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GREEN THUMB INDUSTRIES INC. INVESTOR PRESENTATION | OCTOBER 2019 CSE: “GTII” | OTC: “GTBIF”

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Page 1: GREEN THUMB INDUSTRIES INC.s23.q4cdn.com/166212319/files/doc_presentations/2019/10/... · 2020. 2. 11. · Green Thumb Industries is not affiliated with or sponsored by the above

GREEN THUMB INDUSTRIES INC.INVESTOR PRESENTATION | OCTOBER 2019

CSE: “GTII” | OTC: “GTBIF”

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CAUTIONARY STATEMENT

ON FORWARD-LOOKING STATEMENTS: This presentation includes information, statements, beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and

projections about future events, referred to herein as “forward-looking statements” or “forward-looking information”. Statements containing the words “believe”, “expect”, “continue”, “could”, “potential”, “predict”, “would”,

“intend”, “should”, “seek”, “anticipate”, “will”, “positioned”, “project”, “risk”, “plan”, “may”, “estimate” or, in each case, their negative and words of similar meaning are intended to identify forward-looking statements. By their

nature, forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions concerning, among other things, the Company’s anticipated business strategies, anticipated trends in the

Company’s business and anticipated market share, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions

could adversely cause GTI’s actual results, performance or achievements to be materially different from any projected results, performance or achievements expressed or implied by the forward-looking statements. In addition,

even if the outcome and financial effects of the plans and events described herein are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results

or developments in subsequent periods. Although GTI has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking

information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking information contained in this 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. You should not place undue reliance on forward-looking statements, which are based on the information available as of the date of this document. Forward-looking statements contained in this document are made

of the date of this presentation and, except as required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

Historical statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In this regard, certain financial information

contained herein has been extracted from, or based upon, information available in the public domain and/or provided by the Company. In particular, historical results should not be taken as a representation that such trends will

be replicated in the future. No statement in this document is intended to be nor may be construed as a profit forecast.

ON FUTURE-ORIENTED FINANCIAL INFORMATION: To the extent any forward-looking information in this presentation constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable

Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader

should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without

limitation, based on the assumptions and subject to the risks set out above under the heading “Cautionary Statement On Forward-Looking Statements”. For a discussion of some of the important factors that could cause GTI’s

results to differ materially from those expressed in, or implied by, the forward-looking statements included in this presentation, investors should refer to the disclosures contained under the headings “Risk Factors” and

“Cautionary Statement Regarding Forward Looking Information” in the Company’s Annual Information Form. GTI’s actual financial position and results of operations may differ materially from management’s current expectations

and, as a result, GTI’s revenue and expenses may differ materially from the revenue and expenses profiles provided in this presentation. Such information is presented for illustrative purposes only and may not be an indication

of GTI’s actual financial position or results of operations.

USE OF NON-IFRS MEASURES: In addition to disclosing financial results that are determined in accordance with International Financial Reporting Standards (“IFRS”), GTI also discloses in this presentation certain non-IFRS

financial information, including EBITDA and adjusted operating EBITDA. EBITDA means earnings before interest, taxes, depreciation and amortization and is a measurement of financial performance without having to factor in

financing decisions, accounting decisions or tax environments. Adjusted operating EBITDA is earnings before interest, taxes, depreciation, amortization, less certain non-cash equity compensation expense, including one-time

transaction fees and all other non-cash items. These financial measures are not recognized under IFRS, and when analyzing our performance or liquidity, as applicable, investors should use EBITDA and adjusted operating

EBITDA in addition to, and not as an alternative to, net income. See Appendix A for a reconciliation of EBITDA and Net Income.

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▪ Market Opportunity

▪ GTI’s Strategy

▪ Recent Big Wins

▪ Brand Portfolio & Rise Retail Concept

▪ Our Team

▪ Financial Execution

AGENDA

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OPPORTUNITIES IN THE CURRENT CANNABIS LANDSCAPE

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PROJECTED U.S. CANNABIS MARKET SIZE RIVALS ALCOHOL + TOBACCODRIVEN BY ILLICIT-TO-LEGAL SALES + NEW USER ADOPTION

$100B$

Ma

rke

t S

ize

($B

)$110B

$80B

$60B $60B

$120B

Statista; Cannabis category reflects projections from industry analysts

BE

ER

WIN

E

SP

IRIT

S

CA

NN

AB

IS

TOB

AC

CO

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…WITH MASSIVE GROWTH EXPECTED OVER THE NEXT 10 YEARS ACROSS A HIGHLY FRAGMENTED MARKET

20%C

om

po

un

d A

nn

ua

l

Gro

wth

Ra

te

BE

ER

WIN

E

SP

IRIT

S

CA

NN

AB

IS

TOB

AC

CO

1.3%2.3%

3.8%

2.0%

20%

Management estimates; Cowen Equity Research; Beer, Wine, and Spirits reflect historical 10yr CAGR; Tobacco reflects conservatively projected future 10yr CAGR; Cannabis reflects projected future 10yr CAGR

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BEER WEED

CONSUMERS ACTIVELY SEEKING ALTERNATIVESSEARCH FOR “WEED” SURPASSES “BEER” IN 2019

U.S. SEARCH INTEREST: WEED VS. BEER OVER TIME

Google Trends; October 1, 2019

Oct 1, 2019

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33

CHANGING CONSUMER SENTIMENT POSITIVE REGULATORY MOMENTUM

Farm Bill Passes Dec. 2018

ADDRESSES OPIOID EPIDEMIC INCREASING SUPPORT ANDSCIENTIFIC RESEARCH 2

THE END OF PROHIBITION BACKED BY GLOBAL MOMENTUM

SAFE Act Passed House Sept. 2019

States Act in U.S. Congress

States + D.C.Legal Programs

66% Bipartisan Support for Legalization

25% Reduction in Opioid Related Deaths1

NationalLegalization

30+ Countries Legal Program

(1) Journal of American Medicine; Medical Cannabis Laws and Opioid Analgesic Overdose Mortality in the United States, 1999-2010; (2) UCLAHealth.org/cannabis

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$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

U.S. CANADA

U.S. CANNABIS INDUSTRY TRADES AT A DISCOUNT COMPARED TO CANADIAN PEERS

(1) Analyst reports and management estimates; October 1, 2019

The U.S. has 10x the population

and ~8x the estimated market

size compared to Canada.

Yet, the Canadian market cap is

~2x its market size vs. U.S. at

~0.2x.

U.S. vs. CANADIAN MARKET OPPORTUNIT Y 1

ESTIMATED MARKET SIZE ($B) MARKET CAP ($B)

As legalization and capital gaps

close, U.S. innovation is

expected to lead the global

cannabis movement.

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CSE: “GTII” | OTC: “GTBIF”

LEAD U.S. CANNABIS

WE ARE ON A MISSION TO EMPOWER THE

RIGHT TO WELLNESS BY PROGRESSINGRESPONSIBLE ADULT USE OF CANNABIS

Authentic Family of Brands

People-First Retail Experiences

Commitment to Community

Sustainable Profitable Growth

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CONSUMER FIRSTLead with consumer-forward

brands and people-first retail

experiences

OPERATIONAL EXCELLENCE Deliver legendary customer

experience through best-in-class

operational efficiency, safety,

quality, and sustainability

GAIN SHAREEstablish foundation for

sustainable, profitable

national distribution

STRATEGY: DISTRIBUTE BRANDS AT SCALE

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GTI AT A GLANCE

with first-mover advantage

across 12 states, reaching

150+ million people

drives margins and

scalable growth

for entering markets,

getting operational, and

gaining market share

innovative, high-quality,

consumer-centric, and

distributed at scale

Leading U.S. Operating Platform

Vertically Integrated Supply Chain

Proven Track Record

Strong Balance Sheet

with financial flexibility to

support growth

with a culture of

shareholder alignment

Experienced Executive Team

Inspire Impact

Portfolio of Consumer Brands

in the communities

we serve

for strategic growth and

market expansion

Disciplined Capital Allocation

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(1) Based on fully diluted share count at market close September 30, 2019; share price at market close September 30, 2019 USD$8.16

OUR NATIONAL FOOTPRINT 12 Markets

GTI Current Markets

$1.7 B1

Market cap

95 Retail licenses

12 States

1200+Team membersNationwide

$44.7 M 2Q19 Revenue +228% vs. YA; +60% QoQ

6Owned Brands

151 MAddressable market population

2014Year founded

32Open Stores

13Production facilities

GTI BY THE NUMBERS

WE ARE

A GROWTHCOMPANY

WE ARE

A RETAILCOMPANY

WE ARE

A CONSUMER PRODUCTS

COMPANY

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DIVERSIFIED FAMILY OF CONSUMER BRANDSTO DISTRIBUTE AT SCALE

• Sales network for full retail distribution

• Production across all product categories

(Inhaleables; Ingestibles; Topicals)

We are committed to developing effective and

innovative products that help people live their

best lives, every day.

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Significant capacity to

cultivate raw cannabis to

supply production needs

CULTIVATION MANUFACTURING WHOLESALE + RETAIL

SCALED PRODUCTION + DISTRIBUTION ACHIEVED THROUGH SUPPLY CHAIN OWNERSHIP

Robust processing and

manufacturing with over 300

SKUs in current production

Branded products distributed and

sold wholesale to third-party retailers

+ through GTI-owned retail stores

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GTI RETAIL OVERVIEW

GTI Current Markets Retail Store Essence Retail Store

People-first retail experience focused

on best-in-class service + selection

95 high volume retail locations;

32 stores open as of 10/1/2019

A NATIONAL PEOPLE-FIRST RETAIL CONCEPTHIGH GROWTH BUSINESS WITHIN THE BUSINESS

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ANTHONY GEORGIADISCHIEF FINANCIAL OFFICER

DIRECTOR

Decades of consumer experience

creating, marketing, distributing, and

retailing beloved consumer brands.

GTI EXECUTIVE TEAM

BEN KOVLER FOUNDER, CEO

CHAIRMAN

JENNIFER DOOLEYCHIEF STRATEGY OFFICER

ANDREW GROSSMANHEAD OF CAPITAL MARKETS

BETH BURKINTERIM CHIEF LEGAL & COMPLIANCE OFFICER

ARMEN YEMENIDJIANPRESIDENT

JULIE KNDUSON CHIEF PEOPLE OFFICER

Green Thumb Industries is not affiliated with or sponsored by the above Companies and logo use does not represent an endorsement of Green Thumb Industries.

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GTI BOARD OF DIRECTORS

GLEN SENK WENDY BERGER

WENDY brings decades of experience instrategic planning, execution, and exitsfor rapid growth start-ups, in addition toa tenured career in real estate planning,development, and transactions. She co-founded and was COO of NeoglyphicsMedia Corporation, one of the country’sfirst website development firms whereshe was integral in successfully scalingthe organization from start up to anexit in March 1998 for $65 million.Following, Ms. Berger was employeenumber 11 at Orbitz, the Travel websitefounded in 2000, where she wasDirector of Strategic EnterprisePlanning.

Wendy is principal of WBS Equities,LLC., which specializes in ground-upconstruction, renovation, development,sale lease back transactions andacquisitions.

GLEN is a creative leader who hasworked with several of the world’smost iconic brands. In 1994, he joinedUrban Outfitters (NASDAQ: URBN) aspresident of Anthropologie, which wasthen a single-store prototype. Duringthe course of growing Anthropologieinto a billion-dollar brand, Glen wasnamed executive vice president ofURBN in 2002, elected to thecompany’s board of directors in 2004,and named CEO of URBN in 2007.

Glen also served as CEO for America’sleading fine jewelry brand DavidYurman and founded Front RowPartners in April 2014. Glen currentlyserves on the board of directors ofAritzia (TSE: ATZ), Boden, KendraScott and Opening Ceremony.

WES MOORE

WES is a bestselling author,decorated army combat veteran,and Chief Executive Officer atRobin Hood, New York City’slargest poverty-fightingorganization. Before becomingCEO at Robin Hood, Wes was thefounder and CEO at BridgeEdU, aninnovative platform addressing thecollege completion and jobplacement crisis. Wes also hostsOprah Winfrey Network’s "BeyondBelief" and PBS’s "AmericanGraduate Day" and is the ExecutiveProducer and host of PBS’s"Coming Back with Wes Moore",focusing on the reintegration ofIraq and Afghanistan veterans.

Wes also served as a White HouseFellow to Secretary of StateCondoleezza Rice.

CEO Ben Kovler is the Chairman and CFO Anthony Georgiadis is a Director.

WILLIAM GRUVER

BILL brings extensive capital marketsexperience after a 20-year tenure atGoldman, Sachs & Co. Under hisleadership, Bill transformed theequities division through therestructure and redeployment ofpeople and capital to become one ofthe firm’s largest and most profitabledivisions. Bill serves as director, andsits on the audit committees, ofGeisinger Health and Private ClientBank. He is also a national arbitratorof the Financial Industry RegulatoryAuthority and now holds the HowardI. Scott Chair in Global Commerce,Strategy and Leadership at BucknellUniversity.

Bill is a decorated veteran, havingserved as a qualified officer of thedeck in the nuclear submarine force ofthe United States Navy.

ALEX YEMENIDJIAN

Alex Yemenidjian has served asChairman of the Board and ChiefExecutive Officer of Armenco Holdings,LLC, a private investment company,since January 2005, and co-foundedIntegral Associates, which was acquiredby GTI. Mr. Yemenidjian served asChairman of the Board and ChiefExecutive Officer of Tropicana LasVegas Hotel & Casino, Inc. from July2009 to September 2015. He also servedas Chairman of the Board and ChiefExecutive Officer of MetroGoldwyn-Mayer Inc. from April 1999 to April 2005and was a director from November 1997to April 2005. Mr. Yemenidjian wasdirector of MGM Resorts International,Inc. (“MGM”) (formerly MGM Grand,Inc. and MGM Mirage Resorts, Inc.)from 1989 to 2005 and was its presidentfrom 1995 to 1999.

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GREEN THUMB FOR GOODCOMMITTED TO OUR COMMUNITIES

Across the country, GTI is proud to build a

culture of community support by partnering and

giving back to organizations that inspire impact.

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A CULTURE OF SHAREHOLDER ALIGNMENT

MANAGEMENT OWNERSHIPExecutive team holds meaningful

equity ownership + has real cash

invested in the business

CORPORATE GOVERNANCEFour of seven Independent

Members on Board of Directors

EMPLOYEEOWNERSNearly 300 GTI team members

are shareholders

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STRATEGY SUPPORTED BY STRONG FINANCIALS FOR ALIGNED, SUSTAINABLE PROFITABLE GROWTHSUMMARY INCOME STATEMENT(USD $000s)

Revenue

Gross Profit

Adjusted Operating EBITDA1

Net Income

Cash

Debt

$135,759

As of Jun 30, 2019

96,300

(1) Adjusted Operating EBITDA defined as earnings before interest, taxes, depreciation, and amortization, less certain non-cash equity-based

compensation expenses, and one-time transaction fees and all other non-cash items.

SUMMARY BALANCE SHEET(USD $000s)

Net Working Capital 93,611

FULLY DILUTED CAPITALIZATION TABLEShare Class (As of 9/30/2019)

Subordinate Voting Shares

Multiple Voting Shares

Super Voting Shares

Employee Stock Ownership Plan

TOTAL Fully Diluted Shares

127,067,085

37,704,100

40,228,900

4,733,181

213,395,913

Warrants 2,172,927

1,489,720Exchangeable Receipts

$13,625

2018

6,288

656

392

23,238

5,049

$44,727

2019

(22,243)

3 Months Ended Jun 30

TOTAL Shares Outstanding 205,000,085

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TRACK RECORD OF STRATEGICALLY EXECUTING NATIONAL EXPANSION PLANS TO DISTRIBUTE BRANDS AT SCALETHROUGH 31 PURE LICENSE WINS AND 13 M&A TRANSACTIONS SINCE 2015

Illinois• 2015: Won 2 cultivation/processing

Nevada• 2015: Acquired 1 cultivation, 1 processing • 2019: Acquired Integral Associates: 2

Production in Las VegasMaryland

• 2017: Acquired 1 processing• 2018: Won 1 cultivation license• 2019: 1 cultivation license approved

OVERVIEW OF GTI BUSINESS INFRASTRUCTURE DEVELOPMENT

WHOLESALEBUSINESS

Illinois• 2015: Won 1 retail license• 2016: Acquired 50% of 1 retail store• 2017: Acquired 2 operating retail stores• 2019: Acquired 1 operating retail store

Nevada• 2015: Acquired 2 retail licenses• 2019: Acquired Integral Associates: 3

retail in Las Vegas; won 8 additional retail licenses

Maryland• 2017: Won 1 retail license; Acquired 2

retail licenses

Massachusetts• 2016: Won 2 cultivation/processing

Pennsylvania• 2017: Won 1 cultivation/processing

Florida• 2018: Acquired 1 cultivation/processing

Ohio• 2019: Won 1 processing license; Awarded

cultivation license

Arkansas• 2018: Applied, did not win

New York• 2018: Definitive for 1 production

New Jersey• 2018: Won 1 production license

California• 2019: Acquired Beboe brand

Connecticut• 2019: Acquired Advanced Grow

Labs; 1 production

RETAILBUSINESS

Massachusetts• 2016: Won 2 retail licenses• 2018: Acquired 1 retail location in

BostonPennsylvania

• 2017: Won 3 retail; Partner to own 3 additional retail

• 2018: Won 12 additional retail licenses

Florida• 2018: Acquired 30 retail locations• 2019: Program expansion for 5

additional retail locationsOhio

• 2018: Won 5 retail licenses

Arkansas• 2018: Applied, did not win

New York• 2018: Definitive for 4 retail licenses

New Jersey• 2018: Won 1 retail license

California• 2018: Won 1 retail license in West

Hollywood (includes consumption lounge)• 2019: Won 1 retail license in Pasadena

and 1 retail license in Culver City Connecticut

• 2019: Acquired AGL; 1 retail license

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GTI AT A GLANCE

with first-mover advantage

across 12 states, reaching

150+ million people

drives margins and

scalable growth

for entering markets,

getting operational, and

gaining market share

innovative, high-quality,

consumer-centric, and

distributed at scale

Leading U.S. Operating Platform

Vertically Integrated Supply Chain

Proven Track Record

Strong Balance Sheet

with financial flexibility to

support growth

with a culture of

shareholder alignment

Experienced Executive Team

Inspire Impact

Portfolio of Consumer Brands

in the communities

we serve

for strategic growth and

market expansion

Disciplined Capital Allocation

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THANK YOU.

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APPENDIX ANET INCOME TO ADJUSTED OPERATING EBITDA RECONCILIATION

(1) EBITDA defined as earnings before interest, taxes, depreciation, and amortization; (2) Adjusted Operating EBITDA defined as EBITDA less other

income, plus non-cash share-based compensation, and one-time transaction related expenses.

(USD $000s)

Net Income (IFRS)

Interest income

Interest expense

Income taxes

EBITDA1 (non-IFRS measure)

Adjusted Operating EBITDA2 (non-IFRS measure)

$25,015

2018

(378)

467

(1,581)

(536)

6,183

$(22,026)

2019

(177)

3 Months Ended Jun 30

Depreciation + amortization 7,181 640

(9,375) 29,996

Other income 6,641 (34,612)

Share-based compensation, non-cash 6,339 1,007

RTO-related expenses -- 4,265

Acquisition, transaction + other non-operating costs 1,445 --

5,049 655