A Global CBD Life Sciences Company. January 2019

Transcription

1 A Global CBD Life Sciences Company January 2019

2 Disclaimer This presentation includes forward-looking statements about LiveWell and its business and pending acquisitions. Often, but not always, forward-looking statements can be identified by the use of words such as plan, continue, expect, schedule, project, intend, believe, anticipate, estimate, may, will, potential, proposed and other similar words, or statements (including negative variations) that certain events or conditions may or will occur. These forward-looking statements include, but are not limited to, statements regarding benefits and timing of the proposed merger with Vitality CBD Natural Health Products Inc. Vitality herein referred as the Transaction, the completion of the CBD Transaction, the completion of LiveWell s acquisition of Acenzia Inc., the completion of Vitality s asset acquisition of Vitalpure LLC, the hemp production capacities of Vitality, the estimated value of Vitality s assets and liabilities, and the market demand and growth with respect to CBD and other cannabinoid products. There are a number of risks and uncertainties associated that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the pending Transaction, including the due diligence and the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction agreement, the possibility that LiveWell shareholders may not approve the Transaction, the risk that the parties may not be able to satisfy the conditions to the proposed Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed Transaction, and the risk that any announcements relating to the proposed Transaction could have adverse effects on the market price of LiveWell s common stock. All such factors are difficult to predict and are beyond our control. Furthermore, the forward-looking events and circumstances discussed in this presentation may not occur by certain specified dates or at all and could differ materially as a result of unknown and known risk factors and uncertainties affecting LiveWell and Vitality. Accordingly, LiveWell cautions that this foregoing list of material factors is not exhaustive, and readers are encouraged to read all Risk Factors disclosed in the LiveWell s Management Discussion & Analysis dated October 26, The forward-looking information contained in this presentation represents expectations of LiveWell as of the date of this presentation and accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While LiveWell may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable securities laws. 2

3 Canadian Statutory Rights of Actions and Rescission: Securities legislation in certain of the provinces of Canada provides, or requires purchasers to be provided with, a right of action for rescission or damages, or both, in addition to any other right they may have at law, where an offering memorandum and any amendment or supplement to it contains an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made (a Misrepresentation ). Such rights must be exercised within prescribed time limits. Purchasers should refer to the express provisions of the applicable securities laws, regulations and rules for particulars of those rights or consult with a lawyer. Such provisions may contain limitations and/or statutory defenses on which the Corporation and other applicable parties may rely. The rights of action described below are in addition to and without derogation from any right or remedy available at law to the purchaser and are intended to correspond to the provisions of the relevant securities legislation and are subject to the defenses contained therein. The rights of action for damages or rescission described below are available against the Corporation and not against any dealer, director, officer or other person. The following is a summary of the statutory rights under securities legislation in the Canadian provinces where such summary is required to be disclosed. Rights for Purchasers in Ontario The Securities Act (Ontario) (the Ontario Act ), provides that if this Memorandum or any amendment thereto, delivered to a purchaser of the Notes resident in Ontario contains a Misrepresentation, the purchaser will, without regard to whether the purchaser relied on the Misrepresentation, have a right of action against the Corporation for damages or, while still the owner of the Notes purchased by that purchaser, for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against the Corporation, provided that: (a) the Corporation shall not be held liable pursuant to such right of action if the Corporation proves the investor purchased the Corporation with knowledge of the Misrepresentation; (b) in an action for damages, the Corporation is not liable for all or any portion of such damages that it proves do not represent the depreciation in value of the Corporation acquired by the investor as a result of the Misrepresentation relied upon; (c) the Corporation will not be liable for a Misrepresentation in forward-looking information if the Corporation proves that: (i) this Memorandum contains reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and (ii) the Corporation has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information; (d) in no case shall the amount recoverable pursuant to such right of action exceed the price at which the Notes were offered to the investor; and (e) no action may be commenced to enforce such right of action more than, (i) in the case of an action for rescission 180 days after the date of the acceptance of the subscription by the Corporation; or (ii) in the case of an action for damages, the earlier of (1) 180 days after the investor has knowledge of the Misrepresentation, or (2) three years after the date of the acceptance of the subscription by the Corporation. 3

4 Canadian Statutory Rights of Actions and Rescission: Rights for Purchasers in Saskatchewan Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the "Saskatchewan Act") provides that where an offering memorandum, such as the this Memorandum or any amendment to it is sent or delivered to a purchaser and it contains a misrepresentation (as defined in the Saskatchewan Act), a purchaser who purchases Notes covered by this Memorandum or any amendment to it has, without regard to whether the purchaser relied on the misrepresentation, a right of action for rescission against the issuer or a selling securityholder on whose behalf the distribution is made or has a right of action for damages against: (a) the issuer or a selling securityholder on whose behalf the distribution is made; (b) every promoter and director of the issuer or the selling securityholder, as the case may be, at the time the offering memorandum or any amendment to it was sent or delivered; (c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them; (d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and (e) every person who or company that sells securities on behalf of the issuer or a selling securityholder under the offering memorandum or amendment to the offering memorandum. Such rights of rescission and damages are subject to certain limitations including the following: (a) if the purchaser elects to exercise its right of rescission against the issuer or a selling securityholder, it shall have no right of action for damages against that party; (b) in an action for damages, a defendant will not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities resulting from the misrepresentation relied on; (c) no person or company, other than the issuer or a selling securityholder, will be liable for any part of the offering memorandum or any amendment to it not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation or believed that there had been a misrepresentation; (d) in no case shall the amount recoverable exceed the price at which the Notes were offered; and (e) no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation. In addition, no person or company, other than the issuer or selling securityholder, will be liable if the person or company proves that: (a) the offering memorandum or any amendment to it was sent or delivered without the person's or company's knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company immediately gave reasonable general notice that it was so sent or delivered; or (b) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert. Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to a purchaser of securities to whom the offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to purchase the Notes, as required by Section 80.1 of the Saskatchewan Act. Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the foregoing rights more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any other action, other than an action for rescission, the earlier of: (i) one (1) year after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) six (6) years after the date of the transaction that gave rise to the cause of action. Section 80.1 of the Saskatchewan Act also provides that a purchaser who has received an amended offering memorandum delivered in accordance with Section 80.1(3) of the Saskatchewan Act has a right to withdraw from the agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the purchaser's intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days of 4 receiving the amended offering memorandum.

5 Canadian Statutory Rights of Actions and Rescission: Rights for Purchasers in Manitoba The right of action for rescission or damages described herein is conferred by Section of The Securities Act (Manitoba) (the "Manitoba Act"). Pursuant to the Manitoba Act, in the event that an offering memorandum contains a misrepresentation, a purchaser who purchases securities offered by the offering memorandum is deemed to have relied on the representation if it was a misrepresentation at the time of purchase. Such purchaser has a statutory right of action for damages against the issuer, every director of the issuer at the date of the offering memorandum and every person or company who signed the offering memorandum or, alternatively, while still an owner of the securities purchased by the purchaser, may elect instead to exercise a statutory right of rescission against the issuer, in which case the purchaser shall have no right of action for damages. No such action may be commenced to enforce the right of action for rescission or damages more than: (a) in the case of an action for rescission, 180 days after the day of the transaction that gave rise to the cause of action; or (b) in any other case, the earlier of (i) 180 days after the day that the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) two (2) years after the day of the transaction that gave rise to the cause of action, in any other case. All persons or companies referred to above that are found to be liable or accept liability in an action for damages are jointly and severally liable. The Manitoba Act provides a number of limitations and defenses, including the following: (a) no person or company is liable if the person or company proves that the purchaser had knowledge of the misrepresentation; (b) in the case of an action for damages, the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation; and (c) in no case will the amount recoverable in any action exceed the price at which the Notes were offered under the offering memorandum. In addition, a person or company, other than the issuer, will not be liable: (a) if that person or company proves that the offering memorandum was sent to the purchaser without the person's or company's knowledge or consent, and that, after becoming aware that it was sent, the person or company promptly gave reasonable notice to the issuer that it was sent without the person's or company's knowledge and consent; (b) if that person or company proves that, after becoming aware of the misrepresentation, the person or company withdrew the person's or company's consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and the reason for it; (c) with respect to any part of the offering memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert's report, opinion or statement, the person or company proves that the person or company did not have any reasonable grounds to believe and did not believe that (i) there had been a misrepresentation, or (ii) the relevant part of the offering memorandum (A) did not fairly represent the expert's report, opinion or statement, or (B) was not a fair copy of, or an extract from, the expert's report, opinion or statement; or (d) with respect to any part of the offering memorandum not purporting to be made on an expert's authority and not purporting to be a copy of, or an extract from, an expert's report, opinion or statement, unless the person or company (i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (ii) believed there had been a misrepresentation. If a misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated into, an offering memorandum, the misrepresentation is deemed to be contained in the offering memorandum. Rights for Purchasers in New Brunswick If an offering memorandum provided to a purchaser of securities contains a misrepresentation, Section 150(1) of the Securities Act (New Brunswick) (the "New Brunswick Act") provides that the purchaser shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase, and (a) the purchaser has a right of action for damages against the issuer; or (b) the purchaser may elect to exercise a right of rescission against the issuer, in which case the purchaser shall have no right of action for damages. The right of action is subject to the following limitations: (a) no person is liable for a misrepresentation if the person proves that the purchaser purchased the Notes with knowledge of the misrepresentation; (b) in an action for damages, the defendant is not liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied on; and (c) in no case shall the amount recoverable exceed the price at which the securities were offered. No action shall be commenced to enforce a right of action more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action, or (b) in the case of any action other than an action for rescission, the earlier of: (i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; and 5 (ii) six years after the date of the transaction that gave rise to the cause of the action.

6 Canadian Statutory Rights of Actions and Rescission: Rights for Purchasers in Nova Scotia The right of action for rescission or damages described herein is conferred by Section 138 of the Securities Act (Nova Scotia) (the "Nova Scotia Act"). Section 138 of the Nova Scotia Act provides, in the relevant part, that in the event that an offering memorandum, together with any amendments thereto, or any advertising or sales literature (as defined in the Nova Scotia Act) contains an untrue statement of material fact or omits to state a material fact that is required to be stated or that is necessary in order to make any statements contained herein or therein not misleading in light of the circumstances in which it was made (a "misrepresentation"), a purchaser of securities to whom an offering memorandum has been delivered is deemed to have relied upon such misrepresentation if it was a misrepresentation at the time of purchase and has, subject to certain limitations and defenses, a statutory right of action for damages against the seller (the term "seller" including the issuer where the securities are distributed by the issuer), the directors of the seller at the date of the offering memorandum and the persons who have signed the offering memorandum or, alternatively, the purchaser may, while still the owner of the securities, elect instead to exercise a statutory right of rescission against the seller, in which case the purchaser shall have no right of action for damages against the seller, the directors of the seller or the persons who have signed an offering memorandum, provided that, among other limitations: (a) no action shall be commenced to enforce the above right of action for rescission or damages by a purchaser later than 120 days after the date payment was made for the securities (or after the date on which initial payment was made for the securities where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment); (b) no person or company will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation; (c) in the case of an action for damages, no person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and (d) in no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser. In addition, no person or company other than a seller that is also the issuer is liable if the person or company proves that: (a) the offering memorandum or any amendment to the offering memorandum was sent or delivered to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person's or company's knowledge or consent; (b) after delivery of the offering memorandum or any amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the offering memorandum, or any amendment to the offering memorandum, the person or company withdrew the person's or company's consent to the offering memorandum, or any amendment to the offering memorandum, and gave reasonable general notice of the withdrawal and the reason for it; or (c) with respect to any part of the offering memorandum or any amendment to the offering memorandum purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (iii) there had been a misrepresentation, or (iv) the relevant part of the offering memorandum or any amendment to the offering memorandum (A) did not fairly represent the report, opinion or statement of the expert, or (B) was not a fair copy of, or an extract from, the report, opinion or statement of the expert. A person or company is not liable in an action under Section 138 for a misrepresentation in forward-looking information (as defined in the Securities Act (Nova Scotia)) (other than forward-looking information in a financial statement or forward-looking information in a document released in connection with an initial public offering) if the person or company proves all of the following things: (a) the document containing the forward-looking information contained, proximate to that information, (i) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information, and (b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward- looking information. If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, the offering memorandum or any amendment to the offering memorandum, the misrepresentation is deemed to be contained in the offering memorandum or any amendment to the offering memorandum. The liability of all persons or companies referred to above is joint and several with respect to the same cause of action. Rights for Purchasers in Québec, Alberta, British Columbia and Newfoundland and Labrador Investors in Québec, Alberta, British Columbia and Newfoundland and Labrador shall be entitled to the same rights of action for damages or rescission as residents of Ontario who purchase Notes. 6

7 Merger Creates a Global CBD Life Addressing the Growing Sciences Demand Company for CBD Products Scale Market Opportunity Vertically Integrated One of the Largest Hemp Cultivation & CBD Extraction Operations in North America $22 Billion Estimated Market Opportunity in North America by 2022 Source: Brightfield Group Cultivation > Extraction > Product Development > Manufacturing Facilities > Sales Network CBD Research Team Specializing in CBD Currently Conducting CBD and other Cannabinoid Studies and Product Formulation Research CBD Sales Multiple Sales Agreements in Place with Immediate Revenue & Product Development Underway Experienced Leadership Experience Includes: Johnson & Johnson, Merck, Revera, Pfizer, TD Financial Group, KPMG 7

8 Merger Creates a Global CBD Life Sciences Company 20,000 Acres Approximately CBD Harvested Hemp Extraction Facilities 1,500-36,000 kg/month CBD Isolate Production 2019E* Fully Integrated Company to Address the Growing Demand for CBD Products from Hemp and Cannabis 6 Locations Footprint in Canada & U.S. - Ottawa and Windsor, Ontario, Gatineau and Litchfield, Quebec, as well as Eureka, Montana and Las Cruces, New Mexico. 36,000 sq. ft. Nutraceuticals Development & Manufacturing Facility* 540,000 sq. ft. Greenhouse Acres of Land for Cannabis Production in Ottawa*** *Subject to completion of the New Mexico extraction facility **Pending closing of Acenzia acquisition ***Evidence package for initial phase of 61,000 sq. ft. has been submitted for licensing 83

9 Key Executives and Board Members Mike Mueller, Chairman of the Board Mr. Mueller was President and CEO of MDS Capital Corp. from 2003 to Prior to that, he held a number of senior positions at TD Bank Financial Group, including Senior VP and Country Head of its USA Division, and Vice Chairman and Head of Global Investment Banking. Mr. Mueller has served on a number of corporate and non-profit boards, including as Chairman of PSP Investments. He is currently Chairman of Revera Inc., a privately held company in the seniors living space, with more than 50,000 residents worldwide. Bill MacKinnon, Audit Committee Chairman Mr. MacKinnon is a Chartered Professional Accountant. He was the CEO of KPMG Canada from April 1999, until his retirement in December Postretirement he has served on a number of corporate and non-for-profit boards, including Telus Corporation and The Public Sector Investment Board. He presently serves on the Audit Committee of both these organizations. Owen Kenney, Director The CEO of VitalPure Nutraceutical and co-founder of Vitality, Mr. Kenney has more than 20 years of experience in residential, agricultural, commercial and civil construction and operations, overseeing negotiations with municipalities, landowners, engineers, lawyers and other professionals. Kent Hoggan, Director Mr. Hoggan has more than four decades of experience in the United States as a real estate developer specializing in infrastructure and other projects involving zoning, government entitlements and clearance. David Rendimonti, Director and Chief Executive Officer Mr. Rendimonti has a 30-year track record in building and leading top brands in the life sciences sector through senior roles at some of the world s most prominent healthcare organizations, such as Johnson & Johnson and Wyeth Pharmaceuticals (a Pfizer company). Robert Leaker, President and Chief Operating Officer Mr. Leaker has more than two decades of leadership experience and a track record of creating and commercializing new business ventures, leveraging his unique background in science, engineering and business finance. Steven Archambault, Chief Financial Officer and Chief Administrative Officer Mr. Archambault is an accomplished finance executive with more than 20 years of experience with private and public companies, including companies listed on the NYSE and TSE senior exchanges. Two Additional Independent Directors 9

10 North American Vertically Integrated CBD Consumer & Wholesale Products Operations Facilities Cultivator and Producer of Hemp CBD Montana, U.S. New Mexico, U.S. Alberta, Canada 2 Extraction Facilities Hemp Cultivation CBD Researcher, Developer, Marketer and Distributor Ottawa, Ontario, Canada Gatineau & Litchfield, Quebec Windsor, Ontario* Nutraceuticals Development & Manufacturing Facility* Greenhouse for Cannabis Production** North American Footprint Vertically Integrated Production CBD Production Nutraceuticals Development & Manufacturing* Cannabis Production Hemp + Cannabis Product Offerings Wholesale Products CBD Isolate CBD Distillate CBD Full-Spectrum Oil CBD Full-Spectrum Soft Gels Consumer Products Launching 2019 CBD Products Next-generation Cannabinoid Products with Functional Outcomes Consumer + Wholesale *Pending closing of Acenzia acquisition **Evidence package for initial phase of 61,000 sq. ft. has been submitted for licensing 10 4

11 Political & Regulatory Changes Allowing for Rapid Global Adoption of CBD Passage of U.S Farm Bill Legalizing Industrial Hemp Will Dramatically Increase Demand for Hemp CBD Products LiveWell is Positioned to Capitalize on this Near-Term & Long-Term Demand U.S. Hemp Farming Act Hemp Legalized in 50 States (S. 2667) Passed by the U.S. Congress and Signed by the President an agreement that legalizes hemp under the U.S Farm Bill. World Health Organization Released their recommendation to the UN to de-schedule CBD for its 194 member nations (July 23, 2018) U.S. FDA Approves CBD Drug Epidiolex, for treatment of childhood epilepsy June

12 Market for Hemp CBD Products is Rapidly Emerging and is Expected to Eclipse Recreational Cannabis Hemp CBD $22B North American Market Potential by 2022 What we started tracking this year was an explosion face mask, bug bites, skincare, topicals, Supplements $121B Global Market

13 CBD is Going Mainstream Leading Fortune 500 Companies with Expressed CBD Interest 13

14 The Medical Sector Holds Massive Potential as CBD is Tapping into a Billion $ Healthcare Industry that has been Dominated by Large Pharma "Nearly half of people who use cannabidiol products stop taking traditional medicines." - Forbes, AUGUST 2017, Dr. Perry Solomon, The Chief Medical Officer of HelloMD Legalization and Acceptance of CBD Products for Health and wellness is Accelerating Globally "Autism added to the list of CBD's Medical Benefits." - Proceedings of the National Academy of Science, Oct 2017 "Journal of Neuroscience, demonstrates that chemical found in Marijuana called Cannabidiol, or CBD, affects the brain in a way that makes it an ideal treatment option for schizophrenia." - Canadian Association For Neuroscience 2018 McGill University has delivered encouraging news for chronic pain sufferers by pinpointing the effective dose of marijuana plant extract Cannabidiol (CBD) for safe pain relief - McGill University, Pain

15 CBD is Not the ONLY Cannabinoid 15

16 Wholesale Pricing of CBD Isolate 1,500 kg/month 3,000 kg/month 30,000 kg/month* 36,000 kg/month* Multi-billion-dollar Near-term Opportunity for Merger Co. Estimated CBD Isolate Production for (kg/month) Current Wholesale Pricing of CBD Isolate ~US$6,500 - $10, Q1 2019E Q2 2019E Q3 2019E Q4 2019E *Subject to completion of the New Mexico extraction facility Estimated CBD Isolate Production (kg/month) 1,500 3,000 30,000 36,000 $4,000 $6,000,000 $12,000,000 $120,000,000 $144,000,000 $6,000 $9,000,000 $18,000,000 $180,000,000 $216,000,000 $8,000 $12,000,000 $24,000,000 $240,000,000 $288,000,000 $10,000 $15,000,000 $30,000,000 $300,000,000 $360,000,000 Annual Billion $ Revenue Opportunity 16

17 kg/month Signed CBD Isolate Supply Agreements Initial CBD Supply Agreements with a Strong Pipeline of Additional Supply Agreements Global Wellness* 1,000 kg/month January March ,000 kg/month following 12 months Total minimum quantity of 39,000 kg over the 15-month contract period US$3M deposit and 25% deposit in advance of each monthly shipment Tilray** 150 kg/month February - July kg/month for the remainder 2019 Tilray has the option to increase the amount to 500 kg/month 4,000 3,500 3,000 2,500 2,000 1,500 1, Current CBD Isolate Supply Agreements kg/month*** *Subject to execution of a Definitive Agreement **Subject to execution of a Supply Agreement ***Assumes Global Wellness and Tilray will be executed Min. Max. 17

18 Nutraceuticals Development & Manufacturing Facility (1) State-of-the-art facility formulates natural health products Key customers include Jamieson 20 pharmaceutical-grade clean 36,000 sq. ft. Located close to Canada/U.S. border near Windsor, Ontario rooms Facility is certified by Health Canada, is FDA registered and has NSF certifications for GMP, for Sport, and is USDA-Certified Organic Will be used to conduct cannabinoid health and wellness product research and development (1) Pending closing of Acenzia acquisition. 18

19 Board of Directors Patented Products & Development Leveraging Data & Discovery Tim McCunn, Director Tim McCunn has over 30 years of experience as a corporate legal expert, and is Partner of the Business Law Group at Perley-Robertson, Hill & McDougall. Mr. McCunn s practice is focused on corporate/commercial and securities law with an emphasis on mergers and acquisitions and corporate finance for the Life Science and Technology sectors. He has served as a director of several technology companies and acted as counsel to numerous independent committees. Mr. McCunn has been recognized repeatedly in the Canadian Legal Lexpert Directory. Lawrence Cannon, Director The Honourable Lawrence Cannon is the former Canadian Ambassador to France from 2012 to Prior to this appointment, Mr. Cannon was a member of the House of Commons and served as Minister of Foreign Affairs from 2008 to 2011, and as Minister of Transport, Infrastructure and Communities from 2006 to 2008 in the Government of Canada. In 2011, he was appointed Chair and Senior Member of the Gowlings Government Affairs Group, and served on the Board of Directors of Oceanic Iron Ore Corp. Hugh Notman, Director Hugh Notman is a managing director with CCC Investment Banking. Mr. Notman is a 35-year veteran of the financial services industry, initially working for RBC Dominion Securities, Canaccord Capital Corp., and Marleau Lemire. Subsequently, Mr. Notman worked for ID Biomedical Corp., a medical diagnostics and vaccine company (Glaxo Smithkline). Mr. Notman holds IDC.D designation from the Institute of Corporate Directors and sits on several for-profit and non-profit boards of directors. TSXV: LVWL LiveWell Canada Inc. November 2018 Presentation 19

20 Structure of Transaction Proposed Transaction LiveWell will issue sufficient number of common shares to shareholders of Vitality in order for Vitality shareholders to own 85% of the total fully diluted outstanding and issued common shares of LiveWell. Furthermore, Vitality shareholders are entitled to receive an additional 5% of the total fully diluted outstanding and issued common shares of LiveWell if Vitality achieves the performance milestone, as defined in the binding letter of agreement, by June 30, Structure Approvals The Transaction will constitute a reverse takeover of LiveWell The Transaction is subject to the following key deliverables: execution of definitive agreement, following satisfactory due diligence by both LiveWell and Vitality; completion of the audited consolidated financial statements for Vitality; final approval by LiveWell s Independent Committee; completion and consummation of the acquisition of Acenzia Inc. by LiveWell; approval by LiveWell s shareholders at a Special Meeting to be scheduled; receipt of regulatory approval; and other customary closing conditions. Timing The Transaction is expected to close by March 31, Anticipated Capital Structure Pre- Share Consolidation Fully Diluted Shares Outstanding* Vitality 1,063.9M LiveWell 187.7M Post Transaction Fully Diluted** 1,251.6M *The parties may consider a share consolidation at closing in anticipation of a listing on one of the major U.S. stock exchanges during the first half of **Assumes closing of Acenzia Inc. in Q

21 Upcoming Catalysts Signing of Multiple CBD Supply Agreements Increase of CBD Isolate Production to 3,000 kg / month Launch of Consumer Product Suite Increase of CBD Isolate Production to 36,000 kg / month* Listing in the U.S. Substantial projected EBITDA growth in 2019 *Subject to completion of New Mexico extraction facility 21

22 A Global CBD Life Sciences Company Thank You For more information, please contact