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Unless otherwise stated all amounts are in USD

A leading international Cannabis Investment Company

Canaccord Conference

1

May 2019


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.

2


About Captor Capital

3

▪ 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.


Our Portfolio of Brands and Operating Companies

4

Cultivation Manufacturing/Distribution Retail

Investments across all industry verticals

Bricks & Mortar Delivery

California

California

Michigan

Washington

Washington


Overview of Achievements

5

Jan 2018 –Agreed to acquire I-5 and its two MedMenbranded stores

Mar 2018 –Completed closing of MedMenequity investment

Aug 2018 –Signed LOI to acquire Chai Cannabis Co dispensary

Sep 2018 –Completed the Mellow Extracts Acquisition

Sept 2018 –Completed acquisition of Chai Cannabis Co dispensary

Nov 2018 –Signed LOI to acquire Santa Barbara dispensary

Dec 2018 –Acquired Higher Level of Care dispensary

Feb 2019 –Sold Medmenbranded dispensaries for $31mm

Feb 2019 –Branded all retail stores as Chai Cannabis

Mar 2019 –Signed LOI to acquire Type 7 manufacturing plant

Apr 2019 –Signed LOI to acquire Michigan retail, cultivation and manufacturing assets

2018

Today

▪ Cash & cash equivalents of c.+$50mm ▪ Unlevered balance sheet▪ Investments across all verticals▪ Solid operating base in California▪ Achieved MSO status in high value market of Michigan

Unless otherwise stated all amounts are in USD6

Company Licence(s) LOI Definitive Agreement

Regulatory Approval

Closed

Cal

ifo

rnia

Mellow Extracts ▪ Manufacturing▪ Distribution

✓ ✓ ✓ ✓

Chai Santa Cruz ▪ Retail▪ Delivery▪ Distribution (Pending)

✓ ✓ ✓ ✓

Chai Castroville ▪ Retail▪ Delivery

✓ ✓ ✓ ✓

Type 7 Extraction Facility

▪ Manufacturing ✓ In Process

Monterey County ▪ Retail▪ Delivery

✓ In Process

Goleta Santa Barbara ▪ Retail (Pending)▪ Delivery (Pending)

✓ In Process

Mic

hig

an Green Buddha and Other Michigan Assets

▪ Retail▪ Manufacturing▪ Cultivation

✓ In Process

Was

hin

gto

n

Fine Detail Greenway ▪ Cultivation ✓ ✓ ✓ ✓

Cascadia Gardens ▪ Cultivation ✓ ✓ ✓ ✓

Mainstem N/A ✓ ✓ N/A ✓

Summary of Our Portfolio – Status of M&A

All annual licence applications have been submitted and are on schedule

Unless otherwise stated all amounts are in USD7

▪ 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

Green Buddha – Under LOI

Michigan Asset Hub


Market – State of the Cannabis Industry

8

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

▪ 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

▪ 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


Market – A Variety of Challenges to Navigate

9

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


2019 Operational Strategy

10

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


Expected Results of Our Strategy

11

-

50,000,000

100,000,000

150,000,000

200,000,000

250,000,000

2019 2020

Total Revenue in US$

California Michigan

-

10,000,000

20,000,000

30,000,000

40,000,000

50,000,000

60,000,000

2019 2020

Total EBITDA in US$

California Michigan

47%

53%

34%

66%

56%

44%

41%

59%

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

Attractive EBITDA Results on an Unlevered Balance Sheet1-Assumes completion of all transactions under LOI by August 2019; and assumes completion of currently owned manufacturing operations by 30 June 2019


How We Compare to Our Peers

12

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 <75% 8.9x 37.9x 8.1x 16.7x $213 $53 $332 $109 0.4x 0.4x


Appendix

13


Jeffrey Berkowitz

US Legal Counsel

Mr. Berkowitz has practiced corporate, business

and tax law for more than 35 years. He has

extensive experience in a wide variety of

transactions in many industries, with particular

emphasis on structuring complex transactions,

including entity organization, financing, mergers

and acquisitions, real estate and US-Canada

cross-border transactions.

Since 2013, Mr Berkowitz has been actively

involved with the rapidly-growing cannabis

industry, assisting clients in obtaining financing,

securing licenses and acquiring cultivation

facilities and established dispensaries. Earlier in

his career, Mr. Berkowitz practiced as a

Certified Public Accountant.

Wayne Lipschitz

COO of wholly owned subsidiary

Mr. Lipschitz founded a professional firm that

provides outsourced back office accounting and

CFO services to the restaurant and retail

industries since January 2012. Mr. Lipschitz

also served as the outsourced President and/or

CFO for several restaurant concepts. Prior to

this Mr. Lipschitz held various CFO and

controller positions with private, public and

private equity backed companies such as

Spectrum Clubs, Inc. (Spectrum Athletic Clubs),

Grill Concepts. Inc. (Grill on the Alley and Daily

Grill), San Manual Band of Mission Indians (San

Manual Casino and other economic

developments), International Coffee & Tea, LLC

(Coffee Bean & Tea Leaf), The Cheesecake

Factory Incorporated (The Cheesecake

Factory), and Wolfgang Puck Food Company,

L.P. (Wolfgang Puck Cafes and frozen foods).

In addition, Mr. Lipschitz is a CPA and has

worked for a national CPA firm, Laventhol &

Horwath. Mr. Lipschitz holds a BS degree in

Accounting from California State University,

Northridge.

Management Team

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

14

John Zorbas

President and Director

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.

Shawn Groshans

Head of Business Development

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.


Gavin Davidson

Head of Communications

Mr Davidson has more than 20 years

of progressive PR experience and a

Masters in Strategic Communication

from the University of Central

Lancashire in the UK. Currently Mr.

Davidson leverages his extensive

and diverse communications

experience in driving Captor Capital‘s

media and investor relations

services.

With proven success in senior

agency and client side roles, he was

previously Vice President of

Communications for Asian Coast

Development, a Canadian company

building a $4 billion integrated resort

complex on the white sand beaches

of Vietnam.

Matt Longo

Director of Manufacturing &

Cultivation

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

of experience in general agriculture,

and held various operational 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 owned

and operated two cultivation facilities

with a total of 20,000 square feet and

employed roughly 100 employees.

Prior to his role with Captor he owned

and operated 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.

Joshua Lechner

Purchasing & Inventory Manager

Mr. Lechner has always been a

passionate activist within the

cannabis industry for over a decade.

As the purchasing Supervisor for

Captor, he has been with Chai since

2012, and has an extensive network

in the California cannabis industry.

Furthermore, he has a diverse

operating background ranging from

planting, cloning, and growing, to

harvesting, processing &

manufacturing, and retail dispensary

management.

Prior to his Purchasing Manager role

Mr. Lechner managed the Chai Santa

Cruz dispensary guiding it to a multi-

million dollar operating brand.

Oliver Summers

Director of Retail Dispensaries

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.

15

Operations Team

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


THANK YOU

16

Captor Capital Corporation

4 King Street West, Suite 401,

Toronto, ON M5H 1B6, Canada

John Zorbas

[email protected]

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