GVB Biopharma Acquisition

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2022

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#1Ÿ 22ND CENTURY GROUP 22ND CENTURY GROUP (NASDAQ: XXII) ACQUIRES GVB BIOPHARMA, A LEADING HEMP/CANNABIS COMPANY May 18, 2022 Nasdaq XXII#2CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements concerning our business operations, and financial performance and conditions, as well as our plans, objectives, and expectations for our business operations, and financial performance, and conditions that are subject to risks and uncertainties. All statements other than those of historical fact are forward-looking statements. These types of statements typically contain words such as "aim," "anticipate," "assume," "believe," "could," "due," "estimate," "expect," "goal,"” “intend,” “may," "objective," "plan," "potential," "positioned," "predict," "should," "target," "will," "would" and other similar expressions that are predictions of or indicate future events and future trends. Forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business, the industry in which we operate, and our management's beliefs and assumptions. 22ND CENTURY GROUP These statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those estimated. The contents of this presentation should be considered in conjunction with the risk factors, warnings, and cautionary statements contained in the Company's annual, quarterly, and other reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.#322ND CENTURY ACQUIRES GVB BIOPHARMA GVB Biopharma (“GVB") is a global leader in the manufacturing of hemp-derived active ingredients and finished products servicing the nutraceutical, consumer products and pharmaceutical industries. The acquisition of GVB provides 22nd Century a foundational platform through which it can express and monetize its deep intellectual property portfolio in hemp/cannabis. Ÿ: 22ND CENTURY GROUP (GVB) BIOPHARMA™ 22ND CENTURY GROUP#4A TRANSFORMATIONAL ACQUISITION The acquisition of GVB allows 22nd Century to leverage its expertise in receptor and plant science to develop its hemp/cannabis franchise and add significant scale in the immediate-term Market Leadership in Hemp- Derived Products Compelling Financial Impact Key Strategic Benefits and Synergies 22ND CENTURY GROUP ▪ GVB is widely regarded as a best-in-class operator with an estimated 15% share of the hemp-derived active ingredients market ▪ Control from biomass to ingredients to finished goods ensuring attractive prices, quality, purity (99%+ isolates) and traceability ▪ cGMP and NSF-audited facility ■ Significantly increases 22nd Century's revenue and accelerates the path to profitability Immediately accretive to top and bottom line Manageable working capital investments and limited capital expenditure requirements to drive significant growth ▪ GVB's production and formulation capabilities are uniquely suited to leverage and monetize 22nd Century's IP portfolio and research capabilities ■ ▪ Crop developments by 22nd Century will lead to dramatic margin expansion for GVB sales ▪ Manufacturing capabilities for various form factors represent an under-penetrated growth opportunity that 22nd Century leadership is well-qualified to capitalize on Deepens global footprint in geographic markets targeted for growth 4#5GVB EXPANDS 22ND CENTURY'S GLOBAL FOOTPRINT GVB adds strong U.S. and international assets and capabilities GVB GVB CVB (3) Production, Manufacturing, & Distribution Sales, Marketing, & Administration Supply Chain Existing 22nd Century Footprint 次 Ke Gene X CVB CN Europe Gene Chile Australia China 22ND CENTURY GROUP Extractas Bioscience GVB LO 5#6CLASS-LEADING MANUFACTURING CAPABILITIES GVB operates three primary manufacturing facilities, which have recently been invested in and have significant capacity to support growth with very limited additional capital expenditure The Company currently operates: ▪ Grass Valley, Oregon: 30,000 sq ft; refinement facility ▪ Las Vegas, Nevada: 40,000 sq ft; used for Private Label/Contract Manufacturing ▪ Prineville, Oregon: Crude extraction capacity of 10,000 kg/month GVB sources hemp from trusted agricultural partners who adhere to GVB's rigorous quality parameters Refinement Facility | Grass Valley Private Label/Contract Manufacturing | Las Vegas 22ND CENTURY GROUP Crude Extraction | Prineville#7GVB OFFERS A DIVERSE RANGE OF HIGH-QUALITY CANNABINOIDS AND CANNABINOID INFUSED PRODUCTS CBD BSD Tinctures CBG Isolate CBD CRD Compliant BSD GVB has the capabilities to produce a large array of cannabinoids Gel Capsules H H HO CBD THC- Free Crude OH CBD Isolate Gummies UK Compliant BSD CBN Isolate CBC Isolate CBDA Mints Key Cannabinoids GVB BIOPHARMA™ Cannabinoid Cannabidiol Isolate Cannabidiol Broad Spectrum Distillate Cannabigerol Isolate Cannabidiol Crystal Resistant Distillate Compliant Broad Spectrum Distillate Cannabidiol THC-Free Crude UK Compliant Broad Spectrum Distillate Cannabinol Isolate White Label Contract Manufacturing Product Offering Cannabichromene Isolate Cannabidiolic Acid Tablets Topical Abbreviation CBD Isolate CBD BSD CBG Isolate CBD CRD Compliant BSD CBD THC-Free Crude UK Compliant BSD CBN Isolate CBC Isolate CBDA Vape Pens CVB HUSBAND GUMMIES SVE PACH GVB CANNOT GUMMIES ES CONVE 29VGCACH GVB 22ND CENTURY GROUP CANALINOS GUMMIES SHAWLING Sh ve each 252 Cvn CABED GUMMIES ES Greved ESNATC 7#8PRODUCT DEVELOPMENT INNOVATION CYCLE GVB provides not only production capabilities, but completes the product development cycle to foster enhanced innovation throughout the organization Product Development Cycle Extractas Bioscience KeyGene Ÿ NEEDLE ROCK FARMS 22ND CENTURY GROUP Gemma Metrix GVB BIOPHARMA Consumer Insights & Partner Feedback www 3rd Party Brands Ingredient Extraction, Purification and Finished Product Manufacturing Seeds are tested and planted BE TH Ethanol is evaporated Final product formulation begins Plants are tested in the field The extracted crude oil is lab tested for quality Product formulas are created Plants are harvested and tested again The crude oil is distilled to remove impurities Products are formulated and homogenized -01 WELE Ethanol is super-cooled for extraction YOUR LOGO CROBAT The result is high quality distillate, sent off for testing 22ND CENTURY GROUP Products are packaged prepped and shipped out ||||| Ethanol is added to hemp to begin extraction THC is removed using proprietary processes GVB BIOPHARMA 8#9GVB COMPLETES 22ND CENTURY'S B2B CAPABILITIES 22nd Century will now offer the most robust platform to service the rapid growth of cannabinoid products # of Participants Plant Profile / Roadmap Canna Metrix CannaMetrix's high- throughput proprietary, human cell-based assay technology serves as a roadmap for developing new plant lines with tailor-made profiles. Few Plant Biotechnology Ke Gene Established proprietary bioinformatics platform and cutting-edge molecular breeding platform in partnership with KeyGene; capabilities include genetic engineering and plant line development. Dozens (Few are advanced) Plant Breeding & Trials Extractas Bioscience Multiple partnerships with top global breeders provide 22nd Century with both northern and southern hemisphere, indoor and outdoor, year-round plant breeding and trial capabilities. Few Plant Cultivation NEEDLE ROCK FARMS Colorado farm operations provide 22nd Century with operational assets including plant cultivation capabilities. Hundreds Ingredient Extraction, Purification, and Finished Products fo www WAAAAAA www. GVB) BIOPHARMA Hemp-derived active ingredients extractor and finished products manufacturer providing customers with bulk ingredients and white label products Dozens (Very few are reputable and with scale) 22ND CENTURY GROUP Commercial Partners 22nd Century offers an end-to-end, high-value add solution for leading nutraceutical, consumer products and pharmaceutical companies entering the ascendant cannabis market Thousands 9#10KEY INITIAL HEMP/CANNABIS PROGRAMS 22nd Century's growing hemp/cannabis plant science will propel GVB into a different league than other players Application Zero/Undetectable THC and High CBD Zero/Undetectable THC and High CBG Stable High THC Yield Enhancement Powdery Mildew Resistance Divaric Acid (CBDV) - A non psychoactive minor cannabinoid with demonstrated anti-epileptic and anti-convulsive action Low Terpene and New Terpenes Profiles 22ND CENTURY GROUP Targeted Benefit Crop loss due to hemp going "hot" (exceeding 0.3% THC content) is a common industry issue. Zero THC helps growers stay under the allowed threshold, reduce crop losses, and reduce processing cost while high CBD and CBG increase yields. Consumers and CPG brands get zero THC content. Targeting disruptive lines with 30-40% stable yield of pure THC, well above unpredictable yields in current strains Increase in cannabinoid content in the flower and the rest of the plant for overall increased plant yields Crop loss can be as much as 25% of the crop yield depending on the region, growth method and year. Increase of yields of CBDV to a stable 4-8%, making it more accessible for use in medical research and commercialization. Reduce the terpenes responsible for undesirable aromas and the development of new combinations of terpenes desirable to consumers 22nd Century is advancing a broad funnel of hemp/cannabis plant lines and IP designed to address specific industry needs. 10#1122ND CENTURY AND GVB LEADERSHIP TEAMS GVB's operations and leadership team will serve as the manufacturing cornerstone of 22nd Century's hemp/cannabis franchise 22ND CENTURY GROUP X GVB] BIOPHARMA James Mish Chief Global executive leadership experience at science-driven Executive organizations operating Officer in the consumer products, pharmaceutical, and cannabinoid spaces NORAMCOINC Pfizer Purisys PA Ashland always solving Phillip Swindells Chief Executive Officer, Co-Founder Richard Fitzgerald Chief Sebastian Ravitz Chief Marketing Officer Financial Officer Expert in industrial-scale commercialized cannabinoid production operations 3x founder and leader in cannabis marketing with extensive experience operating in highly regulated ad markets Extensive financial leadership experience in the life sciences and biotechnology industries ANNOVIS sesen Jack Feldman President, Co-Founder Michael Zercher Chief Operating Officer Hugh Kinsman Chief Financial Officer 20+ years in the tobacco industry in global marketing, sales, operations, and business development SANTA FE NATURAL 3D14COD COMPANY Extensive expertise in global cannabis go-to-market strategies and implementation Held prior CFO positions including at public companies in a variety of industries R.J. REYNOLDS TOBACCO Steven Przybyla General Counsel & Corporate Secretary Drew Spiegel Chief Operating Officer 22ND CENTURY GROUP Jonathan Staffeldt Chief Legal Officer 8+ years in the cannabis business in legal and executive roles, including corporate strategy, regulatory matters and government relations DENT & N. 1 1. Jushi SENECA GROUP Comprehensive cannabis industry expertise ranging from large scale cannabis supply chain management to global cannabis macro-economics Held prior positions as corporate attorney, lawyer and in-house acting general counsel 11#12GLOBALLY DISRUPTIVE PLANT-SCIENCE DRIVEN PLATFORM Ž 22ND CENTURY GROUP + IU GVB BIOPHARMA TOBACCO The Only Combustible Modified Risk Tobacco Product Disruptive Plant Science and Intellectual Property CANNABIS HOPS Accelerating the Development of Proprietary Specialty Hop Varieties and Valuable Commercial Traits 22ND CENTURY GROUP Pharmaceutical CDMO and Best-In-Class Ingredients Platform 12#13X22ND CENTURY GROUP GVB BIOPHARMA™ 13#14TRANSACTION HIGHLIGHTS Transaction Considerations Consideration to GVB Biopharma Employee Retention Board of Directors Financial Update ▪ 22nd Century acquires all of the issued and outstanding shares of GVB Biopharma ▪ Pro forma ownership of approximately 17% GVB Biopharma and 83% 22nd Century 22ND CENTURY GROUP Aggregate consideration of approximately $58 million, including: i. the assumption of approximately $4.5 million of debt, ii. GVB's closing costs and iii. the issuance to GVB of an aggregate of 32,900,000 unregistered shares of common stock of 22nd Century. ▪ 22nd Century will enter into employment and consulting arrangements with certain key employees of GVB ▪ GVB will nominate a director to 22nd Century's board of directors, provided that such nominee is independent and subject to approval by 22nd Century's Governance and Nominating Committee ▪ 22nd Century will furnish any pro forma financial information required no later than 71 calendar days after closing 14#15CONTACT INFORMATION fit HS HN OH INVESTOR RELATIONS & MEDIA CONTACT Mei Kuo 22nd Century Group, Inc. Director, Communications & Investor Relations T: 716-300-1221 [email protected] Matt Kreps Darrow Associates Investor Relations T: 214-597-8200 [email protected] 22ND CENTURY GROUP 15

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