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December 2017
iAnthus Capital Holdings, Inc. CNSX: IAN OTCQB: ITHUF
2017 Company Overview
2
Disclaimer (1 of 2)
Business Overview • December 2017
Cautionary Note Regarding Forward-Looking Information
• This investor presentation, dated November 28, 2017 (this “Presentation”), contains “forward-looking information regarding iAnthusCapital 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 specificfactors 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 differmaterially from those contained in the forward-looking statements, there can be other factors that cause results, performance orachievements 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 tobe compliant with applicable U.S. state and local law, but are currently considered illegal under US Federal laws; change in laws; limitedoperating history; reliance on management; requirements for additional financing; competition; hindering market growth and stateadoption due to inconsistent public opinion and perception of the medical-use and adult-use cannabis industry and; regulatory or politicalchange. Forward-looking statements involve known and unknown risks, uncertainties and other factors. Many of these risk factors anduncertainties are disclosed in the Company’s Annual Information Form for the year-ended December 31, 2016 in a section entitled “RiskFactors” and other documents 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 futuredevelopments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in theseforward-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 Presentationare made as of the date of this Presentation. iAnthus disclaims any intention or obligation to update or revise such information, except asrequired by applicable law, and iAnthus does not assume any liability for disclosure relating to any other company mentioned herein.
Securities Laws
• This Presentation is for informational purposes and does not constitute an offer or a solicitation of an offer to purchase thesecurities 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 whatsoeverarising directly or indirectly from: (i) reliance on any information contained herein, (ii) any error, omission, or inaccuracy in anysuch 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 themedia, 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 industrypublications. iAnthus believes that the industry data is accurate and that the estimates and assumptions are reasonable, butthere is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the informationcontained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy orcompleteness of included information. Although the data is believed to be reliable, iAnthus has not independently verified anyof the data from third party sources referred to in this Presentation or ascertained the underlying economic assumptions reliedupon by such sources.
Additional Information
• Additional information pertaining to iAnthus has been filed electronically through SEDAR and is available at www.sedar.com oriAnthus’ website at www.ianthuscapital.com.
3Business Overview • December 2017
Disclaimer (2 of 2)
The iAnthus Opportunity
iAnthus operates best-in-class licensed cannabis
facilities throughout the United States providing
investors with diversified industry exposure
The iAnthus Mission
5Business Overview • December 2017
Why Invest in iAnthus?
6Business Overview • December 2017
Exposure to $50 billionU.S. Market
DiversifiedOperations
Proven Management
Team
Compelling Valuation
Near Term Catalysts
Fastest growing
industry in the U.S.
New York(1)
MassachusettsFlorida
VermontNew Mexico
Colorado
Expertise in:
Operations
Regulated industries
Healthcare
Lobbying
Real estate
Corporate finance
Trades at a significant discount to
Canadian LPs and U.S.
competitors
Opening of multiple
dispensaries and cultivation
facilities in New York and
Massachusetts
NOTES
(1) Assuming completion of Citiva acquisition announced August 14, 2017. Transaction expected to close Q4 2017
7
NOTES
(1) The Marijuana Business Factbook 2016, Marijuana Business Daily; Economic Factbook, CDC; The Future of Textbooks, Mckinsey & Company
(2) The Cannabis Industry Annual Report: 2017 Legal Marijuana Outlook, New Frontier Data.
$50 Billion Market Moving
from “Black to White”
$0.8
$1.5
$6.6
$10.0
$12.0
$19.6
$21.0
$35.9
$37.6
$50.0
$80.0
$101.5
$0 $50 $100
Girl Scout Cookies
E-Cigarettes
2016 Legal Cannabis Sales
Textbooks
National Football League
Craft Beer
Chocolate
Organic Food
Wine
Cannabis Demand
Tobacco
Beer
Sales (Billions USD)
$4.6
$5.7
$6.6
$8.0
$10.8
$13.4
$16.0
$0
$2
$4
$6
$8
$10
$12
$14
$16
$18
2014 2015 2016 2017 2018 2019 2020
Sale
s (B
illio
ns
USD
)
Exceptional Market Opportunity
Business Overview • December 2017
“Built in” 25% Compound
Annual Growth Rate
8
Recreational Use & Medical
Medical Only
CBD Only(1)
No Laws
State-Driven Legalization…
Business Overview • December 2017
Medical use in 29 states
Adult use in 8 states
93% ofAmericans have access
NOTES
(1) CBD Only states permits medicinal use of cannabis products that have little or no THC
9
• Bipartisan U.S. Congressional Support
• Rohrabacher-Farr Medical Cannabis Amendment
• "Cole Memo” from U.S. Dept. of Justice in 2013
Business Overview • December 2017
…and a Federal Government “Leading from Behind”…
Recently reinforced by U.S. Attorney General Jeff Sessions
10
• Commercial and investment banks
• Private equity and venture capital
• Tax and accounting
• Legal counsel
• Lobbying and regulatory
Business Overview • December 2017
…has led to Capital Sources and Business Advisors on the Sideline…
… and the iAnthus Opportunity
11Business Overview • December 2017
• Cannabis
• Operations
• Corporate finance
• Regulations
• Real estate
• Government relations
• Public company
The iAnthus Platform combines operations in multiple states and expertise across multiple disciplines
7Cultivation Facilities
4Processing Facilities
15Dispensaries
Operating in Six U.S. States(1)
NOTES
(1) Assuming completion of Citiva acquisition announced August 14, 2017. Transaction expected to close Q4 2017
12
Unparalleled Ability to Execute
Business Overview • December 2017
RANDY MASLOW
Co-founder & President
•CARLOS PEREA
COO
•KIM VOLMAN
CEO of Citiva
•HADLEY FORD
Co-founder & CEO
•JULIUS KALCEVICH
CFO & Director
•JOHN HENDERSON
Chief Development Officer
Finance and Capital
Markets
Operations
Regulatory and
Government Affairs
Real Estate and
Project Development
•DR. RICHARD BOXER
Board Member
iAnthus Operations
iAnthus is Operating in Six(1) States
14Business Overview • December 2017
Current investments
Active discussions
• Ownership: 79%(2)
• Investment: $11.7 million
• One of only three dispensary licenses in Boston
• Ownership: 100%(2)
• Investment: $0.9 million
• Potential to legalize adult use
New Mexico
Massachusetts
Vermont
Colorado
• 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 Citiva acquisition announced August 14, 2017. Transaction expected to close Q4 2017
(2) As of November 28, 2017, iAnthus has loaned Grassroots Vermont US$900,000 and Mayflower Medicinals US$11.7 million;
iAnthus holds the right to convert its loans into majority controlled positions and anticipates the conversion to occur by Q4 2017
Florida
• Ownership: 6.1%
• Investment: $3.0 million, $2.0 million credit facility
• Up to 25 dispensaries• Ownership: 25%
• Investment: $2.3 million
• One of the market share leaders
New York, New York it’s a Helluva State
15
New York Highlights:
• Large population of 20 million residents
• Only 10 licenses
• Vertically integrated licenses
• Wide range of secondary products allowed:
• Home delivery allowed
Business Overview • December 2017
16
The Citiva Acquisition
Business Overview • December 2017
NOTES
(1) For conservatism, we are including the anticipated 2018 and 2019 capex spend in the calculation of enterprise value for Citiva
Purchase Price
Form of Consideration
Acquisition Multiple(1)
Conditions and Timing
• US$18.0 million
• US$3.6 million payable in cash• US$14.4 million payable in IAN shares
• 2018E EV/EBITDA: 18.7x• 2019E EV/EBITDA: 2.1x
• New York State Department of Health approval; Canadian Securities Exchange approval; and completion of definitive documentation between parties
• Anticipated closing Q4 2017
New York
$18.0 million for one of ten
licenses in an addressable market of 20
million people
17
Citiva: One of Two in Brooklyn
Business Overview • December 2017
Artistic rendering
Brooklyn
2,600,000 people
One of two dispensaries
Brooklyn Highlights:
• 2.6 million residents
• One competitor
• Experienced team
• Great location
• Delivery allowed
• Open in Q2 2018
18
Citiva: Alone in Staten Island
Staten Island
500,000 people
Only one dispensary
Business Overview • December 2017
Staten Island Highlights:
• 500,000 residents
• No competitor
• Home base for our CMO
• Delivery allowed
• Open in Q2 2018
Massachusetts Highlights:
• 6.7 million residents
• 13.2 million people reside within 150 miles of Boston
• Recreational sales are expected to begin in July 2018
• 38% CAGR through 2025
• Limited number of operators
Massachusetts, The Colorado of the East
19Business Overview • December 2017
NOTES
(1) The Cannabis Industry Annual Report: 2017 Legal Marijuana Outlook, New Frontier Data
$52 $106
$150 $175 $200
$307
$554
$802
$0
$200
$400
$600
$800
$1,000
2016 2017E 2018E 2019E 2020E
Re
ven
ue
(M
illio
ns
USD
)
Massachusetts Cannabis Revenue(1)
Recreational Medical
$ 457
$ 1,020
$ 729
20
iAnthus in Massachusetts
• Mayflower Medicinals
• Cultivation and processing
• Prime retail location in a popular Boston(1) neighborhood
• Two additional locations
State Program
• Only 15 stores open
• Program allows flower, edibles, and other extracts
• Long list of indications, including chronic pain
• Full rec in July 2018
Boston
Massachusetts: Greenfield with Limited Competition
Business Overview • December 2017
NOTES(1) Provisionally licensed locations provide the ability to begin construction on facilities, with final license issued upon
successful state inspections
Artistic rendering
Mayflower Medicinals Dispensary
21
Mayflower: One of Three in Boston
Business Overview • December 2017
Artistic rendering
Boston
670,000 people
One of three dispensaries
Boston Highlights:
• 670,000 residents, 800,000 commuters and 150,000 students
• Two competitors
• Great location
• Delivery allowed
• Open in Q2 2018
iAnthus Moves to Florida
Let the Sun Shine in!
23
iAnthus enters the 4th largest state in the U.S. with 6.1% ownership and exclusive dealing period with GrowHealthy
Business Overview • December 2017
Florida Highlights:
• 20 million residents
• Limited number of operators
• Favorable demographics
• Wide range of indications
• Large variety of products
• Market estimated to reach US$1.0 billion by 2020 / 21(1)
NOTES
(1) ArcView
GrowHealthy: Open for Business
24
West Palm Beach (Flagship Store)
4,500 SFOpen: Q2 2018
Construction Start
5-Miles Radius Population
Nearest Competitor
Q1 2018 271,300 9 miles away
Current Canopy Space
Total Cultivation Facility
Processing Facility
10,000 SF ~200,000 SF 15,000 SF
• Inventory on hand• Deliveries have started
Business Overview • December 2017
Cultivation Facility – Lake Wales
Artistic renderings
Great location with limited competition
• 70,000 cars a day• Plenty of parking
Proforma East Coast Footprint
25
New York Massachusetts Vermont Florida Total
Population 20.0 million 6.8 million 0.6 million 20.6 million 48.0 million
2018E Market Size $340 million $455 million $20 million $380 million $1.2 billion
Expected Equity Ownership
100%(1) 79%(2) 100%(2) 6.1%
Facilities4 dispensaries1 cultivation
facility
3 dispensaries1 cultivation
facility
2 dispensary(3)
1 cultivation facility
25 disp.1 cultivation
facility
34 disp.4 cultivation
facilities
Competition1 of 10 licenses
1 of ~35 licenses
1 of 5 licenses1 of 17 licenses
15 weighted average
competitors
NOTES
(1) Assuming completion of Citiva acquisition announced August 14, 2017. Transaction expected to close Q4 2017
(2) iAnthus holds the right to convert its loans into majority controlled positions and anticipates the conversion to occur by Q4 2017
(3) Recent legislation allows Grassroots Vermont to open an additional dispensary (2 total) and will also grant one additional license (5 total)
Business Overview • December 2017
48.0 million residents and US$1.2 billion 2018 market with limited competition
Potential Addressable Market of US$8.0 Billion
26
If Florida and New York become full recreational, the market could expand to almost US$8.0 billion(1)
$2,196
$5,679
$7,875
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
Medical Recreational Medical & Recreational
Rev
enu
e (U
S$ m
m)
Illustrative Four State Footprint Near Term Market Revenue(2)
NOTES
(1) Company estimates. Assumes 1.5% penetration for medical markets and 8% penetration for recreational markets
(2) Illustrative four states footprint includes Massachusetts, Vermont, New York, and Florida. Refer to Appendix for detailed assumptions and calculations.
Business Overview • December 2017
The medical and full rec opportunity
iAnthus Investment Thesis
StateSample
OperatorMarket
PopulationDispensary
Competition(2)
Revenue per Dispensary
Operator #1Medical
675,000 1 of 3 $12 million
Operator #2Medical
275,000 2 of 3 $11 million
Operator #3Medical
300,000Sole
Dispensary
$10 million
Operator #4Medical
1,050,000 2 of 3 $12 million
StateSample
OperatorMarket
PopulationDispensary
Competition(2)
Revenue per Dispensary
Operator #1Medical
420,000 1 of 7 $25 million
Operator #2Medical
1,025,000 1 of 20 $10 million
Operator #3Medical &
Recreational650,000 5 of 140 $5 million
Operator #4Medical &
Recreational110,000 1 of 25 $12 million
Operator #5Medical &
Recreational2,850,000 10 of 200 $6 million
In the U.S., Revenues are Generated Through Dispensaries…
28
Dispensaries in Highly Competitive Markets(1) Dispensaries in Restricted License Markets(1)
NOTES
(1) Company estimates
(2) Estimated number of dispensaries located in the same market
Well located dispensaries generate millions in revenue
Business Overview • December 2017
29
…and More Dispensaries Means More Revenues
Business Overview • December 2017
NY 4
MA 3
CO 1
VT 2
+ New mkt 10
20 Dispensaries
NY 4
MA 3
CO 1
VT 2
+ New mkt 25
35 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
Re
ven
ue
/ D
isp
en
sary 20 25 30 35
$5.0 100.0 125.0 150.0 175.0
$10.0 200.0 250.0 300.0 350.0
$15.0 300.0 375.0 450.0 525.0
Illustrative Dispensaries Open
Re
ven
ue
/ D
isp
en
sary
Run-Rate 2018 Revenue (USD MM)
Illustrative Dispensaries:
Run-Rate 2019 Revenue (USD MM)
As iAnthus expands its operations,
revenues should grow rapidly
30
A Tale of Two Investments
Business Overview • December 2017
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 73 13.5(2) 82% fewer
Revenue Per Competitor
C$82.2 million C$722.0 million 9x more
Public Companies 24 1
Average / Current Market Cap
~C$607.9 million ~C$96.7 million(3) 84% discount
Public investors have one clear way to profit from the growth in the U.S. markets
No matter which metric you use, iAnthus has a
clear advantage
And yet trades at a significant discount to the
“average” Canadian LP
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) Assumes closing of Citiva transaction. Pro forma basic shares of 44.2 million times C$2.19 per share.
31
C$107.9 million
• 6.1% Florida (in exclusive dealing period)
• 100% New York(2)
• 100% Vermont
• 100% Organix
• 79% Massachusetts
• 25% New Mexico
C$579.4 million
• 100% Florida(3)
Current Enterprise Value(1)
VS
Current Enterprise Value(1)
Cannabis Assets / Licenses Owned Cannabis Assets / Licenses Owned
iAnthus has exposure to six states and still trades at an
~81% discount to Liberty Health Sciences
Business Overview • December 2017
NOTES
(1) Values as of November 28, 2017, iAnthus pro forma for Citiva acquisition
(2) Assuming completion of Citiva acquisition announced August 14, 2017. Transaction expected to close Q4 2017
(3) Liberty Health Sciences is a publicly traded entity in Canada, whose only asset is one of the twelve currently issued licenses in Florida
iAnthus vs. Liberty: Valuation Disconnect
iAnthus Highlights
32Business Overview • December 2017
Large U.S. market opportunityExposure to $50 billion
market
Compelling valuationLimited ways to participate in
the legalization of U.S. cannabis
Diversified operations Operating in six states(1)
Professional management teamBest-in-class team with decades of experience
NOTES
(1) Assuming completion of Citiva acquisition announced August 14, 2017. Transaction expected to close Q4 2017
Near term catalystsOpening of dispensaries and
cultivation facilities
Questions?
Contact Information: Investor Relations | 416.428.3533 | [email protected]
What About Trump?
34
Bipartisan Support:• 89% of Americans support medical cannabis
legalization (1)
• 60% of Americans support full legalization for adults 21+ (2)
• 62% of Congress supports cannabis (3)
Economic Impact:• $200 million of cannabis tax revenue generated
in Colorado alone in 2016
• 150,000 jobs created by the U.S. cannabis industry
Business Overview • December 2017
NOTES(1) Allow Marijuana for Vets with PTSD, Quinnipiac University National Poll, June 2016
(2) Support for Legal Marijuana Use Up to 60% in U.S., Gallup Poll, October 2016(3) NORML 2016 Congressional Scorecard
35
Pro-forma Capital Structure
Business Overview • December 2017
Capital Structure
Basic Shares Outstanding
Common (Voting) 26.35 M
Common (Class A: Non-Voting) 11.26 M
Pro forma NY Acquisition(1) 6.55 M
Total Basic Shares Outstanding 44.16 M
Dilutive Securities
Options (Strike C$1.35 – C$3.10) 3.99 M
Warrants (Strike C$1.74 – C$3.00) 1.70 M
Convertible Notes (US$1.65) 0.77 M
Unsecured Convertible Debentures (Strike C$3.10) 6.16 M
Total Dilutive Securities 12.62 M
Total Fully Diluted Shares Outstanding (Pro forma) 56.78 M
NOTES(1) Assumes share price of US$2.20