Captor Capital Corp. Announces Investment in I-5 Holdings Inc. and Private Placement Financing


I-5 Holdings Inc. is a Canadian company focused on the US recreational and medicinal cannabis industries

TORONTO, ONTARIO–(Marketwired – Nov. 29, 2017) – Captor Capital Corp. (“Captor” or the “Company”) (CSE:CPTR)(CSE:CPTR.CN)(CNSX:CPTR)(FRANKFURT:NMV) announced today that it entered into a non-binding term sheet with I-5 Holdings Inc. (“I-5 Holdings”) to acquire 12,500,000 common shares of I-5 at $0.40 per common share of I-5 Holdings for a total subscription of $5,000,000.

If this transaction is completed, Captor will hold approximately 21 percent of the issued and outstanding common shares of I-5 Holdings Inc. In consideration of Captor's investment and as a condition to closing, I-5 Holdings will grant an option to Captor (the “Option”) to acquire an additional number of common shares of I-5 equal to 29 percent of the issued and outstanding common shares of I-5 Holdings at a price of $0.60 per common share of I-5. If Captor choses to exercise its option it would bring its total shareholdings to 50 percent. The Option may be exercised at any time for 12 months following the closing date. The transactions described above are conditional on, among other things, the parties entering into definitive documentation and receipt of regulatory approvals.

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.

Captor Capital Corp. also announced today that it intends to complete a non-brokered private placement of units (“Units”) of up to $5,900,000, the proceeds of which will be used to complete the investment in I-5 Holdings. Each Unit will be sold at a price of $0.05 and will be comprised of one common share of Captor (a “Captor Share”) and one common share purchaser warrant (a “Warrant”). Each Warrant will entitle 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


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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