Captor Capital Corp. Announces Acquisition of I-5 Holdings Ltd. and up to $20 Million Private Placement Financing

TORONTO, ONTARIO--(Marketwired - Jan. 5, 2018) - 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 Ltd. ("I-5 Holdings") to acquire all of the securities of I-5 Holdings, other than the 12,500,000 I-5 Holdings shares held by Captor (the "Captor Holdings"). In accordance with the term sheet, Captor will acquire the outstanding shares of I-5 Holdings at a price of $0.60 per I-5 Holdings share (other than the Captor Holdings shares) with common shares of Captor at a deemed issue price of $0.20.

It is expected that I-5 Holdings will amalgamate with a wholly owned subsidiary of Captor and each shareholder of I-5 Holdings (other than Captor) will receive three common shares of Captor for each share of I-5 Holdings. Captor will issue 220,526,148 common shares to the shareholders of I-5 Holdings (other than Captor) and, assuming completion of the acquisition of I-5 Holdings and raising the full $20 million pursuant to the private placement financing referred to below, the shareholders of I-5 Holdings will hold approximately 34.5% of the 639,767,490 Captor common shares to be issued and outstanding.

Additionally, there are 8,994,500 common share purchase warrants and 5 million stock options of I-5 that will become warrants and options of Captor based on the same exchange ratio. After completion of the amalgamation, I-5 Holdings will be a wholly owned subsidiary of Captor. Completion of the acquisition is subject to various conditions, including the approval of I-5 Holdings' shareholders and regulatory approval.

Captor is seeking to increase its investment I-5 Holdings in order to maximize the growth potential of the two I-5 Holdings dispensaries located in the Los Angeles area operating under the MedMen brand. The dispensaries, located in Santa Ana and West Hollywood, are two of seven currently licensed to sell recreational cannabis in the Greater Los Angeles Area. Recreational cannabis was legalized by the State of California on January 1^st, but the city of Los Angeles has yet to grant permits for any dispensaries within it's borders. As a result, the MedMen dispensaries in West Hollywood and Santa Ana - which were previously licensed to sell medicinal marijuana - are the closest options to buy legal recreational cannabis for the approximately 4 million residents of Los Angeles.