corporate presentation...corporate presentation august 30, 2020 tsx: zena. 1 disclaimers ......

Corporate PresentationAugust 30, 2020

TSX: ZENA

1

Disclaimers

IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING. The information contained in this document has been prepared by Zenabis Global Inc. (“Zenabis” or the “Company”). The information

contained in this document (a) is provided as at the date hereof and is accurate only as of the date of this presentation or the date indicated and is subject to change without notice, (b) does not purport to contain all the

information that may be necessary or desirable to fully and accurately evaluate an investment in the Company, including important disclosures relating to the terms of an investment and risk factors associated with an

investment in the Company and (c) is not to be considered as a recommendation by the Company that any person make an investment in the Company.

This presentation, and the information contained herein, is not for release, distribution or publication into or in the United States or any other jurisdiction where applicable laws prohibit its release, distribution or publication.

This presentation (“Presentation”) is being issued by the Company for information purposes only. It is information in a summary form and does not purport to be complete. It is not intended to be relied upon as advice to

investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. Reliance on this Presentation for the purpose of engaging in any investment

activity may expose an individual to significant risk of losing all of the property or other assets invested.

This Presentation is not a prospectus, offering memorandum or an advertisement and is being provided for information purposes only and does not constitute or form part of, and should not be construed as, an offer or

invitation to sell or any solicitation of any offer to purchase or subscribe for any securities in Canada, the United States or any other jurisdiction. Neither this Presentation, nor any part of it, nor anything contained or referred

to in it, nor the fact of its distribution, should form the basis of or be relied on in connection with or act as an inducement in relation to a decision to purchase or subscribe for or enter into any contract or make any other

commitment whatsoever in relation to any securities of the Company. Recipients of this Presentation who are considering acquiring securities of the Company are reminded that any such purchase or subscription must not

be made on the basis of the information contained in this Presentation but are referred to the entire body of publicly disclosed information regarding the Company. This Presentation is qualified in its entirety by reference to,

and must be read in conjunction with, the preliminary prospectus supplement (the “Prospectus Supplement”) to the Company’s final short form base shelf prospectus dated April 9, 2019 (the “Shelf Prospectus”) and the

Company’s Shelf Prospectus.

Certain information contained herein includes market and industry data that has been obtained from or is based upon estimates derived from third party sources, including industry publications, reports and websites. Third

party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance or guarantee as to the accuracy or completeness of included data.

Although the data is believed to be reliable, neither the Company nor its agents have independently verified the accuracy, currency or completeness of any of the information from third party sources referred to in this

presentation or ascertained from the underlying economic assumptions relied upon by such sources. The Company and its agents hereby disclaim any responsibility or liability whatsoever in respect of any third party

sources of market and industry data or information. This Presentation has not been independently verified and the information contained within may be subject to updating, revision, verification and further amendment. While

the information contained herein has been prepared in good faith, except as otherwise provided for herein, neither the Company, its directors, officers, shareholders, agents, employees or advisors give, has given or has

authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in this Presentation, or any revision thereof, or of any other written or

oral information made or to be made available to any interested party or its advisers and liability therefore is expressly disclaimed for any loss howsoever arising, directly or indirectly, from any use of such information or

opinions or otherwise arising in connection therewith. Except as may be required by applicable law, in furnishing this Presentation, the Company does not undertake or agree to any obligation to provide the recipient with

access to any additional information or to update this Presentation or to correct any inaccuracies or omissions. Information contained in this Presentation is the property of the Company and it is made available strictly for the

purposes referred to above.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This document includes information, statements, beliefs and opinions which are forward-looking, and which reflect current estimates,

expectations and projections about future events, including, but not limited to the intended conversion, expansion and optimization of the Company’s facilities, the anticipated production capacity of the Company, the receipt

of required licenses to operate, our harvest forecast, and other statements that contain words such as "believe," "expect," "project," "should," "seek," "anticipate," "will," "intend," "positioned," "risk," "plan," "may," "estimate"

or, in each case, their negative and words of similar meaning. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially

from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. These

factors and risks include, but are not limited to, those described in the Shelf Prospectus and the Prospectus Supplement, copies of which are available on SEDAR at www.sedar.com, and could cause actual events or

results to differ materially from those projected in any forward-looking statements. Forward-looking information contained in this Presentation is based on our current estimates, expectations and projections, which we

believe are reasonable as of the current date. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Investors are

cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions and/or management's good-faith belief with respect to future events and are subject to known or

unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. You should not place undue reliance on forward-looking statements, which are based on the

information available as of the date of this document and the Company disclaims any intention or obligation to update or revise any forward-looking information contained in this document, whether as a result of new

information, future events or otherwise, unless required by applicable law. The forward-looking information included in this Presentation is expressly qualified in its entirety by this cautionary statement.

Historical statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In this regard, certain financial information

contained herein has been extracted from, or based upon, information available in the public domain and/or provided by the Company. In particular historical results of the Company should not be taken as a representation

that such trends will be replicated in the future. No statement in this document is intended to be nor may be construed as a profit forecast.

ELECTRONIC DISTRIBUTION: This document may have been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic

transmission. You are responsible for protecting against viruses and other destructive items. Your receipt of this document by electronic transmission is at your own risk and it is your responsibility to take precautions to

ensure that it is free from viruses and other items of a destructive nature. As a consequence of the above, neither the Company nor any director, officer, employee or agent of any of them or any affiliate of any such person

accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version that is available to you.

2

CORPORATE HIGHLIGHTS

Propagation Business with ~$34m of Annual Revenue as of Q2 2020

Two Sequential Quarters of Positive Adjusted EBITDA

Low Cash Costs of Cultivation Given Scale ($0.70/g)1

111,200 kg of Licensed Cultivation Capacity

Across Three Facilities

Highly Recognizable Brands

Ongoing Shipments to Nine Provinces,

Three Territories, and Three International Destinations

Cannabis Shipments of >4,700 kg Through First Two Months

of Q3 2020, up 20% Over Q2 2020 Total Shipments

Note: 1) Page 13 of Zenabis Q2 2020 MD&A dated August 14, 2020.

3

COMPANY SNAPSHOT

Note: 1) FY means the fiscal year ended June 30 of Bevo Agro Inc.

Zenabis Global Inc. is a significant Canadian cultivator

of medical and adult-use recreational cannabis, and a

propagator and cultivator of floral and vegetable

products.

▪ Founded in 1985

▪ Wholly-owned subsidiary of Zenabis Global Inc.

▪ Successful 30+ year growing history in British Columbia,

Canada, specialized in the propagation of hundreds of unique

non-cannabis crops at an industrial scale

▪ ~$34m of annual revenue as of Q2 2020

▪ Over 2,000,000 sq ft. of operating space at three facilities:

Zenabis Pitt Meadows

Zenabis Aldergrove

Zenabis Langley

▪ Significant Canadian Licensed Producer with a licensed annual

production capacity of 111,200 kg

▪ Operates three state-of-the-art facilities dedicated to cannabis

cultivation and processing

Zenabis Atholville: One of the largest indoor facilities in

Canada with a licensed capacity of 46,300 kg

Zenabis Langley: Large scale closed greenhouse facility

with a licensed capacity of 64,100 kg

Zenabis Stellarton: Fulfillment, processing and cannabis

derivative products manufacturing centre

TSX: ZENA

Combined Adjusted EBITDA of ~$5.4m across both segments for the first two quarters of 2020

142

3

4

OUR FACILITIES

Notes: 1) The greenhouse to the right of the Zenabis Langley photo is not part of Zenabis Langley.

2. Zenabis Langley1

Langley, British Columbia

▪ 2,100,000 sq. ft. greenhouse

▪ Licensed capacity: 64,100 kg

▪ Licensed for cultivation and

processing

▪ Also used for propagation and

floral business

3. Zenabis StellartonStellarton, Nova Scotia

▪ 255,000 sq. ft. indoor facility

▪ Licensed capacity: 800 kg

▪ Licensed for cultivation and

processing.

▪ Received sales license in May

2020, which allows for the sale

of dried/fresh cannabis and

other 2.0 products to authorized

retailers


▪ Licensed capacity: 46,300 kg

▪ Licensed for cultivation,

processing, and sales

▪ EU GMP approval as of May 2020

1. Zenabis AtholvilleAtholville, New Brunswick


▪ Licensed for cultivation,

processing, and sales

▪ Currently for sale

4. Zenabis DeltaDelta, British Columbia

Zenabis' unique mix of facilities combines indoor and closed-greenhouse cultivation at scale with dedicated processing,

fulfilment, and value-add manufacturing centres

▪ 218,000 sq. ft. greenhouse

▪ Used for non-cannabis

propagation business

▪ Licensed for industrial hemp

cultivation

Zenabis Pitt MeadowsPitt Meadows, British Columbia

▪ 453,000 sq. ft. greenhouse

▪ Used for non-cannabis

propagation business

▪ Licensed for industrial hemp

cultivation

Zenabis AldergroveAldergrove, British Columbia

Zenabis

AtholvilleAtholville, NB

Zenabis

LangleyLangley, BC

Zenabis

StellartonStellarton, NS

Zenabis

DeltaDelta, BC

Zenabis Pitt

MeadowsPitt Meadows, BC

Zenabis

AldergroveAldergrove, BC

Parcel Size 871,000 sq. ft. 4,279,000 sq. ft. 547,000 sq. ft. 51,000 sq. ft. 871,000 sq. ft. 2,180,000 sq. ft.

Total Facility Space 380,000 sq. ft. 2,100,000 sq. ft.1 255,000 sq. ft. 25,000 sq. ft. 218,000 sq. ft. 453,000 sq. ft.

Current Licensed Capacity 46,300 kg 64,100 kg 800 kg N/A N/A N/A

Expected Capacity under

Existing Capital Program46,300 kg 64,100 kg 800 kg N/A N/A N/A

Design Capacity(if facilities fully built out and

converted as planned)

46,300 kg 96,100 kg 2 800 kg N/A N/A N/A

Extraction Design Capacity3

(if facilities fully built out and

converted as planned)

15,000 kg N/A N/A N/A N/A N/A

Cultivation Cost $0.70/gram4 TBD5 Not relevant N/A N/A N/A

Utilization

EU GMP

Cannabis

Cultivation7 +

Extraction

Cannabis

Cultivation7 +

Hemp +

Propagation

Cannabis

Cultivation7 +

Manufacturing8

Listed for SalePropagation +

Floral + Hemp

Propagation +

Floral + Hemp

Cultivation Format

5

PRODUCTION FOOTPRINT

G HIndoor Indoor Indoor

8.8m sq. ft.

(2.4m sq. ft. available for hemp

cultivation)

Total Available Land

0.7m / 2.8m / 3.5m sq. ft.

Total Max Development

Indoor / GH / Total Current Licensed Capacity:

111,200 kg

Total Potential: 143,200 kg

Capacity

Notes: 1) Includes facility space under glass only; excludes additional warehouse space. 450,000 sq. ft. of Bevo’s existing greenhouses is expected to be initially converted to cannabis production space. The remainder is expected to continue to be used for Bevo’s

propagation business, and may be converted into cannabis cultivation space on an as needed basis. 2) If all facilities are bu ilt out and converted as planned. Additional details on facility conversion, including additional assumptions are outlined in the Zenabis Global Inc. Final

Base Shelf Prospectus dated April 10, 2019 and filed on SEDAR. 3) Extraction estimates are annual, based on 20 days a month and based on kilograms of input material. 4) Year to date average cost per gram as of December 31, 2019. 5) Zenabis Langley is currently in

ramp-up phase of production and further license amendments from Health Canada are pending. 6) Estimated cost per gram. 7) Includes the packaging of cannabis product. 8) Manufacturing of value-add products.

G H Outdoor G H Outdoor

6

BRANDS

Existing Brands

Type: Medical brand

Sales Channels: Online / Pharmacy

Current Products: Dried cannabis, gel capsules, and oil sprays

Near-Term Products: Oils

Future Products: Food products,

hemp products

Type: Premium, craft recreational

brand

Sales Channels: Online and retail

Current Products: N/A

Near-Term Products: Dried cannabis

Type: Value recreational brand


Current Products: Pre-rolls, dried

cannabis, and 510 vape cartridges

Near-Term Products: Hash

Future Products: TBD

Type: Core recreational brand


Current Products: Dried cannabis,

pre-rolls, PAX vape cartrdiges, oil

sprays, and soft gels

Near-Term Products: Soft chews and

chocolates

7

CANNABIS 2.0 PORTFOLIO

Cannabis-infused Beverages1 ▪ Zenabis entered into a definitive agreement with HYTN Beverages Inc. to produce a line of cannabis-infused

beverages

▪ Initial products. 355 ml sparkling water with 10 mg ofTHC, with flavours to include Blood Orange, Lemongrass

Ginger, Rosewater Lemonade, and WatermelonMint

▪ Shipments expected to commence in Q4 2020

▪ Currently listed in nine Provinces and one Territory

PAX Vaporizing Cartridges ▪ Zenabis has five types of PAX Era Pods

▪ Zenabis is one of five Licensed Producers to launch PAX Era Pods (vaporizing cartridges) for PAX Labs Inc.’s high-

tech oil vaporizers

PAX Era Pods are dependable, leak-resistant and clog-free, and are designed for use in PAX Era vaporizer

devices

PAX Era Pods are currently listed in eight Provinces

Note: 1) Final products may differ.

2.0 Products

510 Vaporizing Cartridges ▪ In July 2020, Zenabis launched its new line of Re-Up 510-thread vaporizing cartridges

▪ Re-Up 510-thread cartridges are currently listed in five provinces, and listings are anticipated in three additional

provinces in September 2020

Soft Chews and Chocolates▪ Zenabis is currently preparing to launch two edible product lines: soft chews and chocolates

▪ Initial products will included three types of soft chews and two types of chocolates; these products have been listed in

various provinces

▪ Sale of soft chews and chocolates is expected to commence in early Q4 2020

8

PRODUCT PORTFOLIO

Current Products

Softgel CapsulesOils

Future Products for Near-Term Launch

Dried Flower

Tinctures and Sprays

Pre-Rolls

KombuchaEdibles Flavoured and Sparkling Water

PAX Vaporizing Cartridges

Soft Chews Hash

510 Vaporizing Cartridges

9

DOMESTIC PARTNERSHIPS AND DISTRIBUTION CHANNELS

Zenabis has developed a diverse set of partnerships and relationships with provinces1, distributors, pharmacies and First Nations.

Supply Arrangement

BC Liquor

Distribution

Branch

(“BCLDB”)

Supply Agreement

Alberta Gaming,

Liquor &

Cannabis

(“AGLC”)

Supply

Arrangement

Saskatchewan

Wholesale

Distributor

Supply

Arrangement

Manitoba Liquor

and Lotteries

(“MBLL”)

Supply agreement

primarily for oil

Supply agreement

for medical cannabis

products

Supply Arrangement

Yukon Liquor

Corporation

(“YLC”)

Supply Arrangement

Société

québécoise du

cannabis

(“SQDC”)

Supply Agreement

Alcohol New

Brunswick Liquor

(“ANBL”)Supply Arrangement

Nova Scotia Liquor

Corporation

(“NSLC”)

Supply Arrangement

PEI Cannabis

Management

Corporation

Investment

Investor

InvestorOpportunities NB Investor

Investor

Songhees First

Nation

Listuguj Mi’gmaq

Government

Millbrook First

Nation

Note: 1) Supply arrangements do not contain purchase commitments or otherwise obligate the purchaser to buy a minimum volume of products from Zenabis. 2) Zenabis is an approved wholesaler to Nunavut; however, Nunavut is

currently finalizing its retail licensing process and Zenabis expects to start selling to the province in October.

Ontario Cannabis

Retail Corporation

(“OCS”)

Supply

Agreement

Northwest

Territories Liquor

and Cannabis

Commission

(“NTLCC”)

Supply ArrangementExpect first

shipments

Oct 2020

Nunavut Liquor &

Cannabis

Commission

(“NULC”)2

Supply

Arrangement

10

GROWING INTERNATIONAL DISTRIBUTION

Germany

Zenabis, through ZenPharm (see

Malta) has entered into a binding

supply agreement to commence

shipments to Germany through Malta

in Q4 2020

Malta

Zenabis has received conditional

approval to develop a production and

processing facility in Malta, with

inspection scheduled for September

2020, through its joint venture

ZenPharm

Israel

Zenabis has two ongoing

arrangement with counterparties in

Israel, with anticipated combined

volume of greater than 1,000kg per

month on an ongoing basis, subject

to export permit receipt in any given

month

Australia

Zenabis has entered into a binding

three-year supply agreement with an

Australian pharmaceutical company

to provide medical cannabis for sale

in Australia

11

ZENPHARM

Atholville, New Brunswick, Canada Birzebbuga, Malta

Indoor Cultivation Facility Manufacturing Facility

Europe

Zenabis receiving its EU GMP approval

is a significant milestone as it will

enable the company to supply bulk

dried medicinal cannabis flower to the

European market through ZenPharm

Zenabis has obtained EU GMP approval from its Malta-based European partner, ZenPharm Limited. Through this joint venture, Zenabis can

now supply the European medical market. Zenabis anticipates that the ZenPharm facility in Malta will undergo its GMP and security

inspections in September 2020.

Extension and Partial Conversion of Secured

Convertible Notes

• Maturity extended from June 30th, 2020 to

March 31st, 2021

• Immediate conversion of 22.88% of the

outstanding notes at a price of $0.10232

• ~$2.6m reduction to the remaining principal

amount of the notes

Appointment of Permanent Chief Executive

Officer

• Announced appointment of Shai Altman as

permanent Chief Executive Officer,

effective September 1, 2020

• Mr. Altman has over 20 years of CPG

leadership experience and was previously

President of McCain Foods, Canada

Corporate Updates

• Shipped more than 4,700kg in the first quarter of Q3 2020, up 20% over the Q2 2020 total

• Entered a one-year supply agreement with Canveda to provide 300-1,000kg of cannabis flower per quarter

• August and September international shipments of GPP cannabis are expected to be greater than 1,000kg

subject to export permit receipt

• Completed first shipment of new Re-Up 510-thread vaporizer product line in July 2020

• Commenced first shipments of non-strain specific Re-Up Indica and Re-Up sativa 28g formats in July 2020

• Received sales license amendment receipt for the Stellarton facility, which allows for the sale of dried/fresh

cannabis and other 2.0 products to authorized retailers12

RECENT DEVELOPMENTS

Zenabis has significantly increased shipments domestically and internationally, diversified its product offerings, and delivered positive

Adjusted EBITDA throughout 2020.

EU GMP Approval and

Sales License Amendment

• Received EU GMP

approval for the Atholville

facility, with commercial

export to the EU

expected in Q3’20

Medicinal Cannabis to the

German Market

• Assigned a binding term

sheet with Farmako GmbH

to its subsidiary company,

ZenPharm

• Expected to supply a

minimum of 500 kg of EU

GMP compliant bulk

cannabis per year for a term

of three years

• Shipments to Farmako

expected to begin in Q3’20

Amendments to Senior Secured Debenture

• Principal amount increased from $50.0m to

$60.75m

• Maturity extended from June 30th, 2020 to

March 31st, 2025

Corporate Restructuring Initiatives

• Reduction of overall workforce by

22% and expected quarterly cash

cost savings of ~$2.0m

• Delta facility put up for sale

Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20

First Production Run for PAX Labs Inc.

• One of five exclusive LPs selected to

produce PAX Era pods

• Executed first production run of vape

cartridges, with initial provincial

shipment on Feb 5

Q1’20 Financial Results

• Net cannabis revenues of $12.6m

(+18.5% q-o-q)

• First EBITDA positive quarter;

Q1’20 adjusted EBITDA of $2.3m vs.

($10.4m) in the prev. quarter

Public Offering of Units

• Closed public offering of units

for total gross proceeds of

$23.6m at a price of $0.13/unit

• Proceeds were used for

repayment of debt, a senior debt

extension fee, and general

working capital

Q2’20 Financial Results

• Consolidated net revenue of

$27.4m (+37.7% q-o-q)

• Second EBITDA positive

quarter; Adjusted EBITDA of

$3.1m vs. $2.3m in the prev.

quarter

13

MANAGEMENT

Eric Rasmussen

Chief Financial Officer

Shai Altman

Chief Executive Officer

Leo Benne

Chief Growing Officer

▪ Over 20 years of leadership in the consumer

packaged goods industry, with 11 years of

focused experience in the Canadian market

▪ Formerly the President of McCain Foods,

Canada, where he led the business through a

significant turnaround that reversed a decade of

topline sales declines

▪ Prior to McCain Foods, was the President of

Wrigley Canada, where he led the business

through a growth phase that resulted in market

leadership

▪ Extensive senior management experience in

publicly-listed companies, both in North

America and Europe

▪ Strong corporate and operations finance,

internal audit, M&A, and strategic investment

experience over a 20-year leadership career

within Shawcor

▪ Strategic consultant for Canadian large- and

mid-size clients, advising on corporate strategic

and financial planning, post-merger integration

▪ Formerly Vice President and Director of Bevo

▪ Gained advanced knowledge of modern

horticultural methods at Rijks Middelbare

Tuinbouwschool in Holland

▪ Provided oversight and management at Bevo in

the propagation and floral business for nearly

30 years

▪ Experience in the application of computer

technology to the production of plants

Olen Vanderleeden

Senior Vice President, Commercial

▪ Leads all commercial activities at Zenabis

▪ 20 years of experience leading sales,

marketing, and operational functions

▪ Management, business development, and sales

background in multiple industries, including

technology, software and CPG

14

Daniel Burns

Chair

▪ A lawyer, accountant and

entrepreneur

▪ Experienced corporate director in the

financial services, insurance and

mining sectors

▪ Has served as chair of a number of

significant organizations in Canada

and the United States as well as

chaired the audit committees of

significant public and private

institutions

Andrew Grieve

Independent Director

▪ Departing as of 17 September 2020

Monty Sikka

Co-Founder and Director

▪ Co-founder of Zenabis

▪ As President of the Monark Group,

has grown the business into a multi-

million-dollar, multi-faceted

corporation

▪ Has extensive experience in e-

commerce, marketing and finance

sectors

Leo Benne

Chief Growing Officer and Director

▪ Formerly Vice President and Director

of Bevo

▪ Gained advanced knowledge of

modern horticultural methods at Rijks

Middelbare Tuinbouwschool in

Holland

▪ Provided oversight and management

at Bevo in the propagation and floral

business for nearly 30 years

▪ Experienced international finance

and M&A attorney who has held

senior positions at several prominent

international law firms

▪ As counsel at Skadden, represented

Fortune 500 companies, financial

institutions, and governments in

complex corporate finance and M&A

transactions totaling >$100bn in

value

Natascha Kiernan


BOARD OF DIRECTORS

▪ Currently the Vice President of

Finance for the Richberry Group of

Companies, part of the executive

management team that oversees

over 1,100 acres of Ocean Spray

cranberry bogs

▪ Previously, he oversaw a team of

lending professionals in Farm

Credit Canada and managed a

portfolio >$1bn

Vincent Quan


15

SELECTED FINANCIAL INFORMATION

Notes: 1) Debt is based on the amounts listed on slide 28. Cash balance of $6.7m as outlined in the Zenabis Global Inc. Financial Statements as at June 30, 2020. 2) Market capitalization and enterprise value are calculated on a fully-diluted, in-the-money

basis as of June 30, 2020 as calculated on slide 27. 3) For the three months ended June 30, 2020. 4) Includes a $10.7m loss on modification and extinguishment of debt that is non-cash. 5) Calculation of adjusted EBITDA is shown on slide 30. 6) Tangible

assets of $303.8m as of June 30, 2020. 7) As at June 30, 2020.

Selected Financial Metrics Q2 2020

Cash $6.7m1

Debt $123.8m1

Market Capitalization $68.1m2

Enterprise Value $185.2m2

Financial Results Q2 2020

Gross Revenue3 $30.3m

Net Revenue3 $27.4m

Net Loss3,4 ($15.8m)

Adjusted EBITDA5 $3.1m

Balance Sheet

Total Assets6 $303.8m

Total Non-Current Liabilities $107.2m

Property, Plant and Equipment $194.1m

Shares and Ownership Summary Q2 2020

Common Shares Outstanding 619,511,5167

Fully-Diluted Shares Outstanding 953,582,9337

16

POST-OFFERING CAPITAL STRUCTURE

Zenabis used the proceeds of the equity offering to pay down $16.9m in debt across multiple tranches. Through this

deleveraging, Zenabis reduced its financial risk by decreasing near-term debt repayments and reducing its total interest

expense. Zenabis’ post-offering capital structure is outlined below.

Notes: 1) The amendment fee on the secured debentures was re-allocated between tranches at the end of Q2 2020, resulting in an increase in principal outstanding on the secured debentures due in 2020 and a decrease in principal

outstanding on the secured debentures due in 2025 . 2) Zenabis’ market capitalization is calculated is as of August 14, as calculated on slide 27.

DebtPrincipal Outstanding at

June 10, 2020

Debt Paid Down

In Offering

Principal Outstanding at June

30, 2020Interest Rate

Bevo Term Debt

BMO Financing $44.6m - $43.3m Floating

Long-term Cannabis Debt (>2 years)

Secured Debentures $53.8m ($1.9m) $51.4m1 14.0%

RDC Mortgage $2.0m - $2.0m 6.0%

Near-term Debt (<2 years)

New Secured Debentures $7.0m - $7.5m1 14.0%

Unsecured Convertible Debentures $15.0m ($7.3m) $7.7m 6.0%

Secured Convertible Note $8.8m ($6.3m) $2.5m 11.0%

Unsecured Convertible Note $10.8m ($1.4m) $9.4m 6.0%

Total Near-Term Debt (<2 years) $41.6m ($15.0m) $27.1m

Total $141.9m ($16.9m) $123.8m

Market Capitalization1 $68.1m $68.1m

Debt to Market Capitalization 2.08x 1.82x

17

ONGOING CASH INTEREST PAYMENTS

The below table outlines Zenabis’ ongoing cash interest payments following the June 2020 debt prepayments.

Notes: 1) The debt related to the propagation business is floating at a rate of prime + 0.75%. The calculated quarterly interest payment assumes the prime rate is equal to 2.45% 2) ~$9.1m of cash-pay interest; remainder payment-in-

kind.

DebtPrincipal Outstanding at June 30,

2020Interest Rate Quarterly Interest Payment

Bevo Term Debt – Self Sustaining

BMO Financing $43.3m Floating $346k1

Cannabis Debt

Secured Debentures $51.4m 14.0% $1,800k

RDC Mortgage $2.0m 6.0% $30k

New Secured Debentures $7.5m 14.0% $261k

Unsecured Convertible Debentures $7.7m 6.0% $115k

Secured Convertible Note $2.5m 11.0% $68k

Unsecured Convertible Note2 $9.4m 6.0% $137k

Total (Cannabis Only) $27.1m $2.41m

Total $123.8m $2.76m

18

COMPARABLE PRODUCTION MULTIPLES – CANNABIS AND PROPAGATION1

Source: Capital IQ, press releases. Notes: 1) All financial metrics obtained as of August 14, 2020. Zenabis’ enterprise value is per the calculation on slide 27. 2) Enterprise value as of August 14, 2020. 3) Amount of cannabis produced on a dried flower equivalent basis as

disclosed in the most recent financial reports.

Current Licensed Annual Production Capacity

Last Three Months Production3

Quarter End Net Revenue

Metrics

Enterprise Value2 ($m)

Current Capacity (kg)

EV/Current Capacity ($m/tonne)

Metrics


Last Three Months Production (kg)

EV/Last Three Months Production

($m/tonne)

Metrics


Net Revenue ($m)

EV/Net Revenue ($m/$m)

1.7

-

20.0

40.0

CRON ACB VFF APHA TGOD VIVO OGI FIRE SNDL ZENA AH

1,109 1,947 465 1,626 181 80 416 182 185 185 186

40,150 150,000 37,500 255,000 32,000 14,500 89,000 50,000 60,000 111,200 128,500

27.6 13.0 12.4 6.4 5.6 5.5 4.7 3.6 3.1 1.7 1.4

WEED TLRY FLWR EMH OGI ACB APHA SNDL HEXO ZENA

7,974 1,628 95 57 416 1,947 1,626 185 419 185

22,990 6,781 490 422 6,830 36,207 52,243 6,012 19,130 12,640

346.8 240.1 193.1 134.4 60.8 53.8 31.1 30.8 21.9 14.7

14.7

-

100.0

200.0

300.0

400.0

CRON WEED TGOD ACB TLRY OGI HEXO FIRE APHA SNDL ZENA

1,109 7,974 181 1,947 1,628 416 419 182 1,626 185 185

13.5 110.4 4.422 75.5 63.1 18.0 22.1 9.7 152.2 20.2 27.4

82.3 72.2 40.9 25.8 25.8 23.1 19.0 18.7 10.7 9.2 6.8

6.8

-

50.0

100.0

19

COMPARABLE PRODUCTION MULTIPLES – CANNABIS ONLY1

Current Licensed Annual Production Capacity

Last Three Months Production3

Quarter End Net Revenue

Metrics


Current Capacity (kg)

EV/Current Capacity ($m/tonne)

Metrics


Last Three Months Production (kg)

EV/Last Three Months Production

($m/tonne)

Metrics


Net Revenue ($m)

EV/Net Revenue ($m/$m)

WEED TLRY FLWR EMH OGI ACB APHA SNDL HEXO ZENA

7,974 1,628 95 57 416 1,947 1,626 185 419 110

22,990 6,781 490 422 6,830 36,207 52,243 6,012 19,130 12,640

346.8 240.1 193.1 134.4 60.8 53.8 31.1 30.8 21.9 8.7

Source: Capital IQ, press releases. Notes: 1) All financial metrics obtained as of August 14, 2020. Zenabis’ enterprise value is per the calculation on slide 27 and excludes the enterprise value of the propagation segment, which management assumes to be $75m. 2)

Enterprise value as of August 14, 2020. 3) Amount of cannabis produced on a dried flower equivalent basis as disclosed in the most recent financial reports.4) For Zenabis, this is the net revenue of solely the cannabis segment.

CRON ACB VFF APHA TGOD VIVO OGI FIRE SNDL AH ZENA

1,109 1,947 465 1,626 181 80 416 182 185 186 110

40,150 150,000 37,500 255,000 32,000 14,500 89,000 50,000 60,000 128,500 111,200

27.6 13.0 12.4 6.4 5.6 5.5 4.7 3.6 3.1 1.4 1.0

1.0-

20.0

40.0

8.7-

100.0

200.0

300.0

400.0

CRON WEED TGOD ACB TLRY OGI HEXO FIRE APHA ZENA SNDL

1,109 7,974 181 1,947 1,628 416 419 182 1,626 110 185

13.5 110.4 4.422 75.5 63.1 18.021 22.1 9.7 152.2 11.8 20.2

82.3 72.2 40.9 25.8 25.8 23.1 19.0 18.7 10.7 9.3 9.2

9.3

-

50.0

100.0

Contact [email protected]

www.zenabis.com

TSX: ZENA

Appendix A – Facilities

22

ZENABIS ATHOLVILLE

Zenabis Atholville is Zenabis’ largest indoor facility. This facility is expected to produce 46,300kg of dried cannabis equivalent per year

operating at a steady state.

Facility Details Description

Location Atholville, New Brunswick

Type and Size 380k sq. ft. indoor cannabis

Status Fully operational

Remaining Conversion Cost Nil1

Design Capacity 46,300kg2

Extraction Design Capacity 15,000kg3

Current Licenses

Cultivation, processing, medical sales,

recreational sales, oil sales, domestic

and international bulk sales

Pending Licenses N/A

Capacity Milestones1▪ Current (full buildout) – 46,300kg

Summary

▪ One of the largest indoor growing facilities in Canada, Zenabis Atholville is

Zenabis’ flagship indoor facility

▪ Zenabis Atholville is currently operating at design capacity (46,300kg

capacity)

▪ Zenabis has worked closely with the Government of New Brunswick, which

invested $4.0m in Zenabis, to construct Zenabis Atholville

▪ Zenabis Atholville is a major employer in New Brunswick

‒ It currently employs approximately 362 workers

▪ In May 2020, Zenabis Atholville received its EU GMP approval

▪ Atholville’s current extraction machine has now reached steady-state

production and is processing approximately 1,000 kg of biomass per month.

Two additional extraction machines have been added to the facility

Notes: 1) Estimated expenditures as of December 31, 2019. 2) Subsequent to the upward revision by 35% from the 34,300kg design capacity originally disclosed as outlined in the Zenabis press release dated August 14, 2019. 3) Extraction estimates

are annual, based on 20 days a month and based on kilograms of input material.

23

ZENABIS LANGLEY

Zenabis Langley is one of the largest greenhouses in Canada with advanced propagation technology. The facility is expected to produce

96,100kg1 of dried cannabis equivalent per year upon full buildout and operates at a steady state.


Location Langley, British Columbia

Type and Size 2.1m sq. ft.2 greenhouse cannabis

StatusPartially operational/conversion ongoing

(for the first 10 acres)

Remaining Conversion Cost $Nil (for current market demand)3

Design Capacity 96,100kg1

Extraction Design Capacity N/A

Current LicensesCultivation, processing, domestic bulk

sales


Capacity Milestones▪ Currently Licensed – 64,100kg4

▪ Full buildout – 96,100kg1

Summary

▪ Initial cannabis conversion activities have commenced for the first 10 acres

of greenhouse and is expected to be complete in 2020

‒ Construction and licensing of Part 1 and Part 2A and the first portion of

2B have been completed (64,100kg capacity), and construction of

rooms in Part 2B is substantially complete

▪ Zenabis Langley’s cannabis conversion is based on a closed greenhouse

design, where standard greenhouse venting does not occur

‒ Zenabis believes this will produce a higher quality, more consistent

crop; mitigate the impact on the surrounding community; and better

control pests and contaminants from entering the greenhouse

▪ The remaining 38 acres at Zenabis Langley may be converted to cannabis

cultivation on an as needed basis

‒ This portion of greenhouse will continue to be used for Zenabis’

propagation business until conversion commences

Notes: 1) The design capacity of the 450,000 sq. ft. to be initially converted is 96,100kg per annum. Additional details on facilityconversion, including additional assumptions are outlined in the Zenabis Global Inc. Final Base Shelf Prospectus dated April

10, 2019 and filed on SEDAR. 2) 450,000 sq. ft. of Bevo’s existing greenhouses is expected to be initially converted to cannabis production space. The remainder is expected to continue to be used for Bevo’s propagation business, and may be converted

into cannabis cultivation space on an as needed basis. 3) Estimated expenditures as of September 30, 2019. 4) Actual Capacity versus design capacity or licensed capacity will be assessed following upcoming harvests. Due to seasonality, actual capacity

versus design capacity may differ. November harvest indicated significantly lower actual capacity.

24

ZENABIS STELLARTON

Zenabis Stellarton is a licensed indoor facility located in Stellarton, Nova Scotia. The facility is intended to be utilized primarily as a

processing, packaging and fulfillment centre as well as a manufacturing facility for value-add products.


Location Stellarton, Nova Scotia

Type and Size 255k sq. ft. indoor cannabis

Status Partially operational

Remaining Conversion Cost N/A

Design Capacity 800kg1


Current Licenses

Cultivation, processing, medical sales,

recreational sales, oil sales, domestic

bulk sales


Capacity Milestones1▪ Current – 800kg

Summary

▪ Zenabis Stellarton is Zenabis’ second largest indoor facility situated on a

547,000 sq. ft. parcel of land

▪ The first phase of construction at Zenabis Stellarton is complete and the

initial operational area was licensed in early March 2019

▪ The addition of sales activities to Stellarton’s license, which already

included cultivation and processing activities, will enable the Company to

now execute its strategy to optimize operations and improve service to our

provincial and territorial retail customers by making Zenabis Stellarton our

center of excellence for 2.0 products, Namaste and Re-Up pre-rolls and

retail and medical order fulfilment.

Note: 1) If all facilities are fully built out and converted as planned as outlined in the Zenabis MD&A for the three months ended September 30, 2019. Additional details on facility conversion, including additional assumptions are outlined in the Zenabis

Global Inc. Final Base Shelf Prospectus dated April 10, 2019 and filed on SEDAR.

25

ZENABIS DELTA

Zenabis Delta is an indoor facility located in the Greater Vancouver Area. This facility is currently in the process of being sold.


Location Delta, British Columbia

Type and Size 25k sq. ft. Indoor cannabis

Status Listed for sale

Remaining Conversion Cost N/A

Design Capacity N/A


Current LicensesCultivation, processing, medical sales,

recreational sales

Pending Licenses Analytical testing

Summary

▪ Zenabis is currently in the process of selling its Delta facility

▪ The facility has a limited licensed capacity of 100 kilograms that was

deemed non-core

▪ Zenabis recently relocated two additional extraction machines from Zenabis

Delta to Zenabis Atholville

Appendix B – Financial Information

27

CAPITALIZATION

The following outlines the capitalization of Zenabis.

Fully Diluted Shares Outstanding1 Value

Basic Shares Outstanding 619,511,526

Plus: Deferred Stock Units 2,725,000

Plus: Restricted Stock Units 750,000

Plus: Options 11,637,,450

Plus: Warrants 305,441,360

Plus: Conversion Options at $1.17 2,104,966



Plus: Conversion Options at 5-day volume weighted

trading price3,755,880

Equals: Fully-Diluted Shares Outstanding 953,582,933

Capitalization Enterprise Value

Enterprise Value Calculation Value

Basic Shares Outstanding 619,511,526

Plus: ITM Options1 Nil

Plus: ITM Conversion Shares1 Nil

Equals: Fully-Diluted, ITM Shares Outstanding 619,511,526

Times: Zenabis Share Price2 $0.11

Equals: Fully-Diluted Market Capitalization $68.1m

Add: Debt3 $123.8m

Less: Cash4 ($6.7m)

Equals: Enterprise Value $185.2m

Notes: 1) As of June 30, 2020. 2) As of market close August 14, 2020. 3) Debt includes all non-convertible financing and out-of-the-money convertible financing based on the amounts listed on slide 28. 4) Cash balance of $6.7m as outlined in the Zenabis

Global Inc. Financial Statements as at June 30, 2020. The negative value indicates a subtracted value, rather than a negative cash balance.

28

DEBT OUTSTANDING

Facility Principal Amount

June 30, 2020Description

Unsecured Convertible

Debentures$7.7m

▪ Unsecured convertible debentures with interest rate of 6.0%

▪ Convertible into Zenabis shares at $2.6087 per share

▪ 825,000 warrants with exercise price of $2.68

▪ Matures on September 27, 2021

BMO Financing $43.3m

▪ $46.7m term credit facility, with interest payable quarterly at a rate of prime + applicable margin

based on grid pricing;

▪ Matures on January 21, 2022

RDC Mortgage $2.0m▪ $2.0m mortgage on Zenabis Atholville with interest rate of 6.0%

▪ Matures on August 31, 2027

Secured Debentures $51.4m

▪ Senior secured financing with interest at a rate 14.0%

▪ 2,593,283 warrants have been issued at an exercise price of $4.02 upon $20.8m being drawn

(50% warrant coverage)

▪ 6,009,615 warrants have been issued at an exercise price of $2.08 upon the amendment and

extension of the facility (50% warrant coverage)

▪ 902,514 warrants were issued at an exercise price of $1.39 upon the amendment and advance of

the second $25.0m tranche (5% warrant coverage)

▪ 71,255,522 warrants were issued at an exercise price of $0.07017 upon the extension (10%

warrant coverage)

▪ Matures on March 31, 2025

New Secured Debentures $7.5m▪ Senior secured financing with interest at a rate 14.0%

▪ Matures on December 31, 2020

Secured Convertible Note $2.5m

▪ Subordinated financing with interest rate of 11.0%

▪ The remaining outstanding principal amount may be converted into Zenabis common shares at

$1.17 per share (7,490,798 additional Zenabis shares)

▪ 20,129,338 warrants were issued at an exercise price of $0.20 upon the conversion on January 16

▪ 1,373,712 warrants have been issued at an exercise price of $1.82 upon the extension and

subordination of the notes

▪ Matures on March 31, 2021

Unsecured Convertible

Note$9.4m

▪ Subordinated financing with interest rate of 6.0%

▪ May be converted into Zenabis common shares at ~$1.9067 per share (6,248,203 additional

Zenabis shares)

▪ $9.1m matures on October 17, 2020, with the remainder maturing in June 2022

Total $123.8m

Debt Summary

Appendix C – Other Information

Adjusted EBITDA Calculation Q2 20201 Q1 20202 Q4 20193 Q3 20194

Net Loss (15,781,932) (7,702,835) (98,714,311) (5,831,279)

Plus: Realized Fair Value Amounts Included in Inventory Sold 19,252,057 12,923,860 18,014,038 6,760,956

Less: Unrealized Gain on Changes in Fair Value of Biological Assets (24,222,690) (19,219,636) (21,432,091) (19,712,364)

Plus: Depreciation and Amortization 1,490,680 2,050,093 2,090,304 2,726,639

Plus: Restructuring Cost 483,890 1,058,452 Nil Nil

Plus: Impairment of Inventory 508,759 Nil 874,734 Nil

Plus: Impairment of Property, Plant and Equipment Nil Nil 27,841,265 Nil

Plus: Impairment of Intangible Assets and Goodwill Nil Nil 61,480,249 Nil

Plus: Share-Based Compensation 1,012,898 341,858 5,995,345 2,004,544

Plus: Loss on Revaluation of Embedded Derivative Asset 94,256 Nil Nil Nil

Plus (Less): Loss (Gain) on Revaluation of Embedded Derivative Liability Nil Nil (22,993) (497,789)

Plus: Interest Expense 8,009,676 6,306,284 (335,248) 4,689,124

Plus: Other Expense 167,745 298,907 122,880 (61,994)

Plus (Less): Loss (Gain) on Sale of Assets (482,067) (9,185) (55,417) 21,675

Plus (Less): Finance and Investment Expense (Income) (7,095) (6,544) 316,621 173,986

Plus : Loss due to Event 20,167 25,567 982,560 1,186,692

Less: Insurance Proceeds (25,000) Nil (520,526) (492,995)

Plus: Loss on Deconsolidation of Subsidiary Nil 668,562 Nil Nil

Less: Government Subsidies (3,319,621) (713,373) Nil Nil

Plus: Loss on Early Conversion of Debt 4,331,680 5,624,803 Nil Nil

Plus (Less): Income Tax Expense (Recovery) 1,102,590 654,987 (126,856) 342,758

Plus: Loss on Modification and Extinguishment of Debt 10,653,156 Nil Nil Nil

Plus (Less): Deferred Income Tax Expense (Recovery) (214,083) 42,155 (6,944,120) (511,145)

Equals: Adjusted EBITDA 3,075,066 2,343,955 (10,433,566) (9,201,192)

30

ADJUSTED EBITDA CALCULATION

The following outlines the calculation to arrive at adjusted EBITDA.

▪ Management believes adjusted EBITDA is a useful metric to assess the company’s operating performance before the impact of non-cash items and acquisition related activities.

Notes: 1) For the three months ended June 30, 2020 2) For the three months ended March 31, 2020 3) For the three months ended December 31, 2019 2) For the three months ended September 30, 2019. 4) For the three months ended June 30, 2019.

corporate presentation...corporate presentation august 30, 2020 tsx: zena. 1 disclaimers ......

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