Planet 13 Holdings Inc. Corporate Presentation Planet 13 Holdings Inc. 1 1 September 2018
DISCLAIMER This confidential presentation has been prepared by Planet 13 Holdings Inc. (“Planet 13 Holdings” or the “Company”) solely fo r informational purposes and is not, and under no circumstances is to be construed as, a prospectus, or advertisement or a public offering of securities, and does not constitute an offer to purchase the securities referred to herein. The information contained in this presentation: (a) is confidential and is being provided to you solely for your information and may not be reproduced, in whole or in part, in any form or forwarded or further distributed to any person, (b) is provided as at the date hereof and is subject to change without notice, (c) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in securities of the Company, and (d) is not to be considered as a recommendation by the Company that any person make an investment in the Company. Cautionary Statement Regarding Forward-Looking Information This presentation contains certain “forward - looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward - looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Except for statements of historical fact, certain information contained herein constitutes forward ‐ looking information and forward-looking statements which includes but is not limited to statements related to activities, events or developments that the Company expects or anticipates will or may occur in the future, statements related to the Company’s business strategy, objectives and goals, and management’s assessment of future plans and operations which are based on current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Forward- looking information is often identified by the use of words such as “may”, “will”, “could”, “would”, “anticipate”, ‘believe”, expect”, “intend”, “potential”, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and similar expressions. Forward -looking information and forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided, and forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking information. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the timing, construction and development of the Company’s Las Vegas retail store, including the projected number of visitors and customers, the potential number and location of dispensaries and the timing thereof, the potential amount and location of cultivation and production operations and the timing thereof, the potential expansion of cultivation and production operations and the timing thereof, the of operations within the United States, or the ability of the Company to successfully achieve its business objectives, expectations regarding the cannabis market in Nevada, and expectations for other economic, business, and/or competitive factors. By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this presentation, the Company made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to construct the proposed Las Vegas retail store based on projected estimates or at all; retail growth projections; the ability to obtain requisite regulatory approvals and third party consents and the satisfaction of other conditions in connection with the development of the proposed Las Vegas retail store on the proposed terms and schedule; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Company’s proposed projects. Should one or more of these risks, uncertainties or other factors materialize, or sh ould assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this presentation are made as of the date of this presentation, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice. Planet 13 Holdings Inc. 2 2
DISCLAIMER The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States through its subsidiary MM Development Company, Inc. ("MMDC"). Local state laws where MMDC operates permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's Listing Statement dated May 24, 2018 filed on its issuer profile on SEDAR at www.sedar.com. Cannabis-Related Practices or Activities are Illegal Under U.S. Federal Laws The concepts of “medical cannabis” and “recreational cannabis” do not exist under U.S. federal law. The U.S. Federal Controlled Substances Act classifies “marihuana” as a Schedule I drug. Accordingly, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. federal law. Strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. Any such proceedings brought against the Company may adversely affect the Company’s operations and financial performance. Industry Information This presentation also contains or references certain market, industry and peer group data which is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although the Company believe these sources to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties. The Company has not independently verified any of the data from third party sources referred to in this presentation and accordingly, the accuracy and completeness of such data is not guaranteed. US Disclaimer This presentation is not an offer of securities for sale in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Planet 13 Holdings Inc. 3 3
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