Caution Concerning Forward-Looking Statements

This presentation contains forward-looking information and statements (together, "forward-looking information") under applicable Canadian and U.S. securities laws which are based on current expectations. Forward-looking information is provided for the purpose of presenting information about TILT management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may include, without limitation, the expectations with respect to growth, profitability and cash flow, the approval and timing of federal rescheduling or adult-use conversion by certain states in which TILT operates or plans to operate, expectations relating to the Agreements and associated documents, including each of Jupiter, TILT and Smoore's obligations thereunder, Smoore's ability to sell and ship CCELL vape hardware in accordance with the Agreements, the ability for the sale and shipping obligations under the Agreements to be completed without delay or interruption, TILT's ability to reduce the outstanding balance or otherwise make payments in accordance with the

Agreements, the expected performance of TILT's businesses, the expected level of Jupiter revenue and customer demand, expectations relating to partnership and location expansions in the plant-touching business, the ability to reduce debt and increase TILT's cash reserves, the ability to maintain alignment with TILT's debt and equity holders, TILT's expectation to enter into a forbearance agreement with existing noteholders and timing to provide details, the expected performance of the collaboration between TILT and its brand partners, the expected number of brand partner product offerings, anticipated development, timing and release of future product offerings, , the ability to optimize operations, the opinions or beliefs of management, prospects, opportunities, priorities, targets, goals, ongoing objectives, milestones, strategies, and outlook of TILT and Jupiter, and includes statements about, among other things, future developments, the future operations, strengths and strategy of TILT. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "seeks", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". These statements should not be read as guarantees of future performance or results. These statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including TILT's experience and perceptions of historical trends, the ability of TILT to maximize shareholder value, current conditions and expected future developments, as well as otherfactors that are believed to be reasonable in the circumstances.

Although such statements are based on management's reasonable assumptions at the date such statements are made, there can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on the forward-looking information. TILT assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

By its nature, forward-looking information is subject to risks and uncertainties, and there are a variety of risk factors, many of which are beyond the control of TILT, and that may cause actual outcomes to differ materially from those discussed in the forward-looking statements. Such risk factors include, but are not limited to, the inability or failure of the federal government to reschedule cannabis as Schedule III and the state regulators to implement adult-use conversions by certain states in which TILT operates or plans to operate, TILT's ability to continue as a going concern, TILT's ability to operate its business without encountering any unforeseen delays and interruptions, unexpected geological or other effects, including failures to ship or shipping delays, weather conditions, shipping transportation, equipment failures, permitting delays or labor or contract disputes, TILT's reliance on third-party suppliers to provide a sufficient supply of key materials necessary to satisfy customer demand for its products,

TILT's ability to enter into a forbearance agreement with its existing noteholders on acceptable terms or at all and achieve compliance with its debt covenants, TILT's ability to generate sufficient liquidity, TILT's ability to execute on its cost saving measures and initiatives, and those risks described under the heading "Item 1A. Risk Factors" in the Annual Report on Form 10-K for the year ended December 31,

  • 2022, "Item 1A. Risk Factors" in the Quarterly Reports on Form 10-Q for the quarters ended March 31,

  • 2023, June 30, 2023 and September 30, 2023, and other subsequent reports filed by TILT with the

United States Securities and Exchange Commission atwww.sec.govand on SEDAR+ atwww.sedarplus.ca.

Non-IFRS Financial and Performance MeasuresEBITDA, Adjusted Gross Margin and Adjusted EBITDA

In addition to providing financial measurements based on GAAP, the Company provides additional financial metrics that are not prepared in accordance with GAAP. Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate the Company's financial performance. These non-GAAP financial measures are Adjusted Gross Margin, Adjusted Net Income (Loss), EBITDA and Adjusted EBITDA. Management believes that these non-GAAP financial measures reflect the Company's ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparing financial results across accounting periods and to those of peer companies. Management also believes that these non-

GAAP financial measures enable investors to evaluate the Company's operating results and future prospects in the same manner as management. These non-GAAP financial measures may also exclude expenses and gains that may be unusual in nature, infrequent or not reflective of the Company's ongoing operating results.

As there are no standardized methods of calculating these non-GAAP measures, the

Company's methods may differ from those used by others, and accordingly, the use of these measures may not be directly comparable to similarly titled measures used by others.

Accordingly, these non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income (Loss), EBITDA and Adjusted EBITDA are financial measures that are not defined under GAAP. The Company uses these non-GAAP financial measures, and believes they enhance an investor's understanding of the Company's financial and operating performance from period to period, because they exclude certain material non-cash items and certain other adjustments management believes are not reflective of the

Company's ongoing operations and performance. The Company calculates

Adjusted Gross Profit as Gross Profit plus non-cash inventory adjustments. The Company calculates Adjusted Gross Margin as Adjusted Gross Profit divided by revenue. Adjusted Net Income (Loss) is calculated as Net Income (Loss), plus (minus) non-cash impairment charges. EBITDA is calculated as EBITDA net income (loss), plus (minus) income taxes (recovery), plus (minus) finance expense (income), plus depreciation and amortization expense. Adjusted EBITDA is EBITDA excluding certain one-time, non-cash or non-operating expenses, as determined by management, including stock compensation expense, debt issuance costs and severance.

Our Mission

TILT provides innovative, unique, and cost-effective business solutions to its customers across the cannabis industry value chain. The Company's core mission is to help its customers build brands by offering unique products, solutions, and services that deliver added value to consumers, multi-state operators, and cannabis brands

licensed around the globe.

Headquarters in AZ

Trades on the Cboe exchange, and OTCQB in US

~350 employees

3 states operational (cannabis) - MA, PA, OH Vape sales in 15 countries and 40 states

1,000+ customers

#1 seller of CCELLTM vape technology

>300 dispensaries carrying our branded products

Inhalation

40 States1, 15 CountriesR&D Labs

3 States: MA, PA, OH

Cultivation & Production 128,500 sq ft

B2B Strategy: Bringing west coast brands east

Plant Touching

Inhalation Hardware

Plant touching operations and Inhalation Hardware

Driving Growth in Our Plant-Touching Markets

* Source: Company, State website data & BDSA

Massachusetts

MA retail has been challenged by new store openings (up 35% in 2023), however new stores present a compelling wholesale opportunity for our brand partners

Ohio

Significantly outperformed the market, with medical sales for the state up only 1% while TILT grew revenue by nearly 150%

Despite the macroenvironment that we can't control . . . we've made positive movement where we can control

Our refined brand partner strategy is taking shape

  • Over $21M in brand partner revenue in 2023

  • 1 new brand signed in 2023; 1 new brand signed year to date in 2024

  • Over 170 total brand partner SKUs currently active across all markets

    Brands contributing to stabilize in an otherwise challenging market backdrop

  • Brands have grown from approx. 15% to 60% of wholesale revenue over the past two years

Current Brand PartnersComing Soon - 2024

  • Jupiter's distinct capabilities help leading inhalation brands expand into new markets through TILT's plant-touching footprint

  • Contract manufacturing and distribution network provides brands with efficient access to limited license East Coast markets

  • Cultivation assets provide access to biomass in supply-constrained markets

  • Flywheel between hardware and plant-touching businesses increases TILT's value to partners

  • Wholesale penetration in MA, PA and OH leading with brand partner products

  • Innovative custom hardware / packaging solutions allows differentiation of products

10

1 Based on BDS, state data, and Company estimates.

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Disclaimer

TILT Holdings Inc. published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 21:42:19 UTC.