GAIA GROW CORP....Gaia Grow Corp. (“GAIA”) was formed in 2014 with the primary intent of...

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1 “PAVING THE WAY FOR THE FUTURE IN HEMP GROWTH” GAIA GROW CORP. TSXV:GAIA August 2019

Transcript of GAIA GROW CORP....Gaia Grow Corp. (“GAIA”) was formed in 2014 with the primary intent of...

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“PAVING THE WAY FOR THE FUTURE IN HEMP GROWTH”

GAIA GROW CORP.

TSXV:GAIA

A u g u s t 2 0 1 9

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This corporate presentation of Gaia (the “Corporation”) contains certain forward–looking information and statements. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this presentation contains forward-looking information and statements pertaining to the following: future opportunities; future corporate plans and strategies; competitive advantages; the expansion of the Corporation’s business; future sales rates, outlook, growth and the potential for future sales; future capital requirements and expenditures; and the potential use of proceeds for the offering. Forward-looking information or statements are based on a number of material factors, expectations or assumptions of the Corporation which have been used to develop such information and statements but which may prove to be incorrect. Although the Corporation believes that the expectations reflected in such forward-looking information or statements are reasonable, undue reliance should not be placed on forward-looking statements because the Corporation can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: business development activities including the success of such activities; anticipated financial performance; business prospects and strategies; the sufficiency of budgeted capital expenditures in carrying out planned activities; the ability of the Corporation to obtain financing on acceptable terms; and the ability of the Corporation to successfully market its products. The forward-looking information and statements included in this corporate presentation are not guarantees of future performance and should not be unduly relied upon. Such information and statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors which may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements. These risks, uncertainties and other factors include, but are not limited to: risks associated with the food industry in general; delays or changes in business plans; lack of insurance; the uncertainty of estimates and projections relating to revenue; changes in the demand for or supply of the Corporation's products; limited, unfavourable or a lack of access to capital markets; increased costs; a lack of inadequate insurance coverage; loss of key individuals; and the impact of competitors. The forward-looking statements contained in this corporate presentation are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Any financial outlook or future-oriented financial information, as defined by applicable securities legislation, has been approved by management of the Corporation as of February 26, 2017. Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management's current expectations and goals relating to the future of the Corporation. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Prospective Investors Should Consult with their Advisors The information contained in this corporate presentation does not purport to be all-inclusive or to contain all information that a prospective investor may require. Prospective investors are encouraged to conduct their own analysis and reviews of the Corporation and of the information contained in this corporate presentation. Without limitation, prospective investors should consider the advice of their financial, legal, accounting, tax and other advisors and such other factors they consider appropriate in investigating and analyzing the Corporation. The Corporation's management is responsible for the integrity of the information contained in this presentation and for the consistency between the presentation and financial statements. In the preparation of these financial statements, estimates are necessary to make a determination of future values for certain assets and liabilities. Management believes these estimates have been based on careful judgments and have been properly presented. The financial statements have been prepared using policies and procedures established by management and fairly reflect the Corporation’s financial position, results of operations and funds from operations. This presentation is August 2019.

SAFE HARBOUR: FORWARD LOOKING STATEMENTS

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“HEMP TO IMPROVE OUR WORLD”

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HEMP TO IMPROVE

OUR WORLD

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G a i a G r o w C o r p .

Gaia Grow Corp. (“GAIA”) was formed in 2014 with the primary intent of

cultivating industrial hemp (< 0.3% THC content). New management in

2017-2018 brought a renewed vigour to the business, and we recently

expanded our cultivation capacity quite substantially.

GAIA’s main focus is farming industrial hemp for Medical purposes on its

100%-owned land in Lamont County, Alberta (80 acres, ~75

acres arable). In addition, GAIA’s management team opportunistically

sub-contracted 1,494.39 acres of prime farmland in Airdrie, Alberta from

known and trusted farmers. In the Summer of 2019, we successfully

planted and harvest is expected at the end of September or early

October 2019.

This "maiden crop" is a critical catalyst for GAIA, providing us with

significant investment capital to plow right back into the ground into

future crops in Canada and potentially the U.S. We are carefully weighing

options for the harvested biomass. We could sell it wholesale as is, or

partner with a third-party who would extract CBD and other

cannabinoids. T S X V : G A I A

SPEED TO MARKET.

LOW CAPEX.

INDUSTRIAL HEMP.

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G a i a G r o w C o r p .

GAIA's mission is to operate, “lean, green and clean”. Our

highly experienced team and supportive shareholders are

laser-focused on achieving that goal.

GAIA first obtained an Alberta hemp growing license in 2016,

and successfully obtained a 2019 license via the new federal

regulatory system in March 2019.

Further applications underway at Gaia Grow Corp's wholly-

owned subsidiary, Gaia Bio-Pharmaceutical Inc., include an

application for an indoor cultivation facility for medical

cannabis on the company’s 100%-owned Lamont, Alberta

acreage, which received a Letter of Confirmation of Readiness

from Health Canada

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WHY HEMP?

G a i a G r o w C o r p .

I N D U S T R I A L M E D I C A L / H E A L T H

Hempcrete: lasts longer than stone-based concrete, gets stronger as it absorbs atmospheric

carbon over time; fire retardant, waterproof, mould and mildew resistant.

Biologically important and highly valuable Cannabidiol (CBD), Cannabigerol (CBG),

Cannabinol (CBN) can all be sourced from hemp extractions. Powerful plant-based anti-

inflammatory, anti-anxiety, anti-microbial properties. May promote nerve regeneration and

increase bone density.

Hemp protein (Edestin) is the most digestible protein our bodies can use; vegan and organic by

nature.

Hemp seed also includes powerful Essential Fatty Acids (EFAs) including Omega 3 and Omega 6 fatty acids which help support human and pet

health.

Leftover biomass after extractions can be used to create biofuel as an organic replacement to

diesel.

Grow cycle of 4-5 months: replace lumber and pulp/paper from trees with hemp products from

chipboard for construction to toilet paper.

The rapid-growing crop is an atmospheric carbon sink.

Fibre can be used for textiles, plastics, insulation.

Thin-cell organic batteries, conductors (Renewable replacement for graphene).

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CBD, a non-psychoactive compound found in cannabis plants, is just one of over

100 cannabinoids found in the plant. Cannabis can be bred to contain relatively

high or low concentrations of CBD and/or THC (the compound that has

psychoactive effects). If cannabis contains less than 0.3% THC, it's hemp, greater

than 0.3% THC, it's marijuana.

Although the chemical composition of CBD from both marijuana & hemp is

virtually identical, hemp-derived CBD is far cheaper to produce and has a far less

restrictive legal framework, allowing for wider adoption at a faster pace.

Hemp-derived CBD, and other valuable compounds like CBG & CBN are poised

to change the world. These compounds are increasingly used for medical and

preventative health measures, and overall health & wellness. Even pets are

thought to benefit from CBD.

CBD FROM

INDUSTRIAL HEMP

G a i a G r o w C o r p .

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M E D I C I N A L H E A L T H & B E A U T Y

P R O D U C T

P H A R M A C E U T I C A L

N U T R A C E U T I C A L

F U N C T I O N A L F O O D S F U T U R E E D I B L E

P R O D U C T

CBD FROM INDUSTRIAL HEMP

G a i a G r o w C o r p .

I s o l a t i o n o f H e m p d e r i v e d C B D f o r u s e i n h i g h l y p r e c i s e d o s e d

f o r m u l a t i o n s f o r :

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HEMP MACRO CATALYST

G a i a G r o w C o r p .

The World Health Organization released their recommendation to the UN to

de -schedule CBD for its 194 member nations (July 23, 2018)

WORLD HEALTH ORGANIZATION

The U.S. Hemp Farming Act of 2018 (S. 2667) if passed, will remove hemp

from the Controlled Substances Act making it a regular agricultural commodity

legalizing the cultivation, sale, importation, possession, and use of industrial

hemp and corresponding extracts

U.S. HEMP FARMING ACT OF 2018

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MASSIVE GLOBAL MARKET POTENTIAL

G a i a G r o w C o r p .

F o r H e a l t h & W e l l n e s s P r o d u c t s

NORTH AMERICAN

POTENTIAL MARKET

C B D H E M P

CANADIAN POTENTIAL

MARKET

C A N N A B I S

GLOBAL MARKET 2017

S U P P L E M E N T S

$ 1 2 1 B $ 2 2 B $ 2 3 B

1000 Acres of Industrial Hemp = 25,000 KG of CBD Isolate{2}

Wholesale Price CBD Isolate ~US$6,500 KG(1) * 25,000 KG

above stats based on:

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Airdrie, Alberta

SITE ONE

G a i a G r o w C o r p .

1 4 9 4 . 3 9 A C R E S

1494.39 acres of hemp planted in

Airdrie, Alberta

Food-grade quality soil

Large scale agricultural farming team led by Core Ag

Close proximity of Calgary, Alberta

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ALBERTA

Calgary

A i r d r i e

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LAMONT COUNTY, ALBERTA

SITE TWO

G a i a G r o w C o r p .

8 0 A C R E S

Confirmation of Readiness from Health

Canada issued on April 29 2019

High quality soil, perfect for cultivation

of outdoor hemp and/or cannabis

Property is 100% owned Free and Clear

Close proximity to Edmonton, Alberta

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CATALYSTS AND MILESTONES

G a i a G r o w C o r p .

T H R O U G H 2 0 1 9 A N D B E Y O N D

S T E P O N E

T W O

T H R E E

Successful harvest of the company’s 1494.39 acres in

Airdrie, Alberta

Maximize revenue by organizing biomass for

various applications

Build Indoor Cannabis cultivation facility in Lamont

County

Prepare biomass for potential offtake agreements

Contract more farming opportunities, land and

equipment in Canada and the U.S. for the 2020 growing

season

Begin cultivating hemp for both medical and

recreational purposes on the Lamont Property

Build and obtain extraction facility and license allowing

Gaia to process our own material – both cannabis and

hemp

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FREDERICK

PELS F O U N D E R , C E O

Prior to stake-horsing the seed investment in GAIA, Frederick oversaw the establishment and expansion of the Green Room as a leader in medical cannabis supply, industry best practices and education about the cannabis industry itself. Leading by example, he plans to continue to prioritize public safety and work with all levels of government as they navigate how to regulate the growing and sale of cannabis both domestically and internationally.

ABOUT FREDERICK

M A N A G E M E N T T E A M

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James Tworek P R E S I D E N T

M A N A G E M E N T T E A M

Fully bilingual in English and Spanish, James has worked in Banking and Finance for the past 20 years, having started in commercial banking in 1998, then working as a partner in a mortgage brokerage and in a small-cap commercial development fund for 7.5 years brought about a solid repertoire with corporate finance, mezzanine funding, equity-based lending and business start-up activities. His experience in raising capital on a global basis has brought James success in structured finance and working with family offices, Private Equity and Venture Capital firms alike.

James has always been an avid athlete. His participation in martial arts, track and field and snow sports led him to incorporate CBD-based products into his recovery regime and has turned him into an avid proponent of cannabinoid therapy. He was given the opportunity in 2016 to work on corporate finance contracts in the Canadian Medical Cannabis sector and it has given him the experience to take on the early-stage development financing and capital raising for clients in every aspect of business. James strives to uphold open communication, honesty and integrity with all teammates and stakeholders. T S X V : G A I A

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ZULA

KROPIVNITSKI C F O

Ms. Kropivnitski has been the Chief Financial Officer and Secretary of the Company since October 11, 2012 and a director of the Company since October 21, 2015. Ms. Kropivnitski has served as the Chief Financial Officer and director for various public companies and has been instrumental in their growth. Her role as Chief Financial Officer include Lexagene Holdings Inc, Healthspace, Abraplata Resource and Shelby Ventures Inc. Ms. Kropivnitski had also been a director at Rockshield Capital Corp from November 2016 to November 2017. Ms. Kropivnitski continues to serve as a Controller of Preakness Management Ltd., a private company. Ms. Kropivnitski has over ten years of international experience in the resource sector. Ms. Kropivnitski served as the Controller to Sacre-Coeur Minerals and African Queen Mines Ltd., and served as Senior Accountant to Manex Resource Group and its group of mining exploration companies. During her tenure, she was responsible for all areas of financial reporting, corporate finance and regulatory compliance. Ms. Kropivnitski received her Certified General Accountant professional accounting designation from the Certified General Accountants Association of British Columbia, Canada and later obtained her ACCA designation from the Association of Chartered Certified Accountants. She also has Master of Mathematics and Master of Economics.

M A N A G E M E N T T E A M

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Fred Pels F o u n d e r , C E O

Trilingual in English, Hebrew and Russian, Frederick has honed his keen entrepreneurial skills, vast background in finance, contacts throughout the business community and experience within the industry since 2013. Prior to stake-horsing the seed investment in GAIA, Frederick oversaw the establishment and expansion of the Green Room as a leader in medical cannabis supply, industry best practices and education about the cannabis industry itself. Leading by example, he plans to continue to prioritize public safety and work with all levels of government as they navigate how to regulate the growing and sale of cannabis both domestically and internationally.

James Tworek P r e s i d e n t

Fully bilingual in English and Spanish, James has worked in Banking and Finance for the past 20 years, having started in commercial banking in 1998, then working as a partner in a mortgage brokerage and in a small-cap commercial development fund for 7.5 years brought about a solid repertoire with corporate finance, mezzanine funding, equity-based lending and business start-up activities. His experience in raising capital on a global basis has brought James success in structured finance and working with family offices, Private Equity and Venture Capital firms alike. James has always been an avid athlete. His participation in martial arts, track and field and snow sports led him to incorporate CBD-based products into his recovery regime and has turned him into an avid proponent of cannabinoid therapy. He was given the opportunity in 2016 to work on corporate finance contracts in the Canadian Medical Cannabis sector and it has given him the experience to take on the early-stage development financing and capital raising for clients in every aspect of business. James strives to uphold open communication, honesty and integrity with all teammates and stakeholders.

B O A R D O F D I R E C T O R S

B O A R D O F D I R E C T O R S

G a i a G r o w C o r p .

B O A R D O F D I R E C T O R S

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John Lagourgue D i r e c t o r

John LaGourgue joined Gaia Grow in 2019 and brings with him over 20 years of management, sales, financial and investment experience in public and private companies. John has served in senior management and directors’ roles for public companies since 2009. He has served as President and Director for several companies in mining, oil and gas and in executive positions covering sales, financing options, purchasing and logistics, operational and technical solutions for clients across North America. He is currently VP Corporate Development and serving on the board of Grande West Transportation Inc., and is an avid micro-cap investor and MicroCapClub member. Mr. LaGourgue has an investing and capital markets career with 20+ years of management, sales, financial and investment experience in public and private companies. Mr. LaGourgue has served in various management and directors’ roles in micro-cap companies from 2009 to present. Mr. LaGourgue graduated from the University of Hawaii in 1993 with a Bachelor’s degree in Finance, with honours

Marc Lowenstein D i r e c t o r

Marc A. Lowenstein joined Fric Lowenstein in 2015 after completing his law degree at Bond University in Australia. Before law school, Marc spent more than 10 years in the construction industry in various positions ranging from a labourer, foreman, superintendent up to a Project Engineer for a large heavy civil construction company. Marc has also worked as a National Construction Safety Officer and consultant where he built, implemented and supervised health and safety programs for companies in the construction industry. Marc is focusing his practice on real estate and matters relating to construction including contracts, litigation and dispute resolution. Marc also recently joined the ADR Institute of Alberta and is working towards becoming a Qualified Arbitrator (Q. Arb.).

B O A R D O F D I R E C T O R S

B O A R D O F D I R E C T O R S

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28,800,012 Shares Outstanding

S P I R I T B E A R C A P I T A L

C O R P . ( S B G . H )

SHARE STRUCTURE

G a i a G r o w C o r p .

120,000,000 Shares Subject to 3 year escrow

G A I A I N V E S T M E N T S I N C .

@ $0.10/share 45,076,969 Shares

F I N A N C I N G

None

W A R R A N T S

3,850,000 @ $0.10 to Management and

Board of Directors

O P T I O N S

200,201,981

S H A R E S O U T S T A N D I N G

( P O S T F U L L Y D I L U T E D )

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GROW WITH US

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