corporate presentation january 2020...jan 22, 2020 · 2018 q1 q2 q3 q4 2019 q1 q2 q3 q4 2020 q1 q2...

W W W . A S T E R I O N C A N N A B I S . C O M

C O R P O R A T E P R E S E N T A T I O N J A N U A R Y 2 0 2 0

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COMPANY OVERVIEW

Asterion Cannabis Inc. (“Asterion” or the “Company”) is a Canadian medicinal cannabis company with a wholly-owned Australian subsidiary, Asterion (Australia) Pty Ltd. With its cultivation to market strategy, the Company is focused on being a leader in and advancing cannabis agriculture, producing the highest quality, lowest cost, genetically uniform cannabis strains and products.

The company is led by a team of highly experienced executives with successful track records managing projects spanning the globe –North America, Europe, the Middle East, and Asia-Pacific.

Asterion has completed the sophisticated engineering designs to develop the largest purpose-built, state-of-the-art, medicinal cannabis greenhouse facility in the developed world.


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LOCATION

The 75 hectare (~185 acres) site for the facility is located near the ‘Garden City’ of Toowoomba in the Darling Downs district of Queensland.

The site is in close proximity toToowoomba’s Wellcamp Airport, developed and owned by the *Wagner’s, which provides access to international routes and markets.

Development area:• Appropriate zoning• Access to water and power• Commercial and agricultural hub• Educated and trained employment

catchment area


*The Wagner family developed the Toowoomba Wellcamp Airport, the first public airport to be constructed in Australia in 50 years. It was built entirely with private money and completed in less than 20 months. Toowoomba Wellcamp Airport has become a thriving international airport and a regional international gateway.

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Asterion’s 75 hectare / ~185 acre site includes 400,000 m2 / 4.3 million ft2 of greenhouse cultivation. The facility will also host a world-class tissue culture propagation facility, research and quality assurance laboratories, advanced security systems, and onsite EU-GMP manufacturing for the Company’s end products.

The development will be in three stages:

1 https://www.newswire.ca/news-releases/aurora-sky-receives-cultivation-license-from-health-canada-671613493.html

FACILITY

Phase 1: All earth works, security and auxiliary buildings for processing, extraction, and processing and a10 hectare greenhouse : Module 1.

Phase 2: 10 hectare greenhouse : Module 2

Phase 3: 20 hectares of greenhouse : Modules 3 & 4

Squared feet is expressed as “ft2”, metres squared as “m2”, and approximately as “~”.

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4New access road

FACILITY

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ASTERION DESIGNING FOR SUSTAINABILITY

Asterion is committed to reducing its carbon and water footprint at every opportunity. The facility’s custom-design includes focused engineering efforts to mitigate environmental impacts, such as efficient use of space and non-toxic processing.

The glasshouse roof drainage systems will capture as much rainwater as possible. The company is working to devise intelligent water systems that will allow the re-use and re-capture of water from every available source within 5 miles of the facility. Internal water recycling and eco-efficiencies will further reduce our water intake.

Operations will continue the environmentally-friendly approach with sustainable packaging and materials being used wherever possible. Asterion is also exploring the opportunity to develop recycling programs for non-regulated waste that could be integrated into the local recycling economy.

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Q12021

Schematic Design

Civil works and service installations begin

Anticipating: Concrete Works Commence

Facilities Concept Design

ACHIEVEMENTS & NEAR-TERM MILESTONES

License submissions submitted to ODC (and TGA)

Q4Q3Q2Q12020Q4Q3Q2Q12019Q4Q3Q2Q12018

Asterion Cannabis Inc. established in Vancouver, Canada

Norton Rose Fulbright appointed Asterion legal counsel in Australia

Asterion Cannabis (Australia) Pty Ltd established as wholly-owned subsidiary of Asterion Cannabis Inc.

Asterion directors met with federal Health Minister Greg Hunt

Dutch greenhouse specialist Van der Hoeven appointed

TGA specialized consultants engaged for preparation of ODC cultivation and manufacturing license submissions in Canberra


QAAFI - research program signed

ODC – Office of Drug Control (Australian Government, Department of Health)TGA – Therapeutic Good Administration (Australian Government, Department of Health)EPC – Engineering procurement and constructionQAAFI - Queensland Alliance for Agricultural and Food Innovation (University of Queensland)

Heads of Agreement signed for 75 ha site adjacent airport

Australian government awards Major Project Status

75 hectares land purchase agreement signed

John Wagner appointed as Strategic Advisor

Equity Agreement with Wellcamp

PreveCeutical & Asterion Sol-Gel Option Agreement

Anticipating: Earthworks Commence

Cannabis harvest and domestic production is anticipated for Q3-2022. Asterion will procure customized distillates and flower to establish the brand in Australia prior to cultivation production.

Anticipating: Financial IPO & Debt Facility

Development Approval Permit Received

Operational Works Permit submitted

ODC Licenses Granted

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OFFICE OF DRUG CONTROL

The Australian government, Department of Health, Office of Drug Control has granted Asterion a medicinal cannabis license, a cannabis research license, and a manufacture license.

The cannabis research license authorizes the Company’s research partner, Queensland Alliance for Agriculture and Food Innovation (“QAAFI”) at the University of Queensland to commence the controlled growing of cannabis plants and to formulate medicinal cannabis-derived bulk active pharmaceutical ingredient (API) salts, and separately, for their incorporation into various dosage formulations, including but not limited to tablets, capsules, oils, oral sprays or soluble gels.

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DEVELOPMENT APPROVAL PERMIT

Asterion has received the required Development Approval permit from the Toowoomba Regional Council (the “Council”). After successfully demonstrating that the proposed design and operational parameters for the project meet the stringent requirements for a development of this size, the Council accepted Asterion’s proposal.

The design includes optimization for environmental sustainability, including water-saving and practices that reflect the environmental expectations of the Council and the broader Toowoomba community.

Unique to the project are several important technical and operational innovations that will enable Asterion to meet the demands of a mature global pharmaceutical market-place.

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GOVERNMENT & REGIONAL SUPPORT

The Australian federal government has granted Asterion’s Toowoomba project Major Project Status. This formal recognition of national strategic significance for the project will provide access to essential facilitation support and a single-entry point to a coordinated approvals process. The Toowoomba Regional Council (the “Council”) has accepted and approved the required Development Approval Permit and the Operational Work Permit has been submitted.

The Queensland Premier and Cabinet are engaged with Asterion and have expressed excitement by the economic benefits the project is poised bring to Queensland.

These benefits will include substantial employment opportunities in the form of up to 1500+ full and part-time jobs. Additionally, the project will bring advances in science and research which will in time attract further investment to the state.

11W W W . A S T E R I O N C A N N A B I S . C O M

QUEENSLAND GOVERNMENT


QUEENSLAND GOVERNMENT


TOOWOOMBA REGIONAL COUNCIL

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The Hon Karen Andrews MPMinister for Industry, Science and Technology

MS19-000233

Mr Paget HargreavesPresident and DirectorAsterion (Australia) Pty LtdPO Box 6243FAIRFIELDS GARDENS QLD 4IO2

Dear Mr Hargreaves

Tlrank you for your letter of 28 February 2019 requesting Major Project Status for Asterion(Australia) Pty Ltd's medicinal cannabis cultivation and processing project.

I am pleased to advise you that I have approved Major Project Status for the AsterionMedicinal Cannabis Project until28 February 2022, by which tirne I understand key projectmilestones are expected to be achieved. The Asterion Medicinal Cannabis Project offers anopporlunity to grow and diversify the Australian economy and contribute to the economicdeveloprnent of south-east Queensland.

The selvices of the Major Projects Facilitation Agency will continue to be available to yourcompany to help facilitate a timely and efficient approvals process for your proposeddevelopment. The Agency can also assist rvith infonlation about, or referrals to, relevantAustralian Government agencies that are providing assistance programs.

Please note that Major Project Status does not imply any Government guarantee fol thecotnmercial success of your project, nor does it absolve the project from meeting therequirements of the approvals process.

Your main contact in the Agency will continue to be Ms Liz Bowden. Mr Barry Gordon, theAgency's Assistant National Manager, is also be available to assist. Mr Gordon can becontacted on 02 6102 9918 or barr)r.gordon@industr)r.gov.au.

I wish you well with the progress of your project.

Yours sincerely

h 0r*Karen Andrews

I tu tzorg

Parlianrent House. Canbera ACT 2600 Teleplrone (02) 6271 1010


FEDERAL GOVERNMENT


FEDERAL GOVERNMENT

02 August 2019 - Media release: Government Changes a Big Step Forward for Toowoomba’s Medicinal Cannabis Project

The Hon Dr. John McVeigh MP – Federal Member for Groom

Source: http://johnmcveigh.com.au/Media/Media-Releases/ID/236

Toowoomba’s future as a major global player in the medicinal cannabis industry is a step closer, following the announcement by the Morrison Government today that from next month it will prioritise licences for medicinal cannabis projects that have been granted Major Project Status.Federal Member for Groom John McVeigh said the $450 million medicinal cannabis proposal at Wellcamp was granted Major Project Status earlier this year, reflecting its likely impact on exports, jobs and industry development.

“Under today’s announcement from the Minister for Health, applicants with Major Project Status will be given priority to medicinal cannabis licences through the Office of Drug Control.

“This is great news for the medicinal cannabis industry, in particular the Asterion project in Toowoomba.

“The support of Government to help streamline processes and facilitate projects that will pioneer the development of the medicinal cannabis industry in Australia is an exciting step forward.”

Dr McVeigh said Toowoomba has the perfect mix of climate, transport and logistics support, and research and development capacity to support the Asterion medicinal cannabis project.

“This significant project is expected to create 800 full time jobs and 300 part time, including jobs for scientists undertaking advanced research in both medicine and horticulture,” Dr McVeigh said.“I have been very pleased to work with representatives of Asterion to help advocate for this important project and reiterate the significance of this development for or region and for rural Australia,” he said.

Asterion CEO and Chair Stephen Van Deventer said the new arrangements would help progress the medicinal cannabis industry in Australia and see large-scale investment get underway.

“It is a great step forward and I am very pleased that the Commonwealth Government has acknowledged the importance of the Asterion project to the Australian economy.

“This significant project will help generate $1 billion in exports of medicinal cannabis around the world, as well as support new jobs and opportunities in regional Australia,” he said.


LOCAL ENTERPRISE COLLABORATION

10 May 2019 Mr. Paget Hargreaves President and Director Asterion Cannabis PO Box 6243 Fairfield Gardens Qld 4103 Dear Paget Re: Enterprise Evening success Thank you for presenting at the TSBE Enterprise Evening last night (9 May) at the Toowoomba Wellcamp Airport. Your presentation was well received by the 300 or so attendees and the feedback has been incredibly positive. The Asterion development is certainly one for our region to become excited about. With 1200 potential jobs, the benefit of local procurement and the export opportunities it means that your project will be a major economic driver of our region. As an economic development organization, TSBE is grateful that you spoke candidly about the project to our members at the event. We look forward to working closely with you and your team in the future and we wish you all the best in your approval process. Yours sincerely,

Ali Davenport CEO TSBE

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CLONAL PROPAGATION RESEARCH PROGRAM


Asterion has entered into a collaborative research contract with the Queensland Alliance for Agriculture and Food Innovation (“QAAFI”) at the University of Queensland consisting of an eighteen month, ‘proof-of-concept’ clonal propagation research program.

The research will identify and establish a proprietary, genetically stable, repeatable, high yield tissue propagation procedure for a number of cannabis strains. The use of tissue culture will provide a pathogen-free source of stable genetics, eliminating the need for mothers and manual cloning procedures.

The intellectual property generated through the research will be wholly-owned by Asterion, creating a suite of technologies and procedures absolutely necessary for large scale cannabis facilities.

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CLONAL PROPAGATION KEY BENEFITS


* Stock images from left to right: Doctor cultivating cell tissue in culture plate in laboratory, analysis of cannabis, plant tissue culture in a laboratory.

• Ability to maintain a genetic lineage or “tissue banking”.• Provides for the production of consistent, standardized levels of

THC, CBD and all other cannabinoids in cultivars.• Helps to deliver precision dosage composition; repeatability of

dose; greater ability to customize dosage by measure. • Aids in consistent therapeutic effect over time.• Product efficacy and safety can be properly monitored.• Building an evidence-base for the efficacy of medicinal cannabis

by enabling the comparison of findings from different clinical trials and studies.

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PREVECEUTICAL SOL-GEL OPTION AGREEMENT


PreveCeutical Medical Inc. and Asterion Cannabis Inc. have entered into an option to purchase agreement whereby PreveCeutical has granted to Asterion the right and option to purchase up to 51% of PreveCeutical’s right, title and interest in and to certain intellectual property rights related to a soluble gel nasal delivery system for the nose-to-brain delivery of therapeutic formulations, including cannabis and cannabinoids.

“This option agreement presents a unique and timely opportunity for PreveCeutical. We are excited to further our existing strategic partnership with Asterion and are confident that Asterion will assist PreveCeutical in the rapid commercialization of the Sol-Gel IP. ”

– PreveCeutical President & Chief Science Officer, Dr. Mak Jawadekar

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CANNABIS OPERATIONS

Operations development are under the direction of one of the most experienced cannabis start-up and operations teams with an extensive performance history building and operating cannabis cultivation and cannabis sales under strict government regulations.

Highlights

• Designed, built and led the operations of what was at the time, the world’s largest federally legal cannabis production facility in suburban Toronto.

• Have taken four cannabis companies public.• First legal international transfer (import) of cannabis genetics into Canada.• Successfully undertook the first cannabis exports out of Canada.• Led the SOP/QA process for four cannabis cultivation and three cannabis

sales licensees in Canada;• and a medicinal cannabis license, a cannabis research license, and a

manufacture license in Australia.


21

EARLY REVENUE

The international networks of our executives benefits us in the import of customized distillates and flower to establish the Asterion brand in Australia prior to cultivation production. Off-take will be purchased from licensed producer(s) in jurisdictions where federally legal.

• Local executives have built a network of prescribing practitioners through which patients will access Asterion medical formulations

• PreveCeutical will customize to extend their product suite into cannabis product range

• Targeting Jan. 2021• Already affected two imports into the country• Establishing a bonded warehouse on the Wellcamp (Wagner’s)

Airport property.

22

PROPOSED PRODUCT RANGE

Asterion will lead global patient adoption of successful and novel formulations and formats to ensure the needs of broad and targeted patient categories are met, in keeping with the formats permitted in each jurisdiction.

We recognize that the dominant cannabis format today, even for medical, remains dried flower, despite the obvious contradictions with smoking or vaping (inhaling) cannabis smoke or vapour. The medical profession is moving to extracts in various formulations.

Our partner company, PreveCeutical, will continue to develop novel formats to increase bioavailability and enable managed dosing.


License applications were submitted to the ODC in December 2018 for research and development, cultivation and manufacturing.

23

PROPOSED PRODUCT RANGE

Proposed products (under license application to ODC*):• Dried flower in single patient packs• Powdered cannabinoid salt (extract/API*)• Cannabis extract/API* dry powder & tablets & capsules• Cannabis extract/API nasal ‘Sol-Gel’ spray• Cannabis oil• Cannabis oil gelatin capsules


*API – Active Pharmaceutical Ingredient*ODC – Office of Drug Control

24

WHITE LABEL PRODUCT MIX

Australia is forecast to have a medical demand of up to 250,000 patients by 2025 with an estimated annual consumption of 100,000 kg of dried flower equivalent (50,000 kg by Q4 2022).

We target that Asterion may earn up to 10% - 33% of the Australian market. Once Phase 1 is at 100% of capacity, we will need to export up to 100,000 kg/year.

In addition to branded exports of finished product, wholesale exports are optimally served with crude extract or distillates into the destination markets to permit value-add (packaging and finishing) in each of those markets, respecting jurisdictional regulations, preferences and politics.

Asterion’s white-label export product mix will include:• Ethanol-based broad-spectrum pure distillates (CBD & THC dominant)• Super-critical CO2 distillates (liquid)• Pre-filled gel-caps

A material financial advantage of shipping distillates is that it greatly reduces transport costs of shipping air-filled dried flower containers.


25

• Global spending on legal cannabis, medical and adult use, is projected to reach up to USD $63.5 Billion by 20241 and USD $146.4 Billion by 20252

according to various research reports and studies.

• The medical cannabis market in Australia could be worth over AUD$1.2 billion annually by 2024, quickly ramping up to AUD$3 billion by 2028.3

• Australia’s global reputation as a trusted regulator will enable Asterion to build export channels to pharmaceutical manufacturers, health and wellness companies and nutraceutical businesses around the globe.

• Asterion is one of only a few global producers, with the scientific expertise, GMP understandings, agricultural cultivation and pharmaceutical exportation experience capable of exploiting this opportunity.

MARKET OPPORTUNITIES

1https://www.marketwatch.com/press-release/far-reaching-legalization-efforts-will-grow-the-cannabis-industry-2018-07-242https://www.grandviewresearch.com/press-release/global-legal-marijuana-market


3https://markets.businessinsider.com/news/stocks/the-oceania-cannabis-report-projects-regional-cannabis-industry-estimated-to-be-worth-aud-12-3-billion-by-2028-1027657361

26

MARKET OVERVIEW - OCEANIA/ASIA-PACIFIC


Australia has an open and globally integrated economy, making it a trusted partner for trade and investment; 10 of the country’s top 12 export markets are within Asia and Oceania.

China is forecast to develop a medical cannabis market worth $178 billion in the near future. China has already established global dominance in hemp, producing nearly half the world’s supply. Similarly, Japan is expected to eventually mature into a medical marijuana market worth $16 billion.

While some Asian countries take a restrained view of cannabis, others, such as Thailand and Malaysia, are looking to move forward in this sector.

Malaysia’s Deputy Health Minister Dr Lee Boon Chye said earlier this year : “If there is enough information to show it [medical cannabis] is safe and effective for use for certain conditions, then the ministry will be able to consider based on the particular indication”.

Source: https://prohibitionpartners.com/reports/#asian-cannabis-report and www.austrade.gov.au

Australian Advantage


GLOBAL MEDICAL MARKETImplied demand for flower & extracts is over 10 MM kg/year

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Medical Market Sizes in $MM

Flower Only Flower & Extracts

Pending Medical Cannabis Laws or Countries of InterestActive Medical Cannabis Laws as of 2018

$180 Billion Medical Market coming

online over the next 10-15 years.

(2018 data from 37 countries)

Source: Eight Capital – 2018 Outlook: legalization will lead to Globalization

28

0

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18-Dec 19-Jan 19-Feb 19-Mar 19-Apr 19-May 19-Jun 19-Jul 19-Aug 19-Sep 19-Oct 19-Nov 19-Dec

SAS-B approval by month


AUSTRALIA - MEDICINAL CANNABIS

Australia’s emerging medicinal cannabis market is showing rapid

growth. The month of January 2018 only had 60 approvals and by

the end of 2019 approvals were up to 3,682.

Australia’s Therapeutic Goods Administration (TGA) has green lit medical cannabis trials for a number of new conditions, including

epilepsy, dementia, and Alzheimer’s.

Graph source: https://twitter.com/rhyscohen Stat confirmation: https://www.tga.gov.au/access-medicinal-cannabis-products-1


Graph source: https://www.linkedin.com/pulse/lets-provide-access-medical-cannabis-do-research-same-rhys-cohen

AUSTRALIA - MEDICINAL CANNABISCannabis Prescriptions & Approvals – By Indication

30

By completion of the full project the company expects to create up to 1500+ full and part time jobs across the areas of:

• Cultivation• Extraction to deliver the highest grade products• Processing and Packaging to EU GMP standards• Manufacturing• Quality assurance (QA)• Quality control (QC)• Logistics and supply chain management to meet domestic and

export market demands• Marketing, sales and administration• Security

JOB OPPORTUNITES



INDUSTRY PEERS

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.COMPANY TICKER *MARKET CAP (CAD)

Canopy Growth TSE: WEED $10.43 Billion

Cronos Group Inc. TSE: CRON $3.37 Billion

Aurora Cannabis TSE: ACB $2.40 Billion

Tilray Inc. NASDAQ: TLRY $2.26 Billion

Aphria Inc. TSE: APHA $1.63 Billion

OrganiGram Holdings Inc. TSE: OGI $454.67 Million

Supreme Cannabis Company Inc. TSE: FIRE $171.85 Million

Aleafia Health Inc. TSE: ALEF $160.45 Million

Cann Group Ltd. ASX: CAN $137.37 Million

AusCann Group Ltd. ASX: AC8 $91.46 Million

Medlab Clinical Ltd. ASX: MDC $60.97 Million

Cann Global ASX: CGB $52.07 Million

THC Global Group Ltd. ASX: THC $49.55 Million

32

NATURAL HEALTH PRODUCTS

Asterion has three, Health Canada approved, natural sleep aids which have been licensed to PreveCeutical Medical Inc.

Blissful Sleep and Blissful Sleep Ex both contain hops (Humulus lupulus) and valerian root (Valeriana officinalis).

Skullcap Serenity contains powdered or extracted American Skullcap (Scutellaria lateriflora) leaves. Skullcap Serenity’s ingredients are also traditionally used to calm nervousness and alleviate pain associated with menstrual cramps.

Valeriana officinalis Humulus lupulus Scutellaria lateriflora

Products meet or exceed the requirements of the European Pharmacopoeia and Health Canada in all quality measurements.


Our team expertise is our greatest resource. Over 200 years of combined experience in:

TEAM

• Finance• Corporate Relations• International Business Development• Pharmaceuticals• Nutraceuticals• Preventive Health• Cannabis

• Commercialization• Natural Resources• Renewable Energy• Industrial Development• Multi-jurisdiction Exporting• Hi-tech Horticulture• State-of-the-art R&D

34

Hamish Sutherland MBAPresident (Canada) Chief Operating Officer & Director (Canada & Australia)

Mr. Sutherland over the last three decades has overseen hundreds of millions of investor dollars and built start-ups on three continents. One of a rare few who has hands-on experience in developing a successful cannabis company, passing more than 50 inspections by Health Canada. The founding COO for BedrocanCanada he delivered over $750 Million in returns for shareholders. Mr. Sutherland also managed the first legal transfer of live cannabis plant material from Holland to Canada, as well as the “greenfield” construction and commissioning of Bedrocan’s 52,000 sq.ft. state-of-the-art automated facility. As the former Investment Commissioner, for the Australian Trade Commission, Mr. Sutherland was responsible for establishing 17 offshore companies entering North America for the first time and guiding $100 million in direct investment and acquisitions between Australian and Canadian companies.


Stephen Van DeventerChairman & Chief Executive Officer (Canada & Australia)

Mr. Van Deventer is an experienced business person and corporate director. Specialising in international corporate relations and business development over the last twenty-five years, Mr. Van Deventer has focused on launching small to medium-sized companies into the public markets in Canada, the United States and Europe. He spearheaded the financing and RTO of Aurora Cannabis, after helping to create its structure and provide strategic direction. In addition he raised financing for Hempco, one of the world’s largest industrial producers of hemp and hemp products, and coordinated Aurora’s strategic investment in Hempco.

TEAM

35

Shabira Rajan MBA, CPA, CGAChief Financial Officer & Director (Canada & Australia)

Ms. Rajan is a senior financial executive with over 20 years of experience, leading the financial discipline for successful businesses in both private and public sectors. Ms. Rajan has a track record of providing leadership for strategic value creation and continuous improvement, as well as, providing effective direction to organizations on issues relating to corporate governance, financial oversight and risk management. One of her leadership roles was that of Director of Finance at Canada Line Rapid Transit Inc., which planned and constructed a $2 billion rapid transit system in metro-Vancouver, on time and within budget.


TEAM

Kimberly Van DeventerCorp. Secretary (Canada) & Director (Canada & Australia)

Ms. Van Deventer is an entrepreneur with a successful track record of accomplishment that she brings to Asterion. Motivated and determined, she was ranked the third highest grossing female business owner in BC, Canada in 2009. Ms. Van Deventer is a driving force behind the business and is unwavering in her commitment to bringing awareness of health and disease prevention to people everywhere. Ms. Van Deventer partnered with Mr. Van Deventer in the financing and RTO of Aurora Cannabis as well as the financing for Hempco, one of the world’s largest industrial producers of hemp and hemp products, and coordinated Aurora’s strategic investment in Hempco.

36

Peter HaukedalDirector (Canada)

Mr. Haukedal has been a director and CEO of Intigold Mines Ltd since February of 2017. He received his B. Comm degree from the University of Saskatchewan in 1982 and after that went on to establish a distribution company for Lubricants and Motive fuels with a major Oil and Gas Company, which later sold to Agrium Inc. in 2012. Mr. Haukedal has 33 years of private corporate experience and more than ten years of experience with different local charities holding a variety of positions.

Robert ColturaDirector(Canada)

Mr. Coltura is a businessman and is the President and principal shareholder of Matalia Investments Ltd., a company that provides management consulting and corporate finance services to public and private companies. Mr. Coltura is also the President and Chief Executive Officer of Fiorentina Minerals Inc., the President of Coltura Financial Corp and Coltura Properties, which has commercial properties and hotels in North America. With over 20 years of experience in the public sector, as a director and officer, and in successful business development, he works with companies to strengthen their positions within their industry.


TEAM

37

Dave HollandDirector of Communications & Business Development (Australia)

Mr. Holland is an experienced CEO, advocate and business adviser. He has worked around emerging technologies (from R&D to commercialization and deployment); major project development; corporate reengineering; capital raising; and bringing together the strengths of businesses and governments. Mr. Holland co-founded Jeanes Holland and Associates, which provides services to industry, government and academia around renewable energy and sustainable industry development. He also co-founded the Australian Solar Group – a utility-scale solar power developer. He is experienced in markets across Australia, NZ, Asia, the U.S. and Europe and operating across cultures, time zones and jurisdictions. He currently sits on the Advisory Board of the University of Adelaide’s Centre for Energy Technology.

Peter Ryan PhD, BEng, Bbus, MProManDirector of Development (Australia)

Mr. Ryan is an executive engineer and business leader with a track record of delivering outstanding results in organizations operating within the infrastructure and construction industries. His career spans over 25 years, during which time he worked throughout Australia, Asia and the South Pacific and has delivered a diversified portfolio of complex projects in numerous market sectors including Health, Infrastructure, Building, Renewable Energy and Manufacturing. Previously an executive of Leighton Contractors, where he led the business in delivering over $5 billion in projects across ten market sectors; and more recently a Managing Director of WBHO’s Australian company, where he led the transformation of the national operations into a diversified infrastructure and construction business – during his tenor the company achieved consistent annual growth and record profits.


TEAM

38

John WagnerStrategic Advisor to the CEO & Board (Australia)

Mr. Wagner is one of the co-founders of Wagners and has been involved in the business since its inception bringing over 30 years’ experience in the construction materials industry. He has been instrumental in developing Wagners into one of the leading construction materials producers in South East Queensland, Australia. Mr. Wagner is also the inaugural Chair of Darling Downs Tourism and was the inaugural chair of the Toowoomba and Surat Basin Enterprises. John Wagner is known for the Toowoomba Wellcamp Airport, the first public airport to be constructed in Australia in 50 years and also the first privately funded. The airport was completed in less than 20 months and is a thriving regional and interstate passenger facility with major airlines and is a hub for the export of local produce to China via a weekly 747 service.

Stephen Kerr BEconDirector of Facilities & Operations (Canada & Australia)

Mr. Stephen Kerr is the Director of Facilities & Operations at White Sheep Corp. Mr. Kerr is one of the first in Canada to build three successful cannabis facilities through start-up and licensing to IPO and operational success. He brings to Asterion depth and breadth of leadership experience in cannabis operation management and planning, inspiring and training teams to execute complex facilities management and operational plans. Mr. Kerr understands the importance of relationship management with executives, staff, clients and service providers and employs these values to deliver meaningful and significant outcomes that drive company performance. His Bachelor of Economics, previous careers in search engine optimization and marine rescue shaped his skills as a leader, relationship manager and operations expert.


TEAM

39

Robert HallDirector of Administration (Canada & Australia)

Mr. Robert Hall has over 20 years of management experience in both the private and public sector. As a seasoned executive, he has overseen operations and directed corporate finance in multiple industries spanning food and beverage [Recipe Unlimited Corp - formerly Cara Operations Limited], mining, construction and health and wellness packaging. Having developed an extensive business network, Mr. Hall has raised significant funding and provided working capital for the development and expansion of large-scale projects within the cannabis and hemp sector. With his experience in capital markets and entrepreneurial skills, Mr. Hall is a valuable addition to the Asterion team.

Steven Looi BEcon, MBADirector of Origination (Canada)

As a successful cannabis investor and Director of Origination at White Sheep Corp, Mr. Looi brings an extensive industry network and product expertise to the Asterion team. His track record for creativity and innovation in disruptive industries is augmented with his experience in IT, urban agriculture, and retail. Mr. Looi is also a serial entrepreneur and has created new companies in both Canada and China, ranging from soil-less food production to pharmacy patient management systems and video game art sourcing. He is also a recipient of a Parliamentary Award for his experimental urban farm, UpStream Aquaponics.


TEAM

40

Harry Parekh Ph.D., MRPharmS

Based at the University of Queensland’s (UQ) Pharmacy Australia Centre of Excellence (PACE), Dr. Parekh is the CRO of PreveCeutical Medical Inc. (Canada), while also holding adjunct positions at the National University of Singapore, and Manipal University, India. Dr. Parekh heads the Drug/Gene Delivery Group at PACE-UQ with his team developing highly innovative and translational medicine delivery systems in-conjunction with physicians whose expertise span cancer, obesity-&-diabetes, macular disease, infectious disease and traditional (Chinese) medicine.


TEAM


PARTNERS

Canadian Securities Counsel

Advocacy Advisors

Internationally recognized state-of-the art greenhouse builders.

Australia’s largest, award winning, project management consultancy.

Norton Rose Fulbright is a global law firm, providing the world’s preeminent corporations and financial institutions with a full business law service.

EPC ConsultantThe Project Delivery Company

Science Research Partner

Global engineering consultancy.The University of Queensland’s Government supported research institute Innovative Australian construction

materials and service provider for large scale infrastructure projects nationally and internationally.


“The vines and leaves were woven into garlands for the statue of Hera, and the plant was made as an offering to her. ”

Asterion was one of the ancient names for cannabis, according to the first-century C.E. Greek physician Dioscordes.

From: The Cult of Divine Birth in Ancient Greece by: M. Rigoglioso

Please contact:

Stephen Van [email protected]


D I S C L A I M E R

This presentation and its appendices (together, this “Presentation”) have been prepared and delivered by Asterion Cannabis Inc. (“Asterion” or the “Company”). This Presentation and its contents are strictly confidential and may not be reproduced or redistributed, in whole or in part, to any person other than the intended recipient without the Company’s written consent.

This Presentation is prepared for discussion and informational purposes only. This Presentation does not constitute, and should not be construed as, an offer, invitation, solicitation or recommendation to buy or sell any of the securities of the Company nor will there be any sale of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This Presentation does not and will not constitute or form or be part of any offering material.

This Presentation does not constitute a prospectus or other disclosure document under Chapter 6D of the Corporations Act (Australia) and does not purport to include the information required of a prospectus or other disclosure document under Chapter 6D of the Corporations Act. This Presentation has not been lodged with the Australian Securities and Investments Commission (“ASIC”) and no prospectus or other disclosure document has been lodged with ASIC in relation to the Company’s securities. Prospective investors in Australia will be required to represent, among other things, that they meet the definition of ‘‘sophisticated investors’’ (within the meaning of section 708(8) of the Corporations Act), are ‘‘professional investors’’ (within the meaning of section 708(11) of the Corporations Act) or otherwise are persons to whom securities can be offered without a disclosure document pursuant to one or more of the other exemptions contained in section 708 of the Corporations Act.

None of the Company’s securities have been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of “U.S. Persons” (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This Presentation is not meant for and should not be distributed to “U.S. Persons” or otherwise distributed in the United States of America.

This Presentation contains information which has been sourced from third parties which is believed to be reliable, but has not been independently verified by the Company, its board of directors, management, employees, consultants, agents, or affiliates. 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. 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 the Company is speculative and involves a number of risks that should be considered by a prospective investor.

This Presentation contains certain forward-looking statements and information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. All statements in this Presentation that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations including, without limitation, statements relating to the potential business, financial performance and results of the Company and industries and markets in which it is or may operate within, including forward-looking forecasts. Often, but not always, these forward-looking statements may contain words such as “plans”, “will”, “expects”, “may”, “anticipates”, “believes”, “estimates” and words of similar import. Any forward-looking statements and other information contained in this Presentation, including assumptions, opinions, forecasts and views, including those cited from third party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from those projected in any forward-looking statements. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the biotechnology or medical cannabis industry and delays in obtaining governmental and regulatory approvals, may also adversely affect the future results or performance of the Company. Although the Company believes that the statements, beliefs, plans, expectations, and intentions contained in this Presentation are reasonable, there can be no assurance that those statements, beliefs, plans, expectations, or intentions will prove to be accurate. As such by the nature of any forward-looking statement, relying on such statements involves risk.

By attending, reviewing, reading or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the information herein, and the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company or any potential future investment in the Company. Neither the Company, its management or board of directors, nor any subsidiary of the Company or any such person’s board of directors, management or affiliates makes any undertaking, representation or warranty (express or implied) as to the accuracy or completeness of the information (whether written or oral and whether or not included in this Presentation, including related to any materials referred to or otherwise incorporated by reference herein) concerning the matters described herein. Neither the Company nor any subsidiary of the Company or any such person’s board of directors, management, employees, consultants, agents, or affiliates accepts any liability whatsoever as to any errors, omissions or misstatements contained herein and, accordingly, neither the Company nor any subsidiary of the Company or any such person’s affiliates, agents, officers, directors, employees, and consultants accepts any liability whatsoever arising directly or indirectly from the use of this Presentation or the information included herein.

This Presentation speaks to and reflects prevailing conditions and views as of the date denoted on the cover page. It may be subject to corrections and change at any time without notice. Except as otherwise required by law, neither the Company nor any subsidiary of the Company or any such person’s affiliates, agents, officers, directors, employees, and consultants undertakes the obligation to update or correct any of the information in this Presentation or incorporated by reference herein.

This Presentation has not been reviewed or registered with any public authority, stock exchange or regulated market place. The information in this Presentation is current as of the month and year of this Presentation noted on its first page.

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