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 the GrowHealthy Holdings, LLC Cannabis Business January 2018 Disclaimer (1 of 2) Cautionary Note Regarding Forward-Looking


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January 2018

iAnthus Capital Holdings, Inc.

CNSX: IAN OTCQB: ITHUF

iAnthus Analyst and Investor Conference Call Acquisition of the GrowHealthy Holdings, LLC Cannabis Business

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SLIDE 2

2

Disclaimer (1 of 2)

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

  • This investor presentation, dated January 17, 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 • January 2018

Disclaimer (2 of 2)

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SLIDE 4
  • iAnthus is pleased to announce the

acquisition of the cannabis business

  • f GrowHealthy Holdings, LLC

(“GrowHealthy”).

  • GrowHealthy’s subsidiary is one of 13

current Florida Medical Marijuana Treatment Centers (“MMTCs”) licensed to provide medical cannabis to registered patients throughout the state of Florida.

iAnthus Acquires GrowHealthy

4 Acquisition Overview • January 2018

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Let the Sun Shine in!

5

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

  • wnership of GrowHealthy

Acquisition Overview • January 2018

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)

NOTES

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

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State of the Art Cultivation Facilities

6 Acquisition Overview • January 2018

Facility Overview

  • 33 acre campus in Lake Wales, FL
  • ~200,000 SF of total facility

space, 15,000 SF for lab and commercial kitchen

  • Room to significantly expand

facility to meet increasing demand

  • Capable of producing 18,000

KG(1) of medical cannabis annually once fully built out

  • 32,000 grams currently ready for

processing

Phase 1 30,000 SF → 4,000 KG (1) Phase 2 43,000 SF → 6,000 KG (1) Phase 3 90,000 SF → 13,000 KG (1) Phase 4 121,000 SF → 18,000 KG (1) Current 4,000 SF → 500 KG(1) Current facility supports all phases of expansion

NOTES

1) Company estimates

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SLIDE 7

Flagship Dispensary in Palm Beach County

7 Acquisition Overview • January 2018

Flagship Dispensary – West Palm Beach

Key Highlights

  • Lease has been executed
  • 4,500 SF building allows for a unique

patient experience and effective delivery hub

  • 70,000 cars pass the dispensary location

daily

  • Freestanding building with sizeable

parking lot

  • Easy access from I-95 and Florida

Turnpike

Construction: Q2 2018 Open: Q3 2018

Artistic rendering

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8

The GrowHealthy Acquisition

Acquisition Overview • January 2018

Purchase Price Form of Consideration Structure

  • US$48.0 million for 100%
  • US$12.5 million cash for real estate and cultivation facilities
  • US$5.0 million cash for purchase of Bond posted with the state
  • US$30.5 million payable in ~12.1 million IAN shares
  • US$48.0 million total purchase price
  • iAnthus management company will manage all aspects of the

Florida cannabis business and receive the full economic benefits of the licensed operations

  • Management company has an option to acquire the Florida

license holder for nominal consideration, subject to regulatory approval Transaction Overview

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Florida is a Large Addressable Market

9 Acquisition Overview • January 2018

Market Improvements

  • Current initiatives by various

groups have potential to expand the market even further – possibly allowing for smokable flower and more forms of edibles

Qualifying Conditions Chronic Pain Cancer Glaucoma Epilepsy HIV/AIDS PTSD ALS Crohn’s Disease Parkinson’s Disease Multiple Sclerosis Ingestion Methods Vaporization Tinctures Topicals Sprays Capsules Syringe Edibles(1)

Broad qualifying conditions and ingestion methods drive a large addressable market

NOTES

1) According to SB 8-A, MMTCs may not begin processing or dispensing edibles until the DOH determines certain rules regarding the production of edibles. Rules are expected to be released in 2018

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Impressive Patient Growth

10 Acquisition Overview • January 2018

Current Market Landscape

  • 67,385 patients and 916

qualified physicians

  • 13 approved Medical

Marijuana Treatment Centers,

  • nly seven are authorized to

sell

  • 25 dispensaries open

throughout the state

  • 10,000

20,000 30,000 40,000 50,000 60,000 70,000 80,000

16,760 67,385

Florida Patient Growth Since June 2017

Patient count has grown 302% in the last six months

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GrowHealthy Enjoys a Significant Time to Market Advantage

11 Acquisition Overview • January 2018

Q1 2018 Q2 2018 Q3 2018 Q4 2018

Delivery Launch with 3 Vehicles 6 Vehicles 6 Vehicles 8 Vehicles Finalize Dispensary Construction West Palm Beach and Tampa Dispensaries Open Orlando Dispensary Open Cultivation and Processing Expansion Cultivation and Processing Expansion Cultivation and Processing Expansion Cultivation and Processing Expansion

Dispensary and delivery plans position GrowHealthy for rapid growth

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Best-in-Class Team

12 Acquisition Overview • January 2018

Management

Darrin Potter

  • Eight years industrial cannabis

cultivation

  • Award winning cultivator from

Colorado

  • BS in Biology from the

University of Central Florida Brian Brescia

  • Certifications: CPA, PFS, CFP
  • Co-founder of wealth

management firm

  • Masters level education in

accounting

Key Personnel

  • 27 total current employees at GrowHealthy
  • Cultivation team has extensive experience in industrial cannabis
  • Extraction Lab Manager has industry experience with a focus in creating differentiated

products and market-specific formulations

  • Security Manger is ex-US Military Police with loss prevention experience at large retailers
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Additional Dispensaries and Delivery Fleet…

13 Acquisition Overview • January 2018

Dispensary Expansion

  • Completion of Palm Beach

County dispensary creates a model for additional dispensaries across the state

Statewide Delivery

  • Delivery will begin out of the

Lake Wales facility

  • Dispensaries will become

delivery hubs upon completion

  • Expected to have three

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

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

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14

…and More Dispensaries May Lead to More Revenues

Acquisition Overview • January 2018

NY 3 MA 3 VT 2 FL 3 11 Dispensaries NY 4 MA 3 VT 2 FL 7 16 Dispensaries

Illustrative Dispensaries: 5 10 15 20 $2.5 12.5 25.0 37.5 50.0 $5.0 25.0 50.0 75.0 100.0 $7.5 37.5 75.0 112.5 150.0 Illustrative Dispensaries Open Revenue / Dispensary 5 10 15 20 $5.0 25.0 50.0 75.0 100.0 $10.0 50.0 100.0 150.0 200.0 $15.0 75.0 150.0 225.0 300.0 Illustrative Dispensaries Open Revenue / Dispensary

Run-Rate 2018 Revenue (USD MM)

Illustrative Dispensaries:

Run-Rate 2019 Revenue (USD MM)

As iAnthus expands its

  • perations,

revenues should grow rapidly

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iAnthus is Operating in Six(1) States

15 Acquisition Overview • January 2018

Current investments Active discussions

  • Ownership: 100%(3)
  • Investment: $11.7 million
  • One of only three dispensary

licenses in Boston

  • Ownership: 100%(2)
  • Investment: $1.0 million
  • Potential to legalize adult use

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(1)

NOTES

1) Assuming completion of acquisition. Transaction expected to close Q1 2018 2) As of January 1, 2018 Grassroots entered into a management contract with iAnthus owned management company 3) 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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iAnthus, Up and Running

16 Acquisition Overview • January 2018

Artistic rendering Artistic rendering Artistic rendering

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Proforma East Coast Footprint

17 Acquisition Overview • January 2018

New York Massachusetts Vermont Florida Total

Population

20.0 million 6.8 million 0.6 million 21.0 million 48.4 million

2018E Market Size

$340 million $455 million $20 million $380 million $1.2 billion

Expected Equity Ownership

100%(1) 100%(2) 100%(3) 100%

Facilities

4 dispensaries 1 cultivation facility 3 dispensaries 1 cultivation facility 2 dispensary(4) 1 cultivation facility 25 disp. 1 cultivation facility 34 disp. 4 cultivation facilities

Competition

1 of 10 licenses 1 of ~35 licenses 1 of 5 licenses 1 of 13 licenses 12 weighted average competitors

NOTES

1) Assuming completion of acquisition. Transaction expected to close Q1 2018 2) Assuming exercise of option to acquire remaining 20% of Massachusetts for an additional $4.0 million, announced January 2, 2018 3) As of January 1, 2018 Grassroots entered into a management contract with 100% owned iAnthus management company 4) Recent legislation allows Grassroots Vermont to open an additional dispensary (2 total) and will also grant one additional license (5 total)

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

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A Tale of Two Investments

Acquisition Overview • January 2018

Canada (Vertically Int) 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 ~C$1.2 billion ~C$253.5 million(3) 79% 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) Pro forma for Citiva and GrowHealthy transactions, exercise of Massachusetts option, and $20 million financing

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Why Invest in iAnthus?

19 Acquisition Overview • January 2018

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(1) 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

NOTES

1) Assuming completion of acquisition. Transaction expected to close Q1 2018

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Questions?

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