Investor Presentation - January 2021 - cloudfront.net

Page created by Russell Daniel
 
CONTINUE READING
Investor Presentation - January 2021 - cloudfront.net
Investor Presentation

     January 2021
Investor Presentation - January 2021 - cloudfront.net
Why Clever Leaves?

                                           Ability to scale efficiently to near-
    Low-cost, pharma-quality cannabis      term profitability as a result of
    production through Colombian and       structural cost advantages.
    Portuguese operations                  $80+ million cash on hand ensures
                                           durability & fully-funded plan

                                           EU GMP, INVIMA GMP and GACP
                                           certified Colombian cultivation and
    Global cultivation footprint of 1.9M
                                           post-harvest facilities; as well as
    sq. ft. and ~1/2 of Colombia’s
                                           being named a Project of National
    national THC quota
                                           and Strategic Interest by Colombian
                                           authorities

                                           Non-cannabis wellness brand,
    Option value on nascent
                                           Herbal Brands, can be leveraged for
    pharmaceutical brands
                                           CBD products

                                                                                   1
Investor Presentation - January 2021 - cloudfront.net
B2B Powered Platform
At its core, Clever Leaves leverages its low-cost and pharma quality competitive advantages and
selectively sells downstream

                 Genetics        Cultivation            Extraction             Research &         Distribution                    Brands
                                                                              Development

                                Latin America’s largest licensed producer of medical              Exclusive
LATIN                           cannabis and hemp with 1.8M sq. ft. of GACP-certified             distribution
                                cultivation and the region's only EU GMP-certified                partnerships
AMERICA                         extraction operation. Only oils, isolates or other extracts are
               COLOMBIA/LATAM   permitted for export.                                                BRAZIL

                                Provisionally licensed producer headquartered in Lisbon,                         Frankfurt–based pharmaceutical
                                                                                                                 brand and importer/distributor of
                                with an 85 ha property in the south of Portugal, 1 ha of           GERMANY       medical cannabis product

EUROPE                          existing greenhouse and expansion underway, and a                                Minority investor in GDP and GMP-
                                vision to construct GMP-certified pharmaceutical and                             certified pharmaceutical company
                  PORTUGAL      processing facilities                                              GERMANY
                                                                                                                 focused on cannabis importation
                                                                                                                 and distribution

                                                                                                              Manufacturer and distributor of
NORTH                                                                                                         health and wellness products
AMERICA                                                                                                       selling in over 10,000 retail
                                                                                                              locations in the US

                                                                                                                                                     2
Investor Presentation - January 2021 - cloudfront.net
Colombia Leading the World

                             “Colombia looks to become the world’s supplier of legal pot”
                                                                         – Washington Post (March 10, 2018)

                                           “Colombia seeks to be a cut above on cannabis”
                                                                             – Financial Times (July 20, 2019)

                                                                                                     Equatorial location
                                                                                                     creates ideal 12/12
                                                                                                        hour cycle of
                                                                                                     sunlight for flowers

                                                                                                 Bogota
                                                                                                            0° Equator

“Given its cost advantages, we believe
Colombia is positioned to become a major
global export hub for cannabis, particularly if                             Over 70% of all cut flowers
producers pursue EU GMP-compliant operating                               imported into the US come from
practices.” – Canaccord Genuity                                                    Colombia (1)
(1) Source: US Customs and Border Protection
                                                                                                                            3
Investor Presentation - January 2021 - cloudfront.net
Ideally Suited for Industrial Scale Production
(US$)

                                                                                                                                                                              Canadian cannabis

                                                                                                                                                                              20°F (1) / 6.3 hours of daylight (1)
                                                                                                                                                                            Average cost per gram of $1.89 (2)
                                                                                                                                                                           Licensed cannabis companies: 250+
                                                                                                                                                                                 Average elevation: 567 ft

                                    VS                                                                               VS                                                                              VS

                                                                                                                                                                             Colombian cannabis

                                                                                                                                                                              65°F (3) / 12 hours of daylight (4)
                                                                                                                                                                             Average cost per gram of $0.20 (5)
                                                                                                                                                                                Licensed producers: 5-30 (5)
                                                                                                                                                                                Average elevation: 8,300 ft

Cost
Advantage:                         3x                                                                                5x                                                                            9x

Note: 1.30 CAD = 1.00 USD as of 11/06/20                                                                             (2) Average of FY2019 cost/g for APHA, ACB, TLRY and SNDL. Refer to public filings for more detail on breakdown of costs
Source: Bureau of Labor Statistics, Health Canada, St. Louis Fed, The Colombian Ministry of Justice, WSJ barrel      (3) Average temperature for coldest month of the year
         breakdown (2016), National Bureau of Statistics of China (249 workdays in 2019 via china.workingdays.org)   (4) Winter statistic
                                                                                                                                                                                                                                             4
(1) Based on median temperature and hours of daylight for major cities for coldest month of the year                 (5) Reflects Management’s estimates
Investor Presentation - January 2021 - cloudfront.net
Colombia Operating Advantages
•     Optimal growing conditions
      – Colombia’s location near the equator provides 12 hours of daily sunlight throughout the year, quality soil,
        abundant water and warm weather
        ▪ Allows for year-round cultivation without artificial light
        ▪ High elevation leads to improved pest mitigation
        ▪ Dominant in flower exports
        ▪ Well established infrastructure

•     Cost advantages
      – Minimum wages in Colombia are considerably lower than in Canada (
Investor Presentation - January 2021 - cloudfront.net
Global Leader in Cultivation and Extraction
Clever Leaves has both the cultivation scale of the leading Canadian LPs and the extraction
capabilities of Canada’s top tier cannabis extractors
                                                                               Current Cultivation Footprint (sq. ft.)

     2,445,000

                                  1,900,000
                                                                      1,500,700
                                                                                             1,300,000
                                                                                                                     1,124,000

                                                                                                                                                                395,000                    287,000              166,000

                                                   (1)                                                    (2)                                       (3)                    (4)

                                                         Current Annual Dry Flower Extraction Capacity (kg / year)
                                                                                                                           Expansion
            425,000                                                                                                      potential with
                                                                                                                      limited investment

                                                   300,000                                                                  324,400

                                                                                         200,000

                                                                                                                                                                          56,000                            45,600
                                                                                                                            104,400
                                                                                                                             (Current)
                  Valens                                 Me dipharm                             Neptune                           Cle ver Lea ves                                Radiant                          Aurora

                                                                                                                                                          (1)
                                                                                                                                                                                                                            (5)

Note: Per publicly available information                                                                        (3) Net of 200,000 sq. ft. of temporarily deferred activities in Gatineau facility, per Q2 2020 investor deck
Source: Company filings and corporate websites                                                                  (4) Represents completion of phases 4A-B of Moncton facility when fully operational
(1) Consists of 1.8M sq. ft. cultivation capacity in Colombia and 0.1M sq. ft. capacity in Portugal             (5) Internal extraction capacity as of 09/30/19 MD&A
                                                                                                                                                                                                                                  6
(2) Represents 12 hectares converted to sq. ft. at 1 ha:107,639 sq. ft.
Investor Presentation - January 2021 - cloudfront.net
EU GMP Certification Accelerates European Pharma Expansion
Clever Leaves achieved EU GMP certification in July 2020, bolstering its competitive advantage
and status as a leader in the global cannabis industry

                                                                                                                                                    EU GMP
    EU GMP-Certified                                                                                                                         unlocks higher
        Vertically
       Integrated
                                                                                                                                                price points
   Botanical Extractors                                                                                                                        and creates
          (
Colombian Cultivation
                                                           Current Greenhouse Cultivation Site
                                                           40,000 sq. ft. post-
                                                           harvest processing
                                                                 facility                            1.8M sq. ft. of licensed greenhouses

                                                                                                       Cultivating since November 2018
                                                                                                         GACP-certified in May 2020
                                                                                                        EU GMP-certified in July 2020

                                        Project Apollo: Colombian Outdoor Cultivation Site
                                                                                                                       Project Apollo’s Potential
                                                                                        ~73M sq. ft. of open
                                                                                                               (hectares of cultivation)
                                                                                           field cannabis
                                                                                              cultivation          Project Apollo has
                 Project Apollo                                                         potential to create       the potential to be           700
                                                                                                                  over 5x larger than
                    ~700 ha                                                               a global leader              the current
                                                                                                                    cultivation of the
                                                                                                                   top Canadian LPs
                                                                                                                      combined (1)
                                                                                        Preliminary tests to
                                                      Initial Test Site                 optimize cultivation
                                                                                         techniques and                           (1)
                                                                                             genetics                       136
Greenhouse Site #1 Size
 (30 ha) for reference

                                                                                                                 Select Canadian LPs       Project Apollo
 Note: 1 ha:107,639 sq. ft
 Source: Company filings, Wall Street research
 (1) Sum of APHA, ACB, WEED, HEXO, OGI, TGOD, TLRY, SNDL current cultivation capacity
                                                                                                                                                            8
Colombian Pharma-Grade Extraction Operations
     EU GMP-certified facility with 104,400 kg per year of dry flower extraction
      capacity, expandable to 300,000+ kg per year with limited investment

             Systems                                              EU GMP-Certified
    Three CO2 extractors installed                             EU GMP-certified as of July 2020
  Distillation and isolation equipment                     INVIMA GMP-certified (Colombia / LatAm)
       THC removal capabilities                                     ISO 8 production areas

         Bulk Products                                                Laboratories
          Crude Oil Extracts                               QC lab with UHPLC, GC, and MS systems
               Distillates                                          Fully equipped R&D lab
                Isolates

         End Products                                                   Expansion
             Spray Bottles                                       Design allows for expansion
               Tinctures                                      Three adjacent lots under contract
                                                             One lot currently under construction
                                                              29,000 sq. ft. of expansion capacity

                                                                                                     9
Portugal Operations are Scaling
 Clever Leaves Portugal is now licensed and producing with expansion underway
                for additional capacity and genetics capabilities

                                                                                      Expansion Potential:
       Licenses Secured:                                                     • Cultivation expansion (2021) and
                                             Active Production:
 • Licenses for cultivation,                                                   GMP post-harvest capabilities
                                       • Three cycles successfully
   import and export                                                           upgrade (2022) in process
                                         cultivated
   received in August 2020                                                   • 9M+ sq. ft. of agricultural and
                                                                               agro-industrial land

                                                               Current Facilities
                                                               ~110,000 sq. ft actively producing
                                                               greenhouse and post-harvest facility

                                                               Cultivation Expansion
                                                               ~150,000 sq. ft. cultivation and
                                                               R&D expansion in progress

                               Stable Economy with            Attractive Climate
Favorable Regulatory                  Available                 and Low-Cost           Ability to Compete in
     Framework                   Infrastructure and             Position in the                 Flower
                                        Talent                 European Union

                                                                                                                  10
Scale and Strategy Set Clever Leaves Apart from
LatAm Operators                                                                                                                               Parent companies de-emphasizing LatAm subsidiaries and
                                                                                                                                                          focusing on core operations

   Cultivation                                                                     Contract                   Contract                                                                                                  Not
                                             Multi-Site                                                                                          Multi-Site                              Multi-Site
 Expansion Plan                                                                     Grow                       Grow                                                                                                   Defined

Current Internal
  Cultivation                                1,900,000                        ~1,300,000                (1)   ~80,000                                   NA                             ~21,000 (2)                      NA
    (sq. ft.)

        EU GMP-
        Certified                                     ✓                                    X                       X                                      X                                      X                       X

2020 Extraction
Quota for THC                                26,466 kg                            10,000 kg                   9,300 kg                                    X                                      X                       X
  Products (3)

 Access to THC
    Flower                                            ✓                                    X                       X                                     ✓                                       ✓                       ✓
                                               (Portugal)                                                                                     (By ParentCo)                          (By ParentCo)                  (By ParentCo)
 Production (5)

Source: Company filings, press releases
(1) Represents 12 hectares converted to sq. ft. at 1 ha:107,639 sq. ft                                          (4) Subject to receiving Portugal THC sales license; provisional license received in August 2020.
(2) Excludes 800 acres of outdoor grow space                                                                                                                                                                                        10
(3) For Clever Leaves, extraction quota includes commercial quotas of 24,756kg and R&D quotas of 1,710 kg.
Comp breakdown not publicly available.
Focused on Large, Highly Regulated Markets
The combination of high start-up costs, regulatory viability, and pricing differentiates the ~1 billion
person market between Europe + Brazil
                                                                          Canada                                    United States                                                      Europe                                                 Brazil

        Geography

         2019
                                                                         38 million                                  327 million                                                 741 million                                              211 million
      Population                        (1)

        2019 GDP (1)                                                   $1.7 trillion                                $21.4 trillion                                              $18.8 trillion                                            $1.8 trillion
                   (US$)

           Cannabis                                                                                                                                                                                                                     Federally legal
                                                       Legal and regulated                                        Federally illegal                                      Country-specific
            Legality                                                                                                                                                                                                                       medical
                                                                                                                  West Coast: Very
                                                                                                                        Low
     Start-up Costs                                                             Low                                                                                                       High                                               High
                                                                                                                    East Coast:
                                                                                                                    Moderate
            EU GMP
                                                                                  No                                     No                                                                 Yes                                             Yes (2)
            Required
          Number of
           Licensed                                                         ~390 (3)                                 2,000+ (4)                                                       ~50+ (5)                                                 0
          Cultivators
    Average Price                                                                                                                                                                                       ~$22.00
                                                                                                                                                                      ~$9.30
     per Gram of
                                                                           ~$7.40                                                                                                                                                           ~$4.25
      Cannabis                                                                                                         ~$5.10
      Flower at
     Retail (6) (US$)                                                   Canada (7)                                       US
                                                                                                                              (8),(9)
                                                                                                                                                                     Europe (4)                       Germany(10)                            Brazil (11)

Note: Nominal GDP; $ in US$; 0.84 EURO:1.00 USD, 1.30 CAD = 1.00 USD as of 11/06/20                                               (6)    Average prices rounded to nearest $0.10
(1) Source: World Bank Open Data; US Bureau of Economic Analysis 1Q 2020 GDP Estimate published 05/28/20                          (7)    Source: StatCan. Reflects 4Q 2019 retail prices
(2) ANVISA GMP or equivalent required for certain products but not all compassionate use products                                 (8)    Derived from US spot rate wholesale prices per pound. Reflects 2019 average                                       12
(3) Source: Health Canada as of 05/22/20                                                                                          (9)    Assumes retail premium to wholesale equal to Canada
(4) Source: AmericanMarijuana.org                                                                                                 (10)   Source: MJBiz Daily “Germany reveals wholesale…windfall for suppliers” published on 11/22/19
(5) Source: Prohibition Partners “The European Cannabis Report” published in January 2019. Reflects 2018 prices                   (11)   Source: priceofweed.com/prices/Brazil.html
Germany: Leading European Medical Cannabis Demand
Germany’s medical cannabis industry has continued to grow rapidly, now with over 100,000 patients, and
estimated to grow to a potential of 1,600,000 patients by 2024 (1)
                                                                 German Medical Cannabis - Industry Framework

                                     • Largest market in Europe                                           Importing cannabis requires partnership with specialized
                                                                                                               controlled substance importation companies
      Significant                    • An estimated $191M of sales in
      near-term                        2019 (2); estimated to rise to over                                                                            •     14% ownership of existing
        growth                         $8B by 2028 (3)                                                                                                      distributor with board seat
                                     • Patient penetration remains low                                                                                •     Approval over LatAm imports

                                     • No dispensaries in Germany                                                                                     •     100% ownership of a
                                     • Prescriptions from physicians                                                                                        pharmaceutical brand and
        Pharma                                                                                                                                              license applicant with focus
                                       required
         market                                                                                                                                             on wholesale, large-scale
                                     • EU GMP certification required                                                                                        distribution
        structure
                                     • Strict quality and documentation
                                       standards                                                                                                      •     Pharmaceutical service and
                                                                                                                                                            logistics partner

                         Cannabis Sales in Germany (5)                                                    German Medical Cannabis Patient Penetration
(US$ in M)                                                                                                        Current Medical Cannabis Patients per 1,000 People

                                                                                 $191                                                                                         13
                                                                                  $52
                                                                                                                                                    10
                        $114                                                      $22                         Potential for ~13x
                                                                                                               growth without
                         $31                                                      $57                            factoring in
                         $17                                                                                    recreational
                         $29                                                                                      potential
                                                                                  $61
                         $37                                                                                             1
                        2018                                                     2019                                            (5)                        (6)                    (7)
        Non-Reimbursed Sales Estimate                            Finished Pharma Products                            Germany                       Canada                     US
        Preparations                  (4)
                                                                 Unprocessed Flower

Note: US$. 0.84 EURO = 1.00 USD as of 11/06/20                                              (5) Source: INSIGHT Health data; as of Q3 2019
(1) Assumes 2% of Germany’s population of 83M are potential medical cannabis patients       (6) Source: StatCan; as of 09/30/19
(2) Source: MJBiz Daily “Medical Cannabis in Europe” Second Edition                         (7) Source: Marijuana Policy Project; as of 05/28/20                                           13
(3) Source: Prohibition Partners “The Germany Cannabis Report” published October 2019
(4) Source: GKV-Spitzenverband. Numbers may not sum due to rounding
Brazil Requires Import of Medical Cannabis
In December 2019, the Brazilian health authority, ANVISA, agreed to permit the importation of
medical cannabis products while prohibiting domestic cultivation
                                                                                               Over 3 million possible
               Before
                                                                                                cannabis patients (1)
               The previous medical cannabis structure in Brazil required patients to
                                                                                             210 million total population
               get individual authorizations to import medical cannabis products,
               which proved insufficient to meet growing demand
               New Opportunity
               Bulk cannabis imports to Brazil are now allowed for the first time
                  – Focused on importing extracts as semi-finished raw material for
                     sale directly to patients through pharmacies
                  – Denies cultivation of medical cannabis in Brazil
                  – Manufacturers must have GMP production standards certified
                     by ANVISA
                  – Tropical zone stability data often required for products, and
                     typically not pursued by North American or European
                     pharmaceutical or cannabis companies                                           Brazil has the
               Brazilian Regulatory Environment                                                 potential to become
               Cannabis is legal for medical and industrial uses, and partially                 the country with the
               decriminalized for recreational use                                                 most cannabis
                                                                                                  patients in Latin
                          Medical: Obtain through a doctor’s prescription only                        America
                          Recreational: Decriminalized growth and use since 2006, but sale
                          and purchase remains illegal

              Clever Leaves is taking advantage of early mover capabilities in Brazil, as
                  evidenced by a recently executed $4M take-or-pay agreement
Source: MJBizDaily, Prohibition Partners LatAm, New Frontier Data
(1) In the first 36 months of medical legalization
                                                                                                                       14
Building the B2B Sales Pipeline
Clever Leaves is becoming a hub in the global cannabinoid supply chain

           Global & Expanding Customer Base                      Customer Categories Expanding

                                                                Global cannabis operators

                                                                Latin American cannabis operators

                                                                Pharmaceutical companies

                                                                Nutraceutical companies

                                                                Cosmetics companies

                                                                Government agencies

      Why Companies Choose Clever Leaves?                             2021E Pipeline By Region

• Accelerate time to market
• Ensures future supply availability via Latin America’s only                                  Europe
  EU GMP-certified cannabis facility                            24%            29%
• Enables asset-light go-to-market strategy and quicker                                        LatAm
  returns on investment, which is imperative for companies
  with less access to capital or more heavily focused on
  profitability
                                                                                               Australia/New
                                                                                               Zealand
                                                                29%           18%
                                                                                               Rest of World

                                                                                                               15
Pro Forma Capital Structure
                                       Pro Forma Valuation ($M)                                                                                                                               Pro Forma Equity Ownership %
                                                                                                                                                                                                      PIPE Investors                       SPAC Sponsor
   Shares Outstanding (Treasury Stock Method) (M)                                                                          25.4
                                                                                                                                                                                                           3.7%                                4.6%
   Price Per Share                                                                                                         $8.74

      Pro Forma Diluted Equity Value                                                                                       $222.0
                                                                                                                                                                   SPAC Shareholders                                                                                   Clever Leaves
   Plus: Debt                                                                                                              34.6                                          33.5%                                                                                       Shareholders 58.1%
   Less: Cash (1)                                                                                                          (83.9)

      Pro Forma Diluted Enterprise Value                                                                                   $172.7

Clever Leaves Capitalization Table(2)
                                                                                                                                    Gross Shares                                                  Exercise/                                   Treasury Stock Method
Share Class                                                                                                                      Count       % of Total                                         Vesting Price                               Count            % of Total

    Common Shares(3)                                                                                                              24,379,978                                 52.5%                          –                                24,379,978                                               96.0%
    Restricted Shares/RSUs                                                                                                           581,679                                  1.3%                          –                                   581,679                                                2.3%
    Common Shares Outstanding(4)                                                                                                  24,961,657                                 53.8%                                                           24,961,657                                               98.3%

    Management Incentive Options                                                                                                     909,010                                  2.0%              $0.00 - $28.89                                  430,175                                               1.7%
    Lender Warrants                                                                                                                   73,099                                  0.2%              $0.03 - $26.73                                    9,476                                               0.0%
    Warrants(5)                                                                                                                   17,900,000                                 38.6%                  $11.50                                            –                                                  –
    Fully Diluted Shares                                                                                                          43,843,766                                 94.4%                                                           25,401,308                                             100.0%

  Sponsor Earnout Tier 1(6)                                                                                                          570,212                                 1.2%                      $12.50                                         –                                                  –
  Sponsor Earnout Tier 2(6)                                                                                                          570,211                                 1.2%                      $15.00                                         –                                                  –
  Management Earnout Tier 1(7)                                                                                                       720,000                                 1.6%                      $12.50                                         –                                                  –
  Management Earnout Tier 2(7)                                                                                                       720,000                                 1.6%                      $15.00                                         –                                                  –
Fully diluted shares plus performance-based awards                                                                                46,424,189                               100.0%                                                            25,401,308                                             100.0%
Note: All figures as of December 18, 2020
(1)      Cash balance represents $84.8 million less $3.0 million in planned debt repayment following the close of the Company’s business combination.
(2)      As of market close share price of $8.74 on 1/11/21.
(3)      Does not include 1) 1,140,423 of SPAC Sponsor earn-out common shares, and 2) 503,046 restricted shares and 78,633 RSUs. Includes 1,217,826 non-voting common shares. While the non-voting common shares do not entitle their holder to voting rights (except with respect to special resolutions and
         exceptional resolutions), they have the same economic rights as company's voting common shares.
(4)      15,412,157 shares are subject to lock-up arrangements ending one year following the Closing Date, with such restriction on sales and transfers to terminate early if following the 180th day after the Closing Date, the closing trading price of the common shares equals or is greater than $12.50 for any
         20 out of any 30 consecutive trading days. Pursuant to the subscription agreements with certain shareholders, 984,567 shares are subject to lock-up arrangements commencing on the Closing Date and ending 45 days following the Closing Date. Includes 1,217,826 non-voting common shares.
         While the non-voting common shares do not entitle their holder to voting rights (except with respect to special resolutions and exceptional resolutions), they have the same economic rights as the company's voting common shares. The non-voting common shares are not transferable, except as
         provided in the company’s articles.
(5)      Cash based exercise would result in $205.9 million in cash proceeds to the Company. The warrants can be redeemed at any time after they become exercisable at a price of $0.01 per warrant if the last reported sales price of the common shares equals or exceeds $18.00 per share for any 20
         trading days within a 30 trading-day period ending on the third trading day prior to the date of the redemption notice.
(6)      These earnout shares placed into escrow will be released from escrow as follows: (A) 570,212 of shares will be released to the SPAC Sponsor only if the closing price of the company’s common shares on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30
         trading day period on or before the second anniversary of the Closing; and (B) remaining 570,212 of shares will be released to the SPAC Sponsor only if the closing price of the company’s common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive
         30 trading day period on or before the fourth anniversary of the Closing.
(7)      Total 1.44 million earnout shares for company's management includes: (A) 0.72 million shares will be issued to certain service providers of the company and its subsidiaries at the direction of the company's board of directors (or any committee designated thereby) (the “Earnout Shareholders”) only
         if the closing price of the company's common shares on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing; and (B) 0.72 million shares will be issued to the Earnout Shareholders at the
         direction of the company's board of directors (or any committee designated thereby) only if the closing price of the company's common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary
         of the Closing.

                                                                                                                                                                                                                                                                                                              16
Key Leadership
World-class leadership team with a track record of outstanding execution
                                              Clever Leaves

       Kyle Detwiler                                          Fmr. Senate Majority Leader Tom Daschle
       Chairman and Chief Executive Officer                   Advisory Board Member

        Andrés Fajardo                                        Dr. David Casarett
        Director and President                                Advisory Board Member

        Amit Pandey                                           Gary Julien
        Interim Chief Financial Officer                       Independent Director

                                                                 Schultze Asset Management, LP

        Julián Wilches                                        Etienne Deffarges
        Chief Regulatory Officer                              Independent Director

        David Kastin                                          Elisabeth DeMarse
        General Counsel                                       Independent Director

                                                                                                        17
Pro Forma Capitalization and Growth Opportunities
Clever Leaves is among the best-capitalized cannabis companies in the industry

                                                                           Public Comparable Companies Capitalization                                                                     (1)

(US$ in M)                                                                                                                 Cash            Debt

                             $10
                                                                                                                                                                                                      $2
      $531                                                                                                                                   $35                                                            $1
                                                                                                                      $69
                                                  $334
                                                                                                                                                                   $94
                                                                         $398                  $519
                                                                                                                                                                                          $95   $37
                          $1,301
                                                                                                                                                                                                      $12
    $1,369                                                                                                                                   $82                                                            $3
                                                                                                                     $118
                                                  $314
                                                                                                                                                                   $59
                                                                         $119                  $171
                                                                                                                                                                                          $17   $3
                                                                                                                                                    (2)

                                                                                            Capital Deployment Opportunities

                                ACCELERATE EXISTING
                                 GROWTH INITIATIVES                                                                                                                       OPPORTUNISTIC M&A
   ✓ Portugal greenhouse expansion and EU                                                                                                   ✓ Investment in distribution assets
         GMP preparation                                                                                                                    ✓ Capitalize on US regulatory developments
   ✓ Investment in sales team                                                                                                               ✓ Non-cannabis opportunities where
   ✓ Project Apollo                                                                                                                               cannabis linkage can augment growth
   ✓ German IQANNA launch

Note: 1.00 CAD = 0.78 USD as of 01/04/21
Source: S&P Capital IQ, most recent company filings, press releases                                                                                                                                              18
(1)    Represents most recent quarter cash and debt balances.
(2)    As of business combination close on 12/18/20. Cash balance represents $84.8 million less $3.0 million in planned debt repayment following the close of the business combination.
Investment Highlights

      Leader in low-cost medical-focused cannabis cultivation and
  1   extraction

  2   Thoughtfully constructed, B2B focused multi-national operator

      Pharmaceutical-grade, EU GMP-certified production authorized for
  3   export

      Purpose-built for significant growth, profitability and operating
  4   leverage

      Talented and experienced leadership with operational and
  5   regulatory expertise

  6   Strong balance sheet with $80M+ in cash

  7   NASDAQ listing and US GAAP financials

                                                                          19
Contact
Clever Leaves
Del Wright
Chief Strategy Officer
del.wright@cleverleaves.com

Investor Relations
Sean Mansouri, CFA or Cody Slach
Gateway IR
CLVR@gatewayir.com
(949) 574-3860
Disclaimer
No Representations or Warranties
This presentation (this “Presentation”) is provided for informational purposes only. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the
fullest extent permitted by law in no circumstances will Clever Leaves Holdings Inc. (“Clever Leaves”) or any of its subsidiaries, shareholders, affiliates, representatives, partners, directors,
officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions,
reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation
have been obtained from third-party industry publications and source as well as from research reports prepared for other purposes. Clever Leaves has not independently verified the data
obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all-inclusive or
to contain all of the information that may be required to make a full analysis of Clever Leaves. Viewers of this Presentation should each make their own evaluation of Clever Leaves and of the
relevance and adequacy of the information and should make such other investigations as they deem necessary.
No Offer or Solicitation
This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Presentation includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecasts,” “future,”
“intend,” “may,” “outlook,” “plan,” “predict,” “potential,” “projected,” “seek,” “seem,” “should,” “will,” “would” and similar expressions (or the negative versions of such words or expressions)
that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. Factors that may cause such differences include, without limitation, the inability to recognize the anticipated benefits of the business
combination between Clever Leaves and Schultze Special Purpose Acquisition Corp. (the “Business Combination”); the ability to continue to meet Nasdaq’s listing standards following the
consummation of the Business Combination; expectations with respect to future operating and financial performance and growth, including if or when Clever Leaves will become profitable;
Clever Leaves’ ability to execute its business plans and strategy and to receive regulatory approvals; potential litigations; global economic conditions; geopolitical events, natural disasters,
acts of God and pandemics, including, but not limited to, the economic and operational disruptions and other effects of COVID-19; regulatory requirements and changes thereto; access to
additional financing. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Clever Leaves’ most recent filings with
the SEC. All subsequent written and oral forward-looking statements concerning Clever Leaves and attributable to Clever Leaves or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Clever
Leaves expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Trademarks
This Presentation contains trademarks, service marks, trade names and copyrights of Clever Leaves and other companies, which are the property of their respective owners.

                                                                                                                                                                                                              21
You can also read