LIBERTY HEALTH SCIENCES INC. · Former President of Red Bull Canada where he was instrumental in growing Red Bull Canada into a $150M business ... LIBERTY HEALTH SCIENCES INC. :

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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

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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.

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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 LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 3

z

High growth

potential


Investment Highlights

Florida license to sell

medical marijuana

provides critical

barrier to entry

Significant near and

mid-term

opportunities for

growth

Seed to Sale

certified with

quality control

exceeding industry

standards

Goal of becoming

lowest cost producer

with expertise of

Aphria

Strong Balance Sheet

with over $10MM

of cash and no

debt

Experienced and

capable

management

team

Experienced

and capable

management team


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


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

Experienced and

capable

management

team

Equity (As of July 14, 2017)

z


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%

Warrants @ $0.624

Options @ $0.40

Options @ $0.95

2,995,192

250,000

6,667

1.04%

0.09%

0.00%

Fully diluted shares outstanding 287,273,080 100.00%

Strong Balance Sheet With $10MM in

Cash and no Debt

CAPITAL STRUCTURE S hares(MM) % of Fully Diluted Shares Outstanding


Florida Market

Diverse Patient

Base

Population: 20,600,000

Market: $1.6bn by 2020

Qualifying Patients: 6,065,927 (30%)

Registered Patients: 23,350 (up 39% in 5 weeks)

Ordering Physicians: 944 (up 15% in 5 weeks)

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

Canada has approximately 800k

people per license in comparison to

Florida which has 3MM people per

license

(1) The State of Legal Marijuana Markets, 5th 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

(1)(2)

(3)

(4)

(5)

By 2020, Florida is projected to have a larger

medical marijuana market than Colorado

($1.6bn vs. $1.5bn)


(2)

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

# 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)

(1) Currently in discussions to purchase land from land owner. Expected to close Fall 2017

Current Florida Operations

Future Plans for Florida

10 LIBERTY HEALTH SCIENCES INC. I INVESTORS PRESENTATION 10

Liberty’s growth in Florida will come through our

expansion in three critical areas:

Capacity

Dispensaries

Patient Count

Capacity


July

2017

January 2018

December 2018

Prod. Capacity:

700kg annually

Facility:

13,000 sq.ft.

Prod. Capacity:

2000kg annually

Facility:

26,000 sq.ft.

Prod. Capacity:

25,000kg annually

Facility:

435,600 sq.ft.

Dispensaries

October 2017:

Orlando

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.


Geographic Target Criteria:

General Population

Number of Prescribing Doctors

Number of Adult Lifestyle Communities

Veteran Population

December 2017:

Fort Lauderdale,

Miami, Jacksonville

June 2018:

Villages, Tallahassee,

Tampa, Pensacola

October 2017:

Orlando

December 2017:

Fort Lauderdale,

Miami, Jacksonville

June 2018:

Villages, Tallahassee,

Tampa, Pensacola


Patient Count

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

-

2,000,000

4,000,000

6,000,000

8,000,000

10,000,000

12,000,000

2017 2018 2019 2020 2021 2022 2023

Pat

ien

ts

gram

s so

ld

grams sold Patients

Phase 1:

13,000 sq. ft.

Phase 2:

26,000 sq. ft.

Phase 3:

435,600 sq. ft.

Growth Driven by

1. Leaders in Professional and Medical Outreach

2. Increased Accessibility due to Dispensaries

3. Increased Capacity


US Adoption of Legal Cannabis (July 2017)

(1) The State of Legal Marijuana Markets, 5th Ed, published by Arcview Market Research in partnership with BDS Analytics

(1)

Appendix


Experienced and

capable

management

team

Public Company Comps (As of July 18, 2017)


Consensus Estimates ($MM)

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

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


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


Price/Sales EV/Adj.EBITDA

(1) Source: FactSet, SEDAR, Thomson Reuters

(1)

Future States of Interest




No. of Licenses: 12

Ohio


Qualifying Patients: 736,089 (20%)

No. of Licenses: 9

Connecticut



No. of Licenses: 15

Maryland



No. of Licenses: 12

Pennsylvania

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, 5th 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.)

(1)

Ohio Status: • Application submitted

• License to be issued in September 2017

• Facility to be purpose built from ground-up

(2)

Documents

LIBERTY HEALTH SCIENCES INC. · Former President of Red Bull Canada where he was instrumental in growing Red Bull Canada into a $150M business ... LIBERTY HEALTH SCIENCES INC. :