IMC Investor Presentation January 2020 v1 - IMCannabis · 4vszir 3tivexsv mr -wveip )9 *ssxtvmrx mr...

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LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL EXPANSION January 2020

Transcript of IMC Investor Presentation January 2020 v1 - IMCannabis · 4vszir 3tivexsv mr -wveip )9 *ssxtvmrx mr...

Page 1: IMC Investor Presentation January 2020 v1 - IMCannabis · 4vszir 3tivexsv mr -wveip )9 *ssxtvmrx mr +ivqer] 7temr 4svxykep erh +viigi)9 +14 tvshygx erh stivexmrk wxerhevhw -1'ex e

LEVERAGINGISRAELI CANNABIS EXPERTISE FOR GLOBAL EXPANSION

January 2020

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Disclaimer

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General

The information found herein, and any other materials provided by IM Cannabis Corp. (“IMC” or the “Company”), are intended solely for discussion purposes and are not intended as, and do notconstitute, an offer to sell or a solicitation of an offer to buy any security, and should not be relied upon by you in evaluating the merits of investing in any securities. These materials are not intended fordistribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation.

The Company believes the information contained in this document to be reliable but makes no warranty or representation, whether express or implied, in respect of, and assumes no legal liability for, theaccuracy, completeness or usefulness of any information disclosed. Any estimates, investment strategies, and views expressed in this document are based upon current market conditions, and/or dataand information provided by unaffiliated third parties, and are subject to change without notice.

All information and data provided in this presentation is strictly private and confidential. No person is authorized to copy or re-distribute any materials in this presentation without the express permissionof IMC.

All currency values are denominated in Canadian dollars unless otherwise specified.

Market and Industry Data

This presentation includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Third-party sources generallystate that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Althoughwe believe it to be reliable, we have not independently verified any of the data from third-party sources referred to in this presentation, or analyzed or verified the underlying studies or surveys relied uponor referred to by such sources, or ascertained the underlying economic assumptions relied upon by such sources.

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Disclaimer

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Forward-Looking Statements

This presentation contains forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that maycause our, or our industry’s, actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed,implied or inferred by these forward-looking statements. Such risks and uncertainties include, but are not limited to, the costs of compliance with and the risk of liability being imposed under the laws inwhich IMC operates under including environmental and health product regulations, negative changes in the political environment or in the regulation of medical cannabis and IMC’s business in the stateof Israel or in the European Union; risks relating to cannabis being illegal under US federal law and risks of US federal enforcement actions related to cannabis; negative shifts in public opinion andperception of the cannabis industry and cannabis consumption; increasing competition in the industry; risks relating to rising energy costs; risks of product liability and other safety related liability as aresult of usage of IMC’s cannabis products; negative future research regarding safety and efficacy of cannabis and cannabis derived products; risk of shortages of or price increases in key inputs,suppliers and skilled labor; a lack of reliable data on the medical and adult-use cannabis industry; loss of intellectual property rights or protections; cybersecurity risks; constraints on marketingproducts; fraudulent activity by employees, contractors and consultants; tax and insurance related risks and risk of litigation.

These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are based upon management’sbeliefs and assumptions and are made as of the date of this presentation. In light of the significant uncertainties inherent to the forward-looking statements included in this presentation, the inclusion ofsuch information should not be regarded as a representation or warranty by us or any other person that our objectives and plans will be achieved in any specified time frame, if at all.

This presentation also contains financial projections. Financial projections are forward-looking statements, and actual results could vary materially from the projected results. Our financial projectionswere not prepared with a view toward compliance with applicable GAAP and have not been examined, reviewed or compiled by our accountants. Our projections represent our estimates as of the dateof this presentation. Although our projections are based upon estimates and assumptions that we believe are reasonable, they are subject to significant business, economic and competitiveuncertainties and contingencies, many of which are beyond our control. Further, the degree of uncertainty inherent in our projections may increase significantly as any projections become out of date.There can be no assurance that we will achieve the results indicated. Indeed, actual results will vary from our projections, and the variations may well be material. Consequently, the fact that we haveprovided financial projections to you should not be regarded as a representation by anyone that they will be realized.

You should not place undue reliance on these forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to update or revise any forward-lookingstatements included in this presentation.

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Disclaimer

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United States Securities Laws

This presentation is not a prospectus or an offering memorandum pursuant to applicable US securities laws. The securities of IMC have not been and will not be registered under the United Statesfederal or state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, “U.S. Persons” as such term is defined in Regulation S under the United StatesSecurities Act of 1933, as amended (the “U.S. Securities Act”), unless an exemption from registration is available. Prospective investors will be required to represent, among other things, that they meetthe definition of “accredited investor” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) and are familiar with and understand the terms of the offering and have all requisiteauthority to make such investment.

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Disclaimer

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Israel Business Structure

Current Israeli law prohibits any person from acquiring 5% or more share ownership of an Israeli company licensed to engage in cannabis-related activities without obtaining prior regulatory approval.For a number of reasons, including market maturity in Israel, the opportunity to work with multiple Israeli licensed producers, and in contemplation of a “go-public transaction”, I.M.C. Holdings Ltd. (“IMCHoldings”)(a wholly-owned subsidiary of IMC) effected a corporate restructuring in 2019 (the “Restructuring”) whereby IMC Holdings divested its interest in its three (3) Israeli subsidiaries thatconducted or were to conduct IMC Holdings’ cannabis-related activities in Israel:

1. Focus Medical Herbs Ltd. (“Focus”), which held a license issued by the Israeli Ministry of Health (“MOH”) to grow and cultivate cannabis.

2. IMC Pharma Ltd. (“IMC Pharma”), which had applied to the MOH for a license to manufacture medical cannabis products and had received a temporary code from the MOH.

3. I.M.C.C. Ltd. (“IMCCL”), which had applied to the MOH for a license to store and distribute medical cannabis products and had received a temporary code from the MOH.

Under the terms of the Restructuring, IMC Holdings sold, assigned and transferred its interests in Focus, IMC Pharma and IMCCL to two related party purchasers but retained a 10-year option to re-acquire the sold interests in the event of changes to Israeli regulatory laws permitting share ownership of Israel medical cannabis of more than 5% without prior regulatory approval.

In connection with the Restructuring, IMC Holdings entered into a license agreement with Focus that granted Focus a limited, non-exclusive, non-assignable right to use certain IMC trademark,technology and know-how for the purposes of cultivating cannabis plants in the State of Israel and for the sale of any plant and/or product produced by Focus, either alone or together with other sub-contractors engaged by Focus. As consideration for the use of the Company’s intellectual property, Focus will pay IMC Holdings an amount equal to 25% of Focus’ total revenues, payable on a quarterlybasis. Further in connection with the Restructuring, IMC Hollings entered into a services agreement with Focus to provide certain business support services for cash consideration equal to cost plus25% of Focus’ total revenues, payable on a quarterly basis.

As a result of the Restructuring, IMC Holdings does not directly hold any licenses to engage in the cultivation, production, processing and distribution of medical cannabis in Israel. To the extent thatIMC makes statements in this presentation relating to its capabilities to breed, cultivate, process, store and distribute cannabis in the state of Israel, including any projections thereto, such statementsare made on the assumption that IMC Holdings will and has duly exercised its option to re-acquire its sold interest in Focus, IMC Pharma and IMCCL.

Use of Non-IFRS Measures

This presentation refers to EBITDA because certain investors may use this information to assess Focus’ performance and also determine Focus’ ability to generate cash flow. This data is furnished toprovide additional information and does not have any standardized meaning prescribed by IFRS. This data should not be considered in isolation as a substitute for measures of performance prepared inaccordance with IFRS and is not necessarily indicative of cash flows presented under IFRS. IMC and Focus define EBITDA to mean earnings before interest, tax, depreciation and amortization.

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Proven Operator in Israel EU Footprint in Germany, Spain, Portugal and GreeceEU-GMP product and operating standards

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IMC at a Glance

Summary of Assets

• Exclusive commercial agreement with license producer, Focus Medical Herbs Ltd., for IMC’s IP and branding

• Focus is one of 8 producers with GAP Standard certification

• Focus capacity: currently 3,000kg per annum

• Focus patients: 5,000 per month, distributing IMC-branded products

Supply Chain Flow

European Union Platform

• Germany: 95%-owned EU-GMP distribution subsidiary, licensed for medical cannabis import and sale, future hub for EU expansion

• Spain: Strategic supply agreement with EU-GMP facility, up to 18,000 kg of capacity, can serve the German market or be distributed to other EU markets

• Greece: LOI for joint venture, in process of obtaining license to cultivate and produce cannabis

• Portugal: 100% owned subsidiary, in process of obtaining license to cultivate and produce cannabis

Distribution (export) to Germany

Distribution (export) to EU

Israel

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IMC Investment Highlights

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Track record in Israel,

Future Export Potential

World Renowned Agricultural and

Industrial Expertise

Focused on EU Expansion,

Large Target Market

Established Platform and

Expanding in EU

(1) Export applies to licensed producers including Focus Medical Herbs, with which IMC has a commercial agreement and services agreement.

Population of 743MM, double the US

Germany is under-supplied, first target market

Licensed for export

Market expected to open in 2021(1)

EU-GMP distributor in Germany for cannabis import, future export potential throughout EU

Signed LOI for JV agreement in Greece; operations in Portugal secured and awaiting permitting

Seasoned management team with over 9 years of experience in cannabis cultivation

Founders and Board have deep capital markets and entrepreneurial experience

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Our Branded Products

• IMC is a recognized medical cannabis brand in Israel that has become synonymous with quality, purity and consistency

• Dry flower products include 6 separate strains(1) with THC levels ranging from 7% to 30% and CBD levels ranging from 0% to 13%

• Cannabis oil products include 3 formulations with THC levels ranging from 6% to 15% and CBD levels ranging from 2% to 4%

(1) Strains include Dairy Queen, Pandora’s Box, Roma, London, Tel Aviv and Paris

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Canada

Potential market of C$8.7 billion(2)

146 licensed producers

Over 50 public Canadian-focused LPs and US cannabis operators

Developed market with large and dominant players

USA

Potential market of US$41 billion by 2028(3) if legalized

8 largest US cannabis operators have a current market capitalization of over US$23 billion(4)

10 states have legal recreational cannabis, 14 states have fully illegal medical and recreational cannabis programs

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Latin America Potential medical

market of US$8.5 billion(5)

Colombia alone has issued 142 licenses for cultivation and processing of cannabis

Europe

Potential market of €123 billion by 2028(1)

High barriers to entry, few existing players and an estimated 3-year process for new entrants

Global Cannabis Market Overview

(1) Prohibition Partners – The European Cannabis Report 4th Edition January 2019; (2) Deloitte, Recreational Marijuana, insights and opportunities – Base Market; (3) Barclays US Cannabis report; (4) Company filings and S&P Capital IQ ; (5) Prohibition Partners – The LATAM Cannabis Report October 2018

EU is a vast opportunity

Germany first

IMC strategically positioned to emerge as a market leader

Germany Supply-constrained market, direct-

to-pharmacy price of cannabis €9.80 / gram

As of 2017, public health insurers covering 90% of the population are required to cover cannabis, up to 141.75 grams per month(1)

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€ 7.7 BBTotal value of German Medical Market by 2028(1)

IMC’s goal is to be the market leader. Physicians become more comfortable prescribing a brand that is widespread therefore it is vital that IMC gain brand recognition before other players enter the market

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The Goal: Market Share

IMC’s German Strategy: Low-Risk, High Reward

(1) Prohibition Partners – The European Cannabis Report 4th Edition January 2019(2) Pharmacy data as of end of 2017; Source: Federal Union of German Associations of Pharmacists 2018 German Pharmacies Report

The Strategy: Wholesale Partnerships

With ~20,000 pharmacies across the country, most of which are independent, IMC will need to partner with other distributors in order to increase IMC branded product reach throughout Germany

The Payoff: Attractive Arbitrage Opportunity

Given that IMC has a locked-in a Spanish supply agreement at 60% of wholesale prices, this strategy poses little risk at attractive gross margins

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Operating as Adjupharm GmbH

IMC owns 95% of a pharmaceutical distribution company

All relevant licenses: Narcotic, GMP and Distribution licenses to import and distribute medical cannabis in Germany

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Ownership of a Licensed Distribution Company Market Price Arbitrage Opportunity

IMC can purchase from its EU-GMP certified supply partnerin Spain and sell to distributors in Germany at €5.00/gram and sell to pharmacies at a significant premium

Over 20,000 pharmacies active in sale of medical cannabis

Expected gross margin of over 40% on product sold from Spain

Highlights of IMC’s German Operations

IMC is in advanced negotiations with distribution partners in Germany, aiming to sell IMC’s branded products and capture a significant position in the market

Strategic Partnerships with Pharmacies in Germany

Local Management in Place

Richard Balla, Germany CEO, has 13 years of experience as owner and CEO of a German pharmaceutical distribution company

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IMC will provide cultivation know-how in exchange for the right to purchasecannabis at whole cost

Preferred-price supply agreement (60% of market prices)

Greenhouse facility brings access to 384,000 sq. ft. of built-out production capacity

All relevant licenses allowing for cultivation and distribution to Germany

5-year agreement provides IMC with a significant first mover advantage to sell branded products across the EU

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Supply from EU-GMP Partner in Spain

Highlights of IMC’s Operations in Spain, Portugal and Greece

Expansion Opportunity in Greece

Established LOI for JV with a low-cost cultivation and production facility in Greece

Portugal Expansion Opportunity

100% owned subsidiary in process of obtaining license to cultivate and produce cannabis

€ 123BBTotal value of the EU cannabis market by 2028(1)

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Overview of Israeli Cannabis Market

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New Government Reforms

with Increased Pricing

Well-Positioned for

Lucrative Markets

Experienced Cannabis

Growers

R&D and Innovation Hub

Vast Export Opportunity

Weather Conditions for Low-

Cost Cultivation

(1) Starting in Q2 2020. Previous government reform prices were regulated at 316 NIS per month per patient regardless of quantities purchased which reflected an average price of $3.30

1.

2.

3.

4.

5.

6.

Export approved by Israeli

government in January 2019

and is expected to commence

in 2021

Israeli growers have gained

experience since legalization

of medical cannabis in 2008

Prices will be permitted to

increase from $3.30 to $7.00 -

$8.00 per gram(1)

Weather conditions are ideal

with over 320 hot and sunny

days per year

Israel is renowned for its R&D

capabilities with over 50+

years of extraction research

conducted by Israeli scientists

Israel is geographically

located near European

demand with trade

agreements and relationships

in place

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Established Operations in Israel

Focus Medical Herbs Ltd. is licensed to cultivate, produce and sell cannabis and cannabis oil for medical purposes

Focus commenced operations in 2010

IMC holds license agreement and commercial agreement with Focus for IMC’s IP and Branding

IMC entitled to royalty of 25% of Focus’ total revenue under the commercial agreement and cost plus 25% on services performed under the Services Agreement

Focus 2018 revenue of approximately C$5.2MM and EBITDA(1) of C$3.3MM

Focus capacity: currently 3,000kg per annum

5,000 patients per month with Focus, products use IMC brand

Focus operates state-of-the-art growing facility, 172,000 sq. ft., production costs of C$0.40 / gram

Only 8 LPs in Israel have been granted the GAP (Good Agricultural Practices), allows for export to EU markets

Highlights of IMC’s Israeli Operations

(1) EBITDA is a non-IFRS financial measure

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Near Term(Current and 2019)

Mid-Long Term(2020 and Beyond)

Israel IP and branding services to Focus with current capacity of 3,000 kgCultivation expansion with future exports for FocusAdditional IP and branding agreement with Israeli license holders

GermanyOwn 95% of a pharmaceutical distribution company to import and distribute medical cannabis in Germany1,500 sq. ft. of warehousing and GMP Standard production capacity

Additional cannabis supply and pharmacy distribution agreementsExport Platform: Expect to distribute from Germany to other EU countries starting in 2020

Spain European Market Supply: Cannabis supply agreement with EU-GMP supplier, supply partner targeting capacity of 18,000kg per year

Greece Signed LOI for joint venture agreement with a low-cost cultivation and production facility Cultivation Expansion: Expecting 2020 exit capacity of 6,000kg

Portugal Subsidiary in process of obtaining license to cultivate and produce cannabis

Future EU growth opportunities dependent on Portuguese regulatory environment

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Summary of Strategic Platform

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IMC’s Key Management and Board

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Select Board Members

Marc Lustig Chairman • Founder and CEO of Cannabis Royalties & Holdings Corp. (dba Origin House)

• Began his professional career in the pharmaceutical industry at Merck & Co before transitioning to a capital markets career in institutional equity research in the Life Sciences sector at Orion Securities

• Worked as a senior professional at GMP Securities L.P. and as Head of Capital Markets at Dundee Capital Markets before becoming Principal at KES 7 Capital

• Holds MSc and MBA degrees from McGill University

Jesse Kaplan, CFADirector • Partner with Plaza Capital, investment banker at First Republic Capital Corporation,

and Managing Director of Seek Capital Management• Career has focused on advising and investing in early stage growth companies

primarily in the small cap Canadian public area, including helping companies go public in both Canada and the United States

• Was previously a senior analyst at Harborview Advisors LLC, a New York based investment firm and Palladium Capital Advisors, LLC, a NASD member investment bank

• Holds a Bachelor of Commerce degree from the University of Toronto.

Steve Mintz, CPADirector

• Financial consultant in a variety of industries including mining, oil and gas, real estate and cannabis

• Currently President of St. Germain Capital Corp. a private consulting and investment firm as well as Principal and CFO of the Minkids Group, a family investment and real estate development company

• Experience spans a variety of financial and management areas of expertise from accounting in large firms to bankruptcy and insolvency

• Obtained his C.A. designation in June of 1992 and Trustee in Bankruptcy license in 1995

• Currently a director of several public companies.

Select Members of Management

Oren ShusterChief Executive Officer & Director

• Co-founder of IMC and leading figure in Israeli medical cannabis industry• Successful serial entrepreneur and businessman in the fields of global software

development, technology, med-tech and more• Co-founded E-wave, an international software house, in 1999

Shai Shemesh, CPAChief Financial Officer • Experienced CFO with nearly 15 years of business experience in the pharmaceutical,

infrastructure, energy, information technology and services industries• Since 2011 and until recently, has led all finance and operations management of

Sadyt Israel and IVM Minrav-Sadyt, an international multi-million-dollar water treatment project in Ashdod, Israel

• Served as Financial Controller of the Israeli branch of Boston Scientific in 2007-2009• Worked as Supervising Auditor at PwC Israel between 2005 and 2009• Holds a Certified Public Accountant (Isr.) diploma, a Bachelor of Arts in Accounting,

Economics and Management from the University of Tel-Aviv, and an MBA from IE Business School.

Amir GoldsteinChief OperatingOfficer

• Seasoned executive in the Israeli Hi-Tech industry with over 30 years of experience• Served in various managerial positions at Amdocs, the world leader in Telecom

Billing and Customer Care software• Founder and Executive Vice President at Cellcom LTD ( Israel’s leading Mobile

Operator), Chairman and CEO of Todacell Inc. (an international mobile advertising company) and serves as a Managing Partner of two private equity funds, Botticelli and Afterdox

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Capitalization and Ownership

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Fully-diluted shares outstanding

Common shares MM 145.7

Options MM 16.0

Warrants MM 21.9

Fully-diluted shares outstanding MM 183.6

Insider Ownership (basic share ownership)

Oren Shuster MM 36.5

Rafael Gabay MM 32.6

Other insiders MM 3.9

Total insider ownership MM 73.0