#1УТ С T HOLDINGS USA, INC. LU Investor Presentation May 2021#22 Forward Information and Risk Acknowledgement This document contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 (collectively, the "forward-looking statements"). These statements relate to, among other things, the impact of the COVID-19 virus on our business, the results of our initiatives to retain our employees and strengthen our relationships with our customers and community during the pandemic, the effect of our initiatives to expand market share and achieve growth during and following the pandemic, results of operations and financial performance, anticipated future events, and the effectiveness of our business practices during the pandemic. The continued spread of COVID-19 could have, and in some cases already has had, an adverse impact on our business, operations and financial results, including through disruptions in our cultivation and processing activities, supply chains and sales channels, and retail dispensary operations as well as a deterioration of general economic conditions including a possible national or global recession. Due to the uncertainties associated with the continued spread of COVID-19 and the timing of vaccinations, it is not possible to estimate its impact on our business, operations or financial results; however, the impact could be material. These forward-looking statements also relate to anticipated future events, future results of operations, and our future financial performance, and include without limitation statements relating to our ability to finance our operations, identify, finance and close potential acquisitions, market acceptance of our services and product offerings, our ability to protect and commercialize our intellectual property and our ability to grow our wholesale and processing businesses. In some cases, you can identify forward looking statements by terminology such as "may," "might," "will," "should," "intends," "expects," "plans," "goals," "projects," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry's) actual results, levels of activity or performance to be materially different from any expected future results, levels of activity or performance expressed or implied by these forward-looking statements. We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered together with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events. clsholdingsinc.com OT HOLDINGS USA. INC. JU#3clsholdingsinc.com "PEOPLE POWER PROFITS" -Andrew Glashow, President/COO Our motto, People Power Profits, applies to all aspects of our business. Our dedicated teams, our incredibly loyal customer base, and the communities they belong to are prioritized in all decision making. 3 We aim to provide the cleanest, safest cannabis products and environments in the market to give customers confidence in their purchases. We've committed substantial resources to community improvement and engagement opportunities through corporate giving at both of our Nevada subsidiaries, including a sizable donation to a local organization providing aid to those most affected by the War on Drugs, and an ongoing supportive partnership with the Arbor Day Foundation. This people-first approach is rapidly driving our majority-local consumer base to our brands in Nevada, and is allowing us to explore synergistic growth opportunities in new markets. OT HOLDINGS USA. INC. JU#4Company Milestones Completed purchase of Oasis Cannabis Dispensary in Las Vegas clsholdingsinc.com Completed purchase of City Trees Production and Innovation Facility in North Las Vegas Rapid growth of Oasis Cannabis Dispensary Successfully completed multiple capital infusions Obtained patents for extraction IP in the US, EU and Canada Completed build out of approximately $4M state of the art conversion and extraction facility capable of producing $20 million in revenue annually 00 $ Successfully relaunched the City Trees brand and achieved record sales with multiple new product releases. Achieved a 4x increase in revenue since acquisition in July 2018 USD $4 million in cash and current assets Signed agreement to expand City Trees into New Mexico $ OT HOLDINGS USA. INC. JU#5Investment Overview clsholdingsinc.com Dispensary Production Growth Oasis Cannabis dispensary in downtown Las Vegas supported by City Trees branded products and innovation 5 Voted best dispensary for Pot Pros Currently completing over 700 orders per day at ~$55 per order Successfully pivoted from in-store operations to 3 distinct forms of business: In-store, Curbside Pickup, and Delivery Expanding national footprint creates licensing opportunities for core extraction technologies CLSH's proprietary extraction and conversion process has been patented with the US Patent Office Future revenue stream opportunities from licensing our patented extraction and conversion process to third party producers in major U.S and global cannabis markets where we do not intend to operate Strength of Management team and Board to lead future growth through M&A Track record of successfully raising capital and integrating acquisitions Unique strengths in start-ups, business management, community involvement and organizational leadership $8M USD cash investment in company by founding members AT HOLDINGS USA, INC.#6OASIS CANNABIS DISPENSARY DISPENSARY oasiscannabis.com OWNTOWN SPACES OASIS CANNABIS DISPENSARY 1800 www bra archit ushlife.com HOLDINGS USA, INC.#7ខខ YOUR CANNABIS OASIS OASISCANNABIS.COM he 702-420-2405 OPEN 24 HOURS | DELIVERY AVAILABLE" oasiscannabis.com vering Best Dispensary for Pot Pros -Desert Companion Magazine, February 2019 Dispensary Overview Highlights ● ● ● OASIS CANNABIS DISPENSARY Open 7 days a week from 7AM to 2:30AM Successfully operating 3 distinct business models: In-store, curbside, and delivery Walking Distance from the Strip and Downtown Las Vegas Operating since 2015 Production facility capable of producing $20M annual revenue Completing over 700 orders per day at ~$55 per order Recognized as dispensary of choice for locals 7 OT HOLDINGS USA. INC. JU#8FLOWER TO THE PEOPLE LAMAR OASIS CANNABIS DISPENSARY BEST FLOWER OASISCANNABIS.COM DEALS IN TOWN KEEP OUT OF REACH OF CHILDREN. FOR USE ONLY BY ADULTS 21 YARS OF AGE AND OLDER. oasiscannabis.com PETITATTLIFE CREP CE 202 OASIS CANNA LOCAL JOH'S DELA STOP THE SPREAD PLEASE STAND ON & FOOT RENE APART tt PLEASE C 45 ONLINE MENU DO THE OT HOLDINGS USA. INC.#9Giving Back Oasis Spirit of Giving From June 19, 2020 to September 20, 2020, we set aside 1% of all net sales at Oasis to donate to organizations that benefit people most affected by the War on Drugs. These funds will go toward providing legal, medical, and additional community resources to members of our community most directly impacted by cannabis prohibition laws. This +$30,000 donation represents the largest non-profit contribution made by CLS Holdings to date, and we are honored to have contributed to this vital cause. oasiscannabis.com OASIS Mega 1 podi OASIS OASIS TIPS HA RAW T OASIS IS CASIS PENSARY OASIS WINE ADI CASIS OASIS NOW ACCEPTING DEBIT CARDS! MON LeafLogix BES OASIS 9 M tyler Theme in all that sgkiki bios Ces: ** Zanz pendi S7 S BOGOR 18%y dependde lage pr katte OT HOLDINGS USA. INC. JU#1011 Ⓡ CITYTREES citytrees.com 10 wwwwwwwwwwx VANTCO OT 2 HOLDINGS USA, INC. LU#11CCITYTREES 10,000 sq ft production and manufacturing facility based out of North Las Vegas, Nevada, capable of producing approximately $1.7M each month in revenue. We provide Nevada with high quality THC distillate products infused with terpenes in either effect-based or strain-specific flavors. We use ethanol-distilled pure THC distillate and botanically derived terpenes to create our vape products. We never use Vitamin E Acetate, Propylene Glycol, Vegetable Glycerin, Polyethylene Glycol, Medium Chain Triglyceride oil, or any other additives in our vape products. In addition to vape products, we also have a separate line of ingestible tinctures. Recently introduced our Live and Cured concentrate lines providing a full-spectrum product produced with our closed-loop hydrocarbon extraction system that retains the full flavor and cannabinoid profile of the flower that is extracted. We use USP Grade 200 Proof Ethanol to extract pure THC distillate and formulate that oil with botanically derived terpenes to create our signature vape products. citytrees.com 50m +5% 40 30 20 10 CITYTREES BLUE AGAVE 250MG CBD 250MG THC 60ML Pres 11 AT HOLDINGS USA, INC. DU#12HIGH TIMES S.T.A.S.H AWARD WINNER UST citytrees.com C CITYTREES CARTRIDGE 1:1 CBD/THC CALM TERPENE INFUSED DISTILLED CANNABIS OL 1G ba CALM 1:1 DISTILLATE CARTRIDGE CBD Vape Pens & Cartridges 2019 HIGH TIMES S.T.A.S.H AWARD WINNER CITYTREES TINCTURE PURE THC BLUE AGAVE 750MG THC 60ML Ins C CITYTREES BLUE AGAVE THC 750MG THC 60ML BLUE AGAVE TINCTURE Edibles 2019 LAS VEGAS CANNABIS AWARDS OTYTREES CITYTREES PREMIUM DAB OIL SATIVA JACK HERER TERPENE INFUSED DISTILLED CANNABIS LAS VEGAS CANNARIS AWARDS BEST SYRINGE JACK HERER BY CITY TREES LAS VEGAS CANNABIS AWARDS 2020 JACK HERER DISTILLATE OIL REFILL APPLICATOR Best Syringe 2020 OT HOLDINGS USA, INC. LU 2#13IN THE WILD From the pages of local influencers to billboards off the Las Vegas Strip, City Trees is quickly gaining visibility across Nevada. Through strong partnerships with local creators and advertisers, our partners help us find the most impactful locations for showcasing what City Trees has to offer. CITYTREES FIND YOUR FLAVOR @citytreesnv YTREES TAMAK NISPOSABLE MERID GMU C KEEP OUT OF REACH OF CHILDREN. FOR USE ONLY BY ADULTS 21 YEARS OF AGE AND OLDER. 2 2 TAPE PEN SATIVA GASOLINA OF TREES ESPOSABLE MAPE PEN MANGO HAZE TYTREES DISPOSABLE TAPE PEN INDICA COLA YTREES DISPOSABLE INDICA citytrees.com 307 CITYTREES ESPOSABLE TAPE PEN SATIVA JACK HERER CITYTREES 2 < Q 3:04 ivajorg Las Vegas, Nevada Y Liked by alan_philips and 2,207 others ivajorg That feeling when @citytreesny Disco Train hits. B ...more citytreesny 27 WAJORG Posts .. ... HOLDINGS USA. INC. LU#14ALLÁ VAMOS In May 2021, CLS Holdings finalized a licensing agreement with New Mexico-based edible brand, Herbal Edibles Inc. to bring its award-winning, #1 selling City Trees tinctures to New Mexico, shortly after adult-use legalization was enacted in the state. City Trees also plans to bring Herbal Edibles' gourmet, non-GMO, all organic edible products to Nevada in July 2021. This collaborative venture marks the Company's first introduction of its products outside of Nevada. clsholdingsinc.com HIGH TIMES STASH AWARD WINNER BRY HERBAL EDIBLES GOURMET EDIBLES & COMPASSIONATE CONCENTRATES TYTREES ENETURE PINE THE BLUE AGAVE DRAS FIC CYTREES BLUE AGAVE SONG THE SAML C TYTREES CHOCOLATE IGAVE C CHOCOLATE AGAVE C TYTREES INCTURE atd 14 LUE AGAVE CUTREES BLUE AGAVE 256NG CBS 25ING CED SSENG THE CEAL T OLDINGS USA. IN#15ΤΑ OUR STATE US At City Trees we feel a responsibility to give back to where we take from. We are proud to partner with the Arbor Day Foundation, to plant one tree for every City Trees 1:1 product purchased. We are determined to make a difference in our community and the surrounding environment, bringing the same balance to our world as our 1:1 products bring to you. citytrees.com CITYTREES DISPOSABLE VAPE PEN 1:1 CALM SOMS IN € CITYTREES CARTRIDGE 1:1 CBD/THC CALM TERPENE INFUSED ISTILLED CANNABIS CIL C CITYTREES PREMIUM DAB OIL 1:1 CBD/THC CALM TEPENE INFUSCO SISTILLED CANNARISOIL 1:10 Buy One Plant One C CTYTREES 1:1 Calm 1:1 All-in-One Vape Pen Calm 1:1 Distillate Oil Refill Applicator TINCTURE We plant 1 tree for every 1:1 or 1:1:1 product sold. Over 3,000 trees planted to date! Calm 1:1 Cartridges CHOCOLATE AGAVE NG CBD 213KG THC Blue Agave 1:1 Chocolate Agave 1:1 Orange Cream Tincture Blue Agave 1:1:1 Tincture DIYTREES CHOCOLATE AGAVE 250MG CBD 250MG THC 60ML CITYTREES TINCTURE 1:1 BLUE AGAVE 2 CA 25MG THC L CITYTREES BLUE AGAVE 258MG CB 250MG THC 6GML C CTYTREES TINCTURE 1:1 ORANGE CREAM CBD 180NG LOONG THC SITY TREES ORANGE CREAM LOONG CBC LOONG THE 30ML 15 COLS HOLDINGS USA, INC. 2#16CLS Board of Directors and Founding Members clsholdingsinc.com Jeffrey Binder Co-Founder, Chairman & CEO Prior to founding CLSH, Mr. Binder served as founder, Chairman and President of Power 3 Network, Inc., a company that develops websites and back offices for home-based businesses Mr. Binder received his Juris Doctorate from the National Law Center, George Washington University, in 1971, and served as a legislative assistant to Adlai Stevenson II, an Illinois Senator Andrew Glashow President & COO, Director Mr. Glashow has an extensive background in finance, specializing in micro-cap transactions and placement of capital for small and emerging growth companies, and has used this experience to develop strategies for building strong, vertically-integrated businesses. Under Mr. Glashow's leadership and people-first approach, CLS' Nevada subsidiaries have tripled their total revenue across all divisions since acquisition in 2018. A New England native, Mr. Glashow is a graduate of the University of New Hampshire's Whitemore School of Business and Economics. Ross Silver Board Member 16 ● Mr. Silver is the founder of Sylva ernational, a Registered Investment Advisor in the state of Oregon. He has an extensive background in finance, research, and analysis from years of experience at various hedge funds, research firms, and advisory groups. Mr. Silver holds a Series 65 Securities license, and has also served as a consultant for government agencies including the National Institute of Health. Mr. Silver was also a board member for his local American Red Cross chapter. AT HOLDINGS USA, INC.#17clsholdingsinc.com Jeffrey Binder Co-Founder, Chairman & CEO Prior to founding CLSH, Mr. Binder served as founder, Chairman and President of Power 3 Network, Inc., a company that develops websites and back offices for home-based businesses Mr. Binder received his Juris Doctorate from the National Law Center, George Washington University, in 1971, and served as a legislative assistant to Adlai Stevenson II, an Illinois Senator Charlene Soco VP Finance CLS Nevada Ms. Soco brings 9 years of accounting experience from various industries. During her time as a Staff Accountant at Litigation Services, a multi-state law support firm, she was recognized as employee of the month for her work ethic while the company underwent a merger and became The LIT Group. After leaving The LIT Group, Ms. Soco took on the role of Lead Auditor with Treasure Island Hotel and Casino, a Las Vegas strip property. She was promoted to the position of Non-Gaming Audit Manager and oversaw all non-gaming accounting and auditing including food & beverage, entertainment, hotel, and retail operations. Ms. Soco then took a position as Assistant Controller with K2 Energy, an international lithium battery manufacturer with offices in Nevada and China prior to taking on the Controller position with CLS Nevada. CLS Management Team Andrew Glashow President & COO, Director Mr. Glashow has an extensive background in finance, specializing in micro-cap transactions and placement of capital for small and emerging growth companies, and has used this experience to develop strategies for building strong, vertically-integrated businesses. Under Mr. Glashow's leadership and people-first approach, CLS' Nevada subsidiaries have tripled their total revenue across all divisions since acquisition in 2018. A New England native, Mr. Glashow is a graduate of the University of New Hampshire's Whitemore School of Business and Economics. OT HOLDINGS USA. INC.#18CLS Nevada Management and Key Employees clsholdingsinc.com Lissa Lawatsch General Manager, Oasis Cannabis Dispensary • Ms. Lawatsch joined CLS in September 2020, and currently serves as the General Manager of the Company's Nevada retail subsidiary, Oasis Cannabis Dispensary. • Ms. Lawatsch brings 20 years of VP-level experience in banking and finance, and has operated in Nevada for the last 18 years. • Ms. Lawatsch has been involved in the Nevada cannabis market for 5 years, having successfully managed and launched numerous brands and retail dispensaries. • Graduate of Metropolitan State University Denver with a Bachelor's in Criminal Justice and Psychology. Dominick Monaco, Pharm.D. Director of Laboratory Operations, CLS Nevada • Dr. Monaco is the Director of Laboratory Operations for the company's approximately $4 million laboratory and is responsible for all day-to-day operations inside the North Las Vegas facility. • Dr. Monaco brings over 8 years of licensed & regulated cannabis experience, starting back in 2012 when medical marijuana first opened in Arizona, he has held numerous positions, with escalating responsibilities year over year, from • Procurement Manager, Laboratory Manager, Quality Assurance & Quality Control Manager, Pharmacist on Duty, Assistant GM, General & Operations Manager, and Director of Quality & Medical Formulations • Dr. Monaco graduated from the University of Arizona College of Pharmacy, in Tucson, Arizona, with a Doctor Pharmacy in 2010. PROTEC Jamie Dickson Executive Assistant & Director of Human Resources, CLS Nevada 18 • Mrs. Dickson has excelled in all of her roles with CLS, from her start in 2017 as an Administrative Assistant for management, to her elevation to Executive Assistant in 2018, and to her current role as HR Generalist. • Mrs. Dickson was instrumental in CLS' 2018 acquisition of the business, facilitating the structural improvements and personnel increases required to adapt to the rapidly expanding needs of both the retail and wholesale divisions of CLS. • Mrs. Dickson brings extensive administrative experience from the legal and retail sectors, having served in a professional assistant capacity in law offices and as a lead administrator in payroll and accounting departments for Whole Foods Markets for over 10 years. Mrs. Dickson's support has helped lead CLS throughout the rapid growth seen across its subsidiaries since acquisition. James Gabany General Manager, City Trees • Mr. Gabany joined the CLS team in 2020 as the General Manager of the Company's branded product division, City Trees. In this role, Mr. Gabany oversees all operational aspects of the business, including revenue generation, compliance, and supply chain management. • Mr. Gabany brings extensive experience in cannabis production operations, having served as a senior operations manager at multiple cannabis operations including cultivations and extraction facilities. • Mr. Gabany holds a BS in in Business Management from the University of Phoenix and an MBA from Liberty University. • Mr. Gabany served as a Combat Engineer for the United State Army from 1997-2001. HOLDINGS USA, INC.#19CLS Nevada Financials* Annual Revenue EBITDA A2018** A2019 -$1,043,105 $377,535 A2020 $7,895,929 $11,974,571 $15,693,859 $22,000,000 clsholdingsinc.com E2021 $909,809 $4,000,000 Annual Revenue $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 $0 $7,895,929 -$1,043,105 A2018 $11,974,571 $377,535 A2019 Annual Revenue $15,693,859 $909,809 A2020 EBITDA $22,000,000 $4,000,000 E2021 19 $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 $0 EBITDA *Calendar year results and estimates. This table represents the results solely of CLS Nevada subsidiaries and not of CLSH as a whole. The results in this table exclude expenses associated with CLSH's parent company and corporate overhead as well as expenses associated with acquisition opportunities. As such, these results should be read together with the financial statements of CLSH contained in its SEC filings for an understanding of the results of operations of CLSH as a whole. **A2018 Annual Revenue and EBITDA representative of Alternative Solutions prior to CLSH acquisition. AT HOLDINGS USA, INC.#20CLS Nevada March Net Revenue and Gross Margin Net Revenue in USD Gross Margin clsholdingsinc.com A2019 $1,068,607 37% A2020 $1,054,355 45% A2021 $2,024,203 48% Gross Margin % 100.00% 75.00% 50.00% 25.00% 0.00% 37% $1,068,607 March 2019 45% Gross margin $1,054,355 March 2020 Net Revenue 48% $2,024,203 March 2021 20 $2,250,000 $2,000,000 $1,750,000 $1,500,000 $1,250,000 $1,000,000 $750,000 $500,000 $250,000 $0 Net Revenue in USD AT HOLDINGS USA, INC.#21CLS Nevada April Net Revenue and Gross Margin Net Revenue in USD Gross Margin clsholdingsinc.com A2019 $1,161,612 41% A2020 $946,322 46% A2021 $2,163,122 48% Gross Margin % 100.00% 75.00% 50.00% 25.00% 0.00% 41% $1,161,612 April 2019 46% Gross margin $946,322 April 2020 Net Revenue 48% $2,163,122 April 2021 21 $2,250,000 $2,000,000 $1,750,000 $1,500,000 $1,250,000 $1,000,000 $750,000 $500,000 $250.000 $0 Net Revenue in USD AT HOLDINGS USA, INC.#22CLS Nevada Monthly Dispensary Transactions and Average Orders Average Monthly Transaction Average Order clsholdingsinc.com A2019 19,637 $37.11 A2020 19,342 $53.17 E2021 22,931 $57.87 Average Order $60.00 $40.00 $20.00 $0.00 $37.11 A2019 19,637 $53.17 Average Order A2020 19,342 Average Monthly Transaction $57.87 E2021 22,931 22 25000 20000 15000 10000 5000 Average Monthly Transaction AT HOLDINGS USA, INC.#23BDS Analytics Nevada Market Forecast* Forecast Sales* 2021 clsholdingsinc.com $893M 2022 $1B 2023 $1.15B Forecast Sales (in millions) $1,250 $1,000 $750 $500 $250 $0 2021 2022 Year 2023 23 *This table represents market forecasts for all cannabis sales in the state of Nevada as calculated by BDS Analytics, a third-party retail sales tracking platform and market forecast analysis provider. BDSA provides market forecasts and industry insights using a voluntary data-sharing program with dispensaries. Oasis Cannabis is a data-sharing partner with BDSA, allowing for access to Nevada market data via the GreenEdge platform. OT HOLDINGS USA. INC. LU#24Cap Table Shares Outstanding Convertible Notes Total Current assets (as of April 7, 2021) Share Price (As of May 3, 2021) Market Cap 126,821,416 66,458,173 193,279,589 $4,000,000 $0.22 $8,927,720 *Convertible notes due October 2021 ($365,991), October 2022 ($6,229,672) and December 2022 ($13,500,150), which when divided by the conversion prices of $0.30 per share (66,141,450) and $0.80 per share (316,723) equals 66,458,173 shares. ¹Represents a warrant to purchase units ²Warrant will be issued upon exercise of unit warrant clsholdingsinc.com Expiry Date 30-Jul-21 7-Aug-21 12-Dec-21 7-Jan-22 7-Jan-22 7-Jan-22 6-Feb-22 21-Feb-22 28-Feb-22 29-Mar-22 28-Feb-23 4 Years After Issuance 14-May-23 31-Mar-24 31-Mar-24 Exercise Price $0.60 $0.60 $0.80 $0.34 $0.49 $0.49 $0.50 $0.50 $0.50 $0.50 $0.31 $0.75 $0.60 $0.40 $0.40 #Warrants 7,500,000 6,875,000 1,343,400¹ 2,317,842¹ 2,317,842² 33,463,826 1,740,000 160,000 130,000 706,500 820,952¹ 205,238² 3,125,000 671,700² 296,035 24 OT HOLDINGS USA, INC. LU#25T HOLDINGS USA, INC. ULU OASIS CANNABIS DISPENSARY CITYTREES Jeffrey Binder Chairman / CEO Andrew Glashow President & COO T: 888.438.9131 E: [email protected] Visit: clsholdingsinc.com