iAnthus Capital Holdings, Inc. CNSX: IAN OTCQB: ITHUF iAnthus - - PowerPoint PPT Presentation

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iAnthus Capital Holdings, Inc. CNSX: IAN OTCQB: ITHUF iAnthus - - PowerPoint PPT Presentation

iAnthus Capital Holdings, Inc. CNSX: IAN OTCQB: ITHUF iAnthus Analyst and Investor Conference Call Acquisition of Citiva Medical, LLC and Citiva, LLC February 2018 Disclaimer (1 of 2) Cautionary Note Regarding Forward-Looking Information


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SLIDE 1

February 2018

iAnthus Capital Holdings, Inc.

CNSX: IAN OTCQB: ITHUF

iAnthus Analyst and Investor Conference Call Acquisition of Citiva Medical, LLC and Citiva, LLC

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SLIDE 2

2

Disclaimer (1 of 2)

Acquisition Overview • February 2018 Cautionary Note Regarding Forward-Looking Information

  • This investor presentation, dated February 1, 2018 (this “Presentation”), contains “forward-looking information regarding iAnthus Capital

Holdings, Inc. (“iAnthus” or the “Company”) and its subsidiaries.

  • Statements in this Presentation that are forward-looking statements are subject to various risks and uncertainties concerning the specific

factors disclosed herein and elsewhere in iAnthus' periodic filings with Canadian securities regulators. When used in this Presentation, words such as “will, could, plan, estimate, expect, anticipate, intend, may, potential, believe, should,” and similar expressions, are forward- looking statements.

  • Although iAnthus has attempted to identify important factors that could cause actual results, performance or achievements to differ

materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are engaged in activities the Company believes to be compliant with applicable U.S. state and local law, but are currently considered illegal under US Federal laws; change in laws; limited

  • perating history; reliance on management; requirements for additional financing; competition; hindering market growth and state

adoption due to inconsistent public opinion and perception of the medical-use and adult-use cannabis industry and; regulatory or political

  • change. Forward-looking statements involve known and unknown risks, uncertainties and other factors. Many of these risk factors and

uncertainties are disclosed in the Company’s Annual Information Form for the year-ended December 31, 2016 in a section entitled “Risk Factors” and other documents, including the Company’s Short Form Prospectus dated November 14, 2017, the Company files with the Canadian securities regulators on SEDAR at www.sedar.com.

  • There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future

developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

  • Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this Presentation

are made as of the date of this Presentation. iAnthus disclaims any intention or obligation to update or revise such information, except as required by applicable law, and iAnthus does not assume any liability for disclosure relating to any other company mentioned herein.

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SLIDE 3

Securities Laws

  • This Presentation is for informational purposes and does not constitute an offer or a solicitation of an offer to purchase the

securities referred to herein.

  • iAnthus’ shares have not been and will not be registered under the United States Securities Act of 1933, as amended.
  • iAnthus expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever

arising directly or indirectly from: (i) reliance on any information contained herein, (ii) any error, omission, or inaccuracy in any such information, or (iii) any action resulting therefrom. No Reproduction or Distribution

  • The contents of this Presentation are not to be reproduced or distributed to any third party, including the general public or the

media, without the express written consent of iAnthus. Market and Industry Data

  • This Presentation includes market and industry data that has been obtained from third party sources, including industry
  • publications. iAnthus believes that the industry data is accurate and that the estimates and assumptions are reasonable, but

there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, iAnthus has not independently verified any

  • f the data from third party sources referred to in this Presentation or ascertained the underlying economic assumptions relied

upon by such sources. Additional Information

  • Additional information pertaining to iAnthus has been filed electronically through SEDAR and is available at www.sedar.com or

iAnthus’ website at www.ianthuscapital.com.

3 Acquisition Overview • February 2018

Disclaimer (2 of 2)

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SLIDE 4
  • iAnthus is pleased to announce the

acquisition of Citiva Medical, LLC and Citiva, LLC (together “Citiva”).

  • Citiva is one of 10 current New York

Registered Organizations (“RO’s”) licensed to provide medical cannabis to registered patients throughout the state of New York.

iAnthus Acquires Citiva

4 Acquisition Overview • February 2018

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SLIDE 5

5

The Citiva Acquisition

Acquisition Overview • February 2018

Purchase Price Form of Consideration Structure

  • US$12.0 million for 100% of Citiva Medical, LLC
  • US$6.0 million for 100% of Citiva, LLC
  • US$18.0 million total purchase price
  • US$3.6 million cash
  • ~5.6 million IAN shares (2.0 million Class A, 3.6 million

common)

  • iAnthus now owns 100% of the management company

and the license to provide medical cannabis to registered patients throughout the state of New York. Transaction Overview

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SLIDE 6

iAnthus is Now Operating in Six States

6 Acquisition Overview • February 2018

Current investments Active discussions

  • Ownership: 100%(2)
  • Investment: $11.7 million
  • One of only three dispensary

licenses in Boston

  • Ownership: 100%(1)
  • Investment: $1.0 million
  • First state to legalize adult use by state

legislature

New Mexico Massachusetts Vermont Colorado

  • 100% owner of key assets
  • Investment: $5.2 million
  • Market share leader in popular

ski town

Colorado

  • Strategic Investment
  • Loan Amount: $7.5 million
  • Top 5 operator in the state
  • Ownership: 100%
  • Investment: $18.0 million
  • Population of 20 million with 10

licenses state wide

New York

NOTES

1) As of January 1, 2018 Grassroots entered into a management contract with iAnthus owned management company 2) Assuming exercise of option to acquire remaining 20% of Massachusetts for an additional $4.0 million, announced January 2, 2018

Florida

  • Ownership: 100%
  • Investment: $48.0 million
  • Up to 25 dispensaries
  • Ownership: 25%
  • Investment: $2.3 million
  • One of the market share

leaders

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SLIDE 7

Proforma East Coast Footprint

7 Acquisition Overview • February 2018

Population 2018E Market Size Expected Equity Ownership Facilities

20.0 Million $340 Million 100% 4 Dispensaries; 1 Cultivation Facility 1 of 10 Licenses 6.8 Million $455 Million 100%(1) 3 Dispensaries; 1 Cultivation Facility 1 of ~35 Licenses 21.0 Million $380 Million 100% 25 Dispensaries; 1 Cultivation Facility 1 of 13 Licenses 0.6 Million $20 Million 100%(2) 2 Dispensaries(3); 1 Cultivation Facility 1 of 5 Licenses(3) 48.4 Million $1.2 Billion 34 Dispensaries; 4 Cultivation Facilities 12 Weighted Average Competitors

Competition

East Coast

48.4 million residents and US$1.2 billion 2018 market with limited competition

NOTES

1) Assuming exercise of option to acquire remaining 20% of Massachusetts for an additional $4.0 million, announced January 2, 2018 2) As of January 1, 2018 Grassroots entered into a management contract with 100% owned iAnthus management company 3) Recent legislation allows Grassroots Vermont to open an additional dispensary (2 total) and will also grant one additional license (5 total)

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SLIDE 8

iAnthus Operational Summary

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SLIDE 9

iAnthus, Up and Running

9 Acquisition Overview • February 2018

Artistic rendering Artistic rendering Artistic rendering

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SLIDE 10

NY NY, it’s a Helluva State

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iAnthus enters the 4th largest state in the U.S. with 100%

  • wnership of Citiva

Acquisition Overview • February 2018

New York State Highlights

  • 20 million residents
  • 10 total licenses
  • Vertically integrated licenses
  • Wide range of indications
  • Large variety of secondary

products

  • Home delivery allowed
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SLIDE 11

Increasing Momentum of Favorable Regulatory Changes…

11 Acquisition Overview • February 2018

  • November 2016 Permitted

nurses/physician’s assistants to prescribe MMJ

  • December 2016 Allowed MMJ

usage in hospitals

  • March 2017 Added chronic pain

January 2018 Governor Cuomo announced his intention to launch a study examining the effects of adult use cannabis programs in New York in his 2018 Executive Budget Address

  • May 2017 Online access to

practitioners who are allowed to prescribe medical marijuana

  • November 2017 Added PTSD
  • December 2017 Expanded the

forms of consumption

Since its inception, the New York legislature has worked to improve the program for the patients of New York

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SLIDE 12

…Has led to a Broad and Encompassing Program…

12 Acquisition Overview • February 2018

Qualifying Conditions

Cancer HIV/AIDS ALS Parkinson’s Disease Multiple Sclerosis Spinal Damage Epilepsy Inflammatory Bowel Disease Huntington’s Disease Neuropathy Chronic Pain (added March 2017) PTSD (added November 2017)

Ingestion Methods

Ground Metered Flower Vaporization Tinctures Topicals Lozenges Capsules Semi-Solid Products

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SLIDE 13

5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000

…and Rapidly Growing Patient Registration

13 Acquisition Overview • February 2018

Current Market Landscape

  • 42,429 patients and

1,426 qualified physicians

  • 10 approved Registered

Organizations, only five currently active

  • 19 dispensaries open

throughout the state

12,838 42,429

New York Patient Growth Since January 2017

Patient count has grown 231% in the last twelve months

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SLIDE 14

Citiva: Cutting Edge Cultivation Facility

14 Acquisition Overview • February 2018

Facility Overview

  • 8.5 acres of land in Orange County, NY

with the option to purchase an additional 6.2 acres

  • Phase 1 includes 27,500 SF greenhouse

& lab facility

  • Capable of producing 1,470 KG(1) of

medical cannabis annually once fully built out

  • Designed for the ability to rapidly

expand based on market needs

  • Expected to come online Q2 2019

Phase 1 27,500 SF → 1,470 KG (1) Phase 2 43,000 SF → 3,000 KG (1) Phase 3 150,000 SF → 10,500 KG (1) Phase 4 300,000 SF → 22,000 KG (1)

Designed to support multiple phases of expansion

NOTES

1) Company estimates

Sample rendering

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SLIDE 15

Favorable Dispensary Locations in Key New York Markets

15

Chemung County

  • Only dispensary within a 40 mile

radius

  • One of two dispensaries within a 60

mile radius

  • Slated opening Q2 2019

Orange County

  • Proposed cultivation and

manufacturing facility

  • Slated opening Q2 2019

Dutchess County

  • Access to ~ 4,000 patients within a 40 mile radius
  • Only one other dispensary currently open within a

40 mile radius

  • Slated opening Q2 2019

Richmond County (Staten Island)

  • Only dispensary on Staten Island
  • Population of ~ 500k
  • Currently has ~1,400 patients
  • Slated opening Q4 2018

Kings County (Brooklyn)

  • One of two dispensaries allowed in Brooklyn
  • No dispensaries currently open
  • Population of ~ 2.7 million
  • Currently has ~2,300 patients
  • Slated opening Q4 2018

Sample Rendering of a Citiva Dispensary

Acquisition Overview • February 2018

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SLIDE 16

Citiva Moving Forward

16 Acquisition Overview • February 2018

Q1 2018 Q2 2018 Q3 2018 Q4 2018

Delivery Launch with 1 vehicle Dispensary construction commence Construction continues Permitting and approvals Brooklyn and Staten Island dispensaries

  • pen

Cultivation and processing construction commence Construction continues Construction continues Construction continues

Cultivation and dispensary plans position Citiva to efficiently enter an expanding market

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SLIDE 17

Seasoned Management Team

17 Acquisition Overview • February 2018

David Palmieri, COO

  • 18+ years running own

private medical practice

  • New York healthcare

consultant Frank Turano, CFO

  • 15+ years as CFO of a

private company in Brooklyn

  • Grew business by over

250% to $35 million of annual revenue Kim Volman, CEO

  • Co-founder of $50 million compounding business in Brooklyn,

S&K Pharmacy

  • 20+ year of experience in pharmaceutical industry
  • Educator at multiple universities including The University at

Buffalo School of Pharmacy and Pharmaceutical Sciences, and Schwartz College of Pharmacy and Health Sciences

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SLIDE 18

Massachusetts: Pioneer in the East

18 Acquisition Overview • February 2018

  • ~6.8 million population
  • Only 19 current dispensaries
  • pen
  • Adult use sales begin July

2018 Sales are projected to hit ~$800 million by 2019 and ~$1.3 billion by 2020(1)

  • Wide variety of consumption

allowed including flower, edibles, and secondary products

  • Long list of approved

indications including chronic pain

Voters in Massachusetts legalized adult use by ballot in November 2016

NOTES

1) The State of Legal Marijuana Markets: 5th Edition, ArcView Market Research

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SLIDE 19

19

Brand New Cultivation and Processing Facility

  • 36,000 SF facility in Holliston
  • First harvest in April 2018

Mayflower Go-Forward Strategy

Acquisition Overview • February 2018

Mayflower Medicinals Dispensary

Targeting Highly Populated Retail Locations

  • Prime retail location in a

popular Bostonneighborhood

  • Two additional retail locations

in the pipeline

  • Delivery allowed

Before After Plants in-place

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SLIDE 20

Let the Sun Shine in!

20

NOTES

1) The State of Legal Marijuana Markets: 5th Edition, ArcView Market Research

Florida Highlights

  • 21 million residents
  • Limited number of licensees
  • Favorable demographics
  • Wide range of indications
  • Large variety of products
  • Market estimated to reach

US$1.0 billion by 2020(1)

iAnthus enters the 3rd largest state in the U.S. with 100%

  • wnership of GrowHealthy

Acquisition Overview • February 2018

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SLIDE 21

Tampa Open Q3 2018 Lake Wales Open

Florida Dispensary and Delivery: Expansion in 2018

21

Statewide Delivery

  • Start with Lake Wales

cultivation facility

  • Dispensaries will be

delivery hubs

  • Expect to have three

vehicles in Q1, six in Q2, and eight by year- end 2018

Orlando Open Q4 2018 West Palm Beach Open Q3 2018 Statewide Delivery

Acquisition Overview • February 2018

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SLIDE 22

22 Acquisition Overview • February 2018

Grassroots Highlights

  • Currently one of five licensed operators in Vermont
  • Started state-wide delivery system in 2016
  • Currently undergoing ~$200k renovation to cultivation,

processing, and dispensary

  • Achieved revenue growth
  • f 48% year-over-year

Vermont is Positioned for Growth

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SLIDE 23

Vermont Legalizes Adult Use

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Vermont becomes the first state to legalize adult use through state legislature

  • Republican Governor Phil

Scott signed a legalization bill on Monday, January 22, 2018

  • Vermont becomes 9th state

to legalize adult use

  • Allows possession of up to an
  • unce of marijuana for adults

21+

  • Allows up to two mature and

four immature cannabis plants for adults 21+

Vermont’s adult use market could exceed $100 million in annual revenue(1)

NOTES

1) “Considering Marijuana Legalization – Insights for Vermont and Other Jurisdictions” – The RAND Corporation, 2015

Acquisition Overview • February 2018

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SLIDE 24

2018 Marks a Pivotal Year for iAnthus

24

Q1 2018 Q2 2018 Q3 2018 Q4 2018

Dispensary, cultivation, and processing construction commence Brooklyn and Staten Island dispensaries

  • pen; delivery launch

Boston dispensary

  • pen; First harvest in

Holliston Delivery launch; Begin cultivation and processing expansion Expand delivery West Palm Beach and Tampa dispensaries

  • pen

Orlando dispensary

  • pen

Acquisition Overview • February 2018

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SLIDE 25

25

Addressable Markets in the U.S.: iAnthus vs. Competitors

Acquisition Overview • February 2018

Store Geography

Arizona, Massachusetts, Maryland(1), Nevada(1) California, Nevada Florida

East Coast:

Florida, Massachusetts, New York, Vermont

Addressable Market

23 million 42 million 21 million 48 million

Weighted Average Competitors

60 100s 13 12

Market Cap (millions)(2)

C$289.4 C$400.0 C$472.3 C$291.9 iAnthus leads in every category except one – valuation!

NOTES

1) Acquisitions announced but not yet closed 2) CapIQ, basic market caps as of January 29, 2018, iAnthus pro forma for Citiva and GrowHealthy acquisitions

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SLIDE 26

26

A Tale of Two Investments

Canada (Vertically Integrated) iAnthus East Coast Markets(1) Metric Population 36 million 48 million 33% larger Near Term Rec and Medical Market C$6.0 billion C$9.8 billion 64% larger Competitors 84 12(2) 86% fewer Revenue Per Competitor C$71.4 million C$799.3 million 11x more Public Companies 25 1 Average / Current Market Cap(3) ~C$1.1 billion ~C$291.9 million 73% discount

Public investors have one clear way to invest in the growth of the U.S. markets

No matter which metric you use, iAnthus has a clear advantage

NOTES

1) East coast markets include Massachusetts, Vermont, New York, and Florida 2) Weighted average license holders by population in Massachusetts, Vermont, New York, and Florida 3) CapIQ, basic market caps as of January 29, 2018. iAnthus pro forma for Citiva and GrowHealthy acquisitions

Acquisition Overview • February 2018

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SLIDE 27

Why Invest in iAnthus?

27

Exposure to $50 billion U.S. Market Diversified Operations Proven Management Team Compelling Valuation Near Term Catalysts One of the fastest growing industries in the U.S. New York Massachusetts Florida Vermont New Mexico Colorado Expertise in: Operations Regulated industries Health care Governmental affairs Real estate Corporate finance Trades at a significant discount to Canadian LPs and U.S. competitors Opening of multiple dispensaries and cultivation facilities in Florida, New York and Massachusetts

Acquisition Overview • February 2018

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SLIDE 28

Questions?

Contact Information: Investor Relations | 416.428.3533 | investors@ianthuscapital.com