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CLS Holdings USA, Inc.Investor Presentation

December 2017OTCQB: CLSH

2Disclaimer

This presentation contains "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 that are based on current expectations, estimates, forecasts and assumptions and are subject to risks and uncertainties.

Words such as "anticipate," "assume," "believe," "estimate," "expect," "goal," "intend," "plan," "project," "seek," "target," and variations of such words and similar expressions are intended to identify forward-looking statements.

Such forward-looking statements are subject to certain risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed by the forward-looking statements, including, but not limited to, the following: general economic, industry and market sector conditions; the

Company's future growth and the ability to obtain additional financing to implement the Company's growth strategy; the ability to anticipate and respond to industry trends and preferences; intense competition.

In evaluating these statements, you should carefully consider these risks and uncertainties and those described under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in the Company's most recent Annual Report on Form 10-K

and Quarterly Reports on Form 10-Q, including but not limited to the discussion under “Risk Factors” therein, which the Company has filed with the SEC and which may be viewed at http://www.sec.gov.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement was made, except to the extent required by applicable

securities laws. The professionals listed under the heading “Corporate Information” are identified solely for informational purposes. Such professionals have not reviewed or assisted in the preparation of this presentation and the inclusion of their contact information should not be construed as an endorsement or

approval of the information contained herein.

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Acquisition Strategy of Vertically Integrated Cannabis Licenses for Dispensary, Cultivation & Production1WHAT

IS CLS

HOLDINGS?

A Proven /Validated Proprietary Technology & Method for Extraction & Conversion of Cannabinoids from a Plant 2

3 Resulting in Increased Output from the Plant and Higher Revenue for Growers

4 Increased Yield, Higher Quality, More Consistency

Penetrating the $6B Market & Seeking to Grow Market Share 5Source: Data from ArcView Market Research

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Proven/Validated Extraction & Conversion of Cannabinoids from a Plant

Proprietary Technology & Methods

Highlights

Increased Yield, Higher Quality & More Consistency

Game Changer to the Market by Increasing Plant Output & Revenue for the Growers

Developments

Vertically Integrated Cannabis Licenses

Nevada – Las Vegas Oasis Cannabis

Invested By Management and Insiders

$5M

Held By Management and Insiders

72%

5Market Opportunity

29 States Legalized For Medical

7 States Legalized For Recreational

$6.7$8.1

$11.2

$14.6

$18.0

$0.0$2.0$4.0$6.0$8.0

$10.0$12.0$14.0$16.0$18.0$20.0

2016 2017 2018 2019 2020

Past and Projected North American Legal Cannabis Spending (Billions $)

State-By State Legalization Reform Is Sweeping The United States

Expectations of Additional States to be Legalized for Recreational in 2017/2018

Source: Data from ArcView Market Research

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$50.0$100.0

$150.0

$350.0

$500.0

$650.0

$0.0

$100.0

$200.0

$300.0

$400.0

$500.0

$600.0

$700.0

2015 2016 2017 2018 2019 2020

NevadaPast and Projected Nevada Legal Sales of

Cannabis (Millions $)

Only 45 dispensary licenses issued in the greater Las Vegas area

35 additional dispensary licenses available January 2018; no more allowed until July 2019 at the earliest (per statute)

Expanding medical market

Recently passed adult use market, which went into effect July 1, 2017

Key Points

Source: Data from ArcView Market Research

7The Opportunity

Consolidation of CLS Holdings, Inc., a high quality public cannabis company with Oasis Cannabis, one of the top cannabis licensees in the rapidly expanding Nevada market

Two companies will create a powerhouse publicly traded vertically integrated producer and retailer that should allow for added value for shareholders

Nevada cannabis market is one of the fastest growing in the US with a projected 600% growth rate from 2017 to 2020

$20 million projected revenue after first phase of grow and build out of processing facility are completed with profitability expected over next 18 months on an annualized basis with strong exponential growth into 2019 and beyond

Opportunity to expand into other western states as a licensee/producer and retailer

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Dispensary location among top 10 in proximity to Las Vegas Blvd (“The (“Strip”) and downtown

Vertically Integrated with Dispensary, Cultivation & Production Licenses In Clark County

Oasis Medical CannabisDispensary

North Las Vegas Cultivation and Production within the most friendly jurisdiction for medical marijuana establishments

Initial planned buildout of 1,150 square feet complete (to qualify for early start on 7/1/2017)

Phased planned build out within 22,000 square feet facility capable of over 4,500 pounds per year

9Oasis Cannabis

Cannabis Dispensary Revenues >$600,000 1st month (July, 2017)

5x increase over historical monthly medical revenues

Based on projected revenues and dispensary numbers alone, average sales per dispensary should increase from $1.3M in

2016 to >$20M in 2020

Adult Use & Medical CannabisCity of Las Vegas location – 1800 Industrial Ave.

One block off Las Vegas Blvd

Less than five minutes from main tourist population

Operational since 12/24/2015

Market Potential (Medical + Adult Use)

Accessible to 45 million tourists/year

Large, efficient space can accommodate >800 pt’s/day

10Cultivation Overview

North Las Vegas location—203 E. Mayflower Ave.

22,000 square foot warehouse—18,000 square feet allocated to cultivation

Phased approach to grow with market demand

Initial focus on establishing brand presence through high quality, craft cannabis

Able to expand rapidly to accommodate demand

Potential for over 4,500 pounds of flower per year (full build-out) and over

$8M in anticipated annual revenue

Potential 30,000 square foot subterranean greenhouse at existing grow/extraction facility

Photo Of The Oasis Dispensary

11Production Overview

4,000 square feet allocated to production

Will manufacture solid and oil concentrates, infused products and edible marijuana products

CLS’s Proprietary extraction and conversion method with options for supercritical CO2 and hydrocarbon

Significant growth of concentrate market penetrating over 40% sales in mature markets

Currently producing concentrates, pre-rolled joints, vape pens

Potential for over $6M in annual revenue

Some Of Oasis’s Many Products

North Las Vegas Grow/Production Facility Located At 203 E. Mayflower Avenue.

12Competitive AdvantagesFounders & Management with diverse backgrounds & skillsets

Successful healthcare professionals, entrepreneurs, previous CFO/banking, and corporate law experience.Unique strengths in start-ups, small business management, community involvement, and organizational leadershipPhysician leader with 25 year Las Vegas reputation allows outreach and collaboration to acquire more medical customers

Secured key dispensary location in Downtown Las Vegas1 of approximately 10 dispensaries located to provide direct access to Clark County’s 45 million annual tourists; easy access from strip & downtownLarge space with high bandwidth (>800 customers/day)

Currently securing 2nd (and possibly 3rd) location for additional Adult Use dispensaries

Cultivation/Production in North Las Vegas WarehouseStaged approach to buildout to conserve capital and assess supply/demand

CLS’s proprietary extraction and conversion process

13Management & Board ExperienceJeffrey Binder, Co-Founder, Chairman, CEOPrior to founding CLS, Mr. Binder served as founder, Chairman and President of Power 3 Network, Inc., a company that develops websites and back offices for home-based businesses. Mr. Binder has invested in and mentored several start-up and mid-stage companies, through his private holding company, JeMJ Financial Services, Inc., which he formed in 1988. Mr. Binder received his JurisDoctorate from the National Law Center, George Washington University, in 1971, where he received the honor of membership in the Order of the Coif. He also served as a legislative assistant to Adlai Stevenson II, a United States Senator for Illinois, and practiced Law at Sonnenschein Nath & Rosenthal, LLP, Chicago, Illinois for five years.

David Lamadrid, President, CFO, Director*Mr. Lamadrid has more than 15 years of executive management experience in public and private companies. Prior to joining CLS, Mr. Lamadrid was founder and CEO of Pure Harvest Cannabis Producers, Inc. Mr. Lamadrid was an executive on the U.S. Senior Executive Management Team at ARRI Rental, where he also served as CFO from 2012 through 2016. From 2002 until 2012, Mr. Lamadrid was CFO of CytoSorbents, a publicly traded critical-care immunotherapy company treating patients with life threatening illnesses, where he was a key member of the management team that built operations from early start-up through commercialization, setting strategic direction, taking the company public, raising over $60 million in equity, and achieving regulatory marketing approval. Mr. Lamadrid earned an MBA in Management and Finance from the NYU Stern School of Business.

Ben Sillitoe, COO*, Director*Mr. Sillitoe has been a leader in the local Las Vegas cannabis industry since its inception, having served on the Board of Directors for the Nevada Dispensary Association (NDA) for nearly two years. The NDA is the most influential cannabis industry association in Nevada with over 80% of state-licensed dispensaries in its membership. Mr. Sillitoe is often interviewed for news stories and articles, and is a frequent speaker at conferences, meetings, and events. Some notable previous speaking engagements include the Marijuana Business Conference and International Management Accountants annual conferences.

Todd V. Swanson, M.D. Advisory Board Chairman, Director of Medical & Scientific Research*Dr. Swanson is a co-founder of Oasis Cannabis. For 25 years Dr. Swanson was a practicing orthopedic surgeon in Las Vegas at his successful clinical and surgical practice. Dr. Swanson has founded, funded, managed, and served on boards of numerous medical enterprises including a home hospice facility, drug rehabilitation center, and a medical device company. Dr. Swanson received his M.D. from the Washington University Medical School.

* Effective upon closing the Alternative Solutions acquisition

14Management & Board Experience

Raymond Keller, Founder of CLS Labs, AdvisorMr. Keller also contributed his intellectual property rights related to the proprietary process of extracting, cleaning and converting the cannabinoids from the cannabis plant and the associated delivery materials and systems for such cannabinoids to CLS Labs in exchange for his shares therein. Since 2009, Mr. Keller has served as the founder and Chief Executive Officer of GoodCat, LLC, an FDA-licensed laboratory that produces e-cigarette liquid for a number of distributors and brands. Mr. Keller graduated from the College of Charleston with a degree in Biology in 1989.

Andrew Glashow, DirectorMr. Glashow is a founding partner of New World and has served as a Managing Director since its inception. Mr. Glashow is an investment banker specializing in microcap transactions in the $5 million to $50 million range. He has in excess of twenty years of experience in the capital markets and in all phases of business start-up and growth, including feasibility studies, business plans, equity and debt funding, private placements, reverse mergers and IPOs. Mr. Glashow has worked with many investment banking firms and maintains close relationships with decision makers at several of them. Prior to founding New World Merchant Partners, he was a partner in STAR Associates, a corporate finance firm specializing in the placement of capital for small and emerging growth companies. Mr. Glashow has served as CEO and President of multiple companies which he helped capitalize. Mr. Glashow is a graduate of the University of New Hampshire's Whitemore School of Business and Economics.

Frank Koretsky, Co-Founder, AdvisorSince 1995, Mr. Koretsky has served as the President of East Coast News Corp., a leading company in the adult product distribution industry. As a result of Mr. Koretsky's business experience, he brings a strong background in management, marketing and branding to the company.

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Q3 2018Q2 2018

Q3 2018 Q4 2018Q1 2018

Transaction and Milestone Timeline

3rd Dispensary Opened$4 Million Raised Processing Lab Complete

$15 Million Raised 2nd Dispensary Opened

Oasis Acquisition Closed Cultivation Complete

16Stock Snapshot

SYMBOL OTCQB: CLSHSTOCK PRICE (12/5/17) $0.4352- WEEK RANGE $0.02 - $0.90AVERAGE DAILY VOLUME 15,800 sharesSHARES OUTSTANDING 32.9M*INSIDER OWNERSHIP 72%MARKET CAPITALIZATION $16.7M

17Corporate Information

AttorneyBroad & Cassel

Kathleen Deutsch, Partner1 North Clematis Street

Suite 500West Palm Beach, FL 33401

T: (561) 832-3300

Transfer AgentVStock Transfer

18 Lafayette PlaceWoodmere, NY 11598

T: (212) 828-8436

AuditorM&K CPAS, PLLC

Casey Kinchen, CPA, Audit Partner4100 N. Sam Houston Parkway W., Suite 200B

Houston, TX 77086T: (832) 242-9950 x209

CorporateCLS Holdings USA, Inc.

1810 E Sahara AveLas Vegas, NV 89104

T: (702) 879-8198

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Photos included are from WeedMaps.com. Market data referenced is courtesy of Arcview Market Research.

Jeff BinderChief Executive Officer

T: (702) 879-8198E: jeff@clsholdingsinc.com