Captor Capital Corp.’s Announces Closing of Acquisition of I-5 Holdings Ltd. in Escrow

TORONTO, Feb. 26, 2018 (GLOBE NEWSWIRE) -- Captor Capital Corp. (“Captor” or the “Company”) (CSE:CPTR) (FRANKFURT:NMV)(OTC:NWURF) announced today that the previously announced acquisition of all of the outstanding securities of I-5 Holdings Ltd. (“I-5 Holdings”) closed in escrow (the “Acquisition”). The Acquisition was completed pursuant to a merger agreement dated February 16, 2018 between Captor and I-5 Holdings whereby the holders of common shares of I-5 (“I-5 Shares”) received 2.6 common shares of Captor Capital Corp. (“Captor Share”) in exchange for each I-5 Share. Captor issued a total of 171,959,364 Captor Shares in consideration for the acquisition of all the issued and outstanding I-5 Shares at a deemed issue price of $0.20 per Captor Share. Following the Acquisition, the former shareholders of I-5 hold approximately 22.2% of the outstanding Captor Shares.

Approximately 70 per cent of the Captor Shares issued in consideration for the I-5 Shares are subject to a lock-up agreement under which 25 per cent of the Captor Shares subject to the lock-up agreement will become freely tradeable on May 23, 2018, a further 25 per cent will become freely tradeable on August 23, 2018 and the remaining 50 per cent will become freely tradeable on February 23, 2019.

As a result of the Acquisition, certain common share purchase warrants of I-5 are exercisable into 22,208,031 Captor Shares at an exercise price of $0.25 per Captor Share and other common share purchase warrants of I-5 are exercisable into 3,750,890 Captor Shares at an exercise price of $0.31 per Captor Share.

The closing of the Acquisition will be released from escrow pending the satisfaction of certain conditions precedent that were not satisfied by the closing date.

“The top-tier assets possessed by I-5 Holdings and the potential significant cash flow generated by these assets were the main motivating factors behind this acquisition,” said John Zorbas, President, Captor Capital. “I-5 is a perfect fit with our strategy of acquiring established companies and organizations with growth potential that require capital to scale.”

I-5 Holdings Ltd is a consumer-driven company with both production and retails assets focused on delivering the highest quality legal Cannabis products and premium retail experiences. I-5 owns two recreational cannabis dispensaries in southern California under the MedMen brand, one in West Hollywood and the other in Santa Ana.

I-5 currently owns two cannabis production and processing facilities in Washington State. Each of these facilities contains a Tier 2 license allowing for up to 10,000 sq. ft. of growing space.

I-5 Holdings also has investments in other verticals of the cannabis sector, including a 12.5 per cent stake in Main Stem Goods and Services, which is an online procurement portal for all levels of the cannabis industry.

“Captor’s resources and contacts will allow us to scale our current investments while providing opportunities for ongoing growth and expansion,” said John MacPhail, CEO, I-5 Holdings. “We look forward to working together to grow this company.”

About Captor Capital

Captor Capital Corp. is a Canadian investment firm listed on the Canadian Securities Exchange and the Frankfurt Stock Exchange. The company follows a strategy of acquiring profitable, established companies and organizations with growth potential that require capital to scale. Captor currently has investments in a number of companies spanning the technology, resource, and cannabis industries, including Millennial Esports, URU Metals, and I-5 Holdings, which owns the West Hollywood and Santa Ana MedMen cannabis dispensaries, amongst other assets.

For further information, please contact

Gavin Davidson, Communications
Captor Capital Corp.
705.446.6630
gavin.davidson@gmail.com

John Zorbas, President
Captor Capital Corp.
416.504.3978
Johnz@captorcapital.com

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.