Slides
Page 1
Q 2 2 0 2 5 I N V E S T O R P R E S E N T A T I O N O T C Q X : G L A S FC B O E C A N A D A : G L A S . A . U
Page 3
THE #1 CANNABIS COMPANY IN THE #1 MARKET IN THE WORLD
Page 4
CALIFORNIA: LARGE MARKET WITH HIGH GROWTH POTENTIAL 1. Source: https://www.census.gov/quickfacts/CA, the number of adults over 18 years of age. 2. Source: https://industry.visitcalifornia.com/research/travel-forecast, 2024 data. 3. Source: https://search.cannabis.ca.gov, as of July 30, 2025 4. Source: Headset, the number of brands selling flower, pre-ro lls, edibles and/or vape pro ducts with sales greater than $30k during Q2 2025 >30M ADULTS 1 ~270M TOURISTS 2 ~4,400 CULTIVATORS 3 ~800 DIST RIBUTORS 3 ~1,200 RETAILERS 3 >600 BRANDS 4
Page 5
Milestones Q3 2021 Glass House Farms becomes the #1-selling flower brand in July per BDS Analytics Purchase of the 165-acre SoCal Farm, and its six state-of-the-art greenhouses Retrofit of GH1 nursery and GH6 begins Q1 2022 SoCal Farm receives state and county licenses, begins cultivation in GH6 Q3 2022 Acquisition of three NHC Dispensaries completed. Glass House launches Allswell, a value brand catering to cost- conscious consumers GHB closes $50M Series B preferred equity raise Q1 2023 Grand opening for two new Farmacy locations – Santa Ynez and Isla Vista GHB closes $5M Series C preferred equity raise Q1 2024 Cultivation activity commences ahead of schedule in GH5 in January, all ~700k sq ft planted by March GHB named to 2024 OTCQX Best 50 Q3 2024 Glass House Farms “Lilac Diesel” wins Golden Bear at the CA State Fair Announced plans to begin Phase III expansion – the retrofit of GH2 – in Q4 2024 Q4 2024 Achieved fourth consecutive quarter of record retail revenue and sold more than 1.1 million units of GHB products Q2 2024 Allswell becomes a Top 3 CA flower brand by unit sales per Headset Q2 202 3 NHC Tu rlock store open s brin ging GHB to tal r etail pr ese nce to 10 stor es Q2 2022 Glass House completes its acquisition of PLUS Products, a leading California edibles brand First harvest from SoCal Farm Greenhouse 6 completed ahead of schedule in June Q2 2021 Glass House Brands begins trading on Cboe Canada under the ticker symbol GLAS.A.U. and on the OTCQX as GLASF Q4 2023 GHB closes $15M Series D Stock Raise 2023 Adjusted EBITDA reaches $24.5M and operating cash flow hits $23M Q1 2025 Refinanced 2026 maturing senior secured debt with new $50 million loan maturing in 2030 GHB named to 2025 OTCQX Best 50 Q2 2025 Sixth consecutive quarter of same- store-sales retail growth and for first time cultivation and production cost per pound below $100 per pound long term target level Q3 2025 Refinanced Preferred Equity, retiring Series B and C Preferred Equity Stock and issuing Series E Preferred Stock Commenced MSA retail operations
Page 6
A BRAND -BUILDING MACHINE IN THE LARGEST US MARKET Hi gh qu a l it y , sun -gro wn c a nn a bi s a t sc a l e a n d pr ed ic ta b l e su pp l y c a pa b il i ty su pp ort the suc c e ss of ou r bra n de d p rod uc ts CALL OPTION ON INTERSTATE COMMERCE AND INTOXICATING HEMP S t rongl y posi t io ne d t o c a rr y l e a di ng ma rke t sha re a nd c ost a d va nta ge na ti on wi de wi thi n c ore c omp e ten c y TOP ESG PLAY IN CANNABIS 9 5 % l o we r CO2 e missi on s a n d e ne rgy use tha n th e a v e ra ge i ndo or gro w COMPELLING COST STRUCTURE 100% o wn ed c ul tiv a tio n a sse ts; st a t e-of -t he-a rt a nd ge ogra p hi c a ll y co nc e ntra te d DEVELOPING A ROBUST RETAIL AND DELIVERY NETWORK S trong a c c e ss to c ustome r to uc h a nd she l f sp a c e t o d ri ve bra n d a w a re ne ss a nd p l a ce me nt INVESTMENT HIGHLIGHTS LARGEST CULTIVATION FOOTPRINT, UNMATCHED CAPACITY U p t o 6 m sq . ft . of b e st -in -c l a ss c ul ti va ti on f a c il i tie s
Page 7
VERTICAL INTEGRATION MAXIMIZES QUALITY AND PROTECTS MARGIN 10 CULTIVATION FACILITIES PADARO 350,000 ft 2 CASITAS 150,000 ft 2 SoCAL 5,500,000 ft 2 MANUFACTURING FACILITY LOMPOC License Type 6,7 & 11 PLUS & Allswell Flower Gummies RETAIL LOCATIONS FARMACY 5 Stores NHC 4 Stores THE POTTERY 1 Store 3 1 Retail StoreCultivation Facility Manufacturing Facility Casitas Berkeley The Pottery (Los Angeles) Santa Ana Isla Vista Santa Ynez Turlock Lemoore Morro Bay Grover Beach Santa Barbara Padaro SoCAL Lompoc
Page 8
SELLING AT THE HIGHEST POSSIBLE PRICE Internal CPG 3rd Party Distros External Brands OUR SCALE, CONSISTENT QUALITY AND VARIETY OF POPULAR STRAINS ENSURES WE COMMAND THE BEST PRICES
Page 9
Source: Glass House Brands, Headset OUR VERTICALLY -INTEGRATED MODEL AND COST EFFICIENCY HAVE ENABLED GLASS HOUSE TO GROW RAPIDLY I N THE FACE OF A CHALLENGING MARKET CA Market vs. GHB Revenue 4Q Rolling Average (Millions) Glass House Brands CA Market
Page 10
FACILITY T he SoCa l G re enhous e Fa rm w as de si g ne d for toma toe s an d cuc umber s – a s i ngle di g it g ross ma rg in bus ines s Solar , cog en e rati on, we ll w a ter, H2 O re cyc ling , etc . re s ults i n mi nima l utility c os ts and a r educ ed envi ronmenta l f ootpri nt TECHNOLOGY G las s Hous e i s a lea der i n a pplying mainstream a gri cultura l tec hnology to Ca nnabi s Pos i tive pres s ure , photo -optic al s orter s, roof w as hing robots , bla ck -out c urtai ns, pla nt spa ce rs , e bb a nd flood f loors , e tc. THE GLASS HOUSE GROWING ADVANTAGE GLASS HOUSE CONSISTENTLY GROWS HIGH QUALITY CANNABIS AT THE LOWEST COST CLIMATE AND LOCATION SoCa l Sunshi ne is a bunda nt a nd F R EE! T empe ra ture i s c ons i s tent and in a ra nge tha t s uppor ts C annabi s c ulti va tion WORLD CLASS EXPERIENCE Ke y Gla s s H ous e culti vati on te am me mber s a re pa s si onate a bout the plant, a nd the ir c ombine d Canna bis g row in g e xper ie nc e e xce eds a c en tury a nd a ha lf 1 7 e mployee s th a t Gla ss H ouse h ire d f rom the prev ious grow e r ha ve provi ded a de ep ope rati ona l under sta nding of the SoCa l F ar m
Page 11
CANNABIS GROWS BETTER IN CAMARILLO CALIFORNIA Ideal Temperature Range: There are more days of weather within the ideal cannabis growing temperature zone of 65 F to 85 F in Camarillo than anywhere else in the country More Sunlight: Located in a geographic region with the highest amount of average daily sunlight in the entire US. Goldilocks Latitude: Average day length is 12 hours with less variation than other parts of the US. The plants receive their preferred amount of sun on a more consistent basis.
Page 12
To KEY FEATURES OF OUR SOCAL FARM 165 - Acre Farm with 5.5M ft 2 of cultivation footprint spread amongst six state - of - the - art greenhouses Less than a 6-hour drive to the three largest markets in California ⚫ San Francisco: 375 miles, 5hr 50min ◼ Amazon Distribution Center: 7 miles, 10min ⚫ Los Angeles: 56 miles, 1hr ◼ LAX: 61 miles, 1hr 10min ⚫ San Diego: 180 miles, 2hr 50min San Francisco Los Angeles San Diego
Page 13
FLOWER FLOWER NURSERY Hemp Trials FLOWER FLOWER Retrofit Underway OPERATIONS: EXPANDING FOOTPRINT Same size as GH4, and almost 10% larger than the other greenhouses Gross Area (K ft 2) 992 Estimated Cultivation Area (K ft2) 675 Gross Area (K ft 2) 861 Estimated Cultivation Area (K ft2) 585 Year 1 Estimated Production (K lbs.) 275 Announced commercial hemp strategy Gross Area (K ft 2) 861 Estimated Cultivation Area (K ft2) 859 Gross Area (K ft 2) 992 Estimated Cultivation Area (K ft2) 675 Gross Area (K ft 2) 912 Estimated Cultivation Area (K ft2) 621 Current Production (K lbs.) >300 Gross Area (K ft 2) 841 Estimated Cultivation Area (K ft2) 564 Current Production (K lbs.) 300 Kubo Ultra Clima, Positive Pressure GH5 advanced features to be backported to GH6 soon Ebb and flood floors Automated clone sticking, transplanting and spacing One of the largest Cannabis nurseries in the U S Kubo Ultra Clima, Positive Pressure Our most efficient GH, inc orporates all learnings from G H6 Equipped for light-assisted growing so that production and quality will be more consistent year- round. GREENH OUSE 3 GREENH OUSE 2 GREENH OUSE 1 GREENH OUSE 4 GREENH OUSE 5 GREENH OUSE 6 Operational Operational Operational Vacant Expansion Underway
Page 14
OPERATIONS: ANCILLARY FEATURES WATER ▪ On-site well water with a backup well, fully self-sufficient ▪ 4 x 1M gallon irrigation storage tanks ▪ Ultra Filtration and heat sterilization systems ▪ 100% recycling of cultivation over-drain water ▪ Rainwater capture COGEN ▪ 12.8 MW from 3 Natural Gas cogeneration units ▪ CO2 and heat by-products aid plant growth ▪ Heat exchangers to capture the heat to warm the greenhouses SOLAR ▪ 1MW of Clean Solar to help power GH5 & GH6 climate control functions ▪ Rainwater storage in the shade of the PV panels DRYHOUSE ▪ 14 dry rooms, each with 200k lbs wet product capacity per annum ▪ Computer-controlled temperature, humidity and airflow ▪ Each strain has its own drying recipe PACKHOUSE ▪ High end photo optical sorters ▪ Capable of sorting up to 680k lbs/yr ▪ Helps with efficiency and accuracy UL TRA CLIMA ▪ 400 fans per greenhouse create overpressure to keep bugs and airborne pollutants out ▪ Climate room pulls in air ▪ Computerized heating, cooling & CO2 infusion LOCATION ▪ Ample sunlight, less fog given 7-mile distance from the ocean ▪ Close proximity to customers in LA, OC & San Diego ▪ Ample supply of local agricultural-focused labor
Page 15
OPERATIONS: THE SOCAL GREENHOUSE FARM Our total capacity estimate for when all retrofits to all greenhouses at the SoCal Farm are complete is 1.6M pounds, including production from our Padaro and Casitas Greenhouse farms. OUR FULL CAPACITY PRODUCTION ESTIMATE IS 1.6M POUNDS 5.5M SQ FT UNMATCHED CAPACITY & LOW-COST PRODUCTION INDOOR QUALITY AT CLOSE TO OUTDOOR COSTS
Page 16
GLASS HOUSE IS ON TRACK TO PRODUCE 1.6M LBS AT FULL CAPACITY 2021 2022 2023 2024 Phase 2 Phase 3 Phase 4 Pounds of Production (000's) 97 194 357 608 770 1,045 1,600 Ending Cultivation Sq. Ft (000's) 332 959 959 1,525 1,525 2,110 3,460 Location Carpinteria Carpinteria GH6 (1/2 yr) Carpinteria GH6 Carpinteria GH6 GH5 (3/4 Yr) Carpinteria GH6 GH5 Carpinteria GH6 GH5 GH2 Carpinteria GH6 GH5 GH2 GH3&GH4 16 Existing cultivation footprint is expected to produce 770K lbs The remaining 3 Greenhouses plus ongoing improvements generate the balance - 200 400 600 800 1,000 1,200 1,400 1,600 1,800Pounds of Production
Page 17
17 PHASE 3 EXPANSION – TIMING AND COSTS ▪ Projected total spending for Phase 3 is $25M to $30M ▪ Phase 3 retrofit of GH2 will add 585k square feet of licensed cultivation area, which is ~6% smaller than GH5. It is a more involved and complicated construction project than the GH6 and GH5 retrofits. ▪ GH2 retrofit will include the addition of blackout curtains, shade screens, new gutters, horizontal air fans, a misting system, grow pipes, 11,000 existing high-pressure sodium lights and will provide the option to implement positive pressure in the future. ▪ There will be additional nursery, drying, processing and storage infrastructure required to handle the increased capacity. ▪ We expect GH2 to produce 275K pounds of cannabis in its first full year of production. Months from First Order 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Ordering & Construction Cultivation Starts First Revenue Realized
Page 18
18 HEMP -DERIVED CANNABIS VS. CANNABIS CULTIVATION ▪ August 2024, Glass House announced that it was analyzing the hemp-derived cannabis market with the intent of potentially selling it outside of California ▪ Glass House will grow cannabis in GH2 as part of its Phase 3 expansion and use GH4 for R&D/Trials of hemp-derived cannabis ▪ Given the regulatory uncertainty regarding hemp-derived cannabis, Glass House will maintain the optionality on which market to pursue as long as possible ▪ Phase III capex spending requirements are the same whether we choose cannabis or hemp-derived cannabis ▪ Glass House has already acquired a hemp cultivation license and has begun initial testing including developing testing protocols specific to hemp-derived cannabis – as we now have our first hemp plants growing on site ▪ We are in dialogue with potential partners on the commercial sale and distribution of hemp- derived cannabis, as well as with local authorities to stay up to date on new policies ▪ This approach will allow Glass House to move quickly once a strategic direction is determined
Page 19
STRONG BRANDS ACROSS KEY MARKET SEGMENTS BRAND PORTFOLIO BRAND PORTFOLIO
Page 20
20 THE FARMACY THE FARMACY – SANTA ANATHE FARMACY – SANTA BARBARA THE FARMACY – BERKELEY THE FARMACY ISLA VISTA THE FARMACY SANTA YNEZ
Page 21
21 NATURAL HEALING CENTER & THE POTTERY NHC – MORRO BAY NHC – LEMOORENHC – GROVER BEACH NHC – TURLOCK THE POTTERY – LOS ANGELES
Page 22
ESG AS A STRATEGIC AND COMPETITIVE ADVANTAGE ▪ Strategically located in California, where growing conditions are optimal ▪ Focus on energy efficiency with solar and cogeneration capabilities ▪ ESG mandated U.S. AUM are forecast to reach $53 trillion by 20251 1. Bloomberg: https://www.bloomberg.com/profession al/blog/esg-assets-may-hit-53-trillion-by-2025-a-th ird-of-global-aum/ 2. Seinergy July-2021, GHB commissioned study 0 50 100 150 200 250 300 Avg. Indoor Avg. CA Greenhouse GHB kWh per Sq. Ft. of Flower 2 0 500 1000 1500 2000 2500 3000 Avg. Indoor Avg. CA Greenhouse GHB Kg CO2 per kg Flower 2 95% less CO2 emissions than the average indoor grower 95% less energy use than the average indoor grower SUSTAINABLE LEADERSHIP AWARD WINNER 2020 STEWARDSHIP 2021 ENERGY
Page 23
23 MEET THE GLASS HOUSE TEAM WILL TUJACQUELINE DE GINESTET KYLE KAZAN Co-founder, Chairman & CEO GRAHAM FARRAR Co-founder, President & Board Director MARK VENDETTI Chief Financial Officer HILAL TABSH Chief Revenue Officer General Counsel & Corporate Secretary BEN VEGA BEN VASQUEZ JENNIFER BARRY JOSHUA KARCHMER VP RetailVP SalesVP Farm Operations VP Marketing VP Corporate Controller
Page 24
H I S T O R I C A L F I N A N C I A L D A T A
Page 25
25 REVENUE AND GROSS PROFIT
Page 26
26 WHOLESALE BIOMASS METRICS
Page 27
27 QUARTERLY NET INCOME / LOSS
Page 28
28 QUARTERLY ADJUSTED EBITDA
Page 29
29 SELECT BALANCE SHEET INFORMATION
Page 30
30 SELECT CASH FLOW INFORMATION
Page 31
31 EQUITY TABLE
Page 32
32 NOTES PAYABLE AND PREFERRED EQUITY
Page 33
O T C Q X : G L A S FC B O E C A N A D A : G L A S . W T . U O T C Q X : G H B W FC B O E C A N A D A : G L A S . A . U @ g l a s s h o u s e b r a n d s g l a s s - h o u s e - b r a n d s - i n c @ G l a s s H o u s e B R B O A R D O F D I R E C T O R S
Page 34
34 BOARD OF DIRECTORS KYLE KAZAN ▪ Co-founder, Chairman & CEO of Glass House Group ▪ 30+ years of successful Private Equity & investment experience with focus on real estate ▪ Launched 23 PE funds, over $2.75B current value owned & managed properties ▪ Joined cannabis industry in 2016, co -founding what would become Glass House Group ▪ Former law enforcement officer & special ed teacher ▪ Frequent guest professor in business; graduate of and former varsity basketball player for USC GRAHAM FARRAR JOHN ‘JAY’ NICHOLS JR. ▪ Co-founder, President & Board Director of Glass House Group ▪ 20+ years of serial entrepreneurship, including taking two companies public ▪ Part of original/founding teams at Software.com, Sonos, & iStoryTime Inc. (zuuka) ▪ Joined cannabis industry by founding Elite Garden Wholesale, an ag-tech hydroponics supply company ▪ Board member of Seacology, Heal the Ocean, and Santa Barbara Bowl Foundation ▪ Four decades of experience in corporate strategy, operations and finance ▪ Former Chairman of the Board and Interim CEO at Protective Insurance Company; oversaw the acquisition of the company by Progressive Insurance Company ▪ Former CEO of Axis Reinsurance Ltd. ▪ 15 years at RenaissanceRe Holdings Ltd, eventually serving as President of RenaissanceRe Ventures; spearheaded the company’s growth via strategic acquisitions and accessing third party capital through joint ventures ▪ Held senior executive and financial reporting positions at Hartford Steam Boiler and Monarch Life Insurance Company, and international forensic accounting firm, Matson, Driscoll & Damico. ▪ Veteran public servant with significant government and nonprofit experience ▪ Early, vocal advocate for cannabis policy reform ▪ Current member and former Chair of LA Care – largest public health plan in the US ▪ Trustee and co -chair of the Obama Scholars Advisory Council at his alma mater Occidental College in Los Angeles ▪ Assembly appointee member of the California Air Resources Board ▪ Served in the California State Assembly from 2004 to 2010, representing the largely Latino 50th District in southeast LA County ▪ Chaired the Budget Subcommittee on Health and Human Services, the Rules Committee, and helped create and chair the Accountability and Administrative Review Committee during his tenure HECTOR DE LA TORRE
Page 35
35 BOARD OF DIRECTORS GEORGE RAVELING ▪ First African American basketball coach in the Pac -8 (now Pac - 12); head coach at Washington State, University of Iowa, & USC; assistant coach of medal -winning 1984 and 1988 US Olympic teams ▪ Nike’s former Director of International Basketball; former commentator for Fox Sports & CBS ▪ Inducted into Naismith Memorial Basketball Hall of Fame, National Collegiate Hall of Fame; recipient of John W. Bunn Lifetime Achievement Award ▪ Author of two books; co -founder (w/Michael Lombardi) of The Daily Coach leadership program ▪ B.S. in Economics from Villanova University, where he is also in the Villanova Hall of Fame JOCELYN ROSENWALD HUMBLE LUKANGA ▪ Co-founder and Board Director of Glass House Group ▪ Veteran of real estate investment industry; most recently, successfully managed $500M portfolio ▪ Since 2016, supervised operations of the 4 funds that would become Glass House Group ▪ B.A. University of Pennsylvania; M.A. in Education, Hunter College; M.B.A UCLA Anderson School of Business ▪ Teach for America alumna, founding teacher at KIPP Star Elementary School ▪ Founder of Life Line Financial Group, premiere wealth management firm servicing some of the best -known performers & leaders in business, sports & entertainment ▪ Trustee of the University of New Mexico; Board Director for several companies & foundations ▪ B.A. & M.B.A. University of New Mexico; certified CFP; UCLA Personal Finance Planning degree ▪ Named to The Hollywood Reporter's Top Business Managers list for 3 years running; New Mexico Business Weekly's "Top 40 Under 40" ▪ Attorney and founding partner of Katchko, Vitiello & Karikomi, PC, a well - regarded law firm located in Los Angeles, California with an authentic and deep -rooted presence in the local cannabis industry ▪ As leader of KVK’s cannabis practice, Yelena handles transactional, commercial, licensing, and regulatory compliance matters within the cannabis sphere ▪ Began representing medicinal cannabis clients in the City of Los Angeles in 2010 and has become one of the industry’s most recognized names. ▪ Serves as the Vice Chair of Programming for the LA County Bar Association – Cannabis Section and as affiliate counsel for the United Cannabis Business Association which was built by the leaders of the California cannabis industry YELENA KATCHKO
Page 36
DISCLAIMER Cautionary State ments This do cu ment is for infor mation purp oses only an d shou ld not be considered a recommen dation to pur ch ase, sell or hold a security. This presentation h as been prep ared for discu ssion purp oses only an d is not , and in no circumstances is to be constr ued as an adv ertisement, pub lic offering, or p rosp ectu s related to the securities of Glass Ho use Brands Inc. (the “Company ” or “GHB”) in any jurisdiction. No securities commissio n or similar autho rity in Canada, th e U nited States or elsewhere has rev iewed o r in any way passed upon this present ation or th e merits thereof and any rep resentation to the contrary is an offence. This pr esentatio n also co ntains o r references certain market, industry and peer group data which is b ased upo n information fr om ind ependent ind ustry p ublications, market r esearch, analy st repor ts and surveys and other pub licly availab le so urces. Any th ird-party information h as not been in dependently verified . Wh ile the Company may not hav e v erified the third -party information, they believe that it obtain ed the infor mation from reliable sources an d have no reason to believe it is not accurate in all material resp ects. No warranties or representation s can be made as to the or igin , validity, accuracy, comp leteness, currency or reliability of the information. The Co mpany discl aims an d excludes all liability (to th e max imum extent permitted b y law), for lo sses, claims, damages, demands, costs and exp enses of whatever natur e ar isin g in any way out of or in conn ection with the information in this pr esentatio n, its accu racy, completeness or by reason of relian ce by any p erson o n any of it includ ing, without limitation, the choice of comparable co mpanies, or any information related ther eto. This presentation should not be construed as legal, fin ancial or tax adv ice to an y investor, as each investor’s circumstan ces are different. Read ers should co nsult with their own profession al advisors regard ing their particular circumstances. In makin g an investment decisio n, inv estors should not rely solely on the in fo rmation contain ed in this p resentation. Neither the delivery of this presentation, at any time, n or any trade in securities made in reliance o n this pr esentatio n, wi ll imply that the infor mation contained in the presen tation is cor rect as of any time sub sequen t to th e d ate set forth on the cover page of the presentation or the date at which such in fo rmation is expressed to be stated, as applicab le. Investing in securities of the Co mpany invo lves risks. See “Risk Factors” includ ed in our Q2 2025 Management’s Discu ssion and Analysis an d in the Comp any's Annual Information Form and other public filings on SEDAR+ at www.sedarplus.ca (th e “ Risk Factors”). This pr esentatio n does no t con stitute an offer to sell o r the solicitation o f an offer to buy an y securities. All fin ancial infor mation is in U.S. d ollars, unless otherwise in dicated. Forward Looking Informa tion Certain information set forth in th is presentation an d any other infor mation that may be furnished to pro spective in vestor s b y the Company in connectio n therewith, o ther than statemen ts of historical fact, may b e con sider ed “forward-looking statements” and “ fo rwar d-looking infor mation” within the meaning of applicable Canadian securities legislation (referred to herein as forward -looking statements) . Fo rwar d- looking statements include but are not limited to statements related to activities, even ts or developments that the Comp any e xpects or anticip ates will or may occur in the future, statements related to th e Corpo ration’s business strategy ob jectives and goals, and the Corporation’s managemen t’s assessmen t o f futur e p lans and operatio ns which are based on managemen t’s cur rent internal expectations, estimates, projectio ns, assumption s and beliefs, wh ich may prove to be incor rect. Forward -looking statements can often be identi fied by the use of word s su ch as “may”, “will”, “ co uld” , “would”, ‘should”, “ anticipate”, “believe”, “expect”, “intend” , “po tential” , “estimate”, “budget”, “scheduled”, “ plans”, “plan ned”, “forecasts”, “ goals” and similar expressio ns or the negatives thereof. In particular, and witho ut limiting the generality of th e for egoin g, fo rwar d looking statements in this p resentation inclu de statements related to the buildou t an d develo pment of the cu ltivation facility owned by th e Company in Camarillo , Californ ia (referr ed to herein as the SoCal Farm); the Company’s business plans and strategies; the addressable markets for the Comp any’s produ cts; th e Company ’s comp etitive position ,; the ability to develop pro ducts, scale p roduction an d distr ibute prod ucts; the Compan y’s plans to gro w its market share in existing and new markets; the Comp any’s investment in new tech nolo gies and produ cts; th e Company ’s ex pansion of productio n cap acity; the dev elopment and exp ansio n of th e Company ’s b rands; strategic acquisition o pportun ities; the future size of the can nabis mar ket in California and the Un ited States; the receipt of licenses fr om regulatory auth orities; and th e Company ’s futu re financial per fo rmance. In addition, the financial pro jections an d estimates co ntained und er “Pro Forma W holesale Biomass Econo mics” and elsewhere in this presentation, including pro fo rma gross pr ofit and gro ss p rofit margin co nstitu te “forward looking informa tion ” within the meaning of applicable securities laws. Su ch information is being provid ed to demonstrate potential fu ture outcomes an d may not be approp riate for other pur poses and should not be relied upon as necessarily being indicative of future financial resu lts. Forward looking statements inv olve known and unkn own risks and uncertainties, many of which are beyond o ur control, that could cause actual results to differ materially fr om those that are disclosed in or implied by such forward loo king statements. These risks and uncertain ties include, but are not limited to, th ose described in the Risk Facto rs and the oth er risk facto rs iden tified in this presen tation. Although the Compan y has attempted to id entify the main risk fact ors that could cause actual resu lts to d iffer mater ially from those con tained in forward looking statements, there may be other risk factors not presently known to the Compan y or that they presently b elieve are no t mater ial that could also cause actual r esults or futur e ev ents to differ materially from those expressed in such forward -looking infor mation. Althou gh the forward -looking statements contain ed in this p resentation are based upo n what the Company believes are reason able assumptions, you are cautio ned again st placing und ue relian ce on th ese statemen ts since actual r esults may vary fro m th e for ward-looking statements. Any d ata d emonstr ating the historical performance contain ed in this presentation ar e intended only to illustrate past per fo rmance and are not necessarily indicativ e o f the futur e p erformance of the Co mpany. Conseq uently , all of the forward -looking statemen ts contained in this pr esentatio n are qualified by the forego ing cautio nary st atements, and there can be no guarantee that the results or developments that the Compan y anticipate will be realiz ed or, ev en if substanti ally realized, that they will have the expected consequences or effects on our business, financial con dition or r esults of operation. Non-GAAP Measures This pr esentatio n makes r efer ence to certain non-U.S. GAAP measur es, such as p roforma gr oss profit and gross profit margin, amon g o ther non-GAAP measu res that may be iden tified herein. Th ese measu res are not recognized u nder U.S. GAAP and do not have a standardiz e d meanin g prescribed by U.S . GAAP. Rather , these measures are provided as additional information to complement U.S. GAAP measur es by pro viding further und erstand ing of GH Group ’s r esults of operations from management’s perspective. Market p articipants fr equently use non - U.S. GAAP measures in the evaluation of issuers. The Co mpany’s management uses these non -GAAP measu res for trend an alyses and for bud geting and planning purposes. Th e Company b elieves that the use of these non -GAAP financial measures provides an additional t ool for inv estors to use in ev aluatin g projected o perating results and tr ends in an d in comparing the Comp any’s financial measures with other similar companies, many of which p resent similar non -GAAP financial measures to investors. Man agement of the Co mpany do not consider the se non-GAAP measu res in isolation or as an alternativ e to fin ancial measures deter mined in accordance with GAAP. The prin cipal limi tation o f these non -GAAP financial measures is that they ex clude significan t ex penses and income that are requ ired by GAAP to be recorded in the Company’s financial statements. In addition, th ey are subject to in herent limitations as they reflect the exer cises o f ju dgments by management about which expense and income are excluded or included in deter mining these non -GAAP financial measures. Yo u shou ld review the Company’s curren t fin ancial statements and no t r ely on any single financial measur e to ev aluate the Company’s business. Readers ar e also r efer red to the heading “Non-GAAP Financial Measu res” in th e Company ’s Q2 2025 MD&A at www.Sedarp lus.ca. Cannabis -related Ac tivitie s are Illegal Unde r U.S. Fe deral La ws The Compan y derives 100% of its r evenues fro m d oing b usin ess in the can nabis industry in the U.S. The concepts of “medical cannabis” and “adu lt-use can nabis” do not exist under U.S. federal law. The U.S. Feder al Co ntrolled Su bstances Act classifies “marihuan a” as a Sched ule I dru g. Accordin gly, cannab is-related practices or activ ities, including, withou t limitatio n, the manu factur e, sale, importatio n, possession, u se or distrib ution of cannabis and its d erivatives, ar e illegal u nder U.S. federal law and th e en fo rcement of th e r elevant laws poses a sign ificant risk. Th ese laws an d their enforcement are in flux and vary dr amatically fr om jurisdiction to ju risd iction. The enforcement o f these laws and its effect o n the Compan y and its bu siness, employees, director s and shareholders ar e u ncertain, and acco rdingly, invo lve conside rable r isk. Str ict comp liance with state laws with respect to cannabis will neither absolv e th e Company o f liability under U.S . federal l aw, nor will it pro vide a defense to any feder al proceeding which may be brou ght against the Company. An y such pro ceed ings brought against th e Compan y may adver sely affect the Co mpany’s operations and fin ancial perfor mance.
Page 37
O T C Q X : G L A S FC B O E C A N A D A : G L A S . W T . U O T C Q X : G H B W FC B O E C A N A D A : G L A S . A . U @ g l a s s h o u s e b r a n d s g l a s s - h o u s e - b r a n d s - i n c @ G l a s s H o u s e B R