Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.

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Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
A leading international Cannabis Investment Company

                                                                                  Canaccord Conference
                                                                                                 May 2019

Unless otherwise stated all amounts are in USD
                                                                                                            1
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
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.

       Unless otherwise stated all amounts are in USD
                                                                                                                                                      2
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
About Captor Capital

                                                                        ▪ Captor Capital Corp. (“Captor”) is a vertically integrated
                                                                          cannabis investment company listed on the Canadian
                                                                          Securities Exchange, OTC USA, and the Frankfurt Stock
                                                                          Exchange.

                                                                        ▪ Our primary investment strategy is to
                                                                              - Acquire leading cannabis companies across all
                                                                                 industry verticals
                                                                              - Develop brands which can be leveraged into new
                                                                                 markets- e.g. Michigan
                                                                              - Expand our investment portfolio across the USA
                                                                                 and eventually internationally
                                                                              - Identify and invest into synergistic industries such
                                                                                 as hemp based CBD

                                                                         ▪ Our goal is to build a valuable and sustainable portfolio of
                                                                           leading cannabis companies and provide a robust return to
                                                                           our shareholders.

Unless otherwise stated all amounts are in USD
                                                                                                                                          3
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
Our Portfolio of Brands and Operating Companies

              Cultivation                                       Manufacturing/Distribution                              Retail

         Washington
                                                                                                                    California

                                                                         California

                                                                                                      Bricks & Mortar            Delivery

         Washington
                                                                                                                    Michigan
                                                          Investments across all industry verticals
Unless otherwise stated all amounts are in USD
                                                                                                                                            4
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
Overview of Achievements

                ▪     Cash & cash equivalents of c.+$50mm
                ▪     Unlevered balance sheet
                ▪     Investments across all verticals
                                                                                                                                                             Today
                ▪     Solid operating base in California
                ▪     Achieved MSO status in high value market of Michigan
                                                                                                                                                                  Apr 2019 –
                                                                                                                                                                  Signed LOI to
                                                                                                                                                   Mar 2019 –     acquire
                                                                                                                                                   Signed LOI to Michigan retail,
                                                                                                                                   Feb 2019 –
                                                                                                                                                   acquire Type 7 cultivation and
                                                                                                                                   Branded all
                                                                                                                    Feb 2019 –                     manufacturing manufacturing
                                                                                                                                   retail stores
                                                                                                                    Sold                           plant          assets
                                                                                                     Dec 2018 –                    as Chai
                                                                                                                    Medmen         Cannabis
                                                                                                     Acquired       branded
                                                                                        Nov 2018 –   Higher Level
                                                                                        Signed LOI                  dispensaries
                                                                          Sept 2018 –                of Care        for $31mm
                                                                                        to acquire   dispensary
                                                                          Completed
2018                                                        Sep 2018 –    acquisition
                                                                                        Santa
                                                            Completed                   Barbara
                                            Aug 2018 –                    of Chai       dispensary
                                                            the Mellow    Cannabis Co
                                            Signed LOI      Extracts
                      Mar 2018 –            to acquire                    dispensary
                      Completed                             Acquisition
 Jan 2018 –                                 Chai
                      closing of            Cannabis Co
 Agreed to            MedMen
 acquire I-5                                dispensary
                      equity
 and its two          investment
 MedMen
 branded
 stores

       Unless otherwise stated all amounts are in USD
                                                                                                                                                                                    5
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
Summary of Our Portfolio – Status of M&A

                                   Company                  Licence(s)                LOI              Definitive           Regulatory   Closed
                                                                                                       Agreement             Approval
                               Mellow Extracts       ▪ Manufacturing                   ✓                   ✓                      ✓        ✓
                                                     ▪ Distribution
                                Chai Santa Cruz      ▪ Retail                          ✓                   ✓                      ✓        ✓
                                                     ▪ Delivery
                                                     ▪ Distribution (Pending)
                                                     ▪ Retail                          ✓                   ✓                      ✓        ✓
                California

                                Chai Castroville
                                                     ▪ Delivery
                               Type 7 Extraction     ▪ Manufacturing                   ✓               In Process
                                    Facility
                               Monterey County       ▪ Retail                          ✓               In Process
                                                     ▪ Delivery
                             Goleta Santa Barbara    ▪ Retail (Pending)                ✓               In Process
                                                     ▪ Delivery (Pending)
                              Green Buddha and       ▪ Retail                          ✓               In Process
                Michigan

                             Other Michigan Assets   ▪ Manufacturing
                                                     ▪ Cultivation

                             Fine Detail Greenway    ▪ Cultivation                     ✓                   ✓                      ✓        ✓
                Washington

                               Cascadia Gardens      ▪ Cultivation                     ✓                   ✓                      ✓        ✓

                                  Mainstem           N/A                               ✓                   ✓                      N/A      ✓

                                                        All annual licence applications have been submitted and are on schedule
Unless otherwise stated all amounts are in USD
                                                                                                                                                  6
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
Michigan Asset Hub
                            Green Buddha – Under LOI

▪   Joint venture
      - Captor to own 50.1%
      - Green Buddha Group to own 49.9%
      - Captor has option to purchase Green Buddha shareholding

▪   20 cannabis retail licenses

▪   8 cultivation licenses
      - 325,000 sq. ft. cultivation facility
      - Projected payback ~1.3 years

▪   2 processing licenses

▪   Bringing together Captor Capital’s strengths in the cannabis and capital markets
    with Green Buddha’s team’s expertise in the cannabis and retail tobacco store
    industries

Unless otherwise stated all amounts are in USD
                                                                                       7
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
Market – State of the Cannabis Industry

      ▪ Industry Growth for Foreseeable Future
                -     Legalisation expanding to new States
                -     Increase of recreational licencing
                -     Creation of new products (e.g. beverages)
                -     Regulators starting to address black market
                -     Maturing of brands

                                                                                   Source: Marijuana Business Daily 2018

                                                                                             ▪ California Led
                                                                                                      -     Biggest consumer market
                                                                                                      -     Lots of growth to go – once black market declines
                                                                                                      -     Forefront of brand development
                                                                                                      -     Top genetics and SOPs

               ▪ Multi-State Operator’s (“MSO”) Rewarded
                         -     Market rewarding:
                                  -     Market diversification
                                  -     Brand extension
                                  -     Barriers to entry
                         -     Likely will lead to acceleration of consolidation
                         -     Brand licencing will become competitive
                         -     Ability to monetise existing SOPs in new markets

Unless otherwise stated all amounts are in USD
                                                                                                                                                                8
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
Market – A Variety of Challenges to Navigate
             Competition
                 ▪ Black Market
                 ▪ Uncontrolled licencing can lead to substantial competition and impact profitability (size to survive)
                 ▪ CBD market

             Regulation
                   ▪ Highly fluid, incomplete, contradictory, time consuming……….and expensive!
                   ▪ 280E tax
                   ▪ Limited “Green Zones” creates hidden costs (e.g. higher than market property leases)
                   ▪ Lack of viable banking and finance
                   ▪ Construction and other regulatory permitting slow and cumbersome

             Interconnected Infrastructure
                   ▪ Despite industry growth many operations taking longer to get up and running – holds back the macro industry
                   ▪ Supply Chain Pricing Pressure
                         - Flower pricing dropping
                         - High end and bio-mass cultivators are surviving the others are at risk of dying
                         - At current prices chances are many smaller operators will struggle to survive
                         - Lots of oil production coming online

             Delivery Service
                   ▪ Historically marijuana is a delivery culture
                   ▪ Current delivery services expensive for retailers
                   ▪ Puts stress on brick and mortar retail owners who don’t develop delivery strategy
                   ▪ Impact on brick and mortar valuations unknown

Unless otherwise stated all amounts are in USD
                                                                                                                                   9
Canaccord Conference May 2019 - A leading international Cannabis Investment Company - Captor Capital Corp.
2019 Operational Strategy

                   California Market
                          ▪ Complete northern “California Retail Cluster”
                               - Leverage the Chaicannabis.com delivery service
                          ▪ Create our own branded products via our Type 7 and Type 6 facilities
                          ▪ Licence our brands to new markets
                          ▪ Expand our retail footprint in the south via acquisition of revenue producing stores
                          ▪ Potentially invest into cultivation for bio-mass to secure supply chain

                                                                         Michigan Market
                                                                               ▪ Complete the acquisition and integrate into Group
                                                                               ▪ Seek additional acquisitions to expand retail portfolio
                                                                               ▪ Standardise the Green Buddha Retail stores
                                                                               ▪ Initiate Green Buddha delivery service
                                                                               ▪ Licence California Brands for the local market
                                                                               ▪ Implement the cultivation facility with leading genetics and team
                                                                               ▪ Develop manufacturing and vertically integrate the operations

Global Market
     ▪ Identify new States in the USA to enter with large population
           - E.g. Florida
     ▪ Seek to acquire CBD companies that are synergistic
     ▪ Consider consolidation options that enhance market size
     ▪ Examine international options

    Unless otherwise stated all amounts are in USD
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Expected Results of Our Strategy

             Captor Expects Significant Revenue Growth Equating to $89.6mm and $206mm in 2019 and 2020, Respectively1

                                                        Total Revenue in US$                                                                                    Total EBITDA in US$

      250,000,000                                                                                                                               60,000,000

                                                                                                                                                50,000,000
      200,000,000

                                                                                                                                                40,000,000                              59%
      150,000,000
                                                                                           66%                                                  30,000,000
      100,000,000
                                                53%                                                                                             20,000,000    44%
       50,000,000                                                                          34%                                                  10,000,000    56%                      41%
                                                47%
                     -                                                                                                                                  -
                                              2019                                       2020                                                                2019                     2020

                                              California                  Michigan                                                                             California    Michigan

                                                                        Attractive EBITDA Results on an Unlevered Balance Sheet
1-Assumes completion of all transactions under LOI by August 2019; and assumes completion of currently owned manufacturing operations by 30 June 2019

           Unless otherwise stated all amounts are in USD
                                                                                                                                                                                              11
How We Compare to Our Peers
                                                         A Peer Group Comparison Indicates Substantial Undervaluation of Captor
                    Cannabis Comps
                    Apr 2019

                                                                                                    Consensus '19E Consensus '20E Consensus '19E         Consensus '20E
                                                 52-Week 52-Week FD Mkt.                      FD    EV /      EV /      EV /   EV /                               Rev     EBITDA
                    Company        Last Price     High     Low   Cap. ($M)               EV ($M)     Rev    EBITDA      Rev EBITDA      Rev EBITDA Rev EBITDA Growth Margin
                    Canopy                                        $14,440                 $14,650     21.9x   141.9x     12.9x  44.8x   $669  $103 $1,133 $327   69%   49%
                    Aurora                                         $8,950                  $9,030     14.4x   121.8x      6.6x  22.7x   $626   $74 $1,359 $397  117%   63%
                    Cronos                                         $5,994                  $5,959     51.7x   173.3x     24.2x  67.2x   $115   $34  $246   $89  114%   77%
                    Tilray                                         $5,460                  $5,400     37.7x   379.1x     16.9x 138.6x   $143   $14  $319   $39  123%   27%
                    Curaleaf                                       $4,070                    $420      1.4x      3.6x     0.7x   1.7x   $311  $116  $586  $245   89%   79%
                    Green Thumb                                    $2,990                  $2,230     10.6x    24.8x      2.7x   7.7x   $211   $90  $833  $290  296%  138%
                    Aphria                                         $2,410                  $2,500      6.7x    31.1x      3.5x  11.9x   $371   $80  $716  $210   93%   57%
                    Trulieve                                       $1,666                  $1,590      7.4x    16.6x      5.5x  12.2x   $216   $96  $292  $131   35%   60%
                    MedMen                                         $1,380                    $483      1.4x     -7.3x     0.7x  26.2x   $337  ($66) $707   $18  110%     5%
                    Hexo                                           $1,333                  $1,339      8.8x    48.3x      4.7x  16.9x   $152   $28  $286   $79   88%   52%
                    OrganiGram                                     $1,003                    $936      5.8x    14.6x      3.5x   9.4x   $161   $64  $271   $99   68%   62%
                    Green Organic                                   $841                     $882      2.9x    12.4x      1.5x   3.4x   $300   $71  $600  $259  100%   86%
                    CannTrust                                       $783                     $804      4.4x    24.9x      2.7x  14.8x   $185   $32  $301   $54   63%   29%
                    iAnthus                                         $769                     $415      2.3x    14.6x      1.2x   4.6x   $182   $28  $338   $90   85%   50%
                    Village Farms                                   $664                     $771      4.0x    26.1x      3.8x  18.3x   $193   $30  $204   $42     6%  22%
                    CannaRoyalty                                    $563                     $520      3.4x    25.6x      1.9x  10.2x   $155   $20  $269   $51   74%   33%
                    Supreme                                         $425                     $449      4.2x    15.5x      2.6x   7.4x   $107   $29  $176   $61   65%   57%
                    Flowr                                           $383                     $383     19.8x    56.3x      2.8x   8.3x    $19     $7 $138   $46  615%  238%
                    Liberty Health                                  $233                     $243      3.3x    18.6x      1.7x   5.4x    $75   $13  $146   $45   96%   60%
                    Cannex                                          $233                     $323     20.0x         -    31.7x      -    $16    nm    $10  nm   -37%     nm
                    WeedMD                                          $217                     $184      2.9x    10.4x      1.4x   4.4x    $64   $18  $132   $42  107%   66%
                    Captor                                            $41                     $81      0.9x      3.5x     0.4x   1.4x    $90   $23  $206   $59  129%   66%
                    Emblem                                          $185                     $185      2.5x    16.7x      1.3x   5.1x    $75   $11  $142   $36   88%   48%
                                                                             Average                 10.4x    53.3x      5.9x  20.1x    $208   $42  $409  $123  113%   65%
                                                                             High                    51.7x   379.1x     31.7x 138.6x    $669  $116 $1,359 $397  615%  238%
                                                                             Low                      0.9x     (7.3x)    0.4x   1.4x     $16  ($66)   $10  $18  -37%     5%
                                                                             Median                   4.4x    21.7x      2.7x   9.8x    $161   $29  $286   $70   89%   59%
                                                                             $1B+ EV                 19.9x   117.1x      9.6x  40.2x    $315   $57  $648  $183  113%   61%
                                                                             Sub-$1B Mkt Cap          5.9x    19.9x      4.3x  10.2x    $125   $29  $226   $74  112%   68%
                                                                             '20E Rev Growth >75%    11.2x    60.5x      4.7x  21.7x    $205   $36  $450  $130   1.5x  0.7x
                                                                             '20E Rev Growth
Appendix

 Unless otherwise stated all amounts are in USD
                                                  13
Management Team
                                                 A balanced and diverse team with extensive experience in cannabis and M&A
 John Zorbas                                          Shawn Groshans                                      Wayne Lipschitz                                      Jeffrey Berkowitz
 President and Director                               Head of Business Development                        COO of wholly owned subsidiary                       US Legal Counsel

 Mr. John Zorbas is an entrepreneur with a            Mr Shawn Groshans has approximately 20              Mr. Lipschitz founded a professional firm that       Mr. Berkowitz has practiced corporate, business
 proven track record in the metals exploration        years in merchant banking and corporate             provides outsourced back office accounting and       and tax law for more than 35 years. He has
 and development industry and the investment          finance with experience in private equity           CFO services to the restaurant and retail            extensive experience in a wide variety of
 banking. He has held senior advisory positions       investing, advising companies on mergers and        industries since January 2012. Mr. Lipschitz         transactions in many industries, with particular
 in various facets of business including              acquisitions, capital raising, business             also served as the outsourced President and/or       emphasis on structuring complex transactions,
 operations, marketing, sales, strategic planning     development, and restructuring. Subsequent to       CFO for several restaurant concepts. Prior to        including entity organization, financing, mergers
 and structured finance. Mr. Zorbas has been          his experience in banking he took a role as         this Mr. Lipschitz held various CFO and              and acquisitions, real estate and US-Canada
 with the Company since June 2008. He also            Head of Business Development for a global           controller positions with private, public and        cross-border transactions.
 serves as URU Metals Ltd (Captor Capital             intelligence and cyber-security firm, in addition   private equity backed companies such as
 investment) Chief Executive Officer since 2          to his involvement in entrepreneurial ventures      Spectrum Clubs, Inc. (Spectrum Athletic Clubs),      Since 2013, Mr Berkowitz has been actively
 June 2014. He was appointed Chairman of              which includes the cannabis industry.               Grill Concepts. Inc. (Grill on the Alley and Daily   involved with the rapidly-growing cannabis
 Management Resource Solutions PLC in April                                                               Grill), San Manual Band of Mission Indians (San      industry, assisting clients in obtaining financing,
 2017. He also served as the President of MGM         Mr. Groshans serves as a Non-Executive              Manual Casino and other economic                     securing licenses and acquiring cultivation
 Productions Group Inc a company focused in           Director for Tower Financial and he has             developments), International Coffee & Tea, LLC       facilities and established dispensaries. Earlier in
 media and retail investments., as well as            previously worked for Salamanca Group,              (Coffee Bean & Tea Leaf), The Cheesecake             his career, Mr. Berkowitz practiced as a
 Director of both ZorCorp Capital Holdings and        Richmond Park Partners, S-RM and PwC.               Factory Incorporated (The Cheesecake                 Certified Public Accountant.
 Starline Capital Holdings Infrastructure Fund.                                                           Factory), and Wolfgang Puck Food Company,
 He served as the Chief Executive Officer and a                                                           L.P. (Wolfgang Puck Cafes and frozen foods).
 Director of Monchhichi PLC (former: Mercom
 Capital PLC) until 23 December 2016. Mr.                                                                 In addition, Mr. Lipschitz is a CPA and has
 Zorbas also served as a Director of Stratton                                                             worked for a national CPA firm, Laventhol &
 Capital Corp. until 20 October 2016. He is a                                                             Horwath. Mr. Lipschitz holds a BS degree in
 founding shareholder of Asian Coast                                                                      Accounting from California State University,
 Development Ltd. Mr. Zorbas holds an Honors                                                              Northridge.
 Bachelors in Economics from the University of
 Toronto.

Unless otherwise stated all amounts are in USD
                                                                                                                                                                                                                     14
Operations Team
                                                 A balanced and diverse team with extensive experience in cannabis and M&A
                        Oliver Summers                         Matt Longo                                Joshua Lechner                           Gavin Davidson
                        Director of Retail Dispensaries        Director of Manufacturing &                Purchasing & Inventory Manager          Head of Communications
                                                               Cultivation
                        Mr. Oliver Summers has been a Los                                                Mr. Lechner has always been a             Mr Davidson has more than 20 years
                        Angeles Medical Cannabis advocate      Mr. Matt Longo has over 15 years          passionate activist within the           of progressive PR experience and a
                        since 2005, speaking and promoting     operating experience in the cannabis      cannabis industry for over a decade.     Masters in Strategic Communication
                        cannabis numerous times on the         industry and has extensive                                                         from the University of Central
                        behalf of patients. He has owned and   agricultural and supply chain             As the purchasing Supervisor for         Lancashire in the UK. Currently Mr.
                        operated three dispensaries in LA      knowledge. Additionally he has years      Captor, he has been with Chai since      Davidson leverages his extensive
                        since 2006 and is an experienced       of experience in general agriculture,     2012, and has an extensive network       and diverse communications
                        grower of boutique cannabis strains.   and held various operational roles at     in the California cannabis industry.     experience in driving Captor Capital‘s
                                                               Anheuser-Busch Distribution.              Furthermore, he has a diverse            media and investor relations
                        Mr. Summers is an original member                                                operating background ranging from        services.
                        and moderator of the Greater Los       Mr. Longo has guided the set-up of        planting, cloning, and growing, to
                        Angeles Collective Alliance (GLACA),   Prop 215 compliant businesses in          harvesting, processing &                 With proven success in senior
                        a member of Americans For Safe         California and navigated the complex      manufacturing, and retail dispensary     agency and client side roles, he was
                        Access (ASA), Marijuana Policy         and multi-layered regulatory              management.                              previously Vice President of
                        Project (MPP), Patients Advocacy       environments. Mr. Longo has owned                                                  Communications for Asian Coast
                        Network (PAN). He is also a former     and operated two cultivation facilities   Prior to his Purchasing Manager role     Development, a Canadian company
                        member of the South Robertson          with a total of 20,000 square feet and    Mr. Lechner managed the Chai Santa       building a $4 billion integrated resort
                        Neighborhood Council, Pico             employed roughly 100 employees.           Cruz dispensary guiding it to a multi-   complex on the white sand beaches
                        Neighborhood Council, Melrose West     Prior to his role with Captor he owned    million dollar operating brand.          of Vietnam.
                        Neighborhood Council and UFCW          and operated a dispensary and was
                        Local 770.                             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.

Unless otherwise stated all amounts are in USD
                                                                                                                                                                                            15
Captor Capital Corporation
                                                  4 King Street West, Suite 401,

THANK YOU                                         Toronto, ON M5H 1B6, Canada

                                                  John Zorbas
                                                  johnz@captorcapital.com

 Unless otherwise stated all amounts are in USD
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