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Bringing Decades of Wellness and Nutrition Experience to the Cannabis Industry NASDAQ/TSX: NEPT Headquartered in Laval, Quebec, Canada August 2019 1

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Page 1: Bringing Decades of Wellness and Nutrition …neptunecorp.com/sites/default/files/2019-09/Neptune...Bringing Decades of Wellness and Nutrition Experience to the Cannabis Industry NASDAQ/TSX:

Bringing Decades of Wellness and Nutrition Experience to the Cannabis Industry

NASDAQ/TSX: NEPT ▫ Headquartered in Laval, Quebec, Canada

August 2019

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The Corporation uses two adjusted financial measures, Adjusted Segment Earnings Before Interest, Taxes, Depreciation and Amortization

(Adjusted Segment EBITDA) and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) to assess its

operating performance. These non-IFRS financial measures are directly derived from the Corporation’s financial statements and are presented in a

consistent manner. The Corporation uses these measures for the purposes of evaluating its historical and prospective financial performance, as

well as its performance relative to competitors. These measures also help the Corporation to plan and forecast for future periods as well as to

make operational and strategic decisions. The Corporation believes that providing this information to investors, in addition to IFRS measures,

allows them to see the Corporation’s results through the eyes of management, and to better understand its historical and future financial

performance.

Securities regulations require that companies caution readers that earnings and other measures adjusted to a basis other than IFRS do not have

standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be

considered in isolation. The Corporation uses Adjusted Segment EBITDA and Adjusted EBITDA to measure its performance from one period to the

next without the variation caused by certain adjustments that could potentially distort the analysis of trends in our operating performance, and

because the Corporation believes it provides meaningful information on the Corporation’s financial condition and operating results. Neptune’s

method for calculating Adjusted Segment EBITDA and Adjusted EBITDA may differ from that used by other corporations.

Neptune obtains its Adjusted Segment EBITDA measurement by adding depreciation and amortization and stock-based compensation to segment

income (loss) from operating activities before corporate expenses. Neptune obtains its Adjusted EBITDA measurement by adding to net income

(loss), net finance costs and depreciation and amortization and by subtracting income tax recovery. Other items such as stock-based

compensation, litigation provisions, acquisition costs and severance and related costs that do not impact core operating performance of the

Corporation are also added back as they may vary significantly from one period to another. Adjusting for these items does not imply they are non-

recurring.

2

CAUTION REGARDING NON-IFRS FINANCIAL MEASURES

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Statements in this presentation that are not statements of historical or current fact constitute ‟forward-looking statements” within the meaning of the

U.S. securities laws and Canadian securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other

unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed

or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged

to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," "should," or "plans" to be uncertain and

forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this

presentation. Forward-looking information in this presentation includes, but is not limited to, information or statements about our ability to

successfully develop, produce, supply, promote or generate any revenue from the sale of any cannabis-based and hemp-based products in the

legal market.

The forward-looking statements contained in this presentation are expressly qualified in their entirety by this cautionary statement and the

‟Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Information Form (the ‟AIF”), which also

forms part of Neptune’s latest annual report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at

www.sec.gov/edgar.shtml and on the Investors section of Neptune’s website at www.neptunecorp.com. All forward-looking statements in this

presentation are made as of the date of this presentation. Neptune does not undertake to update any such forward-looking statements whether as

a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained herein are also

subject generally to other risks and uncertainties that are described from time to time in Neptune public securities filings with the Securities and

Exchange Commission and the Canadian securities commissions. Additional information about these assumptions and risks and uncertainties is

contained in the AIF under ‟Risk Factors”.

3

CAUTIONARY NOTE AND FORWARD-LOOKING STATEMENT

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▪ Large North American cannabis extractor

• 3,000,000 kg¹ of extraction capacity in Canada and U.S.

• Poised to benefit from the industry capacity shortage

▪ Solid visibility on revenues with long-term contracts

• Major clients → strong endorsement

▪ Strong earnings power with existing assets

• Two facilities can support >C$450m in sales

• Low cost could translate into EBITDA margins > 40%

• Conservative utilization assumption of 50%

▪ SugarLeaf Labs acquisition enables Neptune to address the significant CBD opportunity in the U.S.

4

INVESTMENT HIGHLIGHTS

Capital Structure

Fully Diluted Common Shares 115,084,273

Fully Diluted Market Cap (C$6.00) C$690,506,000

Pro-Forma Cash Position² C$38,975,000²

Total Debt C$4,567,000

Major clientsMajor Clients

¹Starting in CY2020 once capacity expansion plans are completed

² Pro-forma Neptune’s US$41m private placement and the US$12m initial cash consideration paid to acquire the assets of SugarLeaf Labs with related transaction costs

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Nutrition Business

Cannabis Business

WHO WE ARE

Patented specialty ingredients and turnkey solutions for the nutrition and wellness industries

One-stop-shop for cannabis & hemp extraction, formulation & packaging solutions in Canada and United States

5

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CORE COMPETENCIES FROM NUTRITION CRITICAL TO SUCCESS IN CANNABIS

Oil extraction expertise

GMP certified facility

Forms and delivery system

Regulatory affairs

Quality control

Clinicalresearch

Global distribution

Condition-specific formulations

Strict processes and standards

6“Cannabis, A Global Consumer Product Segment”

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MOMENTUM ACCELERATING RECENTLY

7

Aug 2019Launch of

Neptune Ventures

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CANADA → MODERN LARGE SCALE EXTRACTION FACILITY LICENCED TO PROCESS CANNABIS

• Standard Processing Licence obtained in January 2019

• Commercial production and shipping of cannabis began in March 2019

• Current Good Manufacturing Practices (cGMP) certifiedfor nutrition products

• EU GMP certification underway (by H2 2019)

• In-house quality control lab and R&D lab with full testing capabilities

Extraction, purification and formulation of cannabis and hemp products

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CANADIAN CAPACITY EXPANSION UNDERWAY TO REACH 1.5MM KILOGRAMS

9

170,000 KG / Licenced and set to be operational by September

1,300,000 KG / Retrofitting ongoing and set to be completed before calendar year 2019, license expected afterwards

4,500,000 KG / Constructed → retrofitting under evaluation

30,000 KG / Licenced and operating

Ethanol:

CO2:

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SUGARLEAF – NEPTUNE’S ENTRY INTO THE U.S. MARKET

• North Carolina-based hemp processing company providing extraction services and formulated products

• 1,500,000 kg capacity in its cutting-edgecold ethanol processing facility

• Hemp cultivated by licensed American growers consistent with federal and state regulations to yield high-quality and broad-spectrum hemp extracts

• Assets include FOREST REMEDIES, Sugarleaf’s consumer brand

Who is Sugarleaf Labs?

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US PLATFORM TO TAP THE CBD MARKET

$16B Consumer Products Category by 2025***

Including: nutraceuticals, topicals, beverages, food, beauty and vapor

Hemp-based products

• Already larger than the Vitamin E category

• Will soon overtake the Omega-3 category

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Neptune, a one-stop shop supplier

▪ Multi-year extraction deal for minimum volumes of 230,000 kg

– Extraction, purification of cannabinoids from cannabis and hemp biomass

– Formulation, manufacturing and packaging of several product forms: capsules, tinctures, sprays, topicals, vape pen, shots, teas

▪ Neptune to seek organic certification

– TGOD to help in the process

▪ Largest extraction agreement in the Canadian cannabis industry to date

12

SIGNIFICANT EXTRACTION DEAL WITH TGOD

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13

NEW LEADERSHIP WITH EXTENSIVE CONSUMER PRODUCT INNOVATION EXPERIENCE

Michael Cammarata joins Neptune as President and CEO

▪ Successful entrepreneur and innovator in the wellness industry

▪ Previous CEO and Cofounder of Schmidt’s Natural, one of the world’s fastest growing wellness brands,acquired by Unilever in 2017

▪ Extensive knowledge of the CBD space with the launch of Schmidt Natural CBD & hemp deodorants in 2019

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• Capacity: 2mm capsules per year

• Two-piece proprietary capsules

• Fused to prevent leaking

• Faster absorption & higher stability

• Natural and vegetarian options

LICAPS® DUOCAP®

¹Lonza, a Swiss multinational, is one of the world's leading suppliers to the Pharma & Biotech industries. (SWX: LONN)

² Subject to Health Canada approval

INVESTING IN VALUE-ADDED SCIENCE BASED DIFFERENTIATION

LICAPS®, a best in class capsule technology licenced from Lonza¹, a global leader in the life sciences industry

Additional delivery forms available by end of 2019

• Tinctures, sprays, topicals, vape pens²

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Q1 FY2020¹

Nutraceutical Cannabis Corporate Consolidated

Revenues 4,293 38 30 4,361

Adjusted EBITDA (non-IFRS operating loss) 530 1,623) (2,490) (3,583)

Net income (loss) - (6,452)

FINANCIAL RESULTS

¹Nutraceutical and Cannabis are two segments of Neptune. The corporate column represents unallocated costs which are corporate G&A expenses, net finance costs and income taxes.

Income Statement(in thousands of CAD $)

Q1 FY2019¹

Nutraceutical Cannabis Corporate Consolidated

Revenues 5,168 - - 5,168

Adjusted EBITDA (non-IFRS operating loss) 633 (1,302) (1,588) (2,257)

Net income (loss) - (4,100)

Income Statement(in thousands of CAD $)

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FINANCIAL POSITION

June 30, 2019 March 30, 2019

Cash, cash equivalents and short-term investments 5,375 9,867

Total debt 4,567 3,467

Net proceeds from the private placement 51,600 -

Initial cash consideration for SugarLeaf ¹ (18,000) -

Proforma net cash position 34,408 6,400

Financial Position(in thousands of CAD $)

(1) Includes transaction costs

(2) Neptune owns 2,964,695 common shares of Acasti (ACST – TSXV) valued at $7,648 as of August 21, 2019

(3) As at March 31st 2019, Neptune has tax losses carried forward and R&D tax credits amounting to $84,032

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EXECUTIVE TEAM

Michael Cammarata

President , CEO & Board Member

17

Mario Paradis, CPA, CA

VP & Chief Financial Officer

Michel TimperioPresident of Cannabis Business

• Responsible of BD for last 16 years for Neptune

François-Karl Brouillette

Vice President, Science & InnovationNutrition Business

• Masters degree - Organic Chemistry

• + 15 years in nutrition

Marc VaugeoisVice President, Sales Nutrition Business

• + 25 years in health & nutrition industry

Jackie Khayat

Vice President, Bus. Development

• 15 years in nutrition & healthcare sales

• Executive MBA at Concordia University

• Formally of 3M Canada

• CFO Atrium Innovation acquiredby Nestlé for $2.3B

• Senior Director PricewaterhouseCoopers

• CEO of Schmidt’s Naturals acquired by Unilever in 2017

• Founder of Random Occurrence, a venture capital and private equity firm.

Jean-Daniel Bélanger

Vice President, Legal & Corporate Affairs

• Former securities law firm partner

• Member of Quebec Bar since 2006

Martin Landy

Chief of Corporate Development & Strategy

• 20 years in capital markets and accounting

• Former Managing Director with GMP Securities

Graham Wood

Chief Scientific Officer

• Former Chief R&D Officer at Altasciences

• Former CEO at Manna Research

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Moretz

Marketing

BOARD OF DIRECTORS

John Moretz

Chairman of the Board

18

Hélène F. Fortin

Director

Philippe Trudeau

Director

Dr. Ronald Denis

Director

Rick Schottenfeld

Director

Schottenfeld Group LLC

Michael Cammarata

President , CEO & Board Member

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APPENDIXMarket Data

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Extracts Dominate Many Developed Cannabis Markets

20

FLOWER Smoked

EXTRACTSCannabinoids are extracted from the plant and then used in a wide range of products

60%¹40%*

Gel capsules

Vape pens

Edibles

Topicals

Beverages

¹ BDS –US Market data (California) June 29th, 2018

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11%

14%

20%

21%

25%

25%

29%

34%

36%

44%

0% 10% 20% 30% 40% 50%

Other

Illness prevention

Inflammation

Arthritis

General well-being

Depression

Sleeplessness

General relaxation

Pain

Anxiety

Reasons for Use of CBD

21

THE CURRENT U.S. MARKETPLACE Consumer Use and Purchase Behavior

“I use CBD

products to

support…”

n=332

use at

LEAST

ONCE per WEEK

use

DAILY

HelloMD/Brightfield Group, 2018. Understanding Cannabidiol,

Summary Report.

of CBD-ONLY users are

CBD User Profile

58%

80% 41%

Source: Informa, 2019. Purchase Behaviour Among Consumers Who Have Purchased CBD, The Hemp & CBD Guide. Nutrition Business Journal

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5%

5%

6%

7%

7%

8%

9%

9%

13%

16%

17%

22%

38%

Spray

Dog Treat

Other

Adding to a Beverage (such as coffee)

None of these

Powder

Beverage

Tea

Salve or Lotion

Tincture

Chocolate/Candy

Capsule or Pill

Edible Oil

n=33222

THE CURRENT U.S. MARKETPLACETypes of Products and Consumer Purchase Behavior

Examples of

Hemp/CBD

Consumer

Products¹Balms/LotionsSoftgelsTinctures Gummies ChocolatesVapes Water Dog Treats

CosmeticsDietary Supplements Food and BeveragesInhalables Pet Supplements

What Format of

Hemp/CBD

Products are

Consumers

Purchasing?

Source: Informa, 2019. Purchase Behaviour

Among Consumers Who Have Purchased CBD,

The Hemp & CBD Guide. Nutrition Business

Journal

Extraction vital to hemp/CBD segment!

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THE U.S. HEMP MARKET ON TRACK TO BE A MAJOR NUTRITION PRODUCTS SEGMENT

23*Hemp Industry Daily USD**NBJ 2018 Report USD*** Cowen Washington Research Group, February 2019 - USD

2018 EstimatesHemp CBD: $490-540M*Vitamin E: $309M**Omega-3 : $1.2B**

*

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Bringing Decades of Wellness and Nutrition Experience to the Cannabis Industry