Nabis Corporate Presentation

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Nabis

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Nabis

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Healthcare

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2019

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#1CORPORATE PRESENTATION Nabis Holdings Inc. 'Na bis' Defined as: 'repeat performance' or ENCORE September 2019 CSE: NAB OTC: NABIF FRA: A2PL TM NABIS™#2DISCLAIMERS This presentation of Nabis Holdings Inc. ("Nabis" or the "Company") is for information only and does not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The information contained herein is subject to change without notice and is based on publicly-available information, internally- developed data, and other sources. Where any opinion or belief is expressed in this presentation, it is based on the assumptions and limitations mentioned herein and is an expression of present opinion or belief only. No warranties or representations can be made as to the origin, validity, accuracy, completeness, currency or reliability of the information. Nabis disclaims and excludes all liability (to the extent permitted by law), for losses, claims, damages, demands, costs and expenses of whatever nature arising in any way out of or in connection with the information in this presentation, its accuracy, completeness or by reason of reliance by any person on any of it. This presentation should not be construed as legal, financial or tax advice to any individual, as each individual's circumstances are different. Investors should consult with their own professional advisors regarding their particular circumstances. An investment in the securities of Nabis is speculative and involves a number of risks that should be considered by a prospective investor. Certain of the information contained in this presentation concerning industry trends and performance is based upon or derived from information provided by third-party consultants, variously publicly available sources, other industry sources and our research. Although the Company believes it to be reliable, the Company has not independently verified any of the data from third-party sources referred to in this presentation or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. The Compa does not make any repre tion as to the accuracy of such information. The information contained in this esentation is not directed to persons or entities resident in the United States and does not constitute an offer or solicitation by anyone in the United States or in any other jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation, unless otherwise exempt from United States securities legislation. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within 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 U.S. Securities Act, unless an exemption from such registration is available. Cautionary Note to European Investors European laws, regulations and their enforcement, particularly those pertaining to anti-money laundering, relating to making and/or holding investments in cannabis-related practices or activities are in flux and vary dramatically from jurisdiction to jurisdiction. The enforcement of these laws - some of which carry criminal liability and their effect on shareholders are uncertain and involve considerable risk. Accordingly, all potential investors located in Europe (including without limitation, the United Kingdom) should take their own, independent legal advice based on their own circumstances prior to making any investment into the Company (whether directly or indirectly or acting on an agency or principal basis). Risk Factors Risk Factors Relating to the Legality of Cannabis European Anti-Money Laundering Laws and Regulation European laws, regulations and their enforcement, particularly those pertaining to ant-money laundering, relating to making and/or holding investments in cannabis-related practices or activities are in flux and vary dramatically from jurisdiction to jurisdiction across Europe (including without limitation, the United Kingdom). The enforcement of these laws and regulations and their effect on shareholders are uncertain and involve considerable risk. In the event that any of the Company's operations, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such operations are found to be in violation of such laws or regulation, such transactions (including holding of shares in the Company) could <pose any shareholder(s) in that jurisdiction to potential prosecution and/or criminal and civil sanction. Certain statements in this presentation are "forward-looking statements" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as "expect", "seek", "endeavour", "anticipate", "plan", "target", "estimate", "believe", "intend", or stating that certain actions, events or results may, could, would, might or will occur or be taken, or achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which if materialize would cause actual results or events to differ materially from those presently anticipated. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made and involve significant known and unknown risks, uncertainties and assumptions. A number of factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statement. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this document. Investors should not place undue reliance on these forward-looking statements. Although the forward-looking statements contained in this presentation are based upon what Nabis currently believes to be reasonable assumptions, Nabis cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by law, Nabis does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. All statements, other than statements of historical fact, included herein are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Certain of the material factors and assumptions that were applied in drawing conclusions set out in forward-looking statements include, but are not limited to: the completion of acquisitions and growth strategy of the Company or completion on the terms disclosed; the receipt of state licenses within expected timeframes; the assumption that the price for cannabis and cannabis related products will remain consistent within the jurisdiction where the Company has made investments; consumer demand for the Company's products in jurisdictions where the Company has made investments remain strong; availability of financing to the Company to finance growth, develop retail locations; the retention of key employees and management; changes in local, state and/or municipal regulations with respect to commercial cannabis operations and changes in government regulations or taxation generally. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking statements. Such risks, including in particular the risk that the Company's planned acquisitions will not be completed, if realized, could cause actual results to differ materially from the Company's expectations which have been disclosed in the Company's continuous disclosure filings made with the Canadian Securities Exchange and securities regulatory authorities. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug and, consequently, Nabis' business may be deemed to operate in violation of U.S. federal law. While we intend to operate our business in compliance with State Cannabis laws and regulations, the regulatory regime is complex and evolving. We may not be able to obtain the necessary licenses, permits or authority to operate our business as currently contemplated, which may have a material adverse effect on our anticipated business strategy and results of operations. The enforcement of U.S. federal laws or changes in the enforcement priorities and policies, our inability to obtain licenses, permits or authority to operate our business as currently contemplated may adversely affect an investment in our securities. 2#3WHO WE ARE NABIS™ " Defined as: 'repeat performance' or ENCORE 'Na bis' CSE: NAB ("Nabis" or the "Company") is a Canadian investment company focused on strategically acquiring high quality, cash flowing assets across multiple aspects of the cannabis sector primarily in U.S. limited license states with a roadmap to expand globally. The Company will be focused on investing across all verticals of the industry with a focus on strategic revenue generation, EBITDA and growth. FOCUS ON ONE TEAM, ONE GOAL m#4NABIS NABIS MANAGEMENT TEAM TM NAS Proven pedigree in the Cannabis space - industry leading operators are two of the co-founders of MPX Bioceutical (CSE:MPX), one of the largest takeover offers in U.S. Cannabis to date (MPX merger with ¡Anthus for $835M CAD) CSE: NAB 4#5NABIS MANAGEMENT TEAM NABIS™ SHAY SHNET CEO & DIRECTOR Over 20 years of experience in business and was most recently a founding partner and Vice President of Operations of MPX. While at MPX, Shay spent the last 5 years of his career focused on the North American cannabis space helping to build MPX's portfolio of international cannabis assets. Shay is highly skilled in finding unique opportunities and has been directly involved with the development, branding, importing, consumer packaging and distribution of a wide variety of product lines. MARK KRYTIUK PRESIDENT CSE: NAB A very successful cannabis operator and a founding partner of MPX. Mark has over 5 years of experience as the Vice President of Grow Operations of MPX overseeing the production of medical marijuana and pharma-grade products across North America. Mark has been directly involved overseeing the rapid expansion and build out of nine facilities in three different countries, with ranging budgets of up to $30 million. Mark also has over 10 years of experience consulting and working with clients to develop their individual requirements for their indoor & outdoor cultivation processing space with all required design, workflow and equipment along with working with federal regulators and licensing bodies to ensure compliance. LO#6NABIS MANAGEMENT TEAM & BOARD OF DIRECTORS NABIS™ SHAY SHNET CEO & DIRECTOR MARK KRYTIUK PRESIDENT MICHAEL YOSHER VP CORPORATE DEVELOPMENT EMMERY WANG, CPA, CA CHIEF FINANCIAL OFFICER LAURENT ZAFFRAN VP INTERNATIONAL BUSINESS DEVELOPMENT, INNOVATION & TECHNOLOGY LIRAN KANDINOV INDEPENDENT DIRECTOR SAFIYA LYN INDEPENDENT DIRECTOR EMMANUEL PAUL, CPA, M. SC. ENG. INDEPENDENT DIRECTOR LARRY KOZA INDEPENDENT DIRECTOR AARON SALZ - STOIC ADVISORY SPECIAL ADVISOR CSE: NAB JADE GREEN -JADE GREEN CONSULTING SPECIAL ADVISOR RANJEEV DHILLON - MCCARTHY TETRAULT LLP SPECIAL ADVISOR Proven team focused on investments in the U.S. cannabis space LO#7FOCUSED M&A INVESTMENT STRATEGY ONE TEAM, ONE GOAL NABIS™ THE CRITERIA ● EBITDA positive, vertically integrated operators in limited license states with large addressable markets Emphasis on operations that add material EBITDA within 12 months with enhanced access to capital and Nabis' value add approach on operations and brand consistency • Identifying proven operators with good expertise to add value to a consolidation strategy • Focused on multi-state operators ("MSOS") with strong brand traction • Pharma-grade cultivation, extraction, dispensaries and other addressable operations HANDS ON APPROACH CSE: NAB Nabis Management will assist investee companies enhance their operational pedigree Management has identified and evaluated multiple 'off market' vertically integrated opportunities across several states. The 'Nabis Opportunities' are due to strong existing relationships of management. Nabis is working at an unprecedented rate and plans to be invested in 4-5 states in the next 120 days.#8BUILDING A NATIONAL BRAND NABIS™ CSE: NAB CONSISTENCY NATIONWIDE Standardization for the full process, from the build of GMP facilities through the Nabis retail experience creating consistency from state to state Build trust by creating an overall client experience that is recognizable & reliable HIGHER STANDARDS Consistent superior quality across all product lines, no difference in the production of Nabis' medical line to recreational line • Staying ahead of the regulations Provide vertically integrated assets giving clients a one-stop-shop experience ∞#9NABIS INVESTMENT PORTFOLIO - TARGETING VERTICALLY INTEGRATED OPPORTUNITIES NABIS™ ● Definitive agreements signed to invest in vertically integrated assets in the following states: Michigan, Arizona, Washington & California. • Evaluating vertically integrated expansion opportunities such as cultivation facilities that would significantly increase the potential 2020 revenue and improve EBITDA margins. Michigan Arizona Washington California Dispensaries 6 1 I 1 Cultivation License(s) 10 1 CSE: NAB Processing License(s) 1 1 1#10MICHIGAN - ONE OF THE LARGEST MEDICAL CANNABIS STATES IN THE U.S. NABIS™ Nabis has signed binding definitive agreements for the acquisition of six strategically located properties in Michigan that have municipal approvals for provisioning centers. Located in Bangor, Constantine, Muskegon, Battle Creek, Emmett Township and Kawkawlin. Closed four of the six acquisitions. Valuation: Michigan Assets: Cultivation Licenses Processing License(s) Provisioning Centers NABIS $20 Million² 10 1 6 MCP Wellness $150 Million¹ 2 1 4 Wolverine Partners $150 Million ³ 15 3 13 MichiCann $800 Million4 2 CSE: NAB 1 11 1. SOL Global Investment (CSE: SOL) - April 24, 2019 news release - acquisition of MCP Wellness for US$35M in cash and US$115M in shares. 2. Market Cap as of August 20, 2019 3. Most recent valuation for Wolverine Partners - as at March 2019 4. Most recent valuation for MichiCann Medical Inc (Red White & Bloom) as at February 2019 - assuming completion of transaction. 10#11MICHIGAN - ONE OF THE LARGEST MEDICAL CANNABIS STATES IN THE U.S. NABIS™ Nabis has closed a Municipally Approved property in Bangor City, Michigan which includes: • 10 Approved Cultivation Licenses • 1 Processing License CSE: NAB Cultivation at this property is capable of producing approximately 3,750 lbs per harvest and approximately over 22,000 lbs per year. 11#12ARIZONA - ONE OF THE LEADING MEDICAL CANNABIS MARKETS IN THE U.S. NABIS TM Nabis signed a definitive agreement to acquire full control of a licensed medical marijuana business in the State of Arizona*. ● CSE: NAB A licensed medical marijuana dispensary in Phoenix, in operation since 2015 with proprietary branded products including top-tier flower, vape pens, concentrates, edibles, tinctures and CBD products. Wholesale operations include an established distribution network serving more than 50% of the dispensaries in Arizona. Audited sales in 2017 of USD $7.4 million, sales in 2018 of USD $8.7 million. Nabis is currently evaluating 5-10 further investment opportunities across the full cannabis spectrum in Arizona *The purchase price is USD $7 million in cash, USD $2 million of common shares of Nabis ("Nabis Shares"), and USD $6 million deferred for 12 months, for an aggregate purchase price of USD $15 million for the Arizona assets. The Nabis Shares will be issuable upon closing of the Investment and the price per Nabis Share shall be calculated by reference to the 10-day volume weighted average price of the Company's shares on the Canadian Securities Exchange. 12#13WASHINGTON STATE - MATURE WITH PROVEN METRICS NABIS™ CSE: NAB Nabis acquired assets from PDT Technologies LLC ("PDT") in Washington State, including: Extraction & production equipment and the rights to lease the current production facility in Port Townsend, WA. Licensing rights to produce Chong's Choice Brand CO2 Vape Cartridges, one of the leading and most recognizable brands in the cannabis space. Nabis plans to expand the existing operations by constructing a new ISO designed extraction clean room and GMP lab facility, with new highly specialized equipment, including two new extraction lines, which could produce up to 20,500 kg of cannabis concentrate on an annual basis*. *Assumes closing of Definitive agreement announced on May 13th. The purchase price for the Washington State acquisition is USD $300,000 in cash. The revenue and adjusted EBITDA guidance provided herein is for illustrative purposes for investors to assess the value of the Investment and is subject to the assumptions that the price for cannabis and related products in Michigan State will remain consistent with current pricing, strong consumer, retention of key employees and management, no changes to the State and/or municipal regulations of retail operations and no changes to government regulations generally with respect to the sale of cannabis. 13#14CALIFORNIA - THE DOMINANT CANNABIS MARKET IN THE UNITED STATES NABIS TM Nabis has signed a definitive agreement to acquire 100% ownership of Desert's Finest, a dispensary in Desert Hot Springs, CA, consisting of: ● ● A 6,000 square foot dispensary, licensed by the State of California for the sale of cannabis products Plans to expand licensing to facilitate production and cultivation CSE: NAB 37,000 Registered Patients $5.7 Million in Sales (TTM) 47% Gross Profit Margin The dispensary currently sells a wide assortment of products including flower, vape and edibles, available at a variety of price ranges. *Assumes closing of Definitive agreement announced on June 12th. The purchase price for the Desert's Finest acquisition is USD $5.6 million composed of USD $1.9 million in cash and $3.8 million of Nabis' common stock. The revenue and adjusted EBITDA guidance provided herein is for illustrative purposes for investors to assess the value of the Investment and is subject to the assumptions that the price for cannabis and related products in California will remain consistent with current pricing, strong consumer, retention of key employees and management, no changes to the State and/or municipal regulations of retail operations and no changes to government regulations generally with respect to the sale of cannabis. 14#15GROWTH STRATEGY NABIS™ Identify and evaluate 'off market' vertically integrated acquisition opportunities Leverage management's strong existing relationships in the U.S. CLOSED ACQUISITION DEFINITIVE AGREEMENT CSE: NAB TARGET STATES 15#16NABIS RETAIL NABIS™ 3 product lines: Medical Lifestyle & Wellness Recreational ● Inviting & modern retail experience Clean & polished look & feel CSE: NAB NAB 16#17CANNOVA MEDICAL - INNOVATIVE TECHNOLOGY NABIS TM SUBLINGUAL STRIP bl O First-of-its-kind alternative cannabis consumption method Faster absorption into the bloodstream via under-the- tongue insertion Patent-protected production process combines formulations with water-soluble cannabinoids and natural active ingredients LOWA OM BESON w MA FIL 75 275 CAN CA CANNONA 2 CBD CBT CBE THC CANNOVA NOVAJET PRO Innovative printing machine used to produce customized strips with ability to infuse different quantities of cannabinoids & natural substances CSE: NAB Allows for development of highly measured, accurate and tailored strips Continued development in Israel of innovative, alternative solutions for cannabis consumption and other technology solutions that will shape the industry In consideration for the 49% interest, Nabis will pay Cannova US $1,000,000 and will issue to Cannova an aggregate of 5,911,111 common shares of Nabis ("Common Shares"). To exercise its option to acquire the remaining 51% interest, Nabis must make a nominal cash payment and issue to the Cannova shareholders 7,388,888 Common shares, which will be held in escrow and released subject to Cannova achieving certain performance milestones.#18BIS- CBD BRAND CREATED BY NABIS NABIS™ ● BIS (Be In Synergy), a new CBD exclusive brand created and owned by Nabis. Bringing innovative, high quality, patented, efficient and safe CBD product lines to the market combining unique formulations and technologies that change people's life for the better. A portfolio of products including an oral delivery system, CBD tablets, vaping series, cosmetics/skincare, hair care, CBD cream, CBD patches and sublingual films Recent passing of U.S. Farm Bill presents extraordinary opportunity to capitalize on an estimated US$22 billion wellness market. All BIS CBD products will undergo stringent laboratory quality assurance and quality control before formulation as well as group batch testing on products before distribution. CSE: NAB BİS Be In Synergy Be in Synergy 18#19NABIS INTERNATIONAL PHARMA INSPIRED Our technological expertise and infrastructure will enable full- cycle product development, commercial manufacturing and product commercialization Targeting value added operations which will assist Nabis portfolio companies across all aspects of their businesses Targeting GMP grade Biopharma facilities that will further our innovation and expertise in consumer products for the U.S. marketplace Evaluating multiple investment opportunities in Israel, the EU & Worldwide CSE: NAB 19#20Exchange: CSE Ticker: NAB At *$0.26 share **Market cap: $28 million Cash: Approx $20 million OTC: NABIF FRA: A2PL CAPITAL STRUCTURE *As at July 31, 2019 **Basic Market Capitalization S₂ SHARE STRUCTURE Issued and outstanding: 108,913,215*** Warrants and options: 56,314,681 Options: 6,237,500 Warrants: 50,077,181 (40,809,102 warrants at $1.10, 1,826,334 warrants at $0.90, 5,965,745 warrants at $0.75, 1,476,000 warrants at $0.15) Convertible debenture shares reserved for issuance: 38,986,666 Fully diluted: 204,102,045 Management and Insider Ownership: 29% ***7,388,888 shares held in escrow in relations to the Cannova acquisition, which would be released upon certain performance milestones for the acquisition of the remainder of Cannova. CSE: NAB 20#21CREATING IMMEDIATE VALUE AT AN UNPRECEDENTED SCALE NABIS™ VISION To be a leading investor in a portfolio of vertically integrated multi-state operations across the United States with global ambitions - establish "Anchor Investment Portfolio" of high-quality assets in a short period of time at the right price. STRATEGY Identify and acquire majority interests in high quality cash-flowing U.S. cannabis assets and brands in limited license states at a reasonable price. Implement Nabis' standards, consistency and operational experience with a focus on pharma- grade quality products for both the medicinal, wellness and rec markets. CSE: NAB STRONG MANAGEMENT Industry leading operators are CO- founders of MPX Bioceutical, the largest public takeover in the U.S. Cannabis industry to date (MPX merger with iAnthus for CAD $835 million) STRATEGIC TARGET SELECTION Limited license states, high revenue growth, EBITDA positive, vertically integrated operators in limited license. states with large addressable consumer populations. SYNERGY THROUGH SCALE Adding investment, operational, and product expertise throughout the corporate structure to drive EBITDA growth. 21#22THANK YOU Contact Us: [email protected] [email protected] CSE: NAB OTC: NABIF FRA: A2PL NABIS TM

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