with BDS Analytics (2) There will be 12 large scale growing licenses (25k sq. ft.) and 12 small scale growing licenses (3k sq. ft.) 17 LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 17