Shareholder Presentation August 2018 Unless otherwise stated all - - PowerPoint PPT Presentation

Unless otherwise stated all amounts are in USD

A vertically integrated cannabis company providing recreational and medical marijuana based products through our leading retail stores

Shareholder Presentation

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August 2018

Unless otherwise stated all amounts are in USD

Disclaimer

This presentation (together with any supplements and any other information that may be furnished to prospective investors by Captor Capital Corp contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking information”). Forward-looking information is generally identifiable by the use of the words “believes”, “may”, “plans”, “will”, “anticipates”, “intends”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “projects” and similar expressions, and the negative of such

• expressions. Forward-looking information in this presentation includes, but is not limited to, statements concerning economic trends, the size of

the market, the timing and scope of Captor Capital Corp capital expenditures, the anticipated use of proceeds, financial forecasts, and the proposed ownership allocation. Captor Capital Corp has based this forward-looking information on factors and assumptions about future events and financial trends that it believes may affect it’s financial condition, results of operations, business strategy and financial needs, including the ability of Captor Capital Corp to generate cash flow from operations and obtain necessary financing on acceptable terms, general economic, financial market, regulatory and political conditions in which Captor Capital Corp operates, consumer interest in Captor Capital Corp products, competition, anticipated costs, government regulation of Captor Capital Corp activities and products and in areas of taxation and environmental protection, the timely receipt of any required regulatory approvals, and Captor Capital Corp ability to obtain qualified staff, equipment and services in a timely and cost efficient

• manner. While Captor Capital Corp considers these assumptions to be reasonable, these assumptions are inherently subject to significant

uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause Captor Capital Corp actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others, regulatory risks, the lack of a public market for the securities of Captor Capital Corp, the limited operating history and financial track record of Captor Capital Corp and the uncertainty as to revenues, reliance on key personnel, product liability, unfavourable publicity, management of growth and the difficulty in forecasting.

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Unless otherwise stated all amounts are in USD

Table of Contents

§ About Captor § Our Strategy § Cannabis market § Our Pipeline § Our Performance § Our Team

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Unless otherwise stated all amounts are in USD

About Captor Capital Corp

• Captor Capital Corp. (“Captor”) is a vertically integrated cannabis company

providing recreational and medical marijuana based products to consumers via its leading brands and dispensary locations.

• Listed on the Canadian Securities Exchange, the OTC USA, and the Frankfurt

Stock Exchange, Captor owns and operates advanced growing facilities which produce consistent high quality contaminant free marijuana for its customers, as well as other high demand cannabis based goods for consumption.

• Through ownership of top brands and high value dispensary locations, Captor’s

revenue is expected to exceed a run rate of $45 million, without considering future acquisitions.

• Furthermore, Captor seeks to capitalize upon the combination of its intellectual

property and extensive network of industry relationships to provide its customers with a wide variety of products, and a best in class experience.

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Unless otherwise stated all amounts are in USD

The Captor Strategy

• To efficiently engage Captor’s well defined and deep pipeline of cultivation and dispensary targets,

acquire them at favourable prices, and unlock the intrinsic value of these companies through

• perational enhancements.
• The primary strategic focus of Captor is to acquire profitable, established cannabis focused

companies that require capital to scale.

• Target investments will be top quality operations with experienced management and defined

business plans.

• Acquisitions will be selected based off of synergy, possibly with current existing brands, locations,

and operations.

• Upon acquisition the investments will be integrated and supported to enhance operations and

profitability.

• Expand team of experienced operators to support organic growth.
• Initial geographic focus will be on California and Nevada as these are high growth markets, with

large populations and direct synergies.

• Captor will continue to expand its geographic footprint as the industry evolves legally within the

USA, and potentially internationally, depending on the regulatory framework.

• The management team at Captor believe that having a controlled scaling with a primary focus on

profitability will lead to a consistent and robust shareholder return.

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Robust & Consistent Shareholder Return

Acquire Profitable Operations at Favourable Pricing Identify Synergies Integrate Ops and Achieve Synergies Deploy Capital to Scale Expand Team and Intellectual Property Expand Geographies and Product Offerings

Unless otherwise stated all amounts are in USD

Market

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Unless otherwise stated all amounts are in USD 7

Medical marijuana broadly legalized Marijuana legalized for recreational use No broad laws legalizing marijuana

Marijuana Legalization Status

The Current Cannabis Market

Source: www.governing.com

Source: Marijuana Business Factbook 2017

Unless otherwise stated all amounts are in USD

Cul4vator 49% Manufacturer 16% Distributor 12% Dispensary 9% Retailer 7% Delivery 3% Microbusiness 3% Tes4ng 1% *2016 cannabis report from the Cowen Group

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$6 Billion Legal $24 Billion Black Market

California Cannabis Market

California marijuana licenses by activity California's population is more than 3x larger than Colorado and Washington State combined.

Formalizing the informal market alone is a $24 billion opportunity*

Source: University of California Agricultural Issues Center Percentage of total sales 2019 Estimate

Unless otherwise stated all amounts are in USD

California Cannabis Licensing

Reviewing the data in the Cannabiz Media Licensing Database reveals some interesting facts about California marijuana licenses that help to paint the picture of how the state’s marijuana marketplace is developing. Here are some key facts:

• There are 1,780 license holders in total in California.
• 13 companies account for 10% of the licenses statewide.
• The company with the most licenses is Central Coast Farmer’s Market Management, LLC with 106.

That’s 3% of all licenses in the state.

• Many license holders seem to be acquiring multiple cultivation licenses.
• Just under 900 companies have secured the 1,732 cultivation licenses.
• 15 jurisdictions account for half of all licenses
• Oakland, Los Angeles, Sacramento, San Francisco, Carpinteria, Salinas, Buellton, Eureka, San

Jose, Arcata, Santa Barbara, Cathedral City, Desert Hot Springs, Lynwood, and Santa Rosa.

• 1 jurisdiction accounts for nearly 1 in 10 licenses in the state – Oakland (282 licenses).
• Three jurisdictions account for nearly 20% of licenses in the state
• Oakland (282 licenses), Los Angeles (203 licenses), and Sacramento (139 licenses).

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Unless otherwise stated all amounts are in USD

California Opportunity

• Lots of independent stores doing well, but few retail brands being established

across the state.

• Customers are loyal to dispensaries that provide exceptional user experience.
• Establish a network of retail dispensaries offering quality products, superior

service and expertise.

• Hub and spoke model supplying acquired retailers with high quality I-5 grown

products.

• Provide capital and management, economies of scale to targeted acquisition.
• Consolidate growers, processors, retailers.
• Mandatory testing will remove many products from marketplace.
• Establish a broad regional brand for consistent and quality product.
• Customers will pay a premium for a high quality, consistent product.

RETAIL LOGISTICS BRANDING The Opportunity: By License Numbers

Cul4vators 1,732 49% Manufacturers 564 16% Distributors 417 12% Dispensaries 316 9% Retailers 258 7% Delivery 112 3% Microbusinesses 96 3% Tes4ng 23 1%

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Unless otherwise stated all amounts are in USD

Our Pipeline

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Unless otherwise stated all amounts are in USD 12

Company LOI Defini0ve Agreement Regulatory Approval Closed California Mellow Extracts ✓ ✓ ✓ Pending MedMen (Santa Ana) ✓ ✓ N/A ✓ MedMen (W. Hollywood) ✓ ✓ N/A ✓ Chai Cannabis ✓ ✓ Castroville ✓ Washington Fine Detail Greenway ✓ ✓ ✓ Par4al Cascadia Gardens ✓ ✓ ✓ Par4al Mainstem ✓ ✓ N/A ✓

Deal Timeline – Platform for Growth

Unless otherwise stated all amounts are in USD

MedMen (Santa Ana Dispensary)

• 8,148 sq. ft. facility centrally located in Santa Ana, CA.
• Only city in Orange County to allow dispensaries.
• Orange County has over 3,000,000 inhabitants.
• Sales in first weekend of California recreational

legalization were up 400% from historical weekend average.

• Sales during January to March 2018 was

approximately $1.2 million.

• Repeat patients already make up over 50% of transactions,

looking to level out over 80%.

• MedMen dispensary patients spending $85.23 on average, on

par with West Hollywood store, and $20 more than competitors.

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Unless otherwise stated all amounts are in USD

MedMen (West Hollywood Dispensary)

• 2,010 sq. ft. facility centrally located in West Hollywood

(WeHo), CA.

• Local population base of 39,000.
• Represents approx. 10% of LA cannabis market.
• Recreational marijuana license allowance for marijuana

sales and small on-site cultivation.

• Market information (WeHo):
• Estimated medical market value (2025): US$6 million.
• Estimated adult-use market value (2025): US$60

million.

• Sales during January to March 2018 was approximately $6

million.

• Sales in first weekend of California recreational legalization

were up 500% from historical weekend average.

• MedMen dispensary patients spending ~$85 on average,

$20 more than competitors.

• Repeat patients already make up over 80% of visits.

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Unless otherwise stated all amounts are in USD 15

Capitola Healing Association Inc. (Chai)

• Revenue for the last 3 years was c.US$9 million and was

purchased for US$6.1 million.

• Chai is focused on being an elite high grade low cost

medical dispensary.

• Only sells lab tested and 100% indoor grown product.
• Consistently rated top 5 dispensaries in Santa Cruz.
• Chai is developing what will be one of Santa Cruz largest

glassware show room, focusing on:

• Unique designs and specialty blown pieces for

connoisseurs, and

• Largely discounted standard pieces.

Unless otherwise stated all amounts are in USD 16

Marina Caregivers Coop Inc.

• Operating for over 10 years serving Marina Del Rey, CA
• Focused on patient education to help individuals make

informed choices about cannabis

• Customer support unlike any other dispensary
• Peer support groups
• Marijuana 101 classes
• Cultivation classes
• Free chair massage days
• In 2017 sales of over $5,000,000 USD with net income of
• ver $2,900,000 USD (50.8% net income margin)
• 2018 sales tracking to beat previous year
• From 2016 to march 2018 assets grew 8x balanced by an

increase in equity from net income

Unless otherwise stated all amounts are in USD

Higher Level of Care

• Offer to acquire 100% equity under LOI.
• Asking price of $2,875,000.
• Due diligence request in progress.
• Serving multiple towns in California due to location
• Castroville
• Moss Landing
• Prunedale
• Elkhorn
• Watsonville
• Primarily Flower Sales but with a wide assortment of

edibles, concentrates, vapes, tinctures, etc.

• Averaging $450,000 in sales per month in 2017.

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Unless otherwise stated all amounts are in USD

Mellow Extracts Lab

• Secured location in Costa Mesa, conditional use permit granted,
• perations starting now.
• Permit also includes distribution license, increasing EBITDA

when distribution starts.

• USD $400,000 per month in orders.
• Joint Ventures with Big Foot Products & Aeroinhaler pending.
• Concentrates and Extracts highest margin sector in industry at

45%+ net.

• Mellow Lab CEO served on several state committees in the

legalization process.

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Unless otherwise stated all amounts are in USD 19

3863 Hannegan Road, Bellingham

• Investment: USD $285,000 + buildout Costs.
• Captor Capital Corp. to own all LCB approved assets & IP.
• Tier 2 license - 10,000 sq. ft. of canopy allowed, ~2,020 sq. ft. current

utilization after expansion, first harvest in November 2017.

• Estimated 86,260g of dry weight harvested (before trimmings and

loss) for sale in November 2017 at a minimum of $3.30 per gram.

• Approved for capsule manufacturing.
• New product line rolling out Q2 2018.

Unless otherwise stated all amounts are in USD 20

5373 Guide Meridian, Bellingham

• Investment: USD $650,000 cash + buildout costs.
• Captor Capital Corp. to own 100% of LCB approved assets & IP.
• Tier 2 license 10,000 sq. ft. capacity ~5,200 sq. ft. current utilization.
• Current location has potential to expand to nearly full 10,000 sq. ft.
• Q2 2018 revenues expected to be approximately USD $240k per

month, ~31% EBITDA margin.

Monthly sales from ~5,200 sq. ft.

• f grow space

Unless otherwise stated all amounts are in USD 21

5+ Million 600+ 400+

Packaging Units Sold Business Customers Unique SKU’s

Main Stem Goods and Services

• Investment: USD $550,000 for 9.9%.
• “Amazon” of the cannabis industry (“picks and

shovels”).

• Online procurement of supplies to all levels of

cannabis industry.

• Main Stem CEO is also Sr. VP of the Washington

State Cannabis Alliance.

• Stand alone IPO expected in 2018.
• No cannabis licensing needed, ability to do

business in all 50 states.

Unless otherwise stated all amounts are in USD

Our Performance

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Unless otherwise stated all amounts are in USD

Projected Revenue & Profits

2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 16,000,000 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019

Captor Subsidiary Income Proforma by Quarter

Gross Subsidiary Revenue Subsidiary EBITDA

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Unless otherwise stated all amounts are in USD 0x 50x 100x 150x 200x 250x 300x 350x 400x 450x Emerald Health MedMen Cronos Marapharm Hydrothecary iAnthus Canopy Aphria CannaRoyalty Supreme MedReleaf Organigram MPX Bio Kush BoYles Golden Leaf Captor

Enterprise Value / LTM Sales

Stock Comparative Valuation Multiples

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Captor Stock is materially undervalue based on cannabis trading mul4ples

Note: All data as of 30 May 2018 – Captor assuming no debt. Captor market valua4on based on es4mated stock price of CAD$0.30 and 786.9M shares outstanding.

Unless otherwise stated all amounts are in USD

Our Team

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Unless otherwise stated all amounts are in USD

Management Team

A balanced and diverse team with extensive experience in cannabis and M&A

• Mr. John Zorbas is an entrepreneur with a proven track record in the metals exploration

and development industry and the investment banking. He has held senior advisory positions in various facets of business including operations, marketing, sales, strategic planning and structured finance. Mr. Zorbas has been with the Company since June

• 2008. He also serves as URU Metals Ltd (Captor Capital investment) Chief Executive

Officer since 2 June 2014. He was appointed Chairman of Management Resource Solutions PLC in April 2017. He also served as the President of MGM Productions Group Inc a company focused in media and retail investments., as well as Director of both ZorCorp Capital Holdings and Starline Capital Holdings Infrastructure Fund. He served as the Chief Executive Officer and a Director of Monchhichi PLC (former: Mercom Capital PLC) until 23 December 2016. Mr. Zorbas also served as a Director of Stratton Capital Corp. until 20 October 2016. He is a founding shareholder of Asian Coast Development Ltd. Mr. Zorbas holds an Honors Bachelors in Economics from the University of Toronto.

John Zorbas

President and Director

Mr Shawn Groshans has approximately 20 years in merchant banking and corporate finance with experience in private equity investing, advising companies on mergers and acquisitions, capital raising, business development, and restructuring. Subsequent to his experience in banking he took a role as Head of Business Development for a global intelligence and cyber-security firm, in addition to his involvement in entrepreneurial ventures which includes the cannabis industry.

• Mr. Groshans serves as a Non-Executive Director for Tower Financial and he has

previously worked for Salamanca Group, Richmond Park Partners, S-RM and PwC.

Shawn Groshans

Head of Business Development

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Unless otherwise stated all amounts are in USD

Management Team

A balanced and diverse team with extensive experience in cannabis and M&A

• Mr. John MacPhail is most recently the founder and

CEO of Captor Capital Corp. I-5 Holdings Ltd. is a Canadian cannabis company focused on the USA sector. The company owns two dispensaries in California, partnered with two cultivators in Washington state, created growth in a goods and services procurement company, and assisted in the

• pening of a laboratory in California. Mr. MacPhail was
• ne of the first individuals to recognize the tighter

restrictions on retail/dispensary licenses in California and created a strategy going forwards for I-5 to leverage that restriction into a more profitable and defensible position for the company. Prior to his involvement in the US cannabis space he was Investment Banker he has assisted companies to raise funds and advised management on corporate strategy.

John MacPhail

Founder and CEO of I-5 Holdings Ltd (Subsidiary of Captor)

• Mr. Oliver Summers has been a Los Angeles Medical

Cannabis advocate since 2005, speaking and promoting cannabis numerous times on the behalf of

• patients. He has owned and operated three

dispensaries in LA since 2006 and is an experienced grower of boutique cannabis strains.

• Mr. Summers is an original member and moderator of

the Greater Los Angeles Collective Alliance (GLACA), a member of Americans For Safe Access (ASA), Marijuana Policy Project (MPP), Patients Advocacy Network (PAN). He is also a former member of the South Robertson Neighborhood Council, Pico Neighborhood Council, Melrose West Neighborhood Council and UFCW Local 770.

Oliver Summers

Director of Retail Dispensaries

• Mr. Matt Longo has over 15 years operating experience

in the cannabis industry and has extensive agricultural and supply chain knowledge. Additionally he has years

• f experience in general agriculture, and held various
• perational roles at Anheuser-Busch Distribution.
• Mr. Longo has guided the set-up of Prop 215 compliant

businesses in California and navigated the complex and multi-layered regulatory environments. Mr. Longo has

• wned and operated two cultivation facilities with a total
• f 20,000 square feet and employed roughly 100
• employees. Prior to his role with Captor he owned and
• perated a dispensary and was involved in three other

cannabis-related business ventures across the United States, including a 70-acre hemp production farm in Franklin, TN and a 22,000 acre licensed hemp farm in Madisonville, Kentucky. Both farms are licensed by the Department of Agriculture and subject to stringent protocols as a hemp producer.

Matt Longo

Director of Manufacturing & Cultivation

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Unless otherwise stated all amounts are in USD

Non- Executive Board Members

• Mr. Kloepper is a former Chief Executive Officer of

Frontier Lithium Inc. and has worked in investment banking and structured finance throughout a 30 year

• career. He has a rounded knowledge of the capital

markets, strategic growth and investments. In the past,

• Mr. Kloepper has worked in executive positions with JP

Morgan, Citibank, Bank of America, and North American Trust in Canada, the US and Europe. Currently, Mr. Kloepper is a director of a number of public companies listed in Canada and the U.S., which are involved in consumer finance, merchant banking, manufacturing and distribution. His responsibilities range from lead independent director to chairing audit/compensation

• committees. Notable directorships include: Award

Capital (Spot Coffee - food and beverage), National Construction, Mogul Energy (Oil and Gas), DealNet Capital (Consumer finance/merchant banking), Gilla Inc. (E cigarette manufacturer/distribution), Sofit Mobile (App. and technology incubator), and Pacific Software

• Inc. (Metal Fabrication).

Henry Kloepper

Director

• Mr. Appleby is a member of the Chartered Public

Accountants of Canada and Ontario, and President and Chief Executive of CFO Advantage Inc., a company that provides CFO, and other financial accounting and compliance services to companies in various industries including junior mining, manufacturing and distribution. Mr. Appleby is currently CFO of a number of reporting issuers in

• Canada. Mr. Appleby lives in Toronto, Canada.

Kyle Appleby

Director

• Mr. Dementev is an independent geophysics researcher.

He provides technological solutions and services to companies in various industries including manufacturing, distribution and mining. Mr. Dementev holds equivalent

• f Master Degree in Applied Physics from Rostov State

University and Post Graduated Degree in Analytical Chemistry from the Institute of Analytical Chemistry and Geo-Chemistry (both in Russian Federation). Mr. Dementev is currently the Chief Technology Officer for Klimov Design Bureau, leading several international hydrocarbons conversion projects. Mr. Dementev lives in Toronto, Canada.

Alexander Dementev

Director

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Unless otherwise stated all amounts are in USD

THANK YOU

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Captor Capital Corporation

4 King Street West, Suite 401, Toronto, ON M5H 1B6, Canada John Zorbas johnz@captorcapital.com