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Inner Spirit Holdings (ISH) Corporate Presentation August 2018

Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

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Page 1: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

Inner Spirit Holdings (ISH)Corporate Presentation

August 2018

Page 2: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

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. Readers should also be advised that the watch, sunglasses and related accessories business of the Company is carried out through its wholly-owned subsidiary, WATCH IT! Consolidated Ltd., and any reference herein to

“WATCH IT!” is a reference to such subsidiary.

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 of future performance or results. Forward-looking information

involves numerous risks and uncertainties including, but not limited to, the ability of management to execute its business strategy, objectives and plans; 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.

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.

A U G U S T 2 0 1 8 | 0 2

Page 3: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

The start of something incredible.

Inner Spirit Holdings Ltd. is applying a successful franchise and retail model to the anticipated

recreational cannabis industry. It has already achieved significant milestones, including entering

into strategic partnerships, procuring and making investments, and developing a growing

portfolio of proprietary brands. With a group of over 100 franchise partners, and corporate retail

cannabis locations in various stages of development, Inner Spirit Holdings is positioned to be a

leader in the recreational cannabis industry.

A U G U S T 2 0 1 8 | 0 3

Page 4: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

The Canadian legal recreational

cannabis market is expected to

generate up to $4.34 billion in

sales in 2019.

S o u r c e : D e l o i t t e R e c r e a t i o n a l 2 0 1 8 C a n n a b i s R e p o r t

The average retail sales of the top 50 dispensaries in the state of

Washington for the month of February 2018 was $550,506 which

extrapolates to approx. $6,606,072 per year, per dispensary.

S o u r c e : www. 5 0 2 d a t a . c o m

A U G U S T 2 0 1 8 | 0 4

F O R I L LU S T R AT I O N P U R P O S E S O N LY

Page 5: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

The Inner Spirit Strategy

Build an iconic Canadian brand and

a chain of recreational dispensaries

across Canadian jurisdictions where

private distribution of cannabis is

legalized.

Sell select brands together with our

proprietary licensed brands through

our own retail network and other

distribution channels.

Utilize a low CAP X franchise and

streaming strategy to maximize ROI

and scalability.

Franchising to maximize ROI

Franchise fees, royalties, sales of

house brands, and supplies for a

variety of revenue streams.

Franchisees cover build-out costs;

pay upfront $25,000 franchise fee

(includes employee training and

services to set up a turnkey operation).

Franchisees pay 5% royalty on

gross sales, and additional 1% of

gross sales to Spiritleaf’s

advertising fund.

Franchisees source product from

Inner Spirit’s licensed providers to

access top suppliers and benefit

from strategic partnerships.*

A U G U S T 2 0 1 8 | 0 5*Subject to applicable laws and regulations in the applicable jurisdictions and subject to applicable changes.

Page 6: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

A positive force that enlightens -

much like the products we offer.

Spiritleaf is about enjoying life with those who make us happy, and viewing every day as

an opportunity to try something new. Breaking from norms, embracing the unexpected

and sharing meaningful moments that shape who we are.

Our proposed dispensaries will be a meeting place for those who value life changing

experiences above material possessions. A hub for like-minded people, and the most

trusted source when it comes to cannabis product quality and knowledge.

S P I R I T L E A F I N I T I A L S

T E X T U R E O F A L E A F+ + A C H A N G E O F

P E R S P E C T I V E

A U G U S T 2 0 1 8 | 0 6

The Retail Brand

Page 7: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

The Space

An open spaced opportunity to reimagine the

typical retail environment of a dispensary. This

concept uses more contemporary motifs, but

balances the inherent starkness with personable

illustration as well as accenting greenery.

The Brand

Spiritleaf values an inclusionary approach to the

recreational cannabis retail experience: its stores

will offer an impressive selection of products,

knowledgeable staff and a welcoming and

comfortable environment.

A U G U S T 2 0 1 8 | 0 7

Page 8: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

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

We plan to source, create and curate quality cannabis brands.

The Spirit Joint Disposable Vaporizer

Our marquee product. Anticipated to be one of the most

discreet, disposable vaporizers on the recreational cannabis

market. 150 puffs of pure CO2 cannabis oil. No smell, no lighter,

no charging, no prep, no hassle.

A U G U S T 2 0 1 8 | 0 8

The Goods

Page 9: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

A U G U S T 2 0 1 8 | 0 9

Page 10: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

Supporting local growers, their brands and values.

F R O M F A R M T O T O K E

A U G U S T 2 0 1 8 | 1 0

Through our partnerships with Auxly and UP Cannabis, and strategic investment

with Sugarbud, we have relationships and a stream of supply available from premium

producers to promote their brands and provide the inputs for our propriety house brands.

Page 11: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

Where we’ve come from,where we’re going.

ISH brings 20 years of franchise, branding, retail, marketing,

and real estate experience to the proposed recreational

cannabis market. ISH provides a platform to invest in a

proven revenue-generating business model combined with

an opportunity to participate in Canada’s lproposed emerging

recreational cannabis market. .

Experience comeswith time. Success comes with passion.

R E T A I L / I N F R A S T R U C T U R E / S Y N E R G I E S

A U G U S T 2 0 1 8 | 1 1

Page 12: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

INVESTMENTS

674,418 shares1,250,000 warrants

PROPERIETARY BRANDS

1,442,308 shares1,125,000 warrants

SPIRIT JOINTS

RETAIL & FRANCHISE

∙ First Cannabis company to receive membership in the Canadian

Franchise Association

∙ Best in class retail experience

∙ Over 100 franchise partnerships entered into with local entrepreneurs

∙ Corporate stores and joint ventures

∙ www.spiritleaf.ca

∙ $10m+ existing system wide sales with stores across Canada

∙ Infrastructure & expertise

∙ Award winning experienced retail & franchise teams

∙ Cash flow

∙ Diversification

∙ www.watchit.ca and www.mediumwatches.com

A U G U S T 2 0 1 8 | 1 2

Page 13: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

Meet the Team

Darren Bondar

As president and CEO of ISH, Darren

is responsible for the overall direction

and business development of the

company. He is an award winning

retailer and franchisor with over 20

years of experience in the branding,

consumer retail and franchising

industries. He works with a dedicated

and talented team of professionals.

Cecil Horwitz

Business Development

Chris Gulka

CFO

Christine Kitz

Operations

Jeremy Lee

Finance at Spirit Leaf

Nami Seyfollahy

Finance at WATCH IT!

Robert Verbuck

Legal

P R E S I D E N T & C EO Alisa Kuzmina

Creative Director

Chris Ostafie

Alberta Regional Manager

Courtney Richer

Franchise Relations

Jackie Dosne

Interior Design Coordinator

Jennifer Matus

BC Regional Manager

Nathan Noble

National Training Coordinator

A U G U S T 2 0 1 8 | 1 3

Page 14: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

Board of Directors

Darren BondarTrailblazer. Creator. Collaborator. Founder. Darren is the President and CEO of Inner Spirit Holdings Ltd and the company is lead by his determination, strategic planning and creativity - not just for thinking outside the box, but for creating a whole new box! With an uncanny knack for surrounding himself with the best and the brightest, Darren has a proven executive management track record and over 20 years experience driving sales growth in both the retail and franchise industries. Prior to Inner Spirit Holdings, Darren founded the WATCH IT! brand in 1999 that ballooned across Canada and employed over 200 team members. Darren has an MBA and has been recognized with multiple industry awards including Top 40 Under 40, a Henry Singer Retail recognition and a Canadian Franchise Award of Excellence.

David B. MargolusCounsel to, and former Managing Partner of Witten LLP. Served on the boards to the Edmonton Regional Airports Authority and TSX-listed Liquor Stores N.A. Ltd., PowerComm Inc. and XS Cargo Income Fund. He holds a Bachelor of Arts and a Bachelor of Laws Degrees from the University of Alberta, and Directors Education Program of the Institute of Corporate Directors.

William MacdonaldPresident of Bilmac Resources, and since 2001, represented a Toronto Family Office focused on start-up funding. Served on boards of several private, and TSXV-listed companies. Currently on the Board of Grunewahl Organics, a private company that is a Health Canada Pre-Licensed Applicant, SugarBud Resources Ltd., a public company listed on the TSX Venture Exchange.

Craig Steinberg Most recently partner in Miller Thomson LLP’s banking and real estate group. >10 years experience as private mortgage banker and corporate counsel to a private lender. Law Society of Alberta, Canadian Bar Association and Real Estate Council of Alberta member.

A U G U S T 2 0 1 8 | 1 4

Jeff Tung, CFA Jeff is CFO & COO of Cannabis Wheaton Income Group, Canada’s leading can-nabis investment company. Prior to joining Wheaton, Jeff was the co-founder of CPS Management Partners, where he led the acquisition of multiple busi-nesses in the insurance administration industry. Jeff has managed more than USD $3 billion of deals in the Telecom, Banking, Insurance and Technology industries. Jeff holds an MBA from the Richard Ivey School of Business, grad-uating at the top of his class as well as a Bachelors of Computer Engineering from the University of British Columbia.

Larry WoskLarry Wosk has been lecturing at the Sauder School of Business at UBC for over 15 years. His areas of concentration are strategic management, interna-tional business, real estate, and marketing. Larry commenced his teaching career after working for over 27 years in senior management and President and Chief Executive Officer in several industries including, retailing, real estate development, hospitality and consulting. During that time, he ran sev-eral companies, the largest of which had over 1100 employees.

Christopher Gulka Christopher sits on our Board of Directors and works for our company as Chief Financial Officer. Christopher is a CPA and CFA with over 26 years of business experience. He has sat as President of Working Capital Corpora-tion since 1999 and is a former financial analyst at the Alberta Securities Comission. In addition, Christopher founded, and was the CFO and director of Passport Energy Ltd., and the CFO of Rochester Energy Corp. Christopher brings meticulous attention to detail, a high level of oversight and a thorough understanding of IFRS to ensure accurate financial reporting.

Page 15: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

March 16, 2017

Corporate Highlights

Inner Spirit Holdings Ltd. was founded in Calgary, AB.

ISH Formed

June 16, 2017

Spiritleaf is first and only cannabis company granted entry into CFA.

CFA Membership Granted

November 21, 2017

ISH announces that it has signed fifty-five recreational cannabis franchise agreements.

55 Recreational Cannabis Franchise Agreements Signed

January 8, 2018

ISH announces cross-investment and strategic alliance with Auxly (TSXV:XLY), which closes on February 6, 2018.

Auxly

January 18, 2018

Grenville (TSXV:GRC) converts WATCH IT! royalty into $1M equity investment in ISH.

Grenville Strategic Royalty Corp.

January 29, 2018

Spiritleaf unveils its concept retail store design.

Retail Store Concept

February 6, 2018

ISH grants its 100th franchise and completes its $4.5 million private placement equity financing.*

100th Franchise and $4.5M Equity

April 12, 2018

ISH files Preliminary Prospectus for IPO. ISH files Final Prospectus for IPO on June 4, 2018.

Files Preliminary Prospectus for Initial Public Offering

June 4, 2018

ISH announces its support of the Gord Downie & Chanie Wenjack Fund (DWF) via a five-year charitable commitment and the establishment of a DWF Legacy Room. This support is part of an ongoing agreement to collaborate with Newstrike Resources Ltd. & Up Cannabis.

Inner Spirit Holdings Ltd. is Honored to Support the Gord Downie & Chanie Wenjack Fund

July 31, 2018

ISH closes IPO on maximum gross proceeds of $3,750,000 and issued 25,000,000 Units. Its common shares began trading on August 1, 2018 on the CSE under the symbol “ISH”.

Inner Spirit Holdings Ltd. Closes IPO

* I n c l u d e s A u x l y ’ s $ 3 5 0 , 0 0 0 e q u i t y i n v e s t m e n t o n J a n u a r y 8 , 2 0 1 8 , A u x l y ’ s a d d i t i o n a l $ 1 5 0 , 0 0 0 e q u i t y i n v e s t m e n t o n F e b r u a r y 6 , 2 0 1 8 , a n d G re n v i l l e ’ s $ 1 M e q u i t y i n v e s t m e n t o n J a n u a r y 1 8 , 2 0 1 8 .

A U G U S T 2 0 1 8 | 1 5

Page 16: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

Share Capital As At August 6, 2018

ISSUED AND OUTSTANDING

172,941,177

WARRANTS

43,691,177

OPTIONS GRANTED

9,125,000

225,757,354

A U G U S T 2 0 1 8 | 1 6

Page 17: Corporate Presentation - Inner Spirit Holdings · quality cannabis brands. The Spirit Joint Disposable Vaporizer Our marquee product. Anticipated to be one of the most discreet, disposable

Headquarters#102, 5740 - 2nd Street SW

Calgary, ABT2H 1Y6

[email protected]

403-930-9300

www.innerspiritholdings.com