Captor Capital Corp.
CSE : CPTR
CSE : CPTR.CN
CNSX : CPTR
FRANKFURT : NMV

December 12, 2017 08:30 ET

Captor Capital Corp. Closes Private Placement in escrow raising $7,605,000

TORONTO, ONTARIO--(Marketwired - Dec. 12, 2017) - Captor Capital Corp. ("Captor" or the "Company") (CSE:CPTR)(CSE:CPTR.CN)(CNSX:CPTR)(FRANKFURT:NMV) announced today it closed in escrow a non-brokered private placement of units ("Units") raising $7,605,000 in gross proceeds (the "Financing"). Out of the proceeds raised, $5 million will be used to acquire 12,500,000 common shares of I-5 Holdings Ltd ("I-5 Holdings"), representing approximately 21% of the issued and outstanding common shares of I-5 Holdings (the "Share Purchase"). As part of the Share Purchase, Captor and I-5 will enter into an option agreement whereby Captor will have an option (the "Call Option") to acquire such number of common shares of I-5 that, after the exercise of the Call Option in full, Captor would own 50% of I-5 Holdings' common shares on a fully diluted basis, inclusive of the I-5 Holdings' common shares Captor owns at the time of exercise of the Call Option. All common shares of I-5 Holdings issued pursuant to the Call Option will be issued at a price of $0.60 per I-5 Holdings common share. The Financing closed in escrow pending the completion of the Share Purchase.

I-5 Holdings Inc. is a Canadian company focused on the US recreational and medicinal cannabis industries, with the goal of becoming a leading consumer-driven organization focused on delivering the highest quality cannabis products and experiences. With assets covering all three key verticals - cannabis production and processing, as well as a retail dispensary network - I-5 Holdings is uniquely positioned to benefit from the ongoing increase in legally available cannabis.

The company currently has operations in Washington and California, including core asset, MedMen, which operates I-5 Holdings' two dispensaries, including a 8,148 sq. ft. dispensary in Santa Ana, CA. Santa Ana is the only city within Orange County (population 3.17 million) to allow dispensaries and MedMen holds one of only 20 available licenses. I-5 Holdings also includes MainStem, a technology company that provides industry-leading products to cannabis businesses and Mellow Extracts, a service for hire extraction lab that serves as a wholesale supply chain partner for leading brands.

On the production side, I-5 Holdings includes a licensed I-502 producer/processor located in Washington that produces and supplies high grade cannabis products as a Tier 2 producer boasting a team with more than 10 years cultivation experience and a Bellingham, Washington based producer of superior cannabis and cannabis-infused products for recreational use specializing in indoor cannabis, hydrocarbon, and CO2 extracts.

Moving forward, I-5 Holdings will implement a strategy of acquiring profitable, established cannabis focused companies that require capital to scale. Target acquisitions will be limited to top quality operations with experienced management and defined business plans.

Each Unit was sold at a price of $0.05 and is comprised of one common share of Captor (a "Captor Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one Captor Share (a "Warrant Share") for a price of $0.10 for a period of 24 months after the date of issue. The Captor Shares, Warrants and Warrants Shares will be subject to a hold period of four months and one day after the date of issue.

Forward-Looking Statements

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This press release contains or refers to forward-looking information, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to availability of investment opportunities, economic circumstances, market fluctuations and uncertainties, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, and the other risks involved in the investment industry and junior capital markets. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.

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