ianthus Capital Holdings, Inc. CNSX: IAN OTCQB: ITHUF

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1 ianthus Capital Holdings, Inc. CNSX: IAN OTCQB: ITHUF ianthus Analyst and Investor Conference Call Acquisition of Citiva Medical, LLC and Citiva, LLC February 2018

2 Disclaimer (1 of 2) 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 forwardlooking 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 operating 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 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. 2

3 Disclaimer (2 of 2) 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 of 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 or ianthus website at 3

4 ianthus Acquires Citiva 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. 4

5 The Citiva Acquisition Transaction Overview 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. 5

6 ianthus is Now Operating in Six States Current investments Active discussions Colorado 100% owner of key assets Investment: $5.2 million Market share leader in popular ski town Colorado New York Ownership: 100% Investment: $18.0 million Population of 20 million with 10 licenses state wide Vermont Ownership: 100% (1) Investment: $1.0 million First state to legalize adult use by state legislature Massachusetts Ownership: 100% (2) Investment: $11.7 million One of only three dispensary licenses in Boston Strategic Investment Loan Amount: $7.5 million Top 5 operator in the state New Mexico Ownership: 25% Investment: $2.3 million One of the market share leaders Florida Ownership: 100% Investment: $48.0 million Up to 25 dispensaries 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,

7 Proforma East Coast Footprint Population 2018E Market Size Expected Equity Ownership Facilities Competition 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) East Coast 48.4 Million $1.2 Billion 34 Dispensaries; 4 Cultivation Facilities 12 Weighted Average Competitors 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, ) 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) 7

8 ianthus Operational Summary

9 ianthus, Up and Running Artistic rendering Artistic rendering Artistic rendering 9

10 NY NY, it s a Helluva State ianthus enters the 4 th largest state in the U.S. with 100% ownership of Citiva 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 10

11 Increasing Momentum of Favorable Regulatory Changes Since its inception, the New York legislature has worked to improve the program for the patients of New York November 2016 Permitted nurses/physician s assistants to prescribe MMJ December 2016 Allowed MMJ usage in hospitals March 2017 Added chronic pain May 2017 Online access to practitioners who are allowed to prescribe medical marijuana November 2017 Added PTSD December 2017 Expanded the forms of consumption 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 11

12 Has led to a Broad and Encompassing Program 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 12

13 and Rapidly Growing Patient Registration Patient count has grown 231% in the last twelve months Current Market Landscape 45,000 40,000 New York Patient Growth Since January ,429 42,429 patients and 1,426 qualified physicians 10 approved Registered Organizations, only five currently active 35,000 30,000 25,000 20,000 15,000 12, dispensaries open throughout the state 10,000 5,

14 Citiva: Cutting Edge Cultivation Facility 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 Q Sample rendering Designed to support multiple phases of expansion 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) NOTES 1) Company estimates 14

15 Favorable Dispensary Locations in Key New York Markets Chemung County Only dispensary within a 40 mile radius One of two dispensaries within a 60 mile radius Slated opening Q 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 Q Orange County Proposed cultivation and manufacturing facility Slated opening Q Richmond County (Staten Island) Only dispensary on Staten Island Population of ~ 500k Currently has ~1,400 patients Slated opening Q Sample Rendering of a Citiva Dispensary 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 Q

16 Citiva Moving Forward Cultivation and dispensary plans position Citiva to efficiently enter an expanding market Q Q Q Q Delivery Launch with 1 vehicle Dispensary construction commence Construction continues Permitting and approvals Brooklyn and Staten Island dispensaries open Cultivation and processing construction commence Construction continues Construction continues Construction continues 16

17 Seasoned Management Team 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 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 17

18 Massachusetts: Pioneer in the East Voters in Massachusetts legalized adult use by ballot in November 2016 ~6.8 million population Only 19 current dispensaries open 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 NOTES 1) The State of Legal Marijuana Markets: 5 th Edition, ArcView Market Research 18

19 Mayflower Go-Forward Strategy Brand New Cultivation and Processing Facility 36,000 SF facility in Holliston First harvest in April 2018 Before After Plants in-place Targeting Highly Populated Retail Locations Prime retail location in a popular Boston neighborhood Two additional retail locations in the pipeline Delivery allowed Mayflower Medicinals Dispensary 19

20 Let the Sun Shine in! ianthus enters the 3 rd largest state in the U.S. with 100% ownership of GrowHealthy 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: 5 th Edition, ArcView Market Research 20

21 Florida Dispensary and Delivery: Expansion in 2018 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 yearend 2018 Lake Wales Open Tampa Open Q Statewide Delivery Orlando Open Q West Palm Beach Open Q

22 Vermont is Positioned for Growth 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 of 48% year-over-year 22

23 Vermont Legalizes Adult Use 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 9 th state to legalize adult use Allows possession of up to an ounce 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,

24 2018 Marks a Pivotal Year for ianthus Q Q Q Q Dispensary, cultivation, and processing construction commence Brooklyn and Staten Island dispensaries open; delivery launch Boston dispensary open; First harvest in Holliston Delivery launch; Begin cultivation and processing expansion Expand delivery West Palm Beach and Tampa dispensaries open Orlando dispensary open 24

25 Addressable Markets in the U.S.: ianthus vs. Competitors Store Geography Addressable Market Weighted Average Competitors Arizona, Massachusetts, Maryland (1), Nevada (1) California, Nevada Florida East Coast: Florida, Massachusetts, New York, Vermont 23 million 42 million 21 million 48 million s ianthus leads in every category except one valuation! Market Cap (millions) (2) C$289.4 C$400.0 C$472.3 C$291.9 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 25

26 A Tale of Two Investments Public investors have one clear way to invest in the growth of the U.S. markets 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 (2) 86% fewer Revenue Per Competitor C$71.4 million C$799.3 million 11x more Public Companies 25 1 No matter which metric you use, ianthus has a clear advantage Average / Current Market Cap (3) ~C$1.1 billion ~C$291.9 million 73% discount 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, ianthus pro forma for Citiva and GrowHealthy acquisitions 26

27 Why Invest in ianthus? Exposure to $50 billion U.S. Market Diversified Operations Proven Management Team Compelling Valuation Near Term Catalysts Expertise in: One of the fastest growing industries in the U.S. New York Massachusetts Florida Vermont New Mexico Colorado Operations Regulated industries Health care Governmental affairs Real estate 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 Corporate finance 27

28 Questions? Contact Information: Investor Relations