Driven to Lead November 2018 CNSX: IAN CNSX: MPX OTCQX: ITHUF OTCQX: MPXEF
Disclaimer Cautionary Note Regarding Forward-Looking Information This investor presentation dated October 18, 2018 contains certain “forward - looking information” or “forward - looking statements” as defined under applicable securities laws (collectively, “forward - looking information”) that involve a number of risks and uncertainties. Forward -looking information includes all statements that are predictive in nature or depend on future events or conditions. Forward-looking information can often be identified by forward- looking words such as “will”, “could”, “should”, “may”, “anticipates”, “believes”, “expects”, “plans”, “intends”, “estimates”, “potential”, and similar expressions. Statements regarding the operations, busine ss, financial condition, priorities, ongoing objectives and outlook of iAnthus Capital Holdings, Inc. (“ iAnthus ”), MPX Bioceutical Corporation (“ MPX ”), the combined company, and 2660528 Ontario Ltd., being the company resulting from the spin- out of MPX’s non - U.S. businesses (“ MPX International ”) other than statements of historical fact, constitute forward -looking information. Forward-looking information is not a guarantee of future performance and should not be unduly relied upon. Forward-looking information reflects the analysis of the management of the parties only as of the date hereof, and which by its nature involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions and various future events will not occur. The parties do not undertake any obligation to release publicly the results of any revision to the forward-looking information unless otherwise required by applicable law. In addition to the information contained in the pro forma financial information, this presentation includes forward-looking information relating to: the arrangement agreement between the parties dated October 18, 2018 (the “ Arrangement Agreement ”) and the timing of approvals related thereto; o the proposed acquisition of the MPX common shares by iAnthus, the issuance of the MPX International shares and the business, operation and financial performance and condition o of the combined company and MPX International following completion of the transaction contemplated in the Arrangement Agreement (the “ Arrangement ”); synergies and financial impact of the Arrangement; o the growth in the medical and adult-use cannabis industry; and o the growth in the combined company’s market share, o and such is based on current expectations and beliefs concerning future developments and their potential effects on iAnthus, MPX, the combined company and MPX International. Assumptions, including among other things, that the shareholders of MPX will approve the Arrangement, that all regulatory approvals will be obtained, and that all of the conditions to the completion of the Arrangement transaction will be satisfied or waived, have been made. Although it is believed that the expectations and assumptions are reasonable, there can be no assurance that the forward-looking information included herein will prove to be accurate. Forward-looking information is subject to a number of known and unknown risks and uncertainties (some of which are beyond the control of the parties) and other factors that could cause actual results or performance to be materially different from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from any forward-looking information include, but are not limited to: the ability of each party to satisfy all of the conditions to complete the Arrangement transaction; o the possibility that the MPX shareholders do not approve the Arrangement; o that all regulatory approvals will not be obtained and all other conditions to completion of the Arrangement will not be satisfied or waived; o the business of iAnthus and MPX not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; o capital requirements; o delays in obtaining or inability to obtain additional financing, if required, on commercially suitable terms; and o changes in national, state and local government legislation in the United States or any other country in which iAnthus and MPX currently, or the combined company may in the o future, carry on business. 2
Disclaimer (cont’d) Cautionary Note Regarding Forward- Looking Information (cont’d) These factors are not intended to represent a complete list of the general or specific factors that could affect the parties and the combined company after giving effect to the transactions contemplated by the Arrangement. Further details on key risks in respect of the parties can be found in iAnthus’ an d MPX’s respective disclosure documents filed with securities regulators and available at www.sedar.com, including in respect of iAnthus, its short form prospectus dated October 3, 2018 and its Annual Information Form for the year ended December 31, 2017 and in respect of MPX, its annual Management Discussion and Analysis dated August 2, 2018. Market and Industry Data This presentation includes market and industry data that has been obtained from third party sources, including industry publications. The parties believe 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 the 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, the parties have 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. 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. The shares of iAnthus have not been and will not be registered under the United States Securities Act of 1933, as amended. 3
Landmark Transaction Pro Forma CNSX: IAN CNSX: MPX Footprint 6 States 5 States 10 States Addressable Population 56 million 63 million 112 million Cultivation / Processing Facilities 8 6 14 Dispensaries 46 10 56 F.D. Market Capitalization 1, 2 C$870 million C$640 million C$1,705 million NOTES 1) Stock price as of closing on October 17, 2018 2) Assumes all of MPX’s dilutive securities are exercised prior to completion of the transaction 4
Structure and Timing of the Transaction iAnthus to acquire all of the common shares of MPX o Proposed Court approved Plan of Arrangement o Transaction Pro forma ownership of 51% iAnthus and 49% MPX o Pro forma cash balance of approximately ~C$58 million o 0.1673 iAnthus shares, an implied price of ~C$1.28 per MPX common share o Premium of approximately 30.6% based on the closing prices of iAnthus and MPX as o Consideration of October 17 to MPX Newly formed MPX International common shares, which will result in the MPX o Shareholders shareholders receiving 100% of MPX International Offered equity value of C$835 million 1 before giving effect to MPX International o MPX will transfer its non-U.S. businesses to a newly incorporated company o MPX International will be listed and traded on a recognized stock exchange Spinout of Non- o U.S. Assets Adequate working capital to provide for its growth, minimum of US$4 million o Newly formed board of directors and management team o 5 NOTES (1) Assumes all of MPX’s dilutive securities are exercised prior to completion of the transaction
Structure and Timing of the Transaction MPX shareholder approval o Customary regulatory and court approvals as well as other closing conditions o Timeline to Mailing of the special meeting materials is expected to occur during December o Approvals and 2018 Conditions Special meeting of MPX shareholders is expected to occur during January 2019 o The acquisition is expected to be completed in January 2019 o MPX is subject to non-solicitation provisions and iAnthus reserves a right to match an o unsolicited superior proposal A termination fee of C$25 million is payable to iAnthus if the arrangement is o Deal Protection terminated in favor of an unsolicited superior proposal The arrangement agreement includes other customary termination provisions under o certain circumstances 6
iAnthus: Driven to Lead o Powerful combination of operational scale in high growth markets Top Tier Size and Scale o 10 states, allowing for up to 56 dispensaries o Addressable market of 112 million people o National platform taking shape with two super-regional footprints firmly in place Huge Growth Opportunity o Accelerating momentum and transformation for the combined entity o Funded for growth with ~C$58 million in cash o Continued M&A leadership with 17 transactions (including this one!) in the Leading Capital Markets last 24 months Position o Proven access to capital markets to finance continuous expansion o Proven world-class management team with deep experience in operations, Proven Management capital markets, and regulated business 7
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