MMJ : Investment Portfolio Report as at 30 November 2021

For personal use only

MMJ Group Holdings Limited

Suite 5706, Level 57, MLC Centre

19-29 Martin Place

Sydney NSW Australia 2000

www.mmjgh.com.au

[e-mail]

ASX RELEASE

13 December 2021

MMJ Investment Portfolio Report as at 30 November 2021

MMJ Group Holdings Limited (ASX: MMJ) ("MMJ") is an Australian-listedspecialist investment company which concentrates on producing capital growth for shareholders over the medium to long term from investments in listed and unlisted equities and other financial assets.

MMJ Investment Portfolio Report as at 30 November 2021

MMJ is pleased to provide the MMJ Investment Portfolio Report as at 30 November 2021 which includes the disclosure pursuant to Listing Rule 4.12.

- - - - - - - - - -

Investor and Media Enquiries

Announcement authorised for release to ASX by:

Jim Hallam

Chief Financial Officer and Company Secretary

E: [e-mail]

For personal use only

About MMJ

MMJ Group Holdings Limited (ASX:MMJ) ("MMJ") (ABN 91 601 236 417 is an Australian-listed specialist investment company which concentrates on producing capital growth for shareholders over the medium to long term from investments in listed and unlisted equities and other financial assets.

Important Notice

This announcement contains reference to certain intentions, expectations, future plans, strategy and prospects of MMJ. Those intentions, expectations, future plans, strategy and prospects may or may not be achieved. They are based on certain assumptions, which may not be met or on which views may differ and may be affected by known and unknown risks. The performance and operations of MMJ may be influenced by a number of factors, many of which are outside the control of MMJ. No representation or warranty, express or implied, is made by MMJ, or any of its directors, officers, employees, advisers or agents that any intentions, expectations or plans will be achieved either totally or partially or that any particular rate of return will be achieved. Given the risks and uncertainties that may cause MMJ's actual future results, performance or achievements to be materially different from those expected, planned or intended, recipients should not place undue reliance on these intentions, expectations, future plans, strategy and prospects. MMJ does not warrant or represent that the actual results, performance or achievements will be as expected, planned or intended. Nothing in this material should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities. It does not include all available information and should not be used in isolation as a basis to invest in MMJ. This document does not constitute any part of any offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of any "US person" as defined in Regulation S under the US Securities Act of 1993 ("Securities Act"). MMJ's shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US person without being so registered or pursuant to an exemption from registration including an exemption for qualified institutional buyers.

MMJ Group Holdings Limited

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only Investment Portfolio Report

use30 November 2021

personalForImportant Notice

This announcement contains reference to certain intentions, expectations, future plans, strategy and prospects of MMJ. Those intentions, expectations, future plans, strategy and prospects may or may not be achieved. They are based on certain assumptions, which may not be met or on which views may differ and may be affected by known and unknown risks. The performance and operations of MMJ may be influenced by a number of factors, many of which are outside the control of MMJ. All information is unaudited unless stated otherwise. No representation or warranty, express or implied, is made by MMJ, or any of its directors, officers, employees, advisers or agents that any intentions, expectations or plans will be achieved either totally or partially or that any particular rate of return will be achieved. Given the risks and uncertainties that may cause MMJ's actual future results, performance or achievements to be materially different from those expected, planned or intended, recipients should not place undue reliance on these intentions, expectations, future plans, strategy and prospects. MMJ does not warrant or represent that the actual results, performance or achievements will be as expected, planned or intended. Nothing in this material should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities. It does not include all available information and should not be used in isolation as a basis to invest in MMJ. This document does not constitute any part of any offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of any "US person" as defined in Regulation S under the US Securities Act of 1993 ("Securities Act"). MMJ's shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US person without being so registered or pursuant to an exemption from registration including an exemption for qualified institutional buyers. The investment returns shown are historical and no warranty can be given for future performance. Historical performance is not a reliable indicator of future performance. Due to the volatility in a Company's underlying assets and other risk factors associated with investing, investment returns can be negative, particularly in the short-term.

E:[e-mail]

W: mmjgh.com.au

General Investor Queries

Automic Registry Services P: 1300 288 664

W:automic.com.au

Share Registry

onlyMMJ Group Holdings Limited (ASX: MMJ) is an Australian- listed, specialist investment company that has traded on the ASX since 2015. Investors in MMJ gain exposure to a portfolio which concentrates on producing capital growth for shareholders over the medium to long term from investments

About MMJ

usein listed and unlisted equities and other financial assets.

Investments are managed by Parallax Ventures Inc., a

pecialist management company in Canada, under a long-

term strategic partnership.

Since 2015, MMJ has created a significant number of investment opportunities from its connections in Canada and Australia in the private investment sector and realised exits to

	the benefit of MMJ and its shareholders:
22		10		4	10
personalFor	Primary		Follow on		Private	Sale of
Acquisitions	investments1	to public	investments
MMJ Investment Performance23
MMJ Historical Performance - period ended				30-Nov-21
	1 month 3 months	Financial year to	12 months	Since
		date	inception
Pre tax return	5%	(3)%		(7)%	4%		(14)%
Benchmark	(10)%	(27)%		(41)%	(23)%		(23)%
Out/(under)	14%	24%		34%	28%		9%
performance

For MMJ's latest investor presentations and news, please visit www.mmjgh.com.au

Investment Portfolio Report

MMJ Group Holdings Limited (ASX: MMJ) | ABN 91 601 236 417

Performance Update

Net Tangible Asset Value Per Share Before Tax4 as at 30 November 2021

$0.1759

Net Asset Value as at 30 November 2021

$37m

Investment Return for 12 months ended 30 November 2021

4% p.a.

Key Metrics as at	30-Nov-21	AUD
Net Asset Value	m	37
Investee Porfolio (ex cash)	m	36
Cash	m	4
Net Tangible Asset per share -		0.1759
pre-tax (issued pursuant to LR 4.12)
Net Tangible Asset per share -		0.1619
post tax (issued pursuant to LR 4.12)
Net Asset Value per share		0.1623
MMJ share price (ASX)		0.066
Market capitalisation	m	15
Number of investments (ex cash)		10
		Listed
ASX Investment Type		Investment
		Company
Initial Public Offering Date (inception date)		22-Jan-15
No. of ordinary shares on issue	m	230

MMJ shareholder communications

Webinars and copies of announcements related to MMJ's operations may be found on the MMJ website: www.mmjgh.com.au.

MMJ held a live audio webinar of the Investor Conference Call on 17 November 2021. In the webinar, Michael Curtis, MMJ Non-Executive Director and Managing Partner of Parallax Ventures Inc, the asset manager of MMJ's investments, gave an update on MMJ's major investments.

1. Includes investments in existing investees.
2. Inception is 30 June 2018 being the date when MMJ commenced accounting for investments as an investment entity.
3. MMJ uses the Alternative Harvest ETF (ticker symbol MJ) as its investment benchmark for the MMJ portfolio as it is a highly liquid portfolio trading in the

North American market (where most of MMJ's holdings are based). MJ is listed on the New York Stock Exchange.

4.Net Tangible Asset Value per share - unaudited, before tax on unrealised gains on investment portfolio. The financial information within this report is unaudited.

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For personal use only

Investment Portfolio Report

MMJ Group Holdings Limited (ASX: MMJ) | ABN 91 601 236 417

MMJ NEWS

Performance of MMJ Portfolio as at 30 November 2021

During the five months ended 30 November 2021, MMJ's Net Asset Value (before provision for deferred tax) decreased by 7%. This was a significantly favourable performance compared to our benchmark, which declined 41% over the same period reflecting in large part a decline of similar magnitude in the listed Canadian cannabis sector. Performance for the 12 months to 30 November 2021 was a gain of 4% compared to the benchmark loss of 23%.

The material underperformance of the cannabis equity market in Canada and Australia (which represents 77% of MMJ's portfolio) since 30 June 2021 has underscored MMJ's decision in 2020 to broaden its investment portfolio beyond cannabis and the request for MMJ Shareholders at its 2021 AGM to remove the cap on non-cannabis investments. The cannabis sector as a whole has been unable to deliver the returns expected when the recreational sector was legalised in Canada in 2018 with the incidence of production overcapacity and greater competition. The performance of a number of MMJ's cannabis investments have been materially adversely affected by the decline in the listed cannabis valuations - fortunately MMJ's largest cannabis investment (34% of the portfolio), Weed Me, has generated sufficient sales growth to more than offset the decline in market valuation multiples and MMJ remains optimistic for future capital growth from its investment.

Unfortunately the listed Canadian cannabis index has declined 45% since 30 June 2021 which has adversely impacted on MMJ's listed cannabis securities whilst confirming MMJ's decision to focus on a broader range of investment sectors outside cannabis. Against this backdrop MMJ has sought Shareholder approval at the forthcoming MMJ Annual General Meeting (AGM) to remove the cap of 25% of non-cannabis investments to allow MMJ to make investments in private (typically pre-IPO) and public companies where the MMJ Board perceives there to be materially more capital growth potential.

MMJ has funds available to deploy in new investments and will also seek to realise existing investments to recycle capital into opportunities which MMJ considers have greater potential for capital growth. MMJ's flexibility in exiting some of its investments remains restricted given the escrow arrangements (Embark Health/BevCanna and Vintage Wines Estates) or where MMJ is intending to hold the investment to maturity to realise value (Entourage) which will unwind during 2022.

Proposal to Broaden MMJ's Investment Mandate

MMJ announced that its 2021 AGM would be held as a virtual meeting on 17 December 2021. The AGM will include two items of Special Business.

1. Broadening MMJ's Investment Mandate

MMJ is proposing, subject to Shareholder approval at the AGM, to broaden its existing investment mandate. If approved, the current restriction that limits MMJ's investments in non-cannabis assets to 25% of its total assets would be removed. MMJ believes that there are opportunities to enhance the returns to Shareholders by further diversifying its investment portfolio to include strategic investments in sectors outside of Cannabis (Diversification). MMJ has already made significant steps over the past twelve months to diversify the portfolio through investments in the consumer branded products and healthcare sectors.

The proposed Diversification will allow MMJ to:

1. expand its existing investment portfolio and invest in other industries with a view to delivering capital growth over the medium to long term; and
2. create greater opportunities for Shareholders to benefit from the growth of a diversified group of investments, in addition to MMJ's existing investments.

The proposed Diversification is an internal process, which will broaden MMJ's existing investment strategy with Parallax Ventures Inc. continuing to be the Investment Manager of MMJ's investments.

1. Change in MMJ Name

MMJ is proposing, subject to Shareholder approval at the AGM, to change its name to "Hygrovest Limited".

The Board proposes the change of name on the basis that it believes the proposed name more accurately reflects the future operations of MMJ in line with the proposed broadening of MMJ's investment mandate to focus on producing capital growth for Shareholders over the medium to long term from investments in listed and unlisted equities and other financial assets from a broad range of investment sectors.

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