Acquisition of GrowHealthy

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IAnthus

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iAnthus

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Healthcare

Published

2018

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#1¡Anthus Capital Holdings, Inc. CNSX: IAN OTCQB: ITHUF ¡Anthus Analyst and Investor Conference Call Acquisition of the GrowHealthy Holdings, LLC Cannabis Business ¡Anthus January 2018#2Disclaimer (1 of 2) Cautionary Note Regarding Forward-Looking Information This investor presentation, dated January 17, 2018 (this "Presentation"), contains "forward-looking information regarding iAnthus Capital Holdings, Inc. ("¡Anthus" 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 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 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. ¡Anthus Acquisition Overview. January 2018 2#3Disclaimer (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. Ⓡ ¡Anthus' shares have not been and will not be registered under the United States Securities Act of 1933, as amended. ¡Anthus 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. ¡Anthus 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, ¡Anthus 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 www.sedar.com or ¡Anthus' website at www.ianthuscapital.com. ¡Anthus Acquisition Overview. January 2018 3#4¡Anthus Acquires Grow Healthy ¡Anthus is pleased to announce the acquisition of the cannabis business of 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. ¡Anthus ¡Anthus + Grow Healthy Acquisition Overview. January 2018 4#5Let the Sun Shine in! ¡Anthus enters the 3rd largest state in the U.S. with 100% ownership of Grow Healthy Welcome to FLORIDA THE SUNSHINE STATE ¡Anthus 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) 1) NOTES The State of Legal Marijuana Markets, 5th Edition - ArcView Market Research Acquisition Overview January 2018 5#6State of the Art Cultivation Facilities 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 ¡Anthus CULTIVATION LAB Current facility supports all phases of expansion Current 4,000 SF → 500 KG(¹) 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) NOTES 1) Company estimates Acquisition Overview. January 2018 6#7Flagship Dispensary in Palm Beach County 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 1-95 and Florida Turnpike ¡Anthus Flagship Dispensary - West Palm Beach Construction: Q2 2018 Open: Q3 2018 Artistic rendering SROWHEALTHY BEELDH ADVICE OUR STORY Acquisition Overview. January 2018 STATE OF THE ART 7#8The GrowHealthy Acquisition Purchase Price Form of Consideration Structure ¡Anthus Transaction Overview 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 • ¡Anthus 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 Acquisition Overview. January 2018 8#9Florida is a Large Addressable Market Broad qualifying conditions and ingestion methods drive a large addressable market 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 ¡Anthus 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) 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 Acquisition Overview. January 2018 9#10Impressive Patient Growth Patient count has grown 302% in the last six months Current Market Landscape 67,385 patients and 916 qualified physicians 13 approved Medical Marijuana Treatment Centers, only seven are authorized to sell 25 dispensaries open throughout the state ¡Anthus Florida Patient Growth Since June 2017 67,385 16,760 6/7/2017 7/12/2017 50,625 Patients Added 302% Increase in 6 months 8/23/2017 9/20/2017 10/26/2017 11/21/2017 12/8/2017 12/29/2017 1/12/2018 Acquisition Overview. January 2018 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 10#11GrowHealthy Enjoys a Significant Time to Market Advantage 09 Dispensary and delivery plans position GrowHealthy for rapid growth Q1 2018 Delivery Launch with 3 Vehicles Cultivation and Processing Expansion ¡Anthus Q2 2018 6 Vehicles Finalize Dispensary Construction Cultivation and Processing Expansion Q3 2018 6 Vehicles West Palm Beach and Tampa Dispensaries Open Cultivation and Processing Expansion Q4 2018 8 Vehicles Orlando Dispensary Open Cultivation and Processing Expansion Acquisition Overview. January 2018 11#12Best-in-Class Team ENTRIC POT OF GOLD ● THEACE ONSELL PLAYERS - ● An ● tropfe Darrin Potter ¡Anthus Management Eight years industrial cannabis cultivation Award winning cultivator from Colorado BS in Biology from the University of Central Florida Key Personnel Brian Brescia Certifications: CPA, PFS, CFP Co-founder of wealth management firm Masters level education in accounting 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 Acquisition Overview. January 2018 12#13Additional Dispensaries and Delivery Fleet... 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 ¡Anthus 09 09 Orlando Open Q4 2018 Tampa Open Q3 2018 Statewide Delivery 09 West Palm Beach Open Q3 2018 Acquisition Overview. January 2018 13#14...and More Dispensaries May Lead to More Revenues Run-Rate 2018 Revenue (USD MM) Revenue / Dispensary Illustrative Dispensaries Open $2.5 12.5 5 $5.0 25.0 Illustrative Dispensaries: $7.5 37.5 ¡Anthus 10 15 25.0 37.5 50.0 20 50.0 75.0 100.0 NY MA VT FL 11 Dispensaries 75.0 112.5 150.0 3 2 3 Revenue / Dispensary As iAnthus expands its operations, revenues should grow rapidly Run-Rate 2019 Revenue (USD MM) Illustrative Dispensaries Open $5.0 $10.0 $15.0 5 50.0 75.0 10 25.0 50.0 75.0 100.0 Illustrative Dispensaries: 15 20 100.0 150.0 200.0 150.0 225.0 300.0 NY ΜΑ VT FL 3 2 16 Dispensaries Acquisition Overview. January 2018 14#15● ● ¡Anthus is Operating in Six(¹) States Current investments Active discussions Colorado 100% owner of key assets Investment: $5.2 million Market share leader in popular ski town ORGANIX BRECKENRIDGE Colorado Strategic Investment Loan Amount: $7.5 million Top 5 operator in the state THE GREEN SOLUTION ¡Anthus ● ● New York (¹) Ownership: 100% • Investment: $18.0 million ● Population of 20 million with 10 licenses state wide CITIVA New Mexico Ownership: 25% Investment: $2.3 million One of the market share leaders 3) Remold Greenleaf Associates, LLC Vermont Ownership: 100% (²) • Investment: $1.0 million ● Potential to legalize adult use ● ● grassroots vermont Massachusetts Ownership: 100% (³) Investment: $11.7 million • One of only three dispensary licenses in Boston Mayflower Florida Ownership: 100% Investment: $48.0 million Up to 25 dispensaries Grow Healthy 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 Assuming exercise of option to acquire remaining 20% of Massachusetts for an additional $4.0 million, announced January 2, 2018 Acquisition Overview . January 2018 15#16iAnthus, Up and Running Mayflower CITIVA MEDICAL Artistic rendering Artistic rendering ¡Anthus CITIVA $10 Grow Healthy Artistic rendering grassroots vermont Acquisition Overview. January 2018 16 ADVICE#17Proforma East Coast Footprint Population 2018E Market Size Expected Equity Ownership Facilities Competition New York ICITIVA 20.0 million $340 million 100% (¹) 4 dispensaries 1 cultivation facility 1 of 10 licenses Massachusetts Vermont Mayflower 6.8 million $455 million 100% (2) 3 dispensaries 1 cultivation facility 1 of ~35 licenses 4) grassroots 2) vermont 0.6 million $20 million 100%(3³) 2 dispensary (4) 1 cultivation facility 1 of 5 licenses Florida Grow Healthy 21.0 million $380 million 100% 25 disp. 1ultivation facility 1 of 13 licenses Total 48.4 million $1.2 billion 34 disp. 4 cultivation facilities 48.4 million residents and US$1.2 billion 2018 market with limited competition NOTES ¡Anthus 1) Assuming completion of acquisition. Transaction expected to close Q1 2018 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 Recent legislation allows Grassroots Vermont to open an additional dispensary (2 total) and will also grant one additional license (5 total) 17 Acquisition Overview. January 2018 12 weighted average competitors#18A Tale of Two Investments Public investors have one clear way to invest in the growth of the U.S. markets Population Near Term Rec and Medical Market Competitors Revenue Per Competitor Public Companies Average / Current Market Cap ¡Anthus Canada (Vertically Int) 36 million C$6.0 billion 84 C$71.4 million 25 ~C$1.2 billion ¡Anthus East Coast Markets (¹) 48 million C$9.8 billion 12(2) C$799.3 million 1 ~C$253.5 million (³) 3) Metric 33% larger 64% larger 86% fewer 11x more ¡Anthus 79% discount No matter which metric you use, ¡Anthus has a clear advantage NOTES 1) East coast markets include Massachusetts, Vermont, New York, and Florida Weighted average license holders by population in Massachusetts, Vermont, New York, and Florida Pro forma for Citiva and GrowHealthy transactions, exercise of Massachusetts option, and $20 million financing 2) Acquisition Overview. January 2018 18#19Why Invest in iAnthus? Exposure to $50 billion U.S. Market One of the fastest growing industries in the U.S. ¡Anthus Diversified Operations New York (¹) Massachusetts Florida Vermont New Mexico Colorado Proven Management Team Expertise in: Operations Regulated industries Health care Governmental Affairs Real estate Corporate finance Compelling Valuation Trades at a significant discount to Canadian LPs and U.S. competitors Near Term Catalysts 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 Acquisition Overview January 2018 19#20Questions? ¡Anthus Contact Information: Investor Relations | 416.428.3533 | [email protected]

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