Top picks - The Globe and Mail
Transcription
Top picks - The Globe and Mail
DHX Media Ltd. (DHX.B-TSX, $7.89, BUY, PT $13.00) Bullish Content Thesis in Middle Innings! Significantly Stronger Line-Up Entering 2016. TSO3 Inc. (TOS-TSX, $1.90, BUY, PT $3.10) Abundant upside still remains for one of our strongest 2015 performers. Cipher Pharmaceuticals Inc. (CPH-TSX/CPHR-NASDAQ, US$3.90, BUY, PT US$13.25) Poised to out-perform operationally. Computer Modelling Group Ltd. (CMG-TSX, $8.36, BUY, PT $15.00) Top Pick second year running. TECSYS Inc. (TCS-TSX, $7.40, BUY, PT $11.00) Earnings growth outperformer. Pyrogenesis Canada Inc. (PYR-TSXV, $0.20, SPECULATIVE BUY, PT $0.60) Near-term catalysts in AM compel us to nominate PYR as our Top Pick Status. Pure Industrial REIT (AAR.un-TSX, $4.40, BUY, PT $5.30) FedEx cash flow massively undervalued. Kaminak Gold Corp. (KAM-TSXV, $0.88, SPECULATIVE BUY, PT $1.85) Shares performed admirably during a challenging market environment for junior gold explorers in 2015. We are pleased to present Euro Pacific Canada’s Research Top Picks for 2016. We recognize that 2015 was a significantly more challenging year relative to 2014. The overall TSX Composite declined -11.1% following a gain of 7.4% for 2014. We are pleased to note the full year return of 10.5% across our portfolio of 2015 Top Picks. The portfolio gained significant outperformance from the take-outs of Wanted Technologies and Probe Mines generating a full year gain of 24% and a first half gain of 51% respectively. Furthermore, the portfolio performance reflected the significant outperformance of TSO3 Inc. (TOS-T, Buy, PT $3.10) ahead 59% (from date of publishing 15/01/2015) on the year and the 16% return (from 14/01/2015) on the shares of Espial Group Inc. (ESP-T, Buy Rated, PT $4.25). Within the sectors, mining continued to underperform with the index down -40.4% on the year, following on the sector’s 21.7% decline in 2014. Moving the 10-year rates down by -35 bps on the year was not enough to support net gains for the REIT Index which was down -9.9% over the year (-5.2% 2015 total return) following 2014’s 4.2% advance (9.5% total return). Looking for positive returns, we are pleased to highlight that the Health Care Index recorded another year of solid outperformance appreciating 22.5% for the year following on its 33.4% return for 2014. While not as robust as the Health Care Index, we were encouraged to see the Telecom sector return 2.2%, against the broader TSX Composite Index, which returned -11.1% for 2015. The modest positive gains for the Telecom Index in 2015 fell below its 5 and 10 year compound annual returns of 8.9% and 5.8%. Elsewhere, the Information Technology Index experienced a robust 14% gain for the year building on the sector’s 35.9% return in 2014. Euro Pacific’s commitment to the Canadian Healthcare and Technology sectors has been a clear win. The TSX Venture Exchange continued to struggle, with the composite index down 24.4% on the year following similar declines of 25.4% and 23.7% in 2014 and 2013, respectively. The TSX-V performance continues to underperform US small cap indices. Returns on the Russell 2000 Index entered into negative territory following a modest 3.5% return for 2014, and a stellar 37% return in 2013. The Russell 2000 Index fell by 5.7% during 2015, underperforming the -2.2% (7.5% 2014) and -73bps (11.4% - 2014) declines by the DJIA and S&P 500, respectively. The past two years of underperformance by Canadian small caps (down ~44% against the modest decline of 2% for the Russell 2000 over the past two years) highlights both challenges and potential opportunities. Many recognize the premium valuations accorded late-stage privates relative to public small cap valuations. While it is difficult (and probably naively optimistic) to say this imbalance will quickly correct with a positive revaluation of publics, we see value in the small cap arena. We also derive some measure of support from private equity investors who share our view in this regard. We look for increased takeover activity where public markets continue to undervalue high-growth companies that are delivering to plan. Our research team places greater scrutiny on exit scenarios within their small cap coverage given the tough capital markets conditions. Euro Pacific Canada continues to look for outperformance in the Technology and Healthcare/Life Sciences sectors, where Canadians are recognized leaders. On the natural resource side, we are purposefully focused on gold and technology-focused extraction. Euro Pacific Canada was pleased to add another engineer to our ranks, with Fadi Benjamin, CFA, P.Eng joining our research team through our acquisition of Pope & Company. Fadi has brought his coverage of Pyrogenesis Canada Inc. and Yangaroo Inc., to our coverage while he looks to expand his universe in special situations. We note that during the past quarter (Q415 plus YTD), the following 10 initiations have brought our direct coverage to 64 names. An additional 10 Canadian names are under coverage from our partners at Euro Pacific Capital. Recent Initiations: We are pleased to highlight the ten most recent additions to our coverage. 1. Euromax Resources Ltd. (EOX-TSXV, $0.42, SPEC. BUY, PT $0.80) – Ryan Walker, October 26, 2015 2. Photon Control Inc. (PHO-TSXV, $0.62, $1.00, BUY, PT $1.00) – Amr Ezzat, October 30, 2015 3. Pyrogenesis Canada Inc. (PYR-TSXV, $0.20, SPEC. BU Y, PT $0.60)- Fadi Benjamin, CFA, P.Eng, November 27, 2015 4. Yangaroo Inc. (YOO-TSXV, $0.10, SPEC. BUY, PT $0.36)- Fadi Benjamin, CFA, P.Eng, December 1, 2015 5. ProMetic (PLI-T, $2.67, SPEC. BUY, PT $4.00) – Doug Loe, December 7, 2015 6. STT Enviro Corp. (STT-TSXV, SPEC. BUY, PT $0.40) – Amr Ezzat, December 8, 2015 7. DataWind Inc. (DW-T, $2.39, SPEC. Buy, PT $3.50) – Andrej Krneta, B.Eng, January 6, 2016 8. D-Box Technology Inc. (DBO-TSX, $0.28, SPEC. BUY, PT $0.65)- Rob Goff, January 19, 2016 9. Edgefront REIT (ED.un-TSXV, $1.60, BUY, PT $2.20) – Rob Sutherland, January 25, 2016 10. AcuityAds Holdings Inc. (AT-TSXV, $1.08, SPEC. BUY, PT $1.80) - Rob Goff, January 27, 2016 A Look Back on Last Year’s Top Picks: Looking back to our list of eight Top Picks as published midyear, we have four remaining in our list for 2016. We saw Wanted Technologies taken out at an attractive premium generating a 24% return from our date of publishing (14/01/2015). We also saw Espial (ESP-T, $2.09, Buy, PT $4.25) return 16% from our date of publishing (14/01/2015), despite a second-half return of negative -23%. This year, we have adopted a more defensive and targeted approach within the Telecom and Media space where DHX Media is our sole returning Top Pick. Rob Sutherland maintained his top pick status for Pure Industrial REIT (introduced midyear 2015), with his preference for liquidity and stability of cash flows over absolute growth. On the Life Sciences side, Doug kept TSO3 as one of his top two picks following its impressive 59% return during 2015 (from 15/01/2015). Doug elected to go with Cipher Pharmaceuticals replacing last year’s Theratechnologies (down 7% for H215), focusing on value creation and operational success. Doug remains positive on Theratechnologies with his Buy rating and PT $3.00. Ryan Walker introduced Kaminak Gold (up 10% in 2015) as his Top Pick after the Company tabled impressive results from a Feasibility Study for its Coffee gold project in the Yukon. The results ensconce Coffee as one of the best undeveloped gold projects out there, and certainly place it near the centre of any M&A radar screen. Four Returning Top Picks: We are pleased to maintain our Top Pick Status with Pure Industrial Real Estate Trust (up 5% for 2015), TSO3 (positive 59% from 15/01/2015), DHX Media (down 6.7% from 14/10/2015) and Computer Modelling Group (down 14.7% from 14/01/2015). Our reports on both DHX Media and Computer Modelling address the progress each company made during 2015 despite their share price declines on the year. Top Picks for 2016 We present our 2016 Top Picks below, and look forward to addressing their performance as the year progresses. We include our Top Pick reports in the following pages following on their recent release as individual notes during the weeks of January 18, 2016 and January 25, 2016. These reports have also been included in each analyst’s sector weekly. Company Stock Analyst DHX Media Ltd. DHX.B-TSX Rob Goff, CFA Current $7.89, PT $13.00 Cipher Pharmaceuticals Inc. CPH-TSX/CPHR-NASDAQ Doug Loe, PhD Current US$3.90, PT US$13.25 TSO3 Inc. TOS-TSX Doug Loe, PhD Current $1.90, PT $3.10 Computer Modelling Group. CMG-TSX Amr Ezzat, Hon. Fin. Current $8.36, PT $15.00 Tecsys Inc. TCS-TSX Andrej Krneta, B.Eng Current $7.40, PT$11.00 Pyrogenesis PYR-TSXV - $0.20 Fadi Benjamin, CFA, P.Eng Current $0.20, PT $0.60 Pure Industrial REIT AAR.un-TSX Rob Sutherland FRI(e) Current $4.40, PT $5.30 Kaminak Gold Corp. KAM-TSXV Current $0.88, PT $1.85 We wish you all the best in 2016! Best Regards! The Euro Pacific Research Team Ryan Walker, MSc 20 January 2016 Telecom & New Media DHX.B-TSX: $7.46 DHX Media Ltd. Top Pick – Again! Bullish Content Thesis in Middle Innings! Significantly Stronger Line-Up Entering 2016. Thesis: We are once again selecting DHX Media as our Top Pick for 2016. While disappointed with the 14.08% decline in the shares for C2015, we believe that DHX made significant strides forward that will significantly benefit shareholders. We are encouraged by DHX’s moves to reposition the Family Channel (bringing it into the family for programming), new initiatives in China, the Teletubbies relaunch, and more recently its innovative Mattel (MAT-NasdaqGS, NR) partnership. Beyond these strategic moves, the Company continues to execute internally delivering 26% organic growth for F2015. Catalysts: Merchandising and Licensing (M&L): We continue to see significant option value in M&L owned where we have F2016 revenues of $27.4M against $20.0M for F2015. We see building traction in F2017/18 where we have revenues of $33.2/$46.9M. For perspective, Teletubbies at its peak would have generated the equivalent of ~$80M annually to DHX in M&L. We refrain from making similarly aggressive forecasts; however, we believe that the upside option value warrants fuller consideration. DHX noted at its AGM that Teletubbies commanded a 66% share of its target market during the first week of carriage on CBeebies, the brand used by BBC for children’s programming. Reviewing the consensus F2017 and F2018 revenue/EBITDA figures at $325M/$122.6M and $334M/$129.7M, respectively, suggests low, or one could say, no expectations for real Teletubbies contributions in F2018. We look for positive revisions. China: DHX Media announced on November 16/15 that it had signed two non-exclusive content distribution deals with SVOD operators in China. China’s leading online entertainment platform iQiyi (Private) acquired AVOD and SVOD rights to 400+ half-hours of content. At the same time, DHX Media announced that it had reached a deal with online video provider LeTV (Private) for 313 half-hours for its web broadcast rights via Smart TV and set top box (STB). These deals follow on DHX signing an agreement (September 16/15) to provide 2,500+ half-hours of content to Alibaba Group’s (BABANYSE, NR) VOD service across OTT devices, STBs, and Smart TVs. DHX’s initial efforts surfaced on November 7/14 when it signed its agreement with CNTV/CCTV to provide 700+ half-hours. While assigning specific revenue forecasts is impossible, we could see the joint venture following a trajectory similar to YouTube (Private) where annualized revenues approached a $9M run rate within its first three years. We believe the potential significance of the transaction has been diluted by the inability to assign revenue targets. We see these deals as international prototypes. Acquisitions: The Nerd Corps. acquisition (December 2, 2014) for $50M was the Company’s last public acquisition. DHX has stated on its last two conference calls that its pipeline of targets is strong. The Company’s track record of strategic, accretive acquisitions, tough capital markets, and increased scale support our confidence and more important, investors’ confidence that further acquisitions will occur and are likely to be positive. Valuation: DHX shares are currently valued at 10.0x/8.7x C2016/17 EV/EBITDA with our $13 PT at 16.0x/14.2x C2016/17 EV/EBITDA. Our PT finds primary support against our five-year DCF forecasts where we have F2015-20 revenue/EBITDA CAGRs of 11.1%/14.4% (7.25% discount rate, 10.0x terminal EV/EBITDA). Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Sophia Ren | 416.842.1793 | sophia.ren@europac.ca Buy Rating $13.00 Target Price Projected Return: 75.1% Valuation: 10.0x EV/F2016 EBITDA Market Data Market Capitalization Net Debt Enterprise Value Basic Shares O/S Fully Diluted Shares O/S Avg. Daily Volume (M) 52 Week Range Dividend Yield 936.8 262.3 1,199.1 125.6 126.3 0.42 $6.80 - $9.99 0.8% Revisions New Old 302.7 107.1 $0.46 NC NC NC 2015A 264.0 90.2 $0.15 36.0 2.5x 3.9% 2016E 302.7 107.1 $0.46 20.2 2.2x 2.2% 2017E 325.2 116.3 $0.58 32.2 1.8x 3.5% 11.1x 12.7x 17.7x 24.4x 15.9x 42.4x $11.75 10.0x 11.2x 16.0x 14.4x 27.2x 25.0x $12.81 8.7x 6.2x 14.2x 11.4x 12.9x 19.8x 2016E Revenue 2016E Adj. EBITDA 2016E EPS Financial Metrics FYE - Jun 30 Revenue Adj. EBITDA EPS FCF Net Debt:EBITDA FCF Yield Valuation Data DCF - Current/Target EV/EBITDA Current Peers Target P/E Current Peers Target Quarterly Data Revenue EBITDA EPS Q1 Q2 Q3 Q4 2015 43.0 64.3 85.6 71.2 2016 63.9 72.2 86.4 80.1 23.9 29.8 22.8 2015 13.7 26.8 33.3 28.6 2016 18.4 2015 ($0.06) $0.04 $0.14 $0.03 2016 $0.06 $0.10 $0.16 $0.13 Company Description DHX produces and distributes TV and interactive content for domestic and international markets. The company focuses on children's and family entertainment with a library of 9,000+ half-hours of production and 60+ titles including Caillou, Yo Gabba Gabba!, and Johnny Test. DHX Media is based in Halifax, Nova Scotia, Canada with facilities in Halifax, Toronto, Vancouver and London. $12.00 $10.00 $8.00 $6.00 $4.00 $2.00 $0.00 5.00 4.00 3.00 2.00 1.00 0.00 Volume (M) Price www.epccm.ca Page 5 of 56 DHX.B-TSX | 20 January 2016 Focus Points Organic Growth: We believe DHX’s consistent double-digit organic growth gets lost within reported results where acquisitions often dominate y/y growth figures. With its F2015 results, DHX reported its organic and acquisition driven growth on a divisional basis. From the divisional figures, we calculated that overall organic growth was 26% for the year. We note that production revenues increased by 69% in F2015 to $70.7M or 27% of total revenues with organic growth of $20M or 29%y/y, as delivered content increased 31% y/y from 171 half-hours to 224 half-hours, and the average price increased 24% from $137K to $170K per half-hour. We believe the 31% volume growth and 24% price gains have been very much overlooked in the market. The volume growth is a key consideration given it represents additional IP to the Company that then moves to distribution globally and offers M&L opportunities in names with the potential for extended shelf lives of up to 20 years. Mattel Partnership: DHX Media announced on December 16 that it has formed a long-term partnership with Mattel for the development, production, and distribution of new content for the Mattel properties Bob the Builder™, Fireman Sam™, Little People® and Polly Pocket™. The broader market did not respond to the announcement and we encountered various interpretations of the deal. Under the new and incremental partnership structure, DHX Media will produce new content across all platforms for the four properties while DHX Media will distribute both new and existing programming for the properties. Essentially, DHX Media is levering its strengths in development, production and distribution while Mattel will continue to play to its strength in toy development and merchandising. The structure enables DHX Media to fully qualify for the government credits for the new show productions. DHX Media will pay a low eight-digit figure (we estimate $10-30M) with half upfront as part of the partnership. Production under the agreement will be consistent with existing margins while the distribution revenues will bring significant revenues albeit with lower margins given an undisclosed revenue sharing agreement. We note that Mattel originally acquired the four properties as part of its $680M acquisition of Hit Entertainment in October 2011. The key properties identified with the transaction were Bob the Builder and Thomas the Tank Engine. At the time, Thomas & Friends was put at ~80% of Hit’s profits. We were modestly surprised at the AGM when the Mattel partnership was presented alongside the pivotal Cookie Jar (2012, Enterprise Value $111M) and Family Channel acquisitions ($170M, announced Nov/13.). We believe the importance accorded the partnership reflects the longer-term potential working with Mattel, Inc. and DHX Media’s strengthened position in structuring similar deals with other content owners such as Marvel (MRVL-NasdaqGS, NR). We look for the transaction to be debt financed. We could see DHX Media use the same structure for additional Mattel programs and for alternative prospective partners. DreamWorks (DWA-NasdaqGS, NR): DHX Media announced on December 8th that it had signed a fiveyear, strategic content pact with DreamWorks (For the full report: DreamWorks Strategic Pact Validates Moves, Global Profile.). The move clearly replaced the Disney (DISN, NR) content deal for the Family Channel suite of channels and validates the Company’s decision to move away from its reliance on reselling Disney content. The deal has three parts: DHX essentially became the exclusive content provider of DWA content in Canada. The ~1,200 half-hours of content significantly strengthened DHX’s linear, mobile and OTTP content in Canada. DHX gained the same rights to 300 half-hours from ATV (AwesomenessTV – majority owned by DWA) following an ATV SVOD deal with Verizon (VZ-N, NR). The ATV programming is particularly strong with teenage girls and fits nicely alongside the Degrassi shows that are being used to strengthen the Family Channel lineup with a modestly older demographic. Family Channel viewership was known to peak early and decline, as its young audience went to sleep early! Adding the older shows is a smart strategy to build audience levels when they previously would have declined. It should be noted that DHX successfully levered the brand strength of Degrassi with its exclusive Netflix (NFLX-NasdaqGS, NR) deal for Degrassi, The Next Class. These shows represent a strong core to Family Channel’s announced teen block, F2N, launching in January of 2016. Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Page 6 of 56 DHX.B-TSX | 20 January 2016 With the agreement, DHX secured an incremental content contract to produce 130 half-hours of new content that it will be co-producing with DWA. Beyond the production business, DHX will benefit from an ongoing stake in the global economics of the shows. It is fair to say that the announced deal is clear evidence of DHX’s strong position as a producer, broadcaster and distributor of youth programming. The deal should be well received for the above considerations and the validation it provides for the Company’s decision to move away from its Disney reliance. We felt that deal itself was clear evidence of DHX’s strong position as a producer, broadcaster and distributor of youth programming. We do not believe the share performance following the announcement appropriately reflected the positive significance of the DWA partnership for either its validation of DHX’s decision to move away from reselling Disney content or for its reflection on DHX’s global profile. Netflix Supports Bullish Thesis: We refer to Netflix’s Q315 quarter as something of a perfect storm for DHX. Netflix’s shares saw pressure reflecting disappointing US subscriber growth, concerns towards the financial pressures of original content, and concerns towards the accounting treatment of original production while international growth was the bright star. We view children’s programming as a key weapon in defending N. American market share and in opening new markets. While original programming is important to Netflix, the argument can be made that DHX is a more efficient supplier and exclusives could replace internal production for Netflix. We note Netflix’s exclusive deal for DHX’s Degrassi, The Next Class. We are encouraged that the programming will mesh with the Family Channel line-up, adding a modestly older demographic at a point in the daily schedule when viewership historically declined with the younger audiences’ bedtimes. We view this move as further evidence of the advantages of vertical integration and moving The Family Channel away from “reselling” Disney programming. The advantages of DHX’s independence outside of Canada were highlighted as a strategic advantage as the discussion has been building on the potential channel conflicts of Disney and Nickelodeon (Viacom VIAB- NasdaqGS, NR) with SVOD/OTTP providers. We note that DHX’s definition as a non-vertically integrated provider within the Canadian definition (broadcast distribution network owning/controlling content such as BCE [BCE-T, $56.34, Hold, PT $58] with CTV, Rogers [RCI.B-T, $49.87, Buy, PT $56] with City-TV, and Shaw [SJR.B-T, $27.14, Hold, PT $28] with Corus[CJR.B-T,NR]) acts as strategic leverage for DHX TV where the Canadian BDUs are facing 3:1 linkage requirements. We are encouraged by DHX TV’s success in renegotiating its BDU agreements, in particular given investor focus on the perceived risk. China Opportunity: DHX Media announced on November 16, 2015 that it had signed two non-exclusive content distribution deals with SVOD operators in China. China’s leading online entertainment platform iQiyi acquired AVOD and SVOD rights to 400+ half-hours of content. At the same time, DHX Media announced that it had reached a deal with online video provider LeTV for 313 half-hours for its web broadcast rights via Smart TV and STB. These deals follow on DHX Media signing an agreement (September 16/2015) to provide 2,500+ half-hours of content to Alibaba Group’s VOD service across OTT devices, STBs and Smart TVs. Looking back, we note DHX Media’s efforts stemming back to November 7, 2014 when it signed its agreement with CNTV/CCTV to provide 700+ half-hours of Mandarin content including Teletubbies, Inspector Gadget, Madeline, Sonic the Hedgehog, and Dennis the Menace. While assigning specific revenue forecasts is impossible, we could see the joint venture following a trajectory similar to the YouTube revenues where annualized revenues approached $9M within its first three years. We believe the potential significance of the transaction has been diluted by the inability to assign revenue targets. We further believe that the significance of the transaction as a prototype for additional markets has been lost. (For the full report: FQ116 Supports Thesis; Modest Positive Forecast Revisions.) Post the FQ415 release, CEO, Dana Landry was quoted on BNN stating that Asian revenues could reach as much as $50M. On the quarterly conference call (September 28/15), DHX indicated it was “woefully under-represented” and that the Company would look for further partnerships and contracts in Asia. We believe that the seemingly aggressive $50M target (F2015 revenues were <$1M) was benchmarked against the $92.4M of revenues derived from the US in F2015 (37% of total) against $25.3M in F2013 (26% of total). DHX’s first moves into China were strategically designed starting with the government JV for the SVOD service announcement that it will supply more than 700 half-hours of Mandarin content, Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Page 7 of 56 DHX.B-TSX | 20 January 2016 which launched last quarter. The next significant move was the September 16, 2015, announcement of its contract with Alibaba for its OTTP service. The Alibaba connection offers the potential to expand into merchandising given Alibaba’s ecommerce capabilities. We note that DHX has signed on with an additional six OTTP providers in China over the past six months. We note that the SVOD market in N. America is forecast at $5.1B against the movie rental market at $4.6B (2014 SVOD $4.0B, Movie Rental $5.3B), as SVOD revenues surpassed movie rentals for the first time, marking a significant change in market shares looking back to C2011 when movie rentals dominated at $6.8B and SVOD was put at $1.6B (source: nScreenMedia). Exhibit 1 – US Movie Rental Revenue vs. SVOD Revenue 2011-2015 Source: nScreenMedia, 2015, DEG data According to Ooyala, the Chinese SVOD market is forecast at US$1.2B in C2016 at 6% of the overall payTV revenue in China with an estimated 28.3M subscribers. Ooyala identified premium sports, such as English Premier League (EPL), as a key content driver to date while the addressable market expands with China’s fibre-to-the-home build-out (FTTH/B) where coverage is expected to grow 77%+ over the next two years connecting more that 117M structures, up from ~66M currently. Digital TV Research forecasts 68.83M SVOD homes in Asia by 2020; this figure was only 1.47M in 2010. However, in Asia, the SVOD penetration rate among countries is significantly different. In South Korea, the SVOD service is available to 54.3% of households; however, in Pakistan this figure is only 1.5%. Thus, it is important to focus on major countries when entering the Asian market. According to the Asia Pacific OTT TV & Video Forecasts report, China will overtake South Korea to become the second largest country by SVOD homes in C2020. From the 51.63M SVOD home additions between C2014-2020, China will supply 11.84M, Japan 12.55M, and India 7.21M. Considering these figures, we agree that China is a wise market for DHX to enter. With the fast growing Chinese market, we are looking forward to DHX’s further development and expansion in the Asian and global markets. Results, Forecasts Our F2016/17 revenue/EBITDA forecasts at $302.68/$98.16M and $325.16/$109.10M are generally in line with the consensus at $301.59/$108.82M and $325.22/$122.58M, respectively. We believe our forecasts have modest upside within the current fiscal year. We see greater upside beginning in F2017 and into F2018, in particular where we believe our M&L revenue forecasts could be materially surpassed. Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Page 8 of 56 DHX.B-TSX | 20 January 2016 Below, we compare our F2016 forecast with management guidance updated with its FQ116 results. Exhibit 2 – DHX F2016 Guidance versus EPC Estimates 2016E F2016 Guidance Low High Mid 2014 Old Guiance Mid EPC EPC EPC Estimates Old Estimates Est. Growth Revenue Proprietary Production 40.0 50.0 45.0 NC 42.9 43.4 12.5% Producer & Service Fee Combined Production 40.0 80.0 50.0 100.0 45.0 90.0 NC 45.9 88.7 43.6 87.0 40.7% 25.5% Distribution M&L - Owned Brands M&L - Represented New Media DHX TV Total Revenue Gross Margin Proprietary Production Producer & Service Fee Combined Production Distribution M&L - Owned Brands M&L - Represented New Media DHX TV 80.0 24.0 16.0 5.0 68.0 95.0 30.0 20.0 10.0 75.0 87.5 27.0 18.0 7.5 71.5 82.5 NC 15.0 NC NC 87.7 27.5 18.9 7.7 71.9 87.2 26.6 15.4 6.6 74.9 273.0 330.0 301.5 302.4 297.7 36.0% 36.0% 42.0% 42.0% 39.0% 39.0% NC NC 38.6% 36.5% 41.3% 37.5% 65.0% 55.0% 95.0% 20.0% 75.0% 65.0% 100.0% 30.0% 70.0% 60.0% 97.5% 25.0% NC NC NC NC 67.7% 59.6% 98.1% 24.6% 70.1% 62.9% 100.0% 23.0% NC 55.0% 65.0% 60.0% Total Gross Margin Gross Profit Proprietary Production Producer & Service Fee Combined Production Distribution M&L - Owned Brands M&L - Represented New Media DHX TV 54.1% 62.0% 58.4% 14.4 14.4 28.8 52.0 13.2 15.2 1.0 37.4 21.0 21.0 42.0 71.3 19.5 20.0 3.0 48.8 17.7 17.7 35.4 61.6 16.4 17.6 2.0 42.9 Total Gross Profit* 147.6 204.5 176.1 SG&A Share-based Compensation Finance Expense Amortization/Development Expense Tangible Benefit Obligation Expense Other Total Opex Pre-Tax Profit 60.0 2.0 14.5 23.0 2.0 2.0 101.5 46.1 66.0 3.0 17.5 28.0 4.0 3.0 117.5 87.0 63.0 2.5 16.0 25.5 3.0 2.5 109.5 66.6 NC NC 58.1 NC 14.7 NC NC 62.0 NC NC NC NC NC 52.6% 57.9% 55.3% 57.9% 16.5 16.8 33.3 59.4 16.4 18.5 1.9 37.8 17.9 16.4 34.3 61.1 16.7 15.4 1.5 43.4 167.3 172.4 66.6 2.6 15.6 26.2 3.0 2.5 113.4 53.9 64.5 3.2 16.7 23.9 3.0 0.0 12.9% 37.2% 31.5% 50.5% -5.6% Commentary Our Proprietary production revenue forecasts are modestly below the midpoint of guidance while our PSF is modestly above. The Guidance ranges were unchanged for both ptoduction and production service revenue. Strong Q116 results, supported moving up the distribution revenue from $75-90 to $80-95M and M&L represented revenue from $14-16M to $16-20M. We are generally in line to modestly above the mid-points. Our discribution growth while at the high end implies 12.9% growth significantly below the 68% organic growth in F2015. We moved our proprietary margins lower than the mid point of guidance. Our conservative stance on PSF similarly considers last years margins. Our margins are generally in line with guidance ranges. Our DHX TV margins are modestly below the range as we allow for higher programing costs that could initially dilute potential program synergies of $12-$14M. Just below the midpoint due conservative DHX TV margin -2.0% 56.0% 20.5% 17.8% 34.1% 42.7% 65.9% -9.7% 12.7% -39.7% -30.8% 151.9% Proprietary is below the midpoint while PSF is just in line. The Distribution and M&L representative Gross Profit guidance went up $3.5M and $2.9M driven by higher revenue guidance. We are generally in line with the midpoint of guidance ranges although holding on to upside at DHX TV and Distribution in particular. We are generally a snick above the midpoint such that our total opex is $4M above midpoint. Could see higher as a good thing where it is support of higher merchandising and licensing where significant royalties should really gain traction in CQ416 or FQ117 for DHX. 2015 2014 Actual 2015 Actual Total y/y G% 23.5 38.1 62% 29% 33% 18.4 41.8 32.6 70.7 77% 69% 10% 68% 40.9 17.3 12.2 3.9 87.8 77.7 20.0 14.4 5.1 76.2 90% 16% 18% 30% -13% 22% 4% 0% 5% 100% 68% 12% 100% 25% 0% 60% 40% 204.0 264.0 29% 38.2% 44.0% 40.8% 70.0% 57.3% 100.0% 42.2% 44.3% 32.9% 39.1% 64.9% 61.0% 90.4% 22.3% 16.0% -25.2% -4.1% -7.2% 6.4% -9.6% -47.2% 70.0% 55.0% -21.4% 64.2% 0.0% -100.0% 9.0 8.1 17.1 28.6 9.9 12.2 1.7 16.9 10.7 27.6 50.4 12.2 13.0 1.1 41.9 88% 33% 62% 76% 23% 7% -31% 34.3 1.6 11.4 17.1 59.1 4.3 22.5 10.4 72% 168% 97% -39% 2.0 66.3 64.6 4.6 100.9 -100.9 134% 0.5 -2.6 Acquisition Organic y/y G% y/y G% Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Page 9 of 56 DHX.B-TSX | 20 January 2016 Exhibit 3 – F2016 DHX Quarterly Revenue Breakdown- EPC Estimates vs. Guidance Quarterly Revenue Breakdown - Forecasts vs Guidance Q116 Q216 Q316 Q416 2016E Revenue 63,910 72,237 86,434 80,102 302,683 Production Revenue 4,102 14,080 17,640 7,030 42,852 % of full year-Production 10% 33% 41% 16% 100% Guidance 10% 35% 40% 15% 40-50M Distribution Revenue 14,034 15,988 29,874 27,823 87,719 % of full year-Distribution 16% 18% 34% 32% 100% New Guidance 15-20% 15-20% 30-35% 30-35% 80-95M Old Pre Q116 Guidance NC NC NC NC 75-91M Producer and Service Fee Revenue 14,030 10,930 10,096 10,839 45,894 % of full year-Service 31% 24% 22% 24% 100% New Guidance 31% 25% 25% 19% 40-50M Old Pre Q116 Guidance 25% 30% 25% 20% NC M&L-owned Revenue 4,710 7,000 7,600 8,175 27,485 % of full year-ML owned 17% 25% 28% 30% 100% Guidance 24-30M M&L-represented Revenue (CPLG) 6,707 3,306 3,745 5,115 18,873 % of full year-ML Rep. 36% 18% 20% 27% 100% New Guidance 16-20M Old Pre Q116 Guidance 14-16M New Media Revenue 1,230 1,653 2,153 2,653 7,689 % of full year-Media 16% 21% 28% 35% 100% Guidance 5-10M DHX TV 18,820 19,281 15,326 18,468 71,894 % of full year-TV 26% 27% 21% 26% 100% Guidance 68-75M Source: Euro Pacific Canada, Company Reports and Filings Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Page 10 of 56 DHX.B-TSX | 20 January 2016 Exhibit 4 – Forecasts, Consensus, Comments DHX All units in '000 CAD, unless otherwise indicated Financial Summary Revenue Growth y/y Pro Forma Revenue Growth y/y Q116 Q216 Q316 Q416 2016E 2017E 2018E 2019E 2020E 63,910 43.9% 63,910 48.5% 72,237 12.4% 72,237 12.4% 86,434 5.1% 86,434 1.0% 80,102 7.6% 80,102 12.6% 302,683 14.4% 302,683 14.6% 325,157 6.0% 325,157 7.4% 360,420 10.8% 360,420 10.8% 401,596 11.4% 401,596 11.4% 15-20E Fiscal CAGR 444,214 11.0% 10.6% 444,214 10.6% Consensus 58,089 72,217 82,723 77,168 303,523 328,353 321,139 322,359 353,163 EBITDA 14,044 24,943 31,804 27,367 98,158 109,097 126,721 147,879 169,032 13.4% Adj. EBITDA (DHX Definition) 18,372 26,784 33,345 28,608 107,109 116,256 134,286 155,883 177,509 14.5% Flow-through 22.2% 36.5% 415.9% 64.9% 43.7% 40.7% 51.1% 52.4% 50.7% Growth y/y 33.8% 12.2% 11.9% 25.4% 18.7% 8.5% 15.5% 16.1% 13.9% Margin Consensus 28.7% 17,766 37.1% 24,481 38.6% 32,675 35.7% 30,502 35.4% 109,093 35.8% 122,969 37.3% 129,683 38.8% 155,800 40.0% 176,700 Capex Intensity Consensus -478 -0.7% -675 -1,264 -1.8% -871 -1,513 -1.8% -954 -1,402 -1.8% -917 -4,657 -1.5% -4,532 -5,690 -1.8% -6,031 -6,307 -1.8% -4,006 -7,028 -1.8% -4,250 -7,774 -1.8% -4,500 34.1% EPS - Diluted Growth y/y Consensus Number of Estimates CFPS Growth y/y Consensus Number of Estimates FCF $0.06 -194.1% $0.04 10 -$0.18 -3650.7% $0.04 1 -22,877 $0.10 130.9% $0.07 6 $0.01 -140.7% $0.07 2 346 $0.16 12.1% $0.12 5 $0.13 -50.1% $0.20 2 13,885 $0.13 344.4% $0.11 5 $0.17 122.6% $0.18 2 18,872 $0.46 194.5% $0.39 10 $0.12 -63.0% $0.30 4 10,226 $0.58 26.8% $0.47 10 $0.30 143.3% $0.49 4 30,700 $0.73 26.2% $0.54 3 $0.71 134.7% $0.67 3 80,037 $0.89 21.2% NA NA $0.93 31.8% $0.99 1 108,142 $1.04 16.9% NA NA $1.15 23.4% $1.20 1 136,237 111.4% FCFPS -$0.18 $0.00 $0.12 $0.16 $0.09 $0.25 $0.66 $0.88 $1.09 10.9% 13.5% Q116 Q216 Q316 Q416 2016E 2017E 2018E 2019E 2020E 15-20E 4,102 14,080 17,640 7,030 42,852 46,210 49,090 52,102 55,250 23.0% -26% 14% 17% 37% 13% 8% 6% 6% 6% 6% 19% 20% 9% 14% 14% 14% 13% 12% 1,540 5,350 5,998 3,656 16,544 19,408 20,618 21,883 23,205 38% 38% 34% 52% 39% 42% 42% 42% 42% 39 64 72 38 213 223 230 237 244 105 220 245 185 201 207 213 220 226 39 84 83 96 78 87 90 92 95 14,034 15,988 29,874 27,823 87,719 100,876 114,999 129,949 146,842 36.2% 40% 25% -2% 14% 13% 15% 14% 13% 13% 21% 22% 35% 35% 29% 31% 32% 32% 33% 8,200 13,749 23,003 14,468 59,420 64,561 73,599 83,167 93,979 58% 86% 77% 52% 68% 64% 64% 64% 64% 14,030 10,930 10,096 10,839 45,894 50,025 54,027 57,269 60,705 21.0% 102.2% 65.0% 23.0% 0.0% 40.7% 9.0% 8.0% 6.0% 6.0% 20.6% 15.1% 11.7% 13.5% 15.0% 15.4% 15.0% 14.3% 13.7% 5,060 4,809 3,635 3,252 16,755 18,263 19,724 20,908 22,162 36.1% 44.0% 36.0% 30.0% 36.5% 36.5% 36.5% 36.5% 36.5% 4,710 7,000 7,600 8,175 27,485 33,177 46,919 63,345 77,837 17.0% 72% 6% 19% 91% 37% 21% 41% 35% 23% 7% 10% 9% 10% 9% 10% 13% 16% 18% 2,600 3,990 2,432 7,358 16,380 19,772 27,961 37,750 46,386 55.2% 57.0% 32.0% 90.0% 59.6% 59.6% 59.6% 59.6% 59.6% 6,707 3,306 3,745 5,115 18,873 21,138 23,251 25,577 28,134 24.8% 125.1% 7.0% 7.0% 7.0% 31.5% 12.0% 10.0% 10.0% 10.0% 9.8% 4.6% 4.3% 6.4% 6.1% 6.5% 6.5% 6.4% 6.3% 6,710 3,207 3,633 4,961 18,511 20,732 22,805 25,086 27,595 100.0% 97.0% 97.0% 97.0% 98.1% 98.1% 98.1% 98.1% 98.1% 1,230 1,653 2,153 2,653 7,689 6,151 5,229 4,444 3,778 0.1% 46% 86% 278% -6% 50% -20% -15% -15% -15% 2% 2% 2% 3% 3% 2% 1% 1% 1% 406 380 495 610 1,891 1,415 1,203 1,022 869 33% 23% 23% 23% 25% 23% 23% 23% 23% 18,820 19,281 15,326 18,468 71,894 67,580 66,904 68,912 71,668 -3.2% 5.0% -12.0% -15.0% -17.0% -5.6% -6.0% -1.0% 3.0% 4.0% 27.6% 26.7% 17.7% 23.1% 23.4% 20.8% 18.6% 17.2% 16.1% 6,218 10,990 9,349 11,265 37,822 40,548 40,812 42,725 44,434 Operating/Segmented Summary Production Revenue Growth y/y % of total Gross Margin ($) Gross Margin (%) Output (Half Hours) Revenue/Half Hour Gross Profit/Half Hour Distribution Revenue Growth y/y % of total Gross Margin ($) Gross Margin (%) Producer and Service Fee Revenue Growth y/y % of total Gross Margin ($) Gross Margin (%) M&L-owned Revenue Growth y/y % of total Gross Margin ($) Gross Margin (%) M&L-represented Revenue (CPLG) Growth y/y % of total Gross Margin ($) Gross Margin (%) New Media Revenue Growth y/y % of total Gross Margin ($) Gross Margin (%) DHX TV Growth y/y % of total Gross Margin ($) Gross Margin (%) 33.0% 57.0% 61.0% 61.0% 52.6% 60.0% 61.0% 62.0% 62.0% 176.5% We hold back 2017/18 forecast revenues to conservatively allow for revenue declines of $4.3M/$0.7M at DHX TV. We believe our forecasts leave significant upside on Distribution and M&L. Our F2016 is largely in line with consensus. We are taking a conservative stance on F2017 but are optimistic we will move up to the consensus. We believe our above consensus F2018 is conservative. We forecast modest F2016 FCF given production expansion and moves to upfront programming purchases away from monthly payment with Disney. Production accounting and cash profiles see a 4 year cash cycle - a negative when ramping but a huge competitive moat. Comments We are likely to upgrade our revenue growth profile to reflect the Mattel partnership. Margins under the contract should be consistent with past levels. Further details are likely to be provided. We would describe our forecast growth more along the lines of conservative extrapolation with significant upside in new region expansion. We forecast modest growth. We could see lower P&SF revenues with capacity displaced for IP generating proprietary production. We are optimistic that our $5.5M/$14M revenue pick-up in F2017 and F2018 prove conservative given Teletubbies traction. Success to date plus international growth potential could support higher growth. We forecast annual declines pending confirmation of UMIGO's outlook post grants. We belive our forecasts reflect programming costs that should support higher revenues. Should revenues mirror our forecasts we could see margins expand. Source: Euro Pacific Canada, Company Reports and Filings Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Page 11 of 56 DHX.B-TSX | 20 January 2016 DHX Media Ltd. (DHX.B-T, $7.46) - Data Sheet $12.00 Last Sale Price 50-Day MA 200-Day MA 7 Volum e (M Shares) $10.00 Stock Price ($) BUY | PT: $13.00 Company Description 8 6 $8.00 5 4 $6.00 3 $4.00 2 $2.00 3 Mths Ago Current Return Rating: Target: Median: High: Low: Outperform Outperform $11.04 $11.23 $11.00 $11.00 $15.75 $15.75 $9.00 $9.30 51.4% 48.3% 111.9% 25.5% Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector Underperform/Sell # Est Jan-16 Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 May-… 0 Jun-15 Apr-15 Mar-15 Jan-15 Feb-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 May-… Apr-14 Feb-14 Mar-14 $0.00 Jun-14 1 DHX produces and distributes TV and interactive content for domestic and international markets. The company focuses on children's and family entertainment with a library of 9000+ half-hours of production and 60+ titles including Caillou, Yo Gabba Gabba!, and Johnny Test. DHX Media is based in Halifax, Nova Scotia, Canada with facilities in Halifax, Toronto, Vancouver and London. Consensus 8 3 0 11 Historical Valuations CAPITAL IQ - CONSENSUS BASED NTM EV/EBITDA TSX:DHX.B 17.0x CAPITAL IQ - CONSENSUS BASED NTM EV/SALES TSX:CJR.B 6.0x LSE:ETO 15.0x 5.0x 13.0x 4.0x 11.0x 3.0x 9.0x DHX Media Ltd. Corus Entertainment Inc. Entertainment One Ltd. Jan-16 Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 Jun-15 Apr-15 May-15 Mar-15 Jan-15 Feb-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 May-14 Feb-14 Jan-16 Dec-15 Oct-15 Nov-15 Sep-15 Aug-15 Jul-15 Jun-15 May-15 Apr-15 Feb-15 Mar-15 Jan-15 Dec-14 Nov-14 Oct-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 May-14 0.0x Feb-14 1.0x 3.0x Mar-14 5.0x Mar-14 2.0x 7.0x Key Financial Metrics Financial Summary/Key Metrics Consolidated Revenue Growth y/y Cons. Cons. 3 Mts. Ago Pro Forma Revenue Adj. EBITDA Growth y/y Margin Flow-Through Cons. Cons. 3 Mts. Ago Pro Forma Adj. EBITDA EPS Growth y/y Cons. Cons. 3 Mts. Ago Cash Net Debt 2015 Q116 Q216 Q316 Q416 2016E 2017E 2018E 2019E 2020E Value $9.99 $6.80 418 126 937 262 1,199 0.8% Jun 30 365 34% (9%) 264.0 127.4% 118.1 118.1 264.0 90.2 143.6% 34.2% 36.0% 36.7 36.7 97.7 $0.15 83.5% NA NA 42.9 239.9 63.9 48.5% 49.0 49.0 63.9 18.4 33.8% 28.7% 22.2% 15.6 15.6 22.9 $0.06 (192.4%) $0.05 $0.05 25.5 262.3 72.2 12.4% 65.0 65.0 72.2 26.8 12.2% 37.1% 36.5% 22.4 22.4 26.8 $0.10 132.6% $0.08 $0.08 11.5 276.4 86.4 1.0% 68.8 68.8 86.4 33.3 11.9% 38.6% 415.9% 23.7 23.7 33.3 $0.16 12.5% $0.08 $0.08 22.2 265.6 80.1 12.6% 65.7 65.7 80.1 28.6 25.4% 35.7% 64.9% 22.1 22.1 28.6 $0.13 346.8% $0.06 $0.06 40.8 247.0 302.7 14.6% 257.8 257.8 302.7 107.1 18.7% 35.4% 43.7% 89.4 89.4 111.6 $0.46 198.9% $0.33 $0.33 40.8 247.0 325.2 7.4% 303.5 294.7 325.2 116.3 8.5% 35.8% 40.7% 109.1 106.7 116.3 $0.58 26.8% $0.39 $0.37 70.3 212.6 361.5 11.2% 328.4 313.8 361.5 134.3 15.5% 37.2% 49.8% 123.0 121.2 134.3 $0.73 26.2% $0.47 $0.47 150.7 127.2 403.6 11.6% 321.1 323.7 403.6 155.8 16.0% 38.6% 50.9% 129.7 134.9 155.8 $0.89 21.1% $0.54 $0.53 252.0 20.8 446.3 10.6% 322.4 323.4 446.3 176.7 13.5% 39.6% 49.0% 155.8 NA 176.7 $1.03 16.4% NA $0.58 381.0 (113.2) 38.1 62.2% 16.9 77.7 89.9% 50.4 32.6 77.5% 10.7 20.0 15.8% 12.2 14.4 17.9% 13.0 5.1 30.0% 1.1 4.1 -26.2% 1.5 14.0 40.5% 8.2 14.0 102.2% 5.1 4.7 71.9% 2.6 6.7 125.1% 6.7 1.2 46.4% 0.4 18.8 5.0% 6.2 14.1 13.9% 5.4 16.0 25.0% 13.7 10.9 65.0% 4.8 7.0 5.7% 4.0 3.3 7.0% 3.2 1.7 85.7% 0.4 19.3 (12.0%) 11.0 17.6 17.2% 6.0 29.9 (2.0%) 23.0 10.1 23.0% 3.6 7.6 18.8% 2.4 3.7 7.0% 3.6 2.2 277.7% 0.5 15.3 (15.0%) 9.3 7.0 37.5% 3.7 27.8 14.0% 14.5 10.8 3.3 8.2 91.5% 7.4 5.1 7.0% 5.0 2.7 (5.6%) 0.6 18.5 (17.0%) 11.3 42.9 12.5% 16.5 87.7 12.9% 59.4 45.9 40.7% 16.8 27.5 37.2% 16.4 18.9 31.5% 18.5 7.7 50.5% 1.9 71.9 (5.6%) 37.8 46.2 7.8% 19.4 100.9 15.0% 64.6 50.0 9.0% 18.3 33.2 20.7% 19.8 21.1 12.0% 20.7 6.2 (20.0%) 1.4 67.6 (6.0%) 40.5 49.1 6.2% 20.6 114.5 13.5% 73.3 54.0 8.0% 19.7 46.9 41.4% 28.0 23.3 10.0% 22.8 6.8 10.0% 1.6 66.9 (1.0%) 40.8 52.1 6.1% 21.9 129.4 13.0% 82.8 57.3 6.0% 20.9 63.3 35.0% 37.7 25.1 8.0% 24.6 7.4 10.0% 1.7 68.9 3.0% 42.7 0.0 0.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0% 0.0 0.0 0.0 0.0 0.0 Price Target Div Yield Return 1 Week 1 Month 3 Month YTD 1 Year F2016E F2017E F2016E F2017E F2016E F2017E $7.46 $10.84 $4.20 $27.83 £2.17 $25.49 $13.00 $12.25 $5.44 $42.47 £3.50 $23.33 0.8% 10.2% 1.3% 0.7% 2.4% 75.1% 23.2% 29.5% 53.9% 62.4% (8.5%) 32.1% (5.9%) (7.4%) 2.4% (5.4%) (7.5%) (0.9%) (3.8%) (10.7%) 3.6% 4.5% (14.0%) (14.5%) (1.2%) (4.3%) (10.0%) (12.5%) (8.9%) (29.0%) (39.3%) 26.0% (12.7%) (11.9%) 0.4% 5.0% (14.1%) (12.0%) (1.1%) (4.4%) (16.6%) (50.6%) (37.6%) (4.0%) (48.8%) 15.0% (25.2%) 303 1,011 613 2,471 1,116 995 325 1,746 626 2,725 1,284 1,089 112 327 52 303 182 125 116 604 60 432 214 180 $0.46 $1.26 $0.09 $1.41 £0.28 $0.58 $0.58 $1.55 $0.40 $2.10 £0.28 $1.05 C2017E C2015 C2016E C2017E 11.4x 7.0x NA 11.9x 7.3x 24.3x 12.6x 28.2x 4.6x 6.8x 25.8x 18.2x 138.1x 38.7x 29.1x 5.1x 4.4x 14.9x 17.1x 186.0x 45.5x 13.9x 5.2x NA 11.0x NA NA 8.1x Operating/Segmented Summary Production Revenue Growth y/y Gross Margin Disitribution Revenue Growth y/y Gross Margin Prod. & Service Fee Revenue Growth y/y Gross Margin M&L-owned Revenue Growth y/y Gross Margin M&L-represented Revenue Growth y/y Gross Margin New Media Revenue Growth y/y Gross Margin Family Channel Revenue Growth y/y Gross Margin Key Statistics 52-Week High 52-Week Low Avg Vol (3-Mo) Shares Outstanding Market Cap Net Debt Enterprise Value Div Yield FYE Employees Top Inst. Ownership M Shares 6 Mnths % Held 36.09 16.87 15.46 7.88 6.33 3.75 3.58 2.09 1.84 1.33 (1.42) 1.45 0.00 NA 0.00 (2.39) (0.02) (0.00) 0.00 0.00 28.7% 13.4% 12.3% 6.3% 5.0% 3.0% 2.9% 1.7% 1.5% 1.1% Valuation F2015 F2016E F2017E Revenue EBITDA Depreciation Capex Discretionary CF Discount Rate Terminal EBITDA Multiple 264.0 54.8 (10.4) (4.8) 22.8 302.7 98.2 (22.1) (4.7) 64.5 7.25% 10.00x 325.2 109.1 (15.5) (5.7) 97.9 Current 1-Yr TGT 1,293.9 1,484.1 $11.75 1,387.7 1,590.1 $12.81 Luxor Capital Fiera Capital Fine Capital Partners Tybourne Capital Mgmt. Lioneye Capital CI Investments Fiam Llc Pembroke Management Pleasant Lake BMO Investments Terminal Value PV Equity Value DCF Value Comparables Comparables and Peer Analysis DHX Media Corus TVA Lion's Gate Entertainment One Dreamworks Animation Peer Average Comparables Multiples Analysis DHX Media Corus TVA Lion's Gate Entertainment One Dreamworks Animation Peer Average Enterprise FCF Yield Return EV/EBITDA Revenue EV/EBITDA - Target EBITDA EPS P/E Value F2016E F2017E C2015 C2016E C2017E C2015 C2016E C2017E 1,199 1,735 239 5,574 1,009 2,542 2.2% 20.5% 6.2% 3.5% 0.3% 1.3% 6.4% 3.5% 17.6% 14.9% 7.4% 6.5% 21.1% 13.5% 11.1x 7.6x 2.2x 22.9x 7.1x 33.9x 14.8x 10.0x 8.3x 7.9x 15.9x 6.3x 22.4x 12.2x 8.7x 6.4x NA 11.7x 6.0x NA 8.0x 17.7x 8.0x 2.4x 32.5x 10.0x 31.3x 16.8x 16.0x 8.7x 9.8x 22.6x 9.0x 20.8x 14.2x 14.2x 6.8x NA 16.5x 8.7x NA 10.7x C2015 24.4x 8.2x NM 20.8x 8.9x NM 12.6xNA C2016E 14.4x 8.0x 49.4x 14.4x 7.8x 43.8x 24.7xNA P/CFPS *Non-coverage names reflect consensus, 2014 numbers for DHX are based on actual results Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca $0.00 Page 12 of 56 DHX.B-TSX | 20 January 2016 DHX Media Ltd. - Valuation Analysis Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Terminal EBITDA Multiple 7.75% $13.71 $13.16 $12.61 $12.06 $11.51 8.25% $13.49 $12.95 $12.41 $11.87 $11.33 Consensus Indexed EV/EBITDA DHX Corus Dreamworks 25.0x 15.0x 5.0x Sep-15 Nov-15 Jan-16 Sep-15 Jan-16 Jul-15 Jul-15 Nov-15 May-15 May-15 Jan-15 Mar-15 Nov-14 Jul-14 Sep-14 May-14 Jan-14 Mar-14 Nov-13 (5.0x) Consensus Indexed P/E DHX Corus Dreamworks Mar-15 Jan-15 Sep-14 Nov-14 Jul-14 Mar-14 May-14 Jan-14 Sep-13 35.0x 15.0x (5.0x) (25.0x) Nov-13 Current Target C2014 C2015E C2016E C2015E C2016E EV/EBITDA - DHX 12.9x 11.1x 10.0x 17.7x 16.0x Corus 6.2x 7.6x 8.3x 8.0x 8.7x Dreamworks 170.8x 33.9x 22.4x 31.3x 20.8x Entertainment One 9.3x 7.1x 6.3x 10.0x 9.0x P/E - DHX 63.0x 24.4x 14.4x 42.4x 25.0x Corus 7.4x 8.2x 8.0x 9.3x 9.0x Dreamworks 15.5x NM 43.8x NM 40.1x Entertainment One 18.0x 8.9x 7.8x 14.4x 12.6x P/CFPS - DHX 34.8x 28.2x 29.1x 49.1x 50.7x FCF Yield - DHX 2.5% 3.0% 2.9% 1.7% 1.6% Corus 19.5% 20.6% 19.5% 18.2% 17.3% Dreamworks -9.1% 0.9% 1.3% 1.0% 1.4% Entertainment One -5.2% -1.1% 5.0% -0.7% 3.1% *Non-coverage names reflect consensus Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ DCF Sensitivity Discount Rate 6.25% 6.75% 7.25% $14.39 $14.16 $13.93 $13.81 $13.59 $13.37 $13.23 $13.02 $12.81 $12.65 $12.45 $12.25 $12.08 $11.88 $11.69 0 11.00x 10.50x 10.00x 9.50x 9.00x Jul-13 1 Year (16.2%) (49.0%) 15.0% (45.2%) (39.1%) (1.3%) 37.2% ● For perspec ve, a 1% change in the discount rate adds $0.42/share, or 3.3%, to our valuation while a 0.5x increase in the terminal multiple adds $0.56/share, or 4.3%, to the valuation Sep-13 YTD (11.5%) 3.6% (1.1%) (8.4%) 2.5% (10.6%) 7.0% ● The DCF produces a current/target valua on of $11.75/$12.81, from which we derive our $13.00 target Jul-13 3 Mths (9.5%) (9.7%) 26.0% (33.7%) (11.1%) (14.7%) (2.6%) ● Our DCF valua on is driven by an 7.3% discount rate and 10.00x terminal EBITDA multiple May-13 1 Mth (10.2%) 7.0% (1.2%) (10.0%) 2.0% (12.8%) 9.5% ● We prefer DCF valua ons for our new media space over relative valuations, which leave investors exposed to group revaluations $0.42 3.3% $0.56 4.3% Mar-13 1Wk (5.4%) (4.4%) (0.9%) (6.0%) 0.0% (7.5%) 1.8% 7.3% $ from 1% in Disc Rate 10.00x $ from 0.5x in Term Mult 12.68x 71.0% -0.6% Current 1-Yr TGT 2-Yr TGT 1,724 1,837 1,906 (240) (247) (213) 1,484 1,590 1,694 126 126 126 $11.75 $12.81 $13.84 $8.05 $13.00 $14.00 31.5% -1.5% -1.2% 2020E 15-20 CAGR 446 11.1% 25.1% 168 13.9% -15 Avg. -8 1.8% 1.7% -21 139 May-13 Recent Performance DHX Corus Dreamworks Entertainment One TVA Disney Hasbro Multiples 2019E 404 148 16.6% -15 -7 1.8% -18 121 Jan-13 Enterprise Value Net Debt Total Equity Value Shares Outstanding DCF Value per Share ($) Current, Target Share Price ($) Discount % to DCF Value 2018E 361 127 16.2% -15 -6 1.8% -14 110 Mar-13 Discount Rate % Terminal EBITDA Multiple Terminal FCF Multiple Terminal Value as % of Equity Value Implied Perpetual Growth Rate of FCF 2017E 325 109 11.1% -15 -6 1.8% -14 98 Jan-13 All figures in $M CAD, unless otherwise indicated DCF 2014 2015 2016E Revenue 116 264 303 Adj. EBITDA 32 55 98 Growth % 135.5% 71.2% 79.1% D&A -17 -10 -22 Capex -2 -5 -5 Intensity % 2.1% 1.8% 1.5% Cash Taxes -4 -14 -16 Unlevered FCF 20 23 65 Page 13 of 56 DHX.B-TSX | 20 January 2016 Important Information and Legal Disclaimers Euro Pacific Canada Inc. is a member of IIROC and CIPF. The documents on this website have been prepared for the viewer only as an example of strategy consistent with our recommendations; it is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular investing strategy. Any opinions or recommendations expressed herein do not necessarily reflect those of Euro Pacific Canada Inc. Euro Pacific Canada Inc. cannot accept any trading instructions via e-mail as the timely receipt of e-mail messages, or their integrity over the Internet, cannot be guaranteed. Dividend yields change as stock prices change, and companies may change or cancel dividend payments in the future. All securities involve varying amounts of risk, and their values will fluctuate, and the fluctuation of foreign currency exchange rates will also impact your investment returns if measured in Canadian Dollars. Past performance does not guarantee future returns, investments may increase or decrease in value and you may lose money. Data from various sources were used in the preparation of these documents; the information is believed but in no way warranted to be reliable, accurate and appropriate. Euro Pacific Canada Inc. employees may buy and sell shares of the companies that are recommended for their own accounts and for the accounts of other clients. Research Dissemination Policy: All final research reports are disseminated to existing and potential clients of Euro Pacific Canada Inc. simultaneously in electronic form. Hard copies will be disseminated to any client that has requested to be on the distribution list of Euro Pacific Canada Inc. Clients may also receive Euro Pacific Canada Inc. research via third party vendors. To receive Euro Pacific Canada Inc. research reports, please contact your Registered Representative. Reproduction of any research report in whole or in part without permission is prohibited. U.K. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. ANALYST CERTIFICATION Company: DHX Media | DHX.B:TSX I, Rob Goff, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. IMPORTANT DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? Yes; and, 2) What type of security is it? Common shares No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Page 14 of 56 DHX.B-TSX | 20 January 2016 RATING DEFINITIONS Buy The security represents attractive relative value and is expected to appreciate significantly from the current price over the next 12 month time horizon. Speculative Buy The security is considered a BUY but in the analyst’s opinion possesses certain operational and/or financial risks that are higher than average. Hold The security represents fair value and no material appreciation is expected over the next 12-18 month time horizon. Sell The security represents poor value and is expected to depreciate over the next 12 month time horizon. Under Review While not a rating, this designates the existing rating and/or forecasts are subject to specific review usually due to a material event or share price move. Tender Euro Pacific Canada recommends that investors tender to an existing public offer for the securities in the absence of a superior competing offer. Dropped Coverage Applies to former coverage names where a current analyst has dropped coverage. Euro Pacific Canada will provide notice to investors whenever coverage of an issuer is dropped. RATINGS DISTRIBUTION Recommendation Hierarchy Buy Number of recommendations % of Total (excluding Restricted) Hold Sell Under Review Restricted 2 0 2 0 29 21 8 1 5 45% 33% 13% 2% 8% 8 7 2 0 3 40% 35% 10% 0% 15% Number of investment banking relationships % of Total (excluding Restricted) Speculative Buy Tender PRICE CHART, RATING & PRICE TARGET HISTORY DHX Media Ltd. (TSX:DHX.B) $14.00 Date Target (C$) Rating 9 Aug 2013 $3.80 Buy 16 Sep 2013 $4.00 Buy $12.00 29 Nov 2013 $6.25 Buy $10.00 25 Jun 2014 $7.40 Buy 25 Jul 2014 $8.00 Buy 26 Sep 2014 $9.50 Buy $8.00 $6.00 6 Nov 2014 $4.00 $2.00 $0.00 Jan 13 May 13 Sep 13 Jan 14 May 14 Price Sep 14 Jan 15 PT Revisions May 15 Sep 15 Under Review 10 Nov 2014 $11.00 Buy 2 Dec 2014 $11.50 Buy 18 Feb 2015 $12.00 Buy 15 May 2015 $13.00 Buy Coverage Initiated: Aug 9, 2013 Data sourced from: Capital IQ Toronto 150 York Street, Suite 1100 Toronto, ON, M5H 3S5 416-649-4273 | 888-216-9779 Oakville 1275 North Service Road, Suite 612 Oakville, ON L6M 3G4 289-348-5936 Vancouver 900 West Hastings Street, Suite 710, Vancouver BC V6C 1E5 604-453-1382 | 888-216-9779 Rob Goff, CFA | 416.933.3351 | rob.goff@europac.ca Montreal 1501 McGill College Avenue Suite 1450 Montréal, Québec H3A 3M8 514-940-5096 | 888-216-9779 Tokyo Holland Hills Mori Tower RoP #603 5-11-1 Toranomon, Minato-Ku, Tokyo, 105-0001 +81.90.1470.1684| 888-216-9779 Page 15 of 56 Healthcare & Biotechnology 22 January 2016 CPH-TSX: $5.66 | CPHR-NASDAQ: US$3.97 Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Siew Ching Yeo (Associate) | SiewChing.Yeo@europac.ca 104.7 Ent Val (US$M) 111.0 Cash (US$M) 28.1 34.4 Total debt (US$M) 52 Week Range $4.77-$18.75 Avg. Daily Volume (M) 0.2866 Fiscal Year End Dec-31 Financial Metrics In US$ 2014A 2015E 2016E Revenue ($M) 29.2 34.0 46.3 EBITDA ($M) 19.8 10.4 16.6 Net Income ($M) EPS 18.7 (2.2) 5.4 $0.74 ($0.09) $0.21 P/E EV/EBITDA 5.4x NA 19.3x 5.6x 10.7x 6.7x Quarterly Data In US$M Q1 Q2 Q3 Q4 2014 7.1 8.0 6.6 7.5 2015E 7.4 8.8 8.5 9.3 2014 4.8 5.8 4.6 4.5 2015E 5.1 2.5 2.5 2.8 REVENUE Adj EBITDA Company Description Cipher is an ON-based specialty pharmaceutical firm, with early pipeline drugs based on partner Galephar's CIP platform (Lipofen/(CIP-fenofibrate, ConZip-Durela/CIP-Tramadol, Absorica-Epuris/CIPisotretinoin), and with active expansion of North American dermatology footprint through acquisition, including SC-based Innocutis $20.00 0.5 0.4 $15.00 0.3 $10.00 0.2 $5.00 0.1 Jan-16 0 Oct-15 $0.00 Jul-15 Focus on the ‘flat’ if you wish, but we see that term as far more positive within the context of our long-term Absorica revenue expectations than the term ‘flat’ normally implies. First of all, Absorica revenue, at what now appears to be steadystate levels, is actually well above our original revenue expectations for this drug back when it was FDA-approved in FQ212 and launched by Ranbaxy in FQ412. Sun Pharma does not provide product-specific sales (and Ranbaxy did not either) in its financial filings, but we infer just by assuming that Cipher’s royalties are about 9% of Mkt cap (US$M) Apr-15 Describing Absorica’s royalty revenue growth as flat, while true by our forecasts, is deceptive because it ignores how positive ‘flat’ actually is in this context. By our calculation, Cipher’s flagship once-daily super-bioavailable FDA-approved Sun Pharma-partnered CIP-isotretinoin formulation Absorica has generated impressively strong but admittedly flat quarterly royalty revenue since about FQ313, with Cipher’s quarterly share of Absorica gross US sales fluctuating within a US$3.9-5.0M band over the last nine quarters, though settling in at the top end of this range since FQ414. Our model projects that Absorica royalty revenue, representing about 9% of gross sales by US marketing partner Sun Pharma (524715-BOM, NR)/Ranbaxy Laboratories, will remain stable at or near US$5.0-5.2M (or about US$20-21M annually) out to F2018. 26.0 Jan-15 Long-standing top performer within our coverage universe even after considering challenging F2015 returns. And yet despite all of the legacy gloom-and-doom described above, we are identifying Cipher as one of our two Top Picks for 2016 (the other is medical technology developer TSO3 [TOS-T, BUY, PT $3.10], as we describe separately), and in so doing, returning to a former Top Pick of ours in 2014, when CPH shares returned 121.4% to shareholders holding the stock for the full-year duration. We believe that capital markets will see the Innocutis acquisition more for its revenue growth potential in future quarters than for its more modest trailing revenue already achieved, if not in FH116 then certainly by FH216. We separately believe that capital markets are dramatically undervaluing Absorica’s free cash flowgenerating capabilities, the extent to which that has been de-risked in recent months, and the extent to which the drug mitigates Cipher’s financial risk and growth prospects overall. Accordingly, our investment thesis is focused on the following core elements of Cipher’s growing dermatology franchise: Market Data Basic Shares O/S (M) Oct-14 Investment Highlights Revisiting a legacy Top Pick poised to outperform operationally after committing strategically to building out North American dermatology franchise. So let’s get the bad news out of the way first – from a capital markets perspective, Cipher had a year to forget in 2015, experiencing nearly 62% share price decline during which it had flat quarterly royalty revenue for flagship US dermatology drug Absorica while simultaneously experiencing EBITDA margin compression from 61-72% (in FQ114FQ115) to 29-30% in FQ215-FQ315 on impact from a strategic dermatology acquisition consummated early in the year (SC-based Innocutis, in Apr/15). The macroenvironment for the ever-increasingly scrutinized specialty pharmaceutical space did not help either, infusing broad capital market caution on average multiples ascribed to Cipher and its peers. Projected Return: 233.8% Valuation: 20x EPS, 12.5x EV/EBITDA (F2017 estimates) Jul-14 Event: We are identifying Cipher Pharmaceuticals as one of our 2016 Top Picks. US$13.25 Target Apr-14 2016 Top Pick Jan-14 Cipher Pharmaceuticals Buy Rating www.epccm.ca Page 16 of 56 CPH-TSX | CPHR-NASDAQ | 22 January 2016 2015 Company Description Consensus Return Rating: Cipher Pharmaceuticals is an ON-based specialty pharma-ceutical firm, with three already-approved & marketed con-trolled-release oral therapies from its legacy portfolio - Lipofen (CIP-fenofibrate), ConZip-Durela (CIP-Tramadol), Absorica-Epuris (CIP-isotretinoin) plus newly-acquired Innocutis-derived derm-atology therapies in Sitavig-Nuvail-Bionect and several licensed dermatology assets expected to be accretive by F2017/18 (Dermadexin, Pruridexin, ozenoxacin, CF101) Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 Jun-15 Apr-15 0.5 0.45 0.4 0.35 0.3 0.25 0.2 0.15 0.1 0.05 0 200-day MA May-15 Jan-15 50-day MA Feb-15 Dec-14 Oct-14 Nov-14 Jul-14 Aug-14 Sep-14 Last Sale Price Mar-15 $20.50 $18.50 $16.50 $14.50 $12.50 $10.50 $8.50 $6.50 $4.50 $2.50 $0.50 Volume (M Shares) Stock Price ($) TEARSHEET - Cipher Pharmaceuticals (DND-T, US$3.97, BUY, PT: US$13.25) Outperform Target: $9.32 134.7% Medi an: $8.50 114.1% High: $13.25 233.8% Low: $6.20 56.2% # Est: 3 Consensus Distribution Sector Outper/Buy 6 Sector Perform/Hold 0 Sector UnderPerform/Sell 0 Historical Valuations NTM EV/EBITDA 30.0x LTM EV/EBITDA Cipher 14.0x Merus Cipher 10.0x 20.0x 8.0x 15.0x 6.0x 10.0x Growth y/y Cons. Cons. 3 Mts. Ago 2013 2014 1Q-15 2Q-15 3Q-15 4Q-15E 2015E 2016E 26.0 29.2 7.4 8.8 8.5 9.3 34.0 46.3 64.1 382.7% 22.8 22.8 12.4% 32.0 32.0 308.6% 9.0 9.0 442.4% 11.4 11.4 299.4% 11.8 11.8 220.8% 12.8 12.5 16.3% 22.8 22.8 36.1% 32.0 32.0 38.4% 45.1 45.0 19.0 19.8 5.1 2.5 2.5 2.8 10.4 16.6 30.6 Margin 72.9% 14.8 14.8 67.8% 22.3 22.3 68.7% 6.4 6.4 28.7% 4.2 4.2 30.1% 3.0 3.0 30.1% 3.8 3.7 30.4% 14.8 14.8 35.9% 22.3 22.3 47.7% 14.2 15.7 Cons. 3 Mts Ago Net Income Adjusted EPS Cons. Cons. 3 Mts. Ago 18.7 2.7 (0.4) (2.2) 0.5 (2.1) 7.2 $0.72 17.6 $0.74 $0.11 ($0.02) ($0.09) $0.01 ($0.09) $0.21 NA NA NA NA NA NA $0.05 $0.05 ($0.04) ($0.04) ($0.02) $0.06 NA NA NA NA 17.5x $10.71 11.0x $12.70 Implied value/share EV/EBITDA Multiple Implied value/share One year Cipher Pharmaceuticals Target Price (US$) 20.0x $12.24 12.5x $14.46 Cipher Pharmaceuticals CPH Allergan ACT Concordia AGN Cardinal Health CAH Celgene CELG Endo Pharmaceuticals ENDP Gilead Sciences GILD TEVA Teva Valeant VRX Average Comparables - Multiples Analysis 21.2 Cipher Pharmaceuticals T12 15.3x 2016E 8.3x 2017E 5.2x 21.2x NA 10.4x 31.0x 25.3x 6.2x 9.8x 12.0x 16.4x 18.0x 3.4x 9.4x NA 9.4x 6.1x 7.5x 8.8x 8.9x 15.8x 3.2x 8.4x NA 8.4x 6.2x 7.7x 8.1x 7.9x Allergan 5.5% 6.5% 7.1% Concordia 5.7% 22.3% 25.7% Cardinal Health 7.0% 7.2% 8.0% Celgene 4.1% 5.3% 6.7% Endo Pharmaceuticals 5.3% 11.7% 15.5% 13.6% 15.0% 15.3% 8.7% 11.9% 14.1% 10.7% 16.1% 20.3% Gilead Sciences Teva Valeant Average T12M 2016E ($0.02) $0.12 8.2x 5.1x 21.2x 18.0x 15.8x 13.2x 3.3x 3.1x 10.2x 9.2x 8.3x N/A 14.5x 11.7x N/A 9.8x 8.7x 6.0x 5.9x 5.9x 9.7x 7.5x 7.6x 12.1x 8.9x 8.2x 12.7x 9.5x 8.3x Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 Jun-15 34.4 108.9 0.0% www.cipherpharma.com Dec 31 12 M Shares % Held 2.36 1.51 0.75 0.73 0.73 0.64 0.53 0.45 0.30 0.22 9.1% 5.8% 2.9% 2.8% 2.8% 2.5% 2.0% 1.7% 1.2% 0.8% Forecast EBITDA 2016E 1-Year T12M 2017E 13.1 21.0 7.1 (67.8%) 7.3% 7,641.6 8,986.2 10,249.2 (23.4%) 162.0 616.5 649.8 (2.3%) 2,842.0 3,148.8 3,511.7 (13.7%) 2,866.2 6,283.5 7,744.3 (29.4%) 782.2 2,112.1 2,371.5 (14.2%) 22,435.0 22,694.3 22,388.7 6.0% 6,548.0 8,500.8 8,358.0 (42.5%) 4,971.6 6,755.5 7,395.1 (20.0%) EV/Revenue 16.2x Apr-15 103.1 Top Institutional Ownership Montrusco Bolton Investments Inc. Grandeur Peak Global Advisors, LLC RBC Global Asset Management Inc. Intact Investment Management Inc. Acadian Asset Management, Inc. O'Shaughnessy Asset Management, LLC Taylor Asset Management, Inc. Raffles Associates LP Armistice Capital LLC AWM Investment Company Inc. 22.5x $13.77 14.0x $16.22 2017E May-15 Feb-15 Mar-15 Jan-15 26.0 Market Cap: Employees: Target - EV/EBITDA Current - EV/EBITDA 2017E 11.5% 0.28 Shares O/S: FYE: $0.61 % Return Trading Current Target Dividend Market Enterprise CCY Price Price Yield % Return Cap Value 1-Week 1-Month 3-Month 0.0% 134.1% $13.25 CAD $5.66 147.0 155.5 (7.2%) (12.0%) (0.7%) USD $295.79 $366.86 0.0% 24.0% 116,606.1 162,154.8 (1.1%) (4.8%) 10.1% CAD $40.31 $50.96 1.0% 27.5% 2,055.6 2,864.8 (14.0%) (22.8%) (7.8%) $80.08 $98.50 1.9% 24.9% 26,344.8 29,062.2 (2.1%) (9.9%) (0.1%) USD $105.46 $142.29 0.0% 34.9% 82,855.2 90,823.6 (0.2%) (5.1%) (12.2%) USD $56.37 $80.68 0.0% 43.1% 12,522.3 20,664.8 4.4% (10.0%) (0.4%) USD $88.87 $123.67 1.9% 41.1% 128,077.7 135,118.7 (4.5%) (13.6%) (17.7%) USD USD $61.99 $77.24 2.7% 27.3% 52,815.5 63,712.5 (1.9%) (5.7%) 4.1% USD $90.27 $154.22 0.0% 70.8% 30,799.3 60,369.0 0.6% (20.2%) (22.3%) 47.5% 50,247.1 62,769.5 (2.9%) (11.6%) (5.2%) 0.8% 2016E 4.4% $3.55 Avg Vol (3-Mo) Website: $13.25 FCF Yield 2015 0.4% 52-Wk Low (US$): Div Yield: Based on F2017 adjusted fully-taxed EPS forecast of US$0.61; adjusted EBITDA forecast of US$30.6M 2 Based on 12.5× EV/EBITDA, 20x EPS (F2017 adj forecasts); FQ315 cash of US$28.0M and LT debt of US$34.4M Ticker $15.04 Ent. Value: 1 Comparables and Peer Analysis Value 52-Wk High (US$): Net Debt: Valuation Price/Earnings Multiple Dec-14 Nov-14 Oct-14 Key Statistics 2017E EBITDA Cons. Sep-14 Jul-14 Jun-14 Jan-16 Dec-15 Nov-15 Oct-15 Nov-15 Sep-15 Aug-15 Aug-15 Jul-15 Jun-15 Jun-15 May-15 Apr-15 Apr-15 Mar-15 Feb-15 Jan-15 Financial Summary/Key Metrics Feb-15 Dec-14 Dec-14 Oct-14 Nov-14 Sep-14 Sep-14 0.0x Aug-14 2.0x 0.0x Aug-14 4.0x 5.0x US$MM except for per share data Total Revenue 1 Merus 12.0x 25.0x EPS 2016E T12 2017E ($0.02) $0.10 $0.56 ($7.37) $0.14 $4.03 $2.08 ($8.41) $11.42 $2.08 $1.78 $16.44 $6.70 $5.29 $5.74 $6.00 $11.86 $5.56 $13.48 $19.27 $7.66 $6.00 $7.33 $7.03 $12.11 $5.79 $16.39 P/CFPS P/E T12M 4.0x 2016E 2.6x 2017E 1.9x T12 NA FY1 38.9x FY2 7.2x 2015 NA 2016E 0.0x 2017E 0.0x 8.3x 8.3x 0.3x 10.1x 5.9x 4.4x 3.2x 6.0x 5.6x 9.2x 8.4x 2.0x 1.9x 0.2x 0.2x 8.1x 6.9x 4.4x 4.0x 4.2x 4.1x 2.8x 2.8x 4.8x 4.4x 4.3x 3.8x NA NA 20.2x 49.6x NA 8.0x 30.0x 49.8x 31.5x 18.0x 4.4x 15.3x 18.0x 8.8x 7.7x 11.3x 6.6x 14.3x 15.3x 3.8x 13.5x 14.1x 7.5x 7.6x 10.8x 5.4x 9.5x NA 17.7x 13.8x NA 3.1x 2.3x NA 10.8x 11.0x NA 18.0x 13.2x NA 12.4x 8.7x NA 7.1x 6.5x NA 10.6x 10.0x NA 6.8x 5.6x NA 9.6x 7.9x Targets, forecasts and valuations reflect consensus estimates derived from Capital IQ Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 17 of 56 CPH-TSX | CPHR-NASDAQ | 22 January 2016 2015 gross sales, that based on FQ315 run-rate, Absorica US sales are tracking at around US$212M (for the record, we originally thought peak sales would eventually hit US$120M or so). Legacy CIP-formulated drugs CIP-fenofibrate (Cipher’s Lipofen) and CIP-Tramadol (Conzip in US, Durela in Canada) are still generating stable royalty revenue of about $1.3-$1.7M per quarter and despite limited growth prospects (particularly for Lipofen for which core Orange Book patents expired in FQ115), both formulations still contribute favourably to quarterly free cash flow, with limited downside from current levels, and thus providing substantial non-dilutive free cash to fund future dermatology acquisitions, just as Absorica does though to a more modest scale. Exhibit 1 — Income Statement & Financial Forecast Data For Cipher Pharmaceuticals (US$000, except EPS) 2012A 2013A 2014A 2015E 2016E 2017E 2018E Revenue, ConZip/Durela 1,278 1,963 1,909 1,469 1,661 1,685 1,694 Revenue, Lipofen 4,103 3,317 5,072 4,037 3,185 4,171 4,913 Revenue, CIP-isotretinoin (N.Am) 1,945 13,842 20,444 21,945 24,308 24,989 25,452 Revenue, CIP-isotretinoin (RoW) 0 0 0 25 1,077 2,372 2,904 Revenue, other Cdn 0 0 0 436 1,024 1,500 2,196 Revenue (Ozenoxacin) 0 0 0 0 0 318 688 Revenue, Sitvig (US) 0 0 0 1,488 7,262 16,121 32,980 Revenue, Sitvig (Cda) 0 0 0 0 48 369 1,120 Revenue, Innocutis (non-Sitvig) 0 0 0 3,697 7,720 12,549 18,373 1,142 6,870 1,800 900 0 0 0 $8,469 $25,992 $29,224 $33,996 $46,284 $64,073 $90,320 135% 207% 12% 16% 36% 38% 41% Milestone payments, other Total revenue Revenue growth (%) Operational expenses EBITDA 4,798 7,035 9,416 23,646 29,683 33,480 40,969 $3,671 $18,957 $19,808 $10,350 $16,601 $30,594 $49,351 EBITDA growth (%) NA 416% 4% (48%) 60% 84% 61% EBITDA margin (%) 43.3% 72.9% 67.8% 30.4% 35.9% 47.7% 54.6% Non-operating expenses $1,273 $1,559 $1,883 $6,151 $6,240 $6,240 $6,240 Net interest expense (income) ($155) ($240) ($441) $2,842 $3,124 $3,124 $3,124 Tax expense, exc carryforwards $777 $42 ($380) $1,964 $1,809 $5,307 $9,997 $1,777 $17,595 $18,746 ($2,207) $5,428 $15,922 $29,990 $0.07 $0.72 $0.74 ($0.09) $0.21 $0.61 $1.15 Fully-taxed EPS (fd) $0.07 $0.67 $0.70 ($0.08) $0.20 $0.58 $1.09 P/E (basic) 55.3x 5.6x 5.4x NA 19.3x 6.6x 3.5x EV/EBITDA 30.3x 5.9x 5.6x 10.7x 6.7x 3.6x 2.3x Adj net inc, tax-affected Fully-taxed EPS (basic) Source: Euro Pacific Canada, Cipher Pharmaceuticals Absorica’s free cash flow-generating capabilities substantially de-risked by negotiating favourable timelines to generic launch by first-to-ANDA-filer Allergan/Actavis, a fact unrecognized by Cipher’s current valuation, in our view. But secondly and as importantly, Absorica’s ability to sustain this quarterly sales performance was substantially de-risked when Cipher and partner Sun Pharma negotiated a timeline to generic Absorica launch with Actavis/Allergan (AGN-NY, NR), which was the first-to-file an Absorica ANDA back in FQ313, no earlier than late FQ420. Cipher’s core Absorica patents did not expire until Sept/21, but we believe that sacrificing three quarters of branded sales exclusivity is a reasonable price to pay for eliminating generic risk for the next 21 quarters (including FQ415) and thus substantially mitigating risk from any CIP-like isotretinoin formulations capturing market share from Absorica imminently. Assuming FQ315 Absorica US royalty revenue is a reasonable run-rate for future royalties, and excluding added revenue from RoW CIP-isotretinoin sales (notably in Canada, where the Epuris brand has comparable Rx market share of 19%-20% that Absorica sustains in the US), we believe it is reasonable to assume Absorica’s cumulative royalty revenue (EBITDA and free cash flow would of course be identical) of >US$100M, or US$3.86/shr (or if we ascribe a 10% discount rate to projected annual Absorica-derived Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 18 of 56 CPH-TSX | CPHR-NASDAQ | 22 January 2016 2015 free cash, we still derive a sizable discounted value per share of US$3.20), close to CPH/CPHR’s current share value. We would have preferred a lower valuation on Innocutis too (and a lower interest rate on debt used to fund it), but we expect capital markets to shift attention to Innocutis’ growth potential imminently. Our views on Innocutis have been articulated before, initially following its acquisition in Apr/15 and a few times since, but just to lay all our cards on the table before espousing the virtues of its acquisition as we see them, we do have some sympathy for the market’s caution on Innocutis, at least until we see sustainable upward revenue trajectory on its existing approved product portfolio. According to the Business Acquisition Report filed with Sedar, the firm has generated T12M operating loss of ($5.6M) and its US$45.5M acquisition value was mostly funded with 10.25% interest-bearing debt. Thus, Innocutis is not yet sufficiently profitable to self-fund the financial costs put in place to acquire it, and then layer on the reality that in the first quarter post-Innocutis integration (FQ215), Cipher’s EBITDA margin declined sequentially from 68.7% in FQ115 to 28.7% in FQ215, and then overlay this with the fact that many of Cipher’s recent product acquisitions (ozenoxacin, CF101, Dermadexin, Pruridexin, among others) have been clinical-stage and not already-approved drugs – well, we get it, honest!! Exhibit 2 — Valuation Scenarios for Cipher Pharmaceuticals Price/earnings multiple, F2017 Implied share price 1 EV/EBITDA multiple, F2017 Implied share price 1 10x 15x 17.5x 20x 22.5x 25x 30x $6.12 $9.18 $10.71 $12.24 $13.77 $15.30 $18.36 5x 10x 11x 12.5x 14x 17.5x 20x $5.64 $11.52 $12.70 $14.46 $16.22 $20.34 $23.28 One-year Cipher target price $13.35 1 Based on F2017 adjusted fully-taxed EPS forecast of US$0.61; adjusted EBITDA forecast of US$30.6M 2 Based on 12.5× EV/EBITDA, 20x EPS (F2017 adj forecasts); FQ315 cash of US$28.0M and LT debt of US$34.4M Source: Euro Pacific Canada, Cipher Pharmaceuticals But with that as backdrop, we are optimistic that core Innocutis assets Sitavig/Nuvail/Bionect can perform well in F2016 and beyond. So on Innocutis’ existing pipeline, we are already seeing strong sequential growth for all three core products in the pipeline, starting with muco-adhesive acyclovir formulation Sitavig for which gross sales according to IMS Health/Bloomberg data grew impressively by 113% in FQ415 to US$3.6M from US$1.7M in FQ315 (Cipher actually recorded US$0.7M in FQ315 Sitavig sales, so Cipher’s actual FQ415 Sitavig sales though growing, are likely to be proportionately lower than the published gross sales data indicated above), a trend we expect to continue throughout F2016. Nail dystrophy drug Nuvail also grew impressively in FQ415 by 57% to generate branded sales in the quarter of around US$2.7M versus US$1.7M in FQ315 and hyaluronic acid formulation Bionect was more stable in a much more crowded market and yet still grew 10% sequentially to US$1.41M from US$1.28M in FQ315. Accordingly, we are already seeing evidence of Cipher’s marketing strategy on core Innocutis dermatology assets and we see this as equally strong evidence of Cipher’s already strong marketing bandwidth in its target medical market (dermatology). Regulatory milestones also on the horizon for recently acquired, attractively valued dermatology assets, but valuation impact likely to be more modest than quarterly EBITDA growth could be. It is abundantly clear that EBITDA-positive Cipher, like its EBITDA-positive specialty pharmaceutical peers, is valued by capital markets by, well, its EBITDA growth trajectory and less by milestone-driven events that de-risk future EBITDA growth but for which the market ascribes limited value until the impact on profitability upside is tangibly realized. Accordingly, we expect modest valuation impact on Cipher’s clinical/regulatory activities, but that does not mean we are obliged to ignore them and there are many such events that we indeed do not plan to ignore. These include forthcoming regulatory filing (probably this quarter) of Ferrer’s (Private) impetigo drug ozenoxacin for which Cipher holds Canadian marketing rights and for which Health Canada approval by FQ416/FQ117 timeframe seems reasonable to us. We separately anticipate Health Canada approval by FQ316 for Astion Pharma-licensed nicotinamide formulations Dermadexin (seborrheic dermatitis) and Pruridexin (chronic itching), both of which were filed in FQ315. Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 19 of 56 CPH-TSX | CPHR-NASDAQ | 22 January 2016 2015 And the recently filed psoriasis-targeted betamethasone-hyaluronic acid patch formulation Beteflam could separately be Health Canada-approved by FQ416. Clinical-stage assets in Cipher’s portfolio do not really contribute to valuation at present, but asset quality (and the modest price to acquire them) is still positive for longer-term growth, in our view. Other clinical-stage dermatology products on the horizon of course include Can-Fite’s Phase III-stage adenosine receptor-targeted small-molecule ribofuronamide drug CF-101 (data from a second Phase III psoriasis study could be available by F2017, as a guess), and the firm could spearhead new clinical studies for Astion’s Phase II-stage lupus drug ASF-1096 (topical levosalbutamol cream), for which orphan drug status is already granted in Europe, and for which positive Phase II data from a University of Copenhagen study was already published back in 2009 in the British Journal of Dermatology, confirming the drug’s clinical potential in treating lupus suggested by smaller earlier Phase II studies. We like the drug’s medical prospects based on available data we have reviewed but its development will require EBITDAcompressing R&D capital, thus it may be more prudent to co-develop this asset with partners; Cipher has not really updated ASF-1096’s development status since acquiring it from Astion back in Feb/15, and it does not currently contribute to our revenue/EBITDA projections. Summary & valuation. We are of course maintaining our BUY rating and US$13.25 PT on CPH/CPHR, with our valuation still based on multiples of our F2017 EBITDA/EPS forecasts (US$30.6M & US$0.61/shr, respectively) as described in Exhibits 1 and 2. The substantial EBITDA/EPS growth that our F2017 projections imply (we project US$16.6M/US$0.21/shr in F2016) is largely Sitavig/Nuvail/Bionect-driven – cumulative revenue for those three products projected by us to grow from US$15.0M this year to US$29.0M in F2017 – though we do expect more widespread regulatory/commercial activities on CIPisotretinoin, mostly in Latin America where the drug is partnered with Sun Pharma in Brazil and Andromaco (Private) in Chile and where other high-population geographies are equally plausible markets where Cipher’s pivotal bioequivalency data supporting FDA approval back in May/12 could be just as favourably received. Our valuation is solely based on Cipher’s existing commercial or soon-to-be-commercial portfolio and gives no regard to future acquisitions that Cipher could comfortably fund with available cash (FQ315 cash was US$28.1M, or US$1.08/shr, giving no effect to FQ415 operating cash that we expect to be in the US$3M-ish range, as it was in FQ215 and FQ315). At current levels, our PT corresponds to a one-year return of 233.8%. Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 20 of 56 CPH-TSX | CPHR-NASDAQ | 22 January 2016 2015 Exhibit 3 — Comparable companies for Cipher Pharmaceuticals Filing Curr. Company Sym. Shares Out. (M) Share Price 21-Jan-16 Mkt Cap ($M) Ent. Value EV/EBITDA ($M) (T12) (2016E) (2017E) CHH 160.7 $0.25 39 333 12.7 19.9 17.7 Price/Earnings (T12) (2016E) (2017E) Profitable Canadian healthcare firms Centric Health CAD NA NA NA Chartwell REIT CAD CSH-U 176.4 $12.21 2,154 3,680 16.5 15.7 14.8 NA NA NA Cipher Pharmaceuticals USD CPHR 26.0 $2.78 72 79 11.0 5.9 3.7 NA 24.5 4.5 USD CXR 51.0 $28.22 1,439 2,043 NA 3.3 3.1 NA 4.2 3.7 CRH Medical Extendicare REIT USD CRH 83.0 $2.45 203 215 NA 6.9 5.8 46.3 11.9 10.0 CAD EXE 88.0 $8.41 740 1,007 11.7 NA 9.5 42.6 NA NA Knight Therapeutics CAD GUD 103.5 $6.89 713 258 NA NA NA NA 38.3 NA USD CAD DR MSL 31.1 102.6 $9.34 $1.85 291 190 334 222 3.4 7.4 3.7 7.2 3.7 5.3 24.8 NA 15.8 NA 14.7 22.3 Nobilis Health USD NHC 73.6 $2.00 147 147 6.0 2.3 NA 11.4 5.2 NA Northwest Healthcare Patient Home Monitoring CAD CAD NWH-U PHM 71.9 339.1 $8.33 $0.56 599 190 2,262 NA 147 12.3 14.8 3.1 14.7 NA NA NA 9.3 NA 10.2 NA Pharmacie Jean Coutu CAD PJC.A 186.9 $18.26 3,413 3,291 10.2 9.8 10.1 15.7 15.5 15.8 Sienna Senior Living Valeant Pharmaceuticals CAD USD SIA VRX 36.5 341.2 $15.71 $90.27 573 30,799 1,158 17.6 60,247 12.1 15.2 8.9 14.4 8.1 NA 50.7 NA 6.7 NA 5.5 11.0 9.0 9.2 31.9 14.6 11.5 18.0 15.8 NA 18.0 15.4 Concordia Healthcare 1 1 Medical Facilities Merus Labs 1 Average Profitable specialty pharmaceutical firms Allergan USD AGN 394.2 $295.79 116,606 162,155 21.2 Akorn USD AKRX 114.4 $27.58 3,156 4,203 20.2 7.9 7.1 NA 11.7 10.4 BioSyent CAD RX 14.0 $6.36 89 81 15.8 12.4 9.6 23.3 19.3 14.8 Cardinal Health USD CAH 329.0 $80.08 26,345 29,062 10.2 9.2 8.3 19.9 15.1 13.3 Celgene USD CELG 785.7 $105.46 82,855 90,824 31.7 14.5 11.7 50.7 18.3 14.3 Cipher Pharmaceuticals USD CPHR 26.0 $3.97 103 109 15.2 8.2 5.1 NA 34.9 6.5 3.7 1 USD CXR 51.0 $28.22 1,439 2,043 NA 3.3 3.1 NA 4.2 USD DEPO 60.5 $15.56 941 1,571 7.4 8.9 7.0 18.7 9.4 8.3 Dr. Reddy Labs INR 500124 170.6 Rp2,758 Rp470,459 Rp473,482 11.8 11.6 10.9 19.3 17.8 16.9 Endo Health Solutions USD ENDO 222.1 $56.37 12,522 20,665 26.4 9.8 8.7 NA 9.4 8.0 Gilead Sciences USD GILD 1441.2 $88.87 128,078 6.0 5.9 5.9 7.8 7.5 7.3 Impax Labs USD IPXL 70.5 $38.59 2,721 2,822 24.4 9.4 8.3 NA 17.2 13.9 Jazz Pharmaceuticals USD JAZZ 61.5 $130.16 8,005 8,295 12.5 Merus Labs CAD MSL 102.6 $1.85 190 Mylan USD MYL 491.8 $51.44 25,300 Pediapharm CAD PDP 63.1 $0.25 16 Shire USD SHP 592.1 $41.26 24,428 Concordia Healthcare DepoMed 2406.6 135,119 8.7 7.1 24.2 11.5 9.8 7.4 7.2 5.3 NA NA 22.3 31,098 11.8 9.0 8.3 27.1 10.4 9.7 222 NA NA NA NA NA NA 36,542 13.5 15 10.8 9.6 8.0 10.0 8.5 Sun Pharma/Ranbaxy INR 524715 Rp773 Rp1,860,668 Rp1,823,512 24.6 21.7 15.7 NA 34.9 23.7 Teva Pharmaceuticals USD TEVA 852.0 $61.99 52,815 63,712 9.7 7.5 7.6 29.8 11.2 10.7 Valeant Pharmaceuticals USD VRX 341.2 $90.27 30,799 60,247 12.1 8.9 8.1 50.7 6.7 5.5 15.7 10.2 8.6 25.4 14.9 11.7 108 15.0 8.1 5.0 NA 37.7 7.0 Average Cipher Pharmaceuticals 1 USD CPHR 26.0 $3.97 103 Share price converted to USD for stocks reporting financial data in USD but for which share value is reported in CAD Source: Capital IQ Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 21 of 56 CPH-TSX | CPHR-NASDAQ | 22 January 2016 2015 Important Information and Legal Disclaimers Euro Pacific Canada Inc. is a member of IIROC and CIPF. The documents on this website have been prepared for the viewer only as an example of strategy consistent with our recommendations; it is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular investing strategy. Any opinions or recommendations expressed herein do not necessarily reflect those of Euro Pacific Canada Inc. Euro Pacific Canada Inc. cannot accept any trading instructions via e-mail as the timely receipt of e-mail messages, or their integrity over the Internet, cannot be guaranteed. Dividend yields change as stock prices change, and companies may change or cancel dividend payments in the future. 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U.S. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. ANALYST CERTIFICATION Company: Cipher Pharmaceuticals | CPH: CPHR I, Douglas Loe, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. IMPORTANT DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? Yes; and, 2) What type of security is it? Common shares No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 22 of 56 CPH-TSX | CPHR-NASDAQ | 22 January 2016 2015 RATING DEFINITIONS Buy The security represents attractive relative value and is expected to appreciate significantly from the current price over the next 12 month time horizon. Speculative Buy The security is considered a BUY but in the analyst’s opinion possesses certain operational and/or financial risks that are higher than average. Hold The security represents fair value and no material appreciation is expected over the next 12-18 month time horizon. Sell The security represents poor value and is expected to depreciate over the next 12 month time horizon. Under Review While not a rating, this designates the existing rating and/or forecasts are subject to specific review usually due to a material event or share price move. Tender Euro Pacific Canada recommends that investors tender to an existing public offer for the securities in the absence of a superior competing offer. Dropped Coverage Applies to former coverage names where a current analyst has dropped coverage. Euro Pacific Canada will provide notice to investors whenever coverage of an issuer is dropped. RATINGS DISTRIBUTION Recommendation Hierarchy Buy Speculative Buy Hold Sell Under Review Restricted Number of recommendations 29 22 9 1 5 2 0 45% 33% 13% 2% 8% 8 7 2 0 3 2 0 40% 35% 10% 0% 15% % of Total (excluding Restricted) Number of investment banking relationships % of Total (excluding Restricted) Tender PRICE CHART, RATING & PRICE TARGET HISTORY Cipher Pharmaceuticals Inc. (TSX:CPH) $25.00 $20.00 $15.00 $10.00 $5.00 $0.00 Apr 13 Aug 13 Dec 13 Apr 14 Aug 14 Price Dec 14 Apr 15 Aug 15 Dec 15 PT revision Target (C$) $8.25 $9.50 $11.00 $12.75 $14.25 $16.50 $19.50 $23.00 $21.75 US$13.25 Rating Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Coverage Initiated: Jul 25, 2013 [Note: USD PT displayed in US dollar amount without conversion to CAD] Toronto 150 York Street, Suite 1100 Toronto, ON, M5H 3S5 416-649-4273 | 888-216-9779 Date 25 Jul 2013 31 Jul 2013 30 Oct 2013 2 May 2014 28 Jul 2014 30 Oct 2014 9 Jan 2015 14 Apr 2015 12 Aug 2015 17 Aug 2015 Data sourced from: Capital IQ Oakville 1275 North Service Road, Suite 612 Oakville, ON L6M 3G4 289-348-5936 Vancouver 900 West Hastings Street, Suite 710, Vancouver BC V6C 1E5 604-453-1382 | 888-216-9779 Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Montreal 1501 McGill College Avenue Suite 1450 Montréal, Québec H3A 3M8 514-940-5096 | 888-216-9779 Tokyo Holland Hills Mori Tower RoP #603 5-11-1 Toranomon, Minato-Ku, Tokyo, 105-0001 +81.90.1470.1684| 888-216-9779 Page 23 of 56 Healthcare & Biotechnology 22 January 2016 TOS-TSX: $1.86 Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Siew Ching Yeo (Associate) | SiewChing.Yeo@europac.ca 155.0 Enterprise Value 133.0 Adj cash (rec. Q, $M) 22.0 Net Debt (rec. Q, $M) 0.0 52 Week Range $2.25-$1.13 Avg. Daily Volume (M) 1.0320 Fiscal Year End Dec-31 Financial Metrics In C$000's 2014A Sterizone VP4 systems 2015E 2016E $0 $3,122 $18,975 Maint/service/consumables $433 $820 $2,975 $433 Total revenue EBITDA EBITDA margin (%) Net income $3,942 $21,950 ($5,482) ($5,780) $2,185 NA NA 10.0% ($5,948) ($6,226) $1,130 ($0.07) ($0.06) $0.01 P/E NA NA 159.1x EV/EBITDA NA NA 60.9x Fully-taxed EPS (fd) Quarterly Data Q1 Q2 Q3 Q4 EBITDA ($M) 2015 (1.7) (1.6) (1.6) (0.9) 2016 (0.4) 0.1 0.8 1.3 EPS (fd) 2015 ($0.02) ($0.02) ($0.02) ($0.01) 2016 ($0.00) $0.00 $0.01 $0.01 Company Description TSO3 is a QC-based low-temperature hospital sterilization equipment developer, focused on its ozone-based Sterizone VP4 platform; alliance partner identified (Getinge AB) & regulatory approvals granted in North America and Europe, so firm is poised to accelerate revenue/EBITDA growth trajectory in F2016/17 3 $2.00 2.5 2 $1.50 1.5 $1.00 1 $0.50 0.5 0 Nov-15 $0.00 Aug-15 Projected milestones mostly operational, and based on quarterly VP4 unit sales ramp approaching/exceeding our forecasts. So on the milestone watch, TSO3 has become a quarterly revenue growth story after multiple quarters of value creation through technical (and eventually, regulatory) achievements on VP4 development. Our model is probably a bit aggressive on projected FQ415 VP4 revenue/EBITDA at $2.5M/($0.9M), just because we know that most of Getinge’s efforts to establish a mostly US-based VP4-dedicated sales/marketing/support team was intensified after the exclusive alliance was consummated in Nov/15. However, we see no reason why global VP4 market demand could not support FQ116 revenue/EBITDA of 96.7 Market capitalization(M) May-15 No change in competitive landscape, but execution risk remains as VP4 manufacturing/marketing simultaneously ramp during FH116 launch. VP4’s technological advantages over ethylene oxide or steam-formaldehyde or hydrogen peroxide gas plasma-based systems as sold by larger peer firms 3M Healthcare (MMM-NY, NR), J&J (JNJ-NY, NR), Steris (STQ-EU, NR), or even partner Getinge AB itself are as we have described before – higher capacity per load reduces medical device reprocessing costs for client hospitals without sacrificing sterilization potency, without the toxicity limitations of ethylene oxide and with the documented ability (well, at least to Health Canada’s satisfaction, FDA views still pending) to fully sterilize flexible endoscopes and duodenoscopes, a capability that if formally acknowledged in FDA-endorsed claims, positions VP4 well to capture dominant global market share in the 30,000-unit low-temperature hospital central sterilization market, not just in the US. 83.3 Fully-diluted Shares O/S (M) Feb-15 Value creation in F2016 expected to be based more on tangible revenue/EBITDA generation than on the events in F2015 making tangible revenue/EBITDA possible. But we believe that value creation swings to more tangible operational success in F2016, with our model assuming that global VP4 systems can approach $19.0M next year (and $22.0M overall, including service contract and consumables revenue) while swinging into sustainably positive EBITDA territory (we project $2.2M/10% margin next year). We expect sequential unit sales ramp throughout F2016, and probably with FQ4 strength as we have seen with other medical technology developers in our universe before, notably but not exclusively with Novadaq’s (NDQ-T, BUY, PT US$16.00) SPY platform. Market Data Basic Shares O/S (M) Nov-14 Investment Highlights Abundant upside still remains for one of our strongest 2015 performers and Top Picks. We could certainly be accused of lacking creativity by re-anointing 2015 Top Pick TSO3 as one of our Top Picks for 2016 as well, and we plead guilty to that accusation, of course. But for context, TSO3 performed well under the burden of our ‘top pick-ification’ last year by returning 43.8% at year-end, ostensibly by achieving abundant preparative milestones positioning the firm well for commercial success in F2016/17, such as (finally!) garnering favourable FDA review for lead ozone-hydrogen peroxide-based low-temperature sterilizer VP4 (well, this was in Dec/14 but continued to favourably impact TOS valuation, we believe) and consummating a global non-exclusive distribution alliance with now-partner Getinge AB (GETI.B-STO, NR) in Mar/15 that became exclusive and with more tangible commercial commitments in Nov/15. Projected Return: 66.7% Valuation: NPV, 20x EPS, 12.5x EV/EBITDA (F2018 forecasts, 20% disc rate for NPV) Aug-14 Event: We are identifying TSO3 as one of our 2016 Top Picks. $3.10 Target Price May-14 2016 Top Pick Feb-14 TSO3 Buy Rating www.epccm.ca Page 24 of 56 TOS-TSX | 22 January 2016 TEARSHEET - TSO3 (TOS-T, $1.86, BUY, PT: $3.10) $2.50 Last Sale Price 50-day MA 3 200-day MA Company Description Stock Price ($) 2 $1.50 1.5 1 $1.00 0.5 Nov-15 Jul-15 Sep-15 May-15 Jan-15 Mar-15 Nov-14 Jul-14 Sep-14 May-14 Jan-14 Mar-14 Nov-13 Jul-13 Sep-13 May-13 Jan-13 0 Mar-13 $0.50 Consensus Rating: Buy Target: $3.69 Median: $3.63 High: $4.40 Low: $3.10 # Est: 4 Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector UnderPerform/Sell TSO3 is a QC-based low-temperature hospital sterilization equip-ment developer, focused on its ozone-based Sterizone VP4 platform, for which regulatory approvals have now been granted in all major markets, including the US in Dec-14, and global channel partner Getinge AB is actively building out VP4-specific marketing & support infrastructure to drive unit sales in F2017/17. Specific claims have been granted in Canada for sterilizing duodenoscopes & flexible endoscopes, similar claims pending in the US Volume (M Shares) 2.5 $2.00 Return 98.3% 94.9% 136.6% 66.7% 4 0 0 Historical Valuations LTM EV/EBITDA 120.0x 100.0x 80.0x 60.0x TSO3 40.0x Steris 20.0x Financial Summary/Key Metrics C$000's except for per share data Total Revenue Growth y/y Cons. Cons. 3 Mts. Ago EBITDA Margin Cons. Cons. 3 Mts Ago Net Income Adjusted EPS Cons. Cons. 3 Mts. Ago Operating Cash Flow 2011 2012 2013 2014A 2015E 2016E 2017E 2018E 3,355 N/A 2,890 2,890 (7,473) -222.7% -6,851 -6,851 (7,655) ($0.12) ($0.14) ($0.14) (8,645) 2,854 (14.9%) 2,189 2,189 (5,519) -193.4% -6,886 -6,886 (5,796) ($0.08) ($0.11) ($0.11) (6,469) 254 (91.1%) 375 375 (6,931) -2724.9% -7,036 -7,036 (9,270) ($0.11) ($0.12) ($0.12) (8,651) 433 70.2% 417 417 (5,482) -1266.2% -4,857 -4,857 (5,948) ($0.07) ($0.08) ($0.08) (2,903) 3,942 810.4% 3,754 4,998 (5,780) -146.6% -5,616 -4,729 (6,226) ($0.06) ($0.07) ($0.07) (5,138) 21,950 456.8% 24,351 25,714 2,185 10.0% 306 2,574 1,130 $0.01 $0.01 $0.02 (4,368) 43,514 98.2% 48,466 54,996 13,765 31.6% 15,588 11,782 9,352 $0.10 $0.11 $0.10 7,339 60,669 39.4% 66,156 80,396 21,702 35.8% 19,209 18,589 14,908 $0.15 $0.15 $0.14 16,730 Key Statistics 15.0% $5.71 15.0x $2.31 10.0x $2.25 One year TOS Target Price 1 20.0% $3.83 20.0x $3.08 12.5x $2.81 Value $2.25 $1.13 1.03 83.3 155.0 36.1 143.6 0.0% www.tso3.com Dec 31 42 52-Wk High: 52-Wk Low: Avg Vol (3-Mo) Shares O/S: Market Cap: Net Debt: Ent. Value: Div Yield: Website: FYE: Employees: Top Inst. Ownership Fidelity Investments Sprott Asset Management, LP Caisse de dépôt et placement du Québec IG Investment Management, Ltd. Formula Growth Limited Desjardins Global Asset Management Inc. BlackRock, Inc. Gilder Gagnon Howe & Co. LLC Next Edge Capital Corp. Valuation NPV, Discount Rate Implied value/share1 Price/Earnings Multiple Implied value/share1 EV/EBITDA Multiple Implied value/share1 Jan-16 Jan-16 Jan-16 Jan-16 Jan-16 Jan-16 Jan-16 Jan-16 Jan-16 Jan-16 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Dec-15 Nov-15 Nov-15 Nov-15 Nov-15 Nov-15 Nov-15 0.0x 25.0% $3.36 25.0x $3.86 15.0x $3.37 $3.10 Dimensional Fund Advisors LP 121.0% 60.8% M Shares 8.40 8.11 8.11 2.29 0.70 0.12 0.09 0.04 % Held 10.1% 9.7% 9.7% 2.7% 0.8% 0.1% NA NA NA 0.00 NA 1 Based on fully-taxed F2018 EPS (fd) forecast of $0.15, EBITDA of $21.7M, NPV, 20% disc rate; pro forma cash, including Getinge payment in Nov/15, of $22.0M, no LT debt; revised fd S/O of 96.7M Comparables and Peer Analysis Ticker TSO3 3M Balchem Corp Getinge AB Ion Beam Applications Johnson & Johnson Nanosonics Steris Average TOS MMM BCPC GETI.B IBAB JNJ NAN STE Comparables - Multiples Analysis TSO3 3M Balchem Corp Getinge AB Ion Beam Applications Johnson & Johnson Nanosonics Steris Average 1 Trading Current Target CCY Price Price $3.10 CAD $1.86 $158.13 USD $137.76 $69.00 USD $54.45 SEK SEK 190.40 SEK 222.53 €33.70 EUR €27.76 $107.67 USD $95.94 $1.92 AUD $1.72 $88.40 USD $67.60 2015 FCF Yield 2016E 2017E 0.0% 5.6% 4.5% 3.6% 2.3% 6.2% -0.4% 0.0% 0.0% 5.9% 4.4% 5.9% 2.5% 6.4% 0.9% 0.0% 0.0% 6.2% 4.3% 7.1% 2.8% 6.7% 1.1% 0.0% Div Yield Implied % Return 0.0% 66.7% 3.0% 17.8% 0.6% 27.3% 1.5% 18.4% 0.6% 22.0% 3.1% 15.4% 0.0% 12.2% 1.5% 32.2% 1.3% 26.5% % Return Market Enterprise Cap Value 1-Week 1-Month 3-Month 155.8 143.6 (5.1%) (14.3%) 9.4% 84,328.1 93,861.1 (2.4%) (7.5%) (11.6%) 1,755.1 1,979.8 (5.6%) (12.0%) (18.9%) 45,376.7 66,092.7 (4.5%) (10.8%) (11.2%) 788.3 767.6 (10.0%) (14.0%) (10.8%) 264,934.9 247,563.9 (3.0%) (6.6%) (4.4%) 486.2 449.2 (0.3%) 3.6% 17.9% 5,825.7 6,494.2 (0.5%) (8.7%) (0.3%) 50,456.3 52,169.0 Current - EV/EBITDA T12M 2016E 2017E Target - EV/EBITDA T12M 2016E NA 11.0x 14.7x 11.8x 25.5x 11.0x NA 19.0x NA 10.6x 14.7x 10.6x 18.8x 9.9x NA 13.3x 9.2x 10.2x 14.7x 9.4x 15.4x 9.3x 95.3x 10.4x N/A 11.0x 14.7x 11.8x N/A 11.0x N/A 19.0x 15.5x 13.0x 21.7x 13.5x NA 10.6x 14.7x 10.6x 18.8x 9.9x NA 13.5x NA (3.9%) 2017E 9.2x 10.2x 14.7x 9.4x 15.4x 9.3x NA 10.3x NA (8.8%) 1-Year T12 30.1% -6.2 (15.2%) 8,496.0 3.1% 135.1 5.5% 5,589.0 100.3% 30.1 (5.8%) 22,554.0 29.9% -5.9 4.8% 341.9 (3.7%) 19.1% EV/Revenue T12M 2016E 2017E Consensus Valuations EBITDA EPS 2016E 2017E T12 2016E 2017E 0.3 15.6 ($0.09) $0.01 $0.11 8,825.7 9,218.2 $7.88 $8.23 $8.91 134.5 134.9 $2.04 $2.45 $2.72 6,213.7 7,025.5 SEK 6.00 SEK 8.86 SEK 11.90 40.9 50.0 €1.13 € 1.00 € 1.17 25,066.3 26,700.3 $5.29 $6.41 $6.81 -2.0 4.7 ($0.02) ($0.01) $0.04 490.0 627.0 $1.88 $3.51 $4.01 Forward P/E N12M 2016E 2017E T12M 92.2x 3.1x 3.4x 2.3x 3.2x 3.5x 20.2x 3.4x 5.9x 3.1x 3.3x 2.1x 2.7x 3.4x 13.5x 2.9x 3.0x 3.0x 3.3x 2.1x 2.4x 3.3x 8.9x 2.3x 0.0x 17.4x 23.5x 22.9x 30.1x 15.3x NM 17.9x 187.0x 16.7x 22.7x 21.5x 27.8x 14.9x NM 19.3x 17.0x 15.4x 20.5x 16.0x 23.7x 14.1x 41.2x 16.9x 16.4x 4.6x 3.5x 18.1x 44.3x 20.6x NA NA NA NA NA NA NA NA NA P/CFPS 2016E 2017E 0.0x 12.7x 0.0x 11.3x 0.0x 12.5x NM 0.0x 0.0x 12.1x 0.0x 9.4x 0.0x 11.6x 92.3x 0.0x 5.2x 15.7x Targets, forecasts and valuations reflect consensus estimates derived from Capital IQ Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 25 of 56 TOS-TSX | 22 January 2016 $3.7M/($0.4M) (23 VP4 unit sales, plus modest service/consumables revenue), increasing to $4.9M/$0.1M in FQ216 (31 VP4 unit sales; the first full-quarter when we project positive quarterly EBITDA), to $6.2M/$0.8M in FQ316 (39 VP4 units), and $7.2M/$1.3M in FQ416 (45 VP4 units). Our model still assumes a VP4 transfer price to Getinge AB for TSO3-manufactured systems of US$110,000, with achievable steady-state gross margin (including higher-margin service contracts and consumables [biological/chemical indicators of sterilization cycle efficacy] sales) of 60-61%, ramping steadily up to that level by FH217. Exhibit 1 – Financial Summary for TSO3 (C$000, except EPS) Sterizone VP4/125L+ systems Maint/service/consumables Total revenue Revenue growth (%) VP4 Unit sales Gross margin Gross margin (%) EBITDA EBITDA growth (%) EBITDA margin (%) Net Income Net income, fully-taxed Fully-taxed EPS (fd) P/E EV/EBITDA 2014A 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 0 3,122 18,975 37,125 44,138 52,800 63,250 69,988 77,413 433 820 2,975 6,389 16,531 27,469 39,578 52,859 67,313 $433 70% NA (686) (158%) ($5,482) NA NA ($5,948) ($5,948) ($0.07) NA NA $3,942 810% 22 1,355 34% ($5,780) NA NA ($6,226) ($6,226) ($0.06) NA NA $21,950 457% 138 12,241 56% $2,185 (138%) 10% $1,781 $1,130 $0.01 159.1x 60.9x $43,514 98% 270 25,967 60% $13,765 530% 32% $13,360 $9,352 $0.10 19.2x 9.7x $60,669 39% 321 34,885 58% $21,702 58% 36% $21,297 $14,908 $0.15 12.1x 6.1x $80,269 32% 384 48,161 60% $33,915 56% 42% $33,511 $23,457 $0.24 7.7x 3.9x $102,828 28% 460 61,697 60% $46,298 37% 45% $42,285 $32,125 $0.33 5.6x 2.9x $122,847 19% 509 73,708 60% $56,614 22% 46% $39,658 $39,658 $0.41 4.5x 2.3x $144,725 18% 563 86,835 60% $68,383 21% 47% $47,896 $47,896 $0.50 3.8x 1.9x Source: Euro Pacific Canada, Company Reports and Filings But still one non-operational milestone on the horizon with FDA consideration of endoscope/duodenoscope sterilization claims still pending. As important, we are watching closely for timelines to what we hope will be positive FDA consideration of TSO3’s recently submitted data claiming efficacy in fully sterilizing flexible endoscopes and duodenoscopes, and if granted, as it already has been in Canada in Oct/15, we believe VP4 rapidly emerges as a sterilization platform that is not just nice-tohave, but is mandatory for any hospital that frequently conducts endoscope/duodenoscope-based GI diagnosis. The medical imperative to displace chemical disinfection with sterilization was not always realized, but is increasingly seen as a problem in search of a solution through the emergence of endoscope-associated GI infections at major US hospitals, notably but not exclusively at the UCLA Medical Center as reported in Feb/15 and as compelled distribution of warning letters by the FDA to endoscope manufacturers like market-leading Japanese firm Olympus (7733-JP, NR), among others. Accordingly, we believe now as before that the FDA is motivated to expeditiously identify credible solutions to endoscope reprocessing that disengage standard-of-care from chemical disinfection as has been conventional practice until recently, and VP4 seems poised to emerge as that solution, perhaps as early as FQ216 (our expectation only, not formal guidance from FDA or TSO3 itself). It is far more positive for us that partner Getinge AB was willing to publish minimum VP4 unit sales obligations than what that minimum actually was. Since we emphasized above that we still believe the global low-temperature sterilization unit installed base is about 30,000, with a 10-year average replacement cycle implying annual turnover of around 3,000 systems, we should again be clear that Getinge AB itself has published in its own filings that it believes its VP4 target market is around 2,300 systems. We believe the delta in the two values caters to the probability that Getinge AB is excluding more cost-sensitive tier 2 medical markets that it expects to target with its lower-cost recently partnered Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 26 of 56 TOS-TSX | 22 January 2016 Stericool platform, and we suspect that Getinge AB is also excluding its own steam-formaldehyde installed base from the calculation. Accordingly, we still believe that Getinge’s published commitment to achieve at least 10% annual turnover market share by F2020 corresponds to 300 VP4 systems annually, not 230, and regardless, we consider this to be a floor and not a ceiling on achievable five-year VP4 market share. We believe that VP4 cumulative installed base can trip over 5,000 systems at least as fast as J&J/Advanced Sterilization Products did with its first-generation hydrogen peroxide-based Sterrad platform in the 1990s (about nine years post-FDA approval in 1992). Formal FDA recognition of endoscope sterilization claims should, in our view, accelerate timelines to achieving and exceeding that threshold installed base. Exhibit 2 – Valuation Summary for TSO3 NPV, discount rate Implied value per share 10% 15% 20% 25% 30% 40% $7.67 $5.71 $3.83 $3.36 $2.65 $1.75 Discounted projected share price to year-end 2016 Price/earnings multiple, F2018 Implied share price 1 EV/EBITDA multiple, F2018 Implied share price 1 One-year TSO3 target price 10x 15x 20x 25x 30x 40x $1.54 $2.31 $3.08 $3.86 $4.63 $6.17 5x 10x 12.5x 15x 17.5x 20x $1.12 $2.25 $2.81 $3.37 $3.93 $4.49 $3.24 1 Based on fully-taxed F2018 EPS (fd) forecast of $0.15, EBITDA of $21.7M, NPV, 20% disc rate; pro forma cash of $22M, including Getinge payment in Nov/15, no LT debt; revised fd S/O of 96.7M Source: Euro Pacific Canada Summary & valuation. Our fundamental investment thesis on TOS is unchanged by re-establishing the stock as our Top Pick in our medical technology coverage universe, with our $3.10 PT still based on NPV and multiples of our F2018 EBITDA/fully-diluted fully-taxed EPS forecasts ($21.7M and $0.15/shr, respectively), as shown in Exhibit 2, and as summarized within our ‘tearsheet’ financial summary. All methodologies still incorporate a discount rate of 20%, which if anything is a bit conservative in our view for a commercial-stage medical technology developer and for which we have a downward bias should FDA claims on endoscope sterilization be granted by mid-F2016 as we predict. At current levels, our PT corresponds to a one-year return of 66.7%. Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 27 of 56 TOS-TSX | 22 January 2016 Exhibit 3 – Publicly Traded Peer Firms For TSO3 Share Shares Share Company Price Curr. Sym. Out. Price (M) 21-Jan-16 Market Enterprise Cap ($M) Value ($M) EV/EBITDA (T12) (FY1) (FY2) EV/rev Price/Earnings (T12) (T12) (FY1) (FY2) Medical imaging equipment manufacturers Hologic USD HOLX 282.9 $33.91 9,593 13,024 13.4 12.4 11.6 4.9 NA 18.6 16.8 IBM USD IBM 970.1 $122.91 119,236 150,075 7.7 7.4 7.3 1.8 9.1 9.1 8.6 Kon Philips EUR PHIA 925.3 € 22.68 20,985 25,602 10.9 8.4 7.6 1.1 25.1 15.5 13.2 Siemens AG EUR SIE 808.6 € 82.00 66,310 84,221 10.4 8.5 7.8 1.1 9.3 12.5 11.2 Toshiba JPY 6502 4234.1 ¥211 895,090 2,491,990 18.0 NA 6.8 0.4 NA NA 7.2 Varian Medical Systems USD VAR 96.0 $74.81 7,181 6,889 10.9 10.3 9.8 2.2 18.1 16.8 15.3 Waters Corp. USD WAT 81.7 $124.56 10,172 9,529 14.3 14.1 13.3 4.7 22.0 21.2 19.5 12.2 10.2 9.2 2.3 16.7 15.6 13.1 93,861 11.0 11.3 10.7 3.1 17.5 18.2 16.7 Average Sterilization product manufacturers 3M USD MMM 615.7 $137.76 84,821 Balchem Corp USD BCPC Getinge AB SEK GETIB 31.5 $54.45 1,716 1,980 14.7 14.6 14.7 3.4 26.7 22.2 22.2 238.3 SEK 190.40 SEK 45,377 66,093 11.8 11.6 10.5 2.3 31.8 28.5 21.5 Ion Beam Applications EUR IBAB 28.4 $27.76 € 788 768 25.5 22.3 18.8 3.2 24.7 32.8 27.8 Johnson & Johnson (ASP) USD JNJ 2766.9 $95.94 265,461 247,564 11.0 10.8 9.9 3.5 18.1 15.5 15.0 Nanosonics AUD NAN 283.5 $1.72 486 449 NA NA NA 20.2 NA NA 41.2 14.8 14.1 12.9 5.9 23.8 23.5 24.1 Average Medical technology manufacturers Boston Scientific USD BSX 1345.2 $17.56 23,622 29,104 16.2 14.8 13.0 4.0 NA 19.1 16.7 Hologic USD HOLX 282.9 $33.91 9,593 13,024 13.4 12.4 11.6 4.9 NA 18.6 16.8 Intuitive Surgical USD ISRG 37.4 $555.60 20,760 18,982 24.2 17.1 15.4 8.3 37.5 27.4 24.1 Kon Philips EUR PHIA 925.3 € 22.68 20,985 25,602 10.9 8.4 7.6 1.1 25.1 15.5 13.2 Medtronic USD MDT 1406.2 $74.60 104,899 123,546 16.0 13.4 12.3 4.8 42.2 17.0 15.3 Siemens AG EUR SIE 808.6 € 82.00 66,310 84,221 10.4 8.5 7.8 1.1 9.3 12.5 11.2 Smith & Nephew GBP SN 896.5 $11.04 9,898 15,394 11.6 11.1 10.6 NA 17.7 12.9 12.3 St Jude Medical USD STJ 282.7 $53.72 15,185 17,772 10.7 10.8 10.0 3.2 15.0 13.7 12.9 Stryker USD SYK 376.0 $91.89 34,551 34,332 13.0 12.9 12.1 3.5 29.5 18.0 16.5 Varian Medical Systems USD VAR 96.0 $74.81 7,181 6,889 10.9 10.3 9.8 2.2 18.1 16.8 15.3 Waters Corp. USD WAT 81.7 $124.56 10,172 9,529 14.3 14.1 13.3 4.7 22.0 21.2 19.5 Zimmer-Biomet Holdings USD ZBH 203.8 $98.18 20,007 30,134 14.4 12.8 10.1 5.7 NA 14.3 12.6 13.8 12.2 11.1 3.9 24.0 17.2 15.5 NA NA NA 85.4 NA NA NA Average TSO3 CAD TOS 83.3 $1.86 $155 133 Source: Capital IQ Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 28 of 56 TOS-TSX | 22 January 2016 Important Information and Legal Disclaimers Euro Pacific Canada Inc. is a member of IIROC and CIPF. The documents on this website have been prepared for the viewer only as an example of strategy consistent with our recommendations; it is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular investing strategy. Any opinions or recommendations expressed herein do not necessarily reflect those of Euro Pacific Canada Inc. Euro Pacific Canada Inc. cannot accept any trading instructions via e-mail as the timely receipt of e-mail messages, or their integrity over the Internet, cannot be guaranteed. Dividend yields change as stock prices change, and companies may change or cancel dividend payments in the future. All securities involve varying amounts of risk, and their values will fluctuate, and the fluctuation of foreign currency exchange rates will also impact your investment returns if measured in Canadian Dollars. Past performance does not guarantee future returns, investments may increase or decrease in value and you may lose money. Data from various sources were used in the preparation of these documents; the information is believed but in no way warranted to be reliable, accurate and appropriate. Euro Pacific Canada Inc. employees may buy and sell shares of the companies that are recommended for their own accounts and for the accounts of other clients. Research Dissemination Policy: All final research reports are disseminated to existing and potential clients of Euro Pacific Canada Inc. simultaneously in electronic form. Hard copies will be disseminated to any client that has requested to be on the distribution list of Euro Pacific Canada Inc. Clients may also receive Euro Pacific Canada Inc. research via third party vendors. To receive Euro Pacific Canada Inc. research reports, please contact your Registered Representative. Reproduction of any research report in whole or in part without permission is prohibited. U.K. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. ANALYST CERTIFICATION Company: TSO3 Inc. | TOS: TSX I, Douglas Loe, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. IMPORTANT DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? Yes; and, 2) What type of security is it? Common shares No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? Yes During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? Yes Has the Analyst had an onsite visit with the Issuer within the last 12 months? No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Page 29 of 56 TOS-TSX | 22 January 2016 RATING DEFINITIONS Buy The security represents attractive relative value and is expected to appreciate significantly from the current price over the next 12 month time horizon. Speculative Buy The security is considered a BUY but in the analyst’s opinion possesses certain operational and/or financial risks that are higher than average. Hold The security represents fair value and no material appreciation is expected over the next 12-18 month time horizon. Sell The security represents poor value and is expected to depreciate over the next 12 month time horizon. Under Review While not a rating, this designates the existing rating and/or forecasts are subject to specific review usually due to a material event or share price move. Tender Euro Pacific Canada recommends that investors tender to an existing public offer for the securities in the absence of a superior competing offer. Dropped Coverage Applies to former coverage names where a current analyst has dropped coverage. Euro Pacific Canada will provide notice to investors whenever coverage of an issuer is dropped. RATINGS DISTRIBUTION Recommendation Hierarchy Buy Speculative Buy Hold Sell Under Review Restricted Number of recommendations 29 22 9 1 5 2 0 45% 33% 13% 2% 8% 8 7 2 0 3 2 0 40% 35% 10% 0% 15% % of Total (excluding Restricted) Number of investment banking relationships % of Total (excluding Restricted) Tender PRICE CHART, RATING & PRICE TARGET HISTORY Date 25 Jul 2013 30 Jan 2014 19 Sep 2014 18 Dec 2014 6 Mar 2015 TSO3 Inc. (TSX:TOS) $4.00 $3.50 $3.00 $2.50 Target (C$) $1.50 $1.00 $2.75 $3.75 $3.10 Rating Buy Buy Buy Buy Buy $2.00 $1.50 $1.00 $0.50 $0.00 Apr 13 Aug 13 Dec 13 Apr 14 Price Aug 14 Dec 14 Apr 15 Aug 15 Dec 15 Coverage Initiated: Jul 25, 2013 Data sourced from: Capital IQ PT revision Toronto 150 York Street, Suite 1100 Toronto, ON, M5H 3S5 416-649-4273 | 888-216-9779 Oakville 1275 North Service Road, Suite 612 Oakville, ON L6M 3G4 289-348-5936 Vancouver 900 West Hastings Street, Suite 710, Vancouver BC V6C 1E5 604-453-1382 | 888-216-9779 Douglas W. Loe, PhD MBA | (416) 775-1004 | Doug.Loe@europac.ca Montreal 1501 McGill College Avenue Suite 1450 Montréal, Québec H3A 3M8 514-940-5096 | 888-216-9779 Tokyo Holland Hills Mori Tower RoP #603 5-11-1 Toranomon, Minato-Ku, Tokyo, 105-0001 +81.90.1470.1684| 888-216-9779 Page 30 of 56 20 January 2016 Special Situations CMG-TSX: $8.44 Computer Modelling Group Top Pick for a Second Year Running Investment Thesis: We are pleased to introduce Computer Modelling Group (“CMG” or “the Company”) as a top pick for a second year running. With the share price tumbling 25.8% since the announcement of FQ216 results in mid-November 2015, the stock finished 2015 down 26.9% (including dividends). Shares sold off on what we thought were unrealistic top line Street estimates and moderately higher costs. We believe investors’ concerns are overblown and thus consider this an opportunistic time to accumulate a position in a best-in-breed business. With 88% of sales coming from a recurring revenue base, CMG leverages investors to unique defensive characteristics in declining commodity price markets and to secular growth trends supporting low double-digit top line growth in rising commodity price markets. The strength of the product/brand is evidenced in the fact that CMG is successfully displacing oil service bellwethers and gaining market share (most recently in Colombia and the Middle East). The name is a great refuge for investors seeking a more defensive name (in the short run), while keeping leverage to the secular growth in secondary/tertiary oil production. Catalysts: 1 – Pace of annuity & maintenance revenues over the next quarters: We look for CMG to deliver flat sequential annuity & maintenance revenues (88% of FQ216 revenues) over the next couple of quarters highlighting the resilience of its business model in the face of a deteriorating commodity price environment. In Exhibit 1, we showcase CMG’s sales growth versus WTI oil prices. We highlight that sales growth in recent quarters has been comparable to the last oil crash (2008-09). We expect validation of business model resilience to drive share outperformance. 2 – Margin resilience and potential uptick: EBITDA was the letdown last quarter, coming in at a 45% margin versus our 50% estimate and Street estimate of 51% on the back of higher sales/marketing expenses (up 19.8% y/y). The Company mentioned in its MD&A that increased costs relative to last year stem from a higher employee count and the Society of Petroleum Engineers (SPE) Annual Technical Conference & Exhibition, which took place in FQ2 this year (the SPE conference took place in FQ3 last year). As such, we believe the 45% margin level is a trough. 3 – CoFlow update: We recently visited the Company in view of getting a better grasp on CoFlow. CoFlow will effectively increase users that CMG targets as the Company shifts from only catering to reservoir engineers to adding on production engineers and geomechanic professionals in one integrated interface. This is a structural shift that we believe is not widely appreciated by the market. CoFlow offers an integrated endto-end, multi-user, multi-discipline platform allowing for easy data-sharing in a realtime work environment. This is a complete shift from the current reservoir modelling workflow which is challenged by an inherently sequential process with no real-time feedback, making for a very inefficient work process and the need to maintain many tools. We understand that current JV partners (Shell [RDSA-ENXTAM, NR] and Petrobras [PETR4-BOVESPA, NR]) are deploying the product worldwide, which is a big vote of confidence. It is one thing to help develop a product; it’s another to use it for your day-to-day decision making. Valuation: Our DCF analysis calls for a $15.00 target price. We highlight the Company’s historical NTM P/E ratio in Exhibit 2. It is worth noting that CMG shares are currently trading close to a five-year low on an NTM P/E basis (23.2x). Amr Ezzat | 514.905.7944 | amr.ezzat@europac.ca Buy Rating $15.00 Target Price Projected Total Return: 82.5% Valuation: DCF (8.5% discount; 3.0% GRIP) Market Data Market Capitalization Net Cash Enterprise Value Basic Shares O/S Fully Diluted Shares O/S Avg. Daily Volume (K) 52 Week Range Dividend Yield 662.9 66.8 596.1 78.7 80.0 156.7 $8.22 - $14.60 4.7% Revisions FQ316E Revenue FQ316E EBITDA FQ316E EPS Current Old 19.7 9.2 $0.09 na na na Financial Metrics FYE - Mar 31 Revenue EBITDA EPS 2015A 84,861 43,099 $0.41 2016E 81,443 38,947 $0.36 2017E 98,590 50,421 $0.45 2015A 7.0x 13.9x 20.5x 2016E 7.3x 15.5x 23.1x 2017E 6.0x 11.8x 18.5x Q2 19,731 19,125 9,949 8,519 $0.09 $0.08 Q3 25,206 19,689 14,717 9,205 $0.14 $0.09 Q4 20,372 21,189 8,945 10,402 $0.10 $0.10 Valuation Data FYE - Mar 31 EV/Sales EV/EBITDA P/E Quarterly Data Rev. '15 Rev. '16 EBITDA '15 EBITDA '16 EPS '15 EPS '16 Q1 19,552 21,440 9,488 10,824 $0.08 $0.09 Company Description Incorporated in 1996, Computer Modelling Group develops and licenses reservoir simulation software. The Company's software helps oil and gas companies achieve increased recoveries of hydrocarbons from their reservoirs. CMG is recognized as the leading supplier of dynamic reservoir modelling software. CMG has over 550 clients using its software in 58 countries. The company is headquartered in Calgary, AB and has approximately 200 employees, half of which are dedicated to R&D. $18.00 5.00 4.50 4.00 $16.00 $14.00 3.50 3.00 2.50 $12.00 $10.00 $8.00 2.00 1.50 1.00 $6.00 $4.00 $2.00 $0.00 Jan-15 Apr-15 Jul-15 Oct-15 0.50 0.00 Jan-16 www.epccm.ca Page 31 of 56 CMG-TSX | 20 January 2016 Exhibit 1 – 2008-2009 Déjà-Vu – Sales Growth vs. WTI Price Change Y/Y Growth (%) CMG Sales ($mm) WTI ($) CMG Sales Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 11.7 14.4 10.2 9.1 11.7 14.3 12.1 13.3 12.1 14.4 15.9 12.0 15.9 17.2 16.5 16.1 16.8 19.3 18.1 44.60 49.66 69.89 70.61 79.36 83.76 75.63 79.97 91.38 106.72 95.42 79.20 98.83 103.02 84.96 92.19 91.82 97.23 96.56 Sep-13 17.2 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15E Mar-16E 19.2 20.0 19.6 19.7 25.2 20.4 21.4 19.1 19.7 21.2 WTI Oil 58.8% 60.4% 23.8% (5.2% ) 0.3% (1.0% ) 17.8% 46.8% 3.2% 0.6% 32.2% (10.0% ) 31.8% 19.6% 3.5% 34.2% 5.7% 12.2% 9.7% (53.5% ) (51.1% ) (50.1% ) (29.8% ) 77.9% 68.7% 8.2% 13.3% 15.1% 27.4% 26.2% (1.0% ) 8.2% (3.5% ) (11.0% ) 16.4% (7.1% ) (5.6% ) 13.7% 102.33 6.8% 11.0% 98.42 101.58 105.37 91.16 53.45 47.72 59.48 45.06 37.13 14.3% 3.6% 8.3% 14.5% 31.3% 1.9% 9.4% (2.9% ) (21.9% ) 4.0% 7.2% 4.5% 9.1% (10.9% ) (45.7% ) (53.0% ) (43.6% ) (50.6% ) (30.5% ) Dec 14 comp includes ~$5M of one time software sales Source: Euro Pacific Canada, Bloomberg, Company filings Exhibit 2 – NTM P/E Currently Trading Close to a Five-year Low Source: Euro Pacific Canada, CapitalIQ Amr Ezzat | 514.905.7944 | amr.ezzat@europac.ca Page 32 of 56 CMG-TSX | 20 January 2016 Computer Modelling Group Ltd. (CMG-T, $8.44) - Data Sheet $18.00 Last Sale P rice 50-D ay MA Stock Price ($) $14.00 $12.00 $10.00 $8.00 $6.00 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Volume (M Shares) 5.00 4.50 4.00 3.50 3.00 2.50 2.00 1.50 1.00 0.50 0.00 200 -Day MA $16.00 Dec-15 BUY | PT: $15.00 Company Description Consensus 3 Mths Ago Current Return Incorporated in 1996, Computer Modelling Group develops and licenses reservoir simulation software. The Company's software helps oil and gas companies achieve increased recoveries of hydrocarbons from their reservoirs. CMG is recognized as the leading supplier of dynamic reservoir modelling software. CMG has over 550 clients using its software in 58 countries. The company is headquartered in Calgary, AB and has approximately 200 employees, half of which are dedicated to R&D. Rating: Target: Median: High: Low: Outperform $13.11 $13.00 $16.00 $10.00 Hold $11.79 $11.50 $15.00 $10.00 44% 41% 82% 23% Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector Underperform/Sell # Estimates 4 3 2 9 Historical Valuation CAPITAL IQ - CONSENSUS BASED NTM EV/EBITDA CAPITAL IQ - CONSENSUS BASED NTM P/E 3.50x 40.0x 23.0x 3.00x 35.0x 2.50x 21.0x 2.50x 30.0x 2.00x 19.0x 2.00x 25.0x 1.50x 20.0x 1.00x Jan-16 Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 Jun-15 Apr-15 May-15 Mar-15 Jan-15 Feb-15 Dec-14 Oct-14 3.00x Relat ive to TEV/ Forw ard EB ITDA Nov-14 Sep-14 Jul-14 Feb-14 Jan-16 Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 Jun-15 Apr-15 May-15 Mar-15 Jan-15 Feb-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 May-14 Feb-14 1.00x Mar-14 15.0x Aug-14 1.50x Jun-14 17.0x TEV /For war d EBITD A Apr-14 Relat ive to TEV/ Forw ard EB ITDA May-14 TEV /Forwar d EBITD A Mar-14 25.0x Key Financial Metrics Financial Summary 2015A Q116A Q216A Q316E Q416E 2016E 2017E 2018E Key Statistics Revenue Growth y/y Cons. Cons. 3 Mts. Ago EBITDA Margin Cons. Cons. 3 Mts. Ago Diluted EPS Growth y/y Cons. Cons. 3 Mts. Ago 84.9 13.9% 85.9 85.9 43.1 50.8% 45.0 45.0 0.41 17.7% 0.40 0.40 21.4 9.7% 21.4 21.4 10.8 50.5% 10.9 10.9 0.09 10.1% 0.10 0.10 19.1 (3.1%) 21.5 21.3 8.5 44.5% 11.0 11.0 0.08 -9.2% 0.10 0.10 19.7 (21.9%) 20.4 21.8 9.2 46.8% 10.2 11.7 0.09 -34.8% 0.09 0.10 21.2 4.0% 20.6 22.2 10.4 49.1% 10.2 11.8 0.10 1.2% 0.09 0.11 81.4 (4.0%) 81.7 86.4 38.9 47.8% 40.3 45.2 0.36 -11.5% 0.35 0.39 98.6 21.1% 88.8 94.9 50.4 51.1% 46.1 49.9 0.45 25.0% 0.40 0.45 106.0 7.5% 97.7 110.6 55.2 52.1% 51.2 58.3 0.49 9.0% 0.44 0.48 52-Week High 52-Week Low Avg Vol (3-Mo) Shares Outstanding Market Cap Net Debt Enterprise Value Div Yield FYE Employees Value 2015A Q116A Q216A Q316E Q416E 2016E 2017E 2018E 63.4 11.0% 82.6% 13.4 47.7% 17.4% 8.0 (3.2%) 9.5% 16.7 4.8% 86.7% 2.6 79.0% 13.3% 2.1 (0.7%) 10.0% 16.8 9.5% 93.9% 1.1 (58.9%) 6.1% 1.2 (28.7%) 6.5% 17.3 7.6% 93.9% 1.1 (84.7%) 6.1% 1.3 (28.7%) 6.6% 18.2 13.0% 93.9% 1.5 (30.6%) 6.1% 1.5 (28.7%) 7.2% 69.0 8.7% 91.7% 6.3 -53.4% $0.08 6.2 -22.6% 7.6% 84.7 22.9% 90.0% 9.4 50.6% $0.10 4.4 -28.7% 4.5% 92.5 9.2% 90.0% 10.3 9.2% $0.10 3.2 -28.7% 3.0% 1 Week 1 Month 3 Month YTD 1 Year LTM NTM LTM (1.1%) 0.1% (4.7%) 0.2% (4.7%) (8.3%) (7.3%) (3.2%) (1.2%) (1.5%) (3.2%) (7.0%) (1.8%) (4.2%) (14.3%) 3.5% (7.3%) (19.7%) (13.4%) (8.5%) (2.0%) (6.3%) (7.4%) (9.6%) 14.0% (3.9%) (9.7%) 11.6% 11.9% (1.2%) (16.1%) (35.2%) (3.7%) (5.1%) (3.7%) (29.7%) 22.7% (21.6%) 45.0% (10.2%) 48.2% 46.3% (19.2%) (28.1%) (11.4%) (24.9%) 4.7% (29.8%) 16.4% (21.7%) 45.2% (6.7%) 40.7% 53.5% (9.0%) (19.2%) (11.2%) (22.0%) 6.6% (23.9%) 1,756.8 509.9 314.3 324.9 56.7 57.8 17.5 25.5 23.8 24.0 2,005.0 560.9 526.4 384.1 67.6 82.0 24.0 38.5 29.9 29.2 3.14 1.73 7.11 2.80 0.25 1.20 0.21 (0.09) 1.11 0.88 3.47 3.58 19.34 6.22 0.86 1.65 0.29 0.15 1.04 0.88 43.1 38.9 0.41 0.36 $14.60 $8.22 160k 79 $662.88 -67 $596.07 4.7% Mar 31 ~208 Top Inst. Ownership Segmented Revenue Annuity/maintenance licenses Growth y/y % of Software Sales Perpetual licenses Growth y/y % of Software Sales Professional services Growth y/y % of Total Sales Comparables and Peer Analysis CGI Group Open Text Constellation Macdonald Dettwiler Descartes Enghouse Solium Redknee Mediagrif Information Services Peer Average CMG (EPC) Return EBITDA M Shares Burgundy Asset Management Ltd. 12.87 Neuberger Berman Llc 7.31 T. Rowe Price Group, Inc. 5.64 Manulife Asset Management 5.04 Fidelity Investments 2.19 Royce & Associates, Llc 1.88 Blackrock, Inc. 1.46 Wasatch Advisors Inc. 1.26 Pembroke Management Ltd. 1.13 Dimensional Fund Advisors Lp 0.78 EPS EV / EBITDA NTM LTM 10.5x 12.6x 34.1x 11.9x 32.5x 25.5x 13.8x 11.7x 10.9x 8.7x 17.2x 13.8x NTM 9.2x 11.4x 20.4x 10.1x 27.3x 18.0x 10.1x 7.7x 8.7x 7.2x 13.0x 15.3x Price / Earnings LTM 17.0x 26.5x NM 29.6x NM 49.1x 30.6x NM 14.2x 15.5x 26.1x 20.6x NTM 15.4x 12.8x 25.4x 13.3x 29.4x 35.7x 22.0x 18.0x 15.1x 15.6x 20.3x 23.3x 73% (3%) 6 Mnths % Held 3.43 0.00 (0.06) (0.00) (0.03) 0.88 0.07 0.00 0.00 0.78 16.4% 9.3% 7.2% 6.4% 2.8% 2.4% 1.9% 1.6% 1.4% 1.0% Dividend LTM Yield ROIC 1.7% 1.2% 1.8% 0.8% 2.5% 5.9% 1.4% 4.7% 11.5% 6.8% 25.0% 8.3% 4.4% 12.8% 7.7% 7.5% 9.3% 14.5% 10.8% 42.9% Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ Amr Ezzat | 514.905.7944 | amr.ezzat@europac.ca Page 33 of 56 CMG-TSX | 20 January 2016 Important Information and Legal Disclaimers Euro Pacific Canada Inc. is a member of IIROC and CIPF. 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Reproduction of any research report in whole or in part without permission is prohibited. U.K. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. ANALYST CERTIFICATION Company: Computer Modelling Group | CMG:TSX I, Amr Ezzat, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. IMPORTANT DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? Yes; and, 2) What type of security is it? Common shares No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? Yes Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No Amr Ezzat | 514.905.7944 | amr.ezzat@europac.ca Page 34 of 56 CMG-TSX | 20 January 2016 RATING DEFINITIONS Buy The security represents attractive relative value and is expected to appreciate significantly from the current price over the next 12 month time horizon. Speculative Buy The security is considered a BUY but in the analyst’s opinion possesses certain operational and/or financial risks that are higher than average. Hold The security represents fair value and no material appreciation is expected over the next 12-18 month time horizon. Sell The security represents poor value and is expected to depreciate over the next 12 month time horizon. Under Review While not a rating, this designates the existing rating and/or forecasts are subject to specific review usually due to a material event or share price move. Tender Euro Pacific Canada recommends that investors tender to an existing public offer for the securities in the absence of a superior competing offer. Dropped Coverage Applies to former coverage names where a current analyst has dropped coverage. Euro Pacific Canada will provide notice to investors whenever coverage of an issuer is dropped. RATINGS DISTRIBUTION Recommendation Hierarchy Buy Speculative Buy Hold Sell Under Review Restricted Number of recommendations 29 23 8 1 5 2 0 44% 35% 12% 2% 8% 8 7 1 0 3 2 0 40% 35% 10% 0% 15% % of Total (excluding Restricted) Number of investment banking relationships % of Total (excluding Restricted) Tender PRICE CHART, RATING & PRICE TARGET HISTORY Computer Modelling Group Ltd. (TSX:CMG) Date $18.00 Target (C$) Rating Date Target (C$) Rating 7 Oct 2014 $15.00 Buy 15 Jul 2015 $15.00 Buy $14.00 27 Oct 2014 $15.00 Buy 10 Aug 2015 $15.00 Buy $12.00 11 Nov 2014 $15.00 Buy 13 Aug 2015 $15.00 Buy $10.00 14 Nov 2014 $15.00 Buy 26 Aug 2015 $15.00 Buy $8.00 14 Jan 2015 $15.00 Buy 9 Nov 2015 $15.00 Buy $6.00 4 Feb 2015 $15.00 Buy 20 Jan 2016 $15.00 Buy $4.00 11 Feb 2015 $15.00 Buy $2.00 17 Feb 2015 $15.00 Buy $0.00 Jan 13 2 Apr 2015 $15.00 Buy 19 May 2015 $15.00 Buy 22 May 2015 $15.00 Buy $16.00 May 13 Sep 13 Jan 14 May 14 Price Sep 14 Jan 15 May 15 Sep 15 Target (C$) Coverage Initiated: Oct 7, 2014 Jan 16 Data sourced from: Capital IQ Toronto 150 York Street, Suite 1100 Toronto, ON, M5H 3S5 416-649-4273 | 888-216-9779 Oakville 1275 North Service Road, Suite 612 Oakville, ON L6M 3G4 289-348-5936 Vancouver 900 West Hastings Street, Suite 710, Vancouver BC V6C 1E5 604-453-1382 | 888-216-9779 Amr Ezzat | 514.905.7944 | amr.ezzat@europac.ca Montreal 1501 McGill College Avenue Suite 1450 Montréal, Québec H3A 3M8 514-940-5096 | 888-216-9779 Tokyo Holland Hills Mori Tower RoP #603 5-11-1 Toranomon, Minato-Ku, Tokyo, 105-0001 +81.90.1470.1684| 888-216-9779 Page 35 of 56 Technology 20 January 2016 TCS-TSX: $7.60 TECSYS Inc. Top Pick 2016: Earnings Growth Outperformer Thesis: In the year of early signs of macro malaise, we turn to names with a countercyclical tilt. We are encouraged by the growing visibility at TECSYS. Faster US deal cadence and structural trends of technology adoption make the healthcare sector more impervious to macro gyrations. Further, recent TCS results confirmed acquisition-driven top line synergies and firming operating leverage. With nearterm EBITDA% expansion, we expect earnings growth to upstage that of the relevant peer group. In a year that is shaping into a challenge for earnings upside, we see TCS as a refuge among small-capitalization names. Thus, we pick the Company as our 2016 Top Pick with our Buy rating and $11 price target in place. Visibility catalyst: Secular drivers in the US healthcare market (40% of F2015 sales vs. 26% in F2014) underpin the demand for TCS’s supply chain software. Recent regulatory reforms left its addressable space of healthcare facilities (c. 300) searching for cost savings via supply chain productivity. With c. 20 deals signed to date, TCS is in the early stage of the adoption curve. Indeed, F2015 (April C2015 end) backlog rose 53.7% y/y to $44.9M (vs. 7.4% y/y in F2014) and bookings doubled to $47M. As of late, top line visibility ramped as FQ216 saw acceleration in bookings (49.8% y/y on rolling LTM vs. 47.2% in FQ116) and backlog (FQ216: 37.2% y/y vs. 33.3% in FQ116) rise. Much of the upside is due to the recent bolton’s revenue synergies (Logi-D acquisition in C2014) that helped FQ216 bookings increase 44% y/y to $13.4M. With a five IDN (healthcare supply networks) deal guidance for FH216e confirmed and $47.6M backlog in place, TECSYS looks wellpositioned for c. $70M top line over the NTM (c. 14% y/y vs. LTM revenues). Earnings growth catalyst: Firming operating leverage and margin expansion are set to drive the ongoing EBITDA growth cycle. FQ116’s bookings ramp validated PoUs (acquired via Logi-D) cross-selling potential into existing IDN clients. In turn, high-GM% (70%+) proprietary software sales are set to rise to 60%+ of product revenues (35% of F2015 total revenue). As a result, GM% is set for 200bpsy/y expansion to 50% in F2016e. With operating expenses largely stable q/q (headcount-add completed in F2015), we see y/y EBITDA% expansion to c. 10% in FH216e and 73% y/y EPS growth in F2016e. Defensive catalyst: The strength in the healthcare space lowered TCS’s exposure to more cyclical industries. TCS’s complex supply chain market (industrial, etc.) receded from 74% in F2014 to 60% in F2015 amid 23% y/y revenue growth. With the aforementioned structural trends in healthcare (reform-induced demand for cost-savings), we see the sector as more impervious to macro gyrations. Cash generation catalyst: We see cash generation on the mend, as EBITDA growth offsets working capital intensity (FH116: $0.6M CfOp amid -$1.3M NWC). With net cash of $7.5M, TCS is well-positioned to maintain 1.2% dividend yield. Valuation: TCS’s Canadian SCM “comparables” have outperformed the S&P/TSX Composite Index on the back of stellar EBITDA CAGR. Their SaaS operating model offers higher operating leverage than that at on-premise peers. Thus, TCS’s past margin expansions came at glacial-like rates (vs. Kinaxis [KXS-T, NR] and Descartes [DSG-T, NR]). However, near-term margin recovery (F2015: flat y/y) sees EBITDA growth of 44% CAGR and c. 98% CAGR EPS rise in F2015-F2017e, outstripping those at SCM frontrunners. In turn, we placed our F2017e EBITDA estimates (adjusted for capitalization) on 15-16x (Canadian peers 18-20x) to derive our $11 price target and keep the Buy rating. Risks to our rating include low barriers to competitors’ entry, sales concentration, capacity restrictions, and macro pressures. Buy Rating $11.00 Target Price Projected Return: 46% Valuation: 16x EV/EBITDA F2017E Market Data Market Capitalization Net Debt Enterprise Value Basic Shares O/S Fully Diluted Shares O/S Avg. Daily Volume (M) 52 Week Range Dividend Yield 93.6 -5.0 88.6 12.3 12.3 0.01 $10.35 - $7.25 1.3% Revisions New Old 65.5 6.0 $0.23 n/c n/c n/c 2016E Revenue 2016E EBITDA 2016E EPS Financial Metrics FYE - Apr 15 Revenue EBITDA EPS FCF Net Debt:EBITDA FCF Yield F2015 57.3 4.4 $0.13 -1.0 -1.2x -0.9% -0.7% 7.0% Valuation Data C2014 DCF - Current/Target EV/EBITDA Current Peers Target P/E Current Peers Target 48.0x 41.2x 72.3x 47.1x 68.9x 68.1x C2015E C2016E $11.00 $12.38 44.3x 11.1x 22.9x 19.9x 66.7x 16.8x 61.4x 15.0x 51.7x 42.8x 88.8x 21.7x Quarterly Data EBITDA EPS 2015 2016 2015 2016 Q1 Q2 Q3 Q4 1.0 1.2 1.3 1.0 0.8 1.2 1.7 2.3 $0.03 $0.04 $0.04 $0.02 $0.01 $0.03 $0.07 $0.12 Company Description TECSYS is a provider of Supply Chain Management (SCM) software. Through its Supply Chain Platform, TECSYS helps corporates manage warehouse facilities, distribution networks and logistics. The key focus is the healthcare vertical where TCS ships into integrated delivery networks (IDNs) and third-party logistics providers. TECSYS is headquartered in Montreal, Quebec. $12.00 $10.00 $8.00 $6.00 $4.00 $2.00 $0.00 0.30 0.25 0.20 0.15 0.10 0.05 0.00 Volume (M) Andrej Krneta, MBA | 416.687.6656 | andrej.krneta@europac.ca Mindy Lau, MBA | 416.360.2576 | mindy.lau@europac.ca F2016E F2017E 65.5 73.4 6.0 9.2 $0.23 $0.51 -0.6 6.5 -3.9x -1.2x Price www.epccm.ca Page 36 of 56 TCS-TSX | 20 January 2016 TECSYS Inc. (TCS-T, CAD $7.60) - Data Sheet $12.00 Last Sale Price 50-Day MA 200-Day MA Consensus 3 Mths Ago Current Return Buy $11.50 $11.00 $13.00 $11.00 Buy $11.40 $11.00 $13.00 $11.00 51% 46% 72% 46% Rating: Target: Median: High: Low: TECSYS Inc. provides supply chain management (SCM) systems that helps corporates manage warehouse facilities, distribution networks, and logistics. The Company offers its solutions to the healthcare, high-volume distribution, and third-party logistics (3PL) industries. TECSYS is headquartered in Montreal, QC. Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector Underperform/Sell # Est Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 May-… Jun-15 Apr-15 Jan-15 Feb-15 Mar-15 Dec-14 Oct-14 Nov-14 Sep-14 Apr-14 Jul-14 0 Aug-14 $0.00 May-… 0.05 Jun-14 0.1 $2.00 Mar-14 0.15 $4.00 Jan-14 $6.00 Feb-14 0.2 Dec-13 Stock Price ($) $8.00 Volume (M Shares ) 0.25 $10.00 BUY | PT: CAD $11.00 Company Description 0.3 5 0 0 5 Historical Valuations CAPITAL IQ - CONSENSUS BASED NTM EV/EBITDA CAPITAL IQ - CONSENSUS BASED NTM EV/SALES Manhattan Inc. The Descartes Systems Inc Systems Group TecsysInc Inc. Tecsys Inc. Associates, Manhattan Associates, Inc. The Group Descartes 10.0x Manhattan Inc. The Descartes Systems Group IncSystems Group Tecsys Tecsys Inc. Associates, Manhattan Associates, Inc. The Descartes IncInc. 33.0x 28.0x 8.0x 23.0x 6.0x 18.0x 4.0x 13.0x 2.0x 8.0x Oct-15 Sep-15 Nov-15 Nov-15 Dec-15 Jul-15 Sep-15 Jul-15 May-15 Aug-15 Jun-15 Mar-15 Sep-14 Feb-15 Mar-15 Nov-14 Apr-15 Jan-15 May-15 Dec-14 Jul-14 Jan-15 Nov-14 May-14 Aug-14 Jan-14 Sep-14 Mar-14 Oct-14 Nov-13 Jul-14 Apr-14 Jul-13 May-14 Sep-13 Jun-14 Jan-13 Dec-13 Oct-15 Sep-15 Nov-15 Nov-15 Dec-15 Jul-15 Sep-15 Jul-15 May-15 Aug-15 Jun-15 Mar-15 Sep-14 Feb-15 Mar-15 Nov-14 Apr-15 Jan-15 May-15 Dec-14 Jul-14 Jan-15 Nov-14 May-14 Aug-14 Jan-14 Sep-14 Mar-14 Oct-14 Nov-13 Jul-14 Apr-14 Jul-13 May-14 Sep-13 Jun-14 Jan-13 Dec-13 Jan-14 Mar-13 Feb-14 May-13 Mar-14 Jan-14 Mar-13 Feb-14 May-13 Mar-14 0.0x 3.0x Key Financial Metrics Financial Summary/Key Metrics Consolidated ($M) 2014 Net Sales Growth y/y Cons. Cons. 3 Mts. Ago 46.6 6.4% 46.2 46.2 57.3 23.0% 56.3 56.3 14.9 14.7% 11.9 11.9 15.8 16.3% 13.5 13.5 16.7 11.8% 14.3 14.3 18.1 14.6% 14.9 14.9 65.5 14.3% 64.8 64.3 73.4 12.1% 71.5 71.6 EBITDA Margin Cons. Cons. 3 Mts. Ago 4.1 9% 4.1 4.1 4.4 8% 4.9 4.9 0.8 6% 0.9 0.9 1.2 7% 1.2 1.2 1.7 10% 1.5 1.5 2.3 13% 1.4 1.4 6.0 9% 5.5 6.0 9.2 13% 8.8 9.2 EPS Cons. Cons. 3 Mts. Ago $0.16 $0.16 $0.16 $0.13 $0.18 $0.18 $0.01 $0.02 $0.02 $0.03 $0.04 $0.04 $0.07 $0.06 $0.06 $0.12 $0.06 $0.06 $0.23 $0.20 $0.25 $0.51 $0.43 $0.44 8.8 (6.3) 10.8 (6.0) 11.9 (7.5) 9.1 (5.0) 9.7 (5.6) 8.2 (4.1) 8.2 (4.1) 13.4 (9.4) 5.3 (1.0) 1.5 (1.8) 0.9 (1.2) (0.6) 6.5 Total Products Revenue % of total 14.9 32% 21.1 37% 4.2 28% 5.1 32% 6.1 36% 7.1 40% 22.6 34% 25.3 34% Software Products % of total 8.1 17% 12.5 22% 2.1 14% 3.0 19% 3.8 23% 4.7 26% 13.7 21% 16.1 22% Third-party Hardware & Software % of total 6.8 15% 8.6 15% 2.1 14% 2.1 13% 2.3 14% 2.4 13% 8.9 14% 9.2 13% 30.2 65% 34.3 60% 10.3 69% 10.2 65% 10.2 61% 10.5 58% 41.2 63% 45.7 62% 1.5 3% 1.8 3% 0.4 3% 0.5 3% 0.4 2% 0.5 2% 1.8 3% 2.4 3% Price Target Div Yield Return 1 Week 1 Month 3 Month YTD 1 Year F2016E F2017E F2016E F2017E F2016E F2017E $7.60 $4.06 $42.31 $54.93 $12.31 $62.21 $25.53 $43.50 $11.00 $8.30 $61.00 $74.00 $14.84 $85.00 $21.31 $38.47 1.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 46% 104% 44% 35% 21% 37% -17% -12% 30.4% -0.4% -3.8% (7.0%) (2.8%) (3.3%) (0.4%) (4.8%) (11.2%) (4.8%) -11.7% -19.4% (15.4%) (21.8%) (7.4%) (12.0%) (7.4%) (4.0%) (12.5%) -12.1% -9.2% (21.2%) (21.6%) 21.5% (15.9%) 15.6% 13.0% (2.6%) 3.1% -20.2% (16.7%) (17.0%) (5.1%) (11.4%) (8.3%) (7.3%) (12.3%) -9.5% -59.6% 19.4% 23.5% (10.4%) 7.7% 40.5% 132.7% 22.0% 65.5 76.4 343.6 611.6 112.1 193.9 185.4 109.4 73.4 89.3 402.3 671.4 124.5 232.9 206.6 136.6 6.0 -10.1 113.7 202.7 22.3 26.8 60.1 28.9 9.2 -1.0 141.1 226.0 25.9 34.7 69.8 41.1 $0.23 -$0.74 $1.46 $1.48 $0.28 $0.78 $0.57 $0.73 $0.51 -$0.61 $1.76 $1.66 $0.33 $0.90 $0.78 $0.76 F2015 F2016E C2014 C2015E C2016E C2014 C2015E C2016E C2014 C2015E C2016E C2014 C2015E C2016E -0.9% -13.8% 2.5% 3.0% 2.8% 0.6% 2.2% 3.4% 0.1% -0.7% -8.3% 3.5% 3.0% 3.8% 1.2% 2.6% 1.8% 1.1% 1.6x 2.2x 8.5x 9.4x 2.6x 8.8x 8.8x 11.0x 7.3x 1.9x 2.2x 8.5x 9.4x 2.6x 8.8x 7.8x 9.5x 7.0x 1.2x 1.6x 5.3x 7.0x 2.3x 5.8x 7.1x 7.5x 5.2x 19% 0% 0% 0% 0% 0% 13% 15% 4% -14% 31% 60% 34% 17% 52% 9% 28% 33% 57% 11% 21% 10% 7% 22% 11% 22% 15% 48.0x NA 25.9x 29.3x 46.1x 69.2x 26.3x 50.4x 41.2x 44.3x NA 16.4x 21.6x 12.0x 41.8x 22.0x 23.5x 22.9x 11.1x NA 13.2x 19.3x 10.7x 34.2x 19.0x 23.2x 19.9x 3% -43% 33% 32% 6% 13% 30% 19% 13% 4% -17% 32% 33% 19% 14% 32% 32% 21% 11% -13% 33% 33% 20% 14% 34% 26% 21% Cash Net Debt FCF 2015 Q116 Q216 Q316E Q416E 2016E 2017E Key Statistics Value 52-Week High 52-Week Low Avg Vol (3-Mo) Shares Outstanding Market Cap Net Debt Enterprise Value Div Yield FYE Employees $10.35 $7.25 0.00 12.32 93.6 -5.0 88.6 1% Apr-15 346 Top Inst. Ownership Fiera Capital Mackenzie Penderfund Capital Mgmt Pembroke Management Front Street Counsel Portfolio AGF Management Acuity Investment Mgmt Natcan CIBC AM Operating/Segmented Summary ($M) Valuation Services Revenue % of total Reimbursable Expenses % of total EBITDA Net Change in WC Capex FCFF 36% (5%) M Shares 6 Mnths % Held 1.46 0.24 0.22 0.21 0.06 0.00 0.00 NA NA NA 0.00 0.00 0.00 0.00 0.00 0.00 0.00 NA NA NA 11.9% 2.0% 1.8% 1.7% 0.5% 0.0% 0.0% NA NA NA F2016E F2017E F2018E 6.0 (4.1) (0.9) 0.3 9.2 (1.5) (1.2) 5.1 10.6 (0.5) (1.3) 7.0 WACC Term. Growth Rate 11.2% 2.0% Terminal Value PV Equity Value DCF Value Current 1-Yr TGT 64.5 137.2 $11.14 152.5 $12.38 Comparables Comparables and Peer Analysis TECSYS Inc. Amber Road, Inc. ($US) Fleetmatics Group PLC ($US) Manhattan Associates, Inc. ($US) SciQuest, Inc. ($US) SPS Commerce, Inc. ($US) The Descartes Systems Group Inc Kinaxis Inc. Peer Average Comparables Multiples Analysis TECSYS Inc. Amber Road, Inc. ($US) Fleetmatics Group PLC ($US) Manhattan Associates, Inc. ($US) SciQuest, Inc. ($US) SPS Commerce, Inc. ($US) The Descartes Systems Group Inc Kinaxis Inc. Peer Average Enterprise Value 89 113 1,504 3,914 237 916 1,788 973 FCF Yield Return EV/Sales Revenue Sales Growth (%) EBITDA EV/EBITDA EPS EBITDA Margin (%) *All financial values in CAD unless otherwise noted Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ, Bloomberg Andrej Krneta, MBA | 416.687.6656 | andrej.krneta@europac.ca Page 37 of 56 TCS-TSX | 20 January 2016 Exhibit 1 –Income Statement ($CAD 000s, except EPS) Income Statement 2013 2014 ($CAD K) Apr-13 Apr-14 Jul-14 Oct-14 Products as % of total sales 15,160 35% 14,914 32% 3,857 30% 4,953 37% 6,134 41% 6,157 21,101 39% 37% Services as % of total sales 27,458 63% 30,176 65% 8,743 67% 8,096 60% 8,415 56% 1,141 3% 1,468 3% 412 3% 499 4% 409 3% Reimbursable Expenses as % of total sales Total Revenues 43,759 Q115 Q215 Q315 Q415 2015 Q216 Q316e Q416e 2016e 2017e Jul-15 Oct-15 Jan-16 Apr-16 Apr-16 Apr-17 5,092 32% 6,103 36% 7,148 40% 22,555 34% 25,301 34% 9,093 34,347 10,316 10,172 58% 60% 69% 65% 10,221 61% 10,466 58% 41,175 63% 45,707 62% 498 3% 400 2% 450 2% 1,751 3% 2,370 3% 46,558 13,012 13,548 14,958 15,766 57,284 14,931 15,762 Jan-15 Apr-15 Apr-15 516 3% 1,836 3% Q116 4,212 28% 403 3% 16,724 18,063 65,481 73,378 23% 15% 16% 12% 15% 14% 12% 7,888 7,967 29,711 7,511 7,972 8,310 8,862 32,655 35,622 6,618 49% 7,070 47% 7,799 27,573 49% 48% 7,420 50% 7,790 49% 8,415 50% 9,201 51% 32,826 50% 37,755 51% 2,611 20% 2,935 22% 3,230 22% 3,951 12,727 25% 22% 3,592 24% 3,503 22% 3,523 21% 3,563 20% 14,181 22% 14,460 20% 4,050 9% 1,427 11% 1,521 11% 1,340 9% 1,611 10% 5,899 10% 1,369 9% 1,391 9% 1,489 9% 1,529 8% 5,778 9% 6,080 8% 5,338 12% 5,223 11% 1,574 12% 1,630 12% 1,870 13% 1,926 12% 7,000 12% 2,252 15% 2,395 15% 2,400 14% 2,472 14% 9,519 15% 9,792 13% EBITDA EBITDA margin (%) 2,966 7% 4,076 9% 1,003 8% 1,157 9% 1,286 9% 955 6% 4,401 8% 831 6% 1,153 7% 1,677 10% 2,319 13% 5,980 9% 9,183 13% Depreciation & Amortization Amortization of Capitalized R&D 1,069 883 898 1,045 265 292 307 311 301 359 304 329 1,177 1,291 305 337 311 357 314 365 317 370 1,247 1,429 1,310 475 EBIT EBIT margin (%) 1,268 3% 2,265 5% 474 4% 532 4% 630 4% 311 2% 1,947 3% 207 1% 501 3% 1,003 6% 1,637 9% 3,348 5% 7,423 10% 54 12 -242 112 -35 -167 28 25 -3 29 -13 -6 24 -1 -5 24 -10 1 105 1 -13 22 17 -1 16 17 1 30 0 -5 29 0 -5 97 34 -10 125 0 -25 960 2,021 418 510 602 298 1,828 167 469 968 1,603 3,207 7,273 Tax (credit)/charge Effective Tax Rate 75 8% 226 11% 75 18% 100 20% 135 22% 3 1% 313 17% 98 59% 102 22% 125 13% 92 6% 417 13% 946 13% Net Profit Profit margin (%) Basic Shares (M) Diluted Shares (M) 885 2% 11 12 1,795 4% 11 12 343 3% 12 12 410 3% 12 12 467 3% 12 12 295 2% 15 15 1,515 3% 12 12 69 0% 12 12 367 2% 12 12 843 5% 12 12 1,511 8% 12 12 2,790 4% 12 12 6,328 9% 12 12 Basic EPS ($) Diluted EPS ($) 0.08 0.08 0.16 0.16 0.03 0.03 0.04 0.04 0.04 0.04 0.02 0.02 0.13 0.13 0.01 0.01 0.03 0.03 0.07 0.07 0.12 0.12 0.23 0.23 0.51 0.51 yoy growth 11% 6% 23% 16% 26% Cost of sales 25,476 26,265 6,926 6,930 Gross Profit Gross margin (%) 18,283 42% 20,293 44% 6,086 47% Sales & Marketing as % of total sales 7,796 18% 8,755 19% General & Administrative as % of total sales 3,881 9% Research & Development as % of total sales Interest Expense/ (Income) FX (Gain)/ Loss Other Profit before tax 27% Source: Euro Pacific Canada, Company Reports and Filings Andrej Krneta, MBA | 416.687.6656 | andrej.krneta@europac.ca Page 38 of 56 TCS-TSX | 20 January 2016 Important Information and Legal Disclaimers Euro Pacific Canada Inc. is a member of IIROC and CIPF. The documents on this website have been prepared for the viewer only as an example of strategy consistent with our recommendations; it is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular investing strategy. Any opinions or recommendations expressed herein do not necessarily reflect those of Euro Pacific Canada Inc. Euro Pacific Canada Inc. cannot accept any trading instructions via e-mail as the timely receipt of e-mail messages, or their integrity over the Internet, cannot be guaranteed. Dividend yields change as stock prices change, and companies may change or cancel dividend payments in the future. All securities involve varying amounts of risk, and their values will fluctuate, and the fluctuation of foreign currency exchange rates will also impact your investment returns if measured in Canadian Dollars. 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Reproduction of any research report in whole or in part without permission is prohibited. U.K. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. ANALYST CERTIFICATION Company: TECSYS Inc. | TCS:TSX I, Andrej Krneta, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. IMPORTANT DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? Yes; and, 2) What type of security is it? Common shares No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No Andrej Krneta, MBA | 416.687.6656 | andrej.krneta@europac.ca Page 39 of 56 TCS-TSX | 20 January 2016 RATING DEFINITIONS Buy The security represents attractive relative value and is expected to appreciate significantly from the current price over the next 12 month time horizon. Speculative Buy The security is considered a BUY but in the analyst’s opinion possesses certain operational and/or financial risks that are higher than average. Hold The security represents fair value and no material appreciation is expected over the next 12-18 month time horizon. Sell The security represents poor value and is expected to depreciate over the next 12 month time horizon. Under Review While not a rating, this designates the existing rating and/or forecasts are subject to specific review usually due to a material event or share price move. Tender Euro Pacific Canada recommends that investors tender to an existing public offer for the securities in the absence of a superior competing offer. Dropped Coverage Applies to former coverage names where a current analyst has dropped coverage. Euro Pacific Canada will provide notice to investors whenever coverage of an issuer is dropped. RATINGS DISTRIBUTION Recommendation Hierarchy Buy Speculative Buy Hold Sell Under Review Restricted Number of recommendations 29 22 8 1 5 2 0 45% 34% 13% 2% 8% 8 7 2 0 3 2 0 40% 35% 10% 0% 15% % of Total (excluding Restricted) Number of investment banking relationships % of Total (excluding Restricted) Tender PRICE CHART, RATING & PRICE TARGET HISTORY Tecsys Inc. (TSX:TCS) $12.00 Date Target (C$) Rating 21 Sep 2015 $11.00 Buy $10.00 $8.00 $6.00 $4.00 $2.00 $0.00 Jan 13 May 13 Sep 13 Jan 14 May 14 Sep 14 Jan 15 May 15 Sep 15 Jan 16 Coverage Initiated: Sep 21, 2015 Data sourced from: Capital IQ Price Toronto 150 York Street, Suite 1100 Toronto, ON, M5H 3S5 416-649-4273 | 888-216-9779 Series2 Oakville 1275 North Service Road, Suite 612 Oakville, ON L6M 3G4 289-348-5936 Vancouver 900 West Hastings Street, Suite 710, Vancouver BC V6C 1E5 604-453-1382 | 888-216-9779 Andrej Krneta, MBA | 416.687.6656 | andrej.krneta@europac.ca Montreal 1501 McGill College Avenue Suite 1450 Montréal, Québec H3A 3M8 514-940-5096 | 888-216-9779 Tokyo Holland Hills Mori Tower RoP #603 5-11-1 Toranomon, Minato-Ku, Tokyo, 105-0001 +81.90.1470.1684| 888-216-9779 Page 40 of 56 Special Situations 20 January 2016 PYR-TSXV: $0.22 PyroGenesis Canada Inc. Near-Term Catalysts In AM Compel Us To Nominate PYR To Top Pick Status Thesis: PyroGenesis offers exposure to the high growth additive manufacturing (“AM”) industry with 32-45% CAGR and downside protection with a diversified portfolio of business verticals it services. We like the name for its sector orientation, supplying metal powders to a growing manufacturing technology, and robust gross margins of 40%. Trading at 10.5x EV/2016 Adjusted EBITDA multiple, we believe PyroGenesis is undervalued against its growth prospects. With a backlog of $16M for 2016, we see a base case for our revenue projections that should result in positive Adjusted EBITDA and free cash flow. Catalysts: Near-Term Catalyst in AM: The Company has been successful at driving its Plasma Atomization Process (“PAP”) to produce industry leading metal powders specifically suited for AM as well as other metal powder applications. Powders produced from the PAP units are characterised with high purity, sphericity at very small particle sizes. PyroGenesis has successfully landed an order for 10 units to an Asian customer for $12.5M. It has delivered the first unit with a follow-on order for the remaining 9 units once the first unit passes customer factory acceptance. Management expects the order for the balance, valued at $10M, to be looming early in Q116. The global market for AM is projected at US$20B by 2020 with metal AM representing 9%, and the addressable market for PYR can be as much as US$1.8B. Impressive Defense Business – For a Canadian Company: Recall that PYR is the only Canadian company that supplies the US Navy. PYR is under contract to provide onboard waste destruction systems for the Ford Class Super Carrier program. The Company also has a contract with a multi-national military consortium to deliver and test tactical systems for the destruction of chemical warfare agents. These contracts represent a $28M revenue opportunity for 2016 to 2020. DROSRITE and Yasui remain Catalyst Rich: Coming from behind is the recent entry into Aluminum dross treatment and metal recovery with the delivery of PYR’s first DROSRITE unit to an automotive part manufacturer. Once this unit achieves operational status, the customer will act as a reference plant for prospecting and new orders. Similarly, the JV with Yasui of Japan is expected to bear fruit in 2016 with the first order for a waste destruction system. Valuation: Our valuation and one-year price target of $0.60 is based on a DCF model with an 18% discount and 6.5x EV/Adjusted EBITDA exit multiple. Our target equates to 24.4x EV/2016 Adjusted EBITDA and 5.4x EV/2017 Adjusted EBITDA, which are below that of peers in the AM and clean tech sectors. Speculative Buy Rating $0.60 Target Price Projected Return: 166.7% Valuation: 24.4x EV/F2016 EBITDA Market Data Market Capitalization Net Debt Enterprise Value Basic Shares O/S Fully Dil. Shares O/S Avg. Daily Volume (M) 52 Week Range Dividend Yield 18.9 4.1 23.0 84.8 100.8 0.03 $0.20 - $0.50 0.0% New Old Revisions 2015E Revenues 2015E EBITDA 2015E EPS 2016E Revenues 2016E EBITDA 2016E EPS 8.3 (1.7) ($0.05) 22.4 2.3 ($0.01) NC NC NC NC NC NC 2014A 5.8 (1.2) ($0.04) (5.0) NA NM 2015E 8.3 (1.7) ($0.05) (0.4) NA NM 2016E 22.4 2.3 ($0.01) 4.9 1.8x 25.8% NM 17.0x NM NM 36.6x NM 25.0x NM NM 34.4x 10.2x 10.4x 24.4x NM 36.2x Financial Metrics FYE - Dec 31 Revenues Adj. EBITDA EPS FCF Net Debt:EBITDA FCF Yield Valuation Data DCF - Current/Target EV/EBITDA Current Peers Target P/E Current Peers Quarterly Data Q1 (0.6) Q2 0.1 Q3 (0.5) Q4 (0.2) EBITDA 2014 EPS 2015 (0.7) (0.7) (0.6) 0.4 2014 ($0.02) ($0.01) ($0.01) ($0.01) 2015 ($0.02) ($0.02) ($0.01) ($0.00) Company Description PyroGenesis Canada Inc. is a technology company engaged in the design, development, and manufacturing of plasma torches and plasma process equipment. PYR’s products service the Additive Manufacturing, Oil & Gas, Defence, Mining&Metallurgical, and Environmental industries. PYR is headquartered in Montreal, Canada. $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00 1.20 1.00 0.80 0.60 0.40 0.20 0.00 Volume (M) Price Source: FactSet www.epccm.ca Fadi Benjamin, CFA, P.Eng. | 416.842.1791 | fadi.benjamin@europac.ca Page 41 of 56 PYR-TSXV | 20 January 2016 PyroGenesis Canada, Inc. (PYR:TSXV, $0.22) - Data Sheet $0.80 Last Sale Price 50-Day MA 1.2 200-Day MA 1 $0.60 0.8 $0.50 0.6 $0.40 $0.30 0.4 $0.20 0.2 PyroGenesis Canada Inc. is a technology company engaged in the design, development, and manufacturing of plasma torches and plasma process equipment. PYR’s products service the Additive Manufacturing, Oil & Gas, Defence, Mining&Metallurgical, and Environmental industries. PYR is headquartered in Montreal, Canada. Rating: Target: Median: High: Low: Historical Valuations Current Return Buy $0.75 $0.75 $0.75 $0.75 Buy $0.60 $0.60 $0.60 $0.60 169% 169% 169% 169% Consensus Distribution 1 0 0 1 Historical Dividend Yield Spread FactSet - CONSENSUS BASED NTM EV/EBITDA PyroGenesis Canada, Inc. 19.5x 3 Mths Ago Sector Outperform/Buy Sector Perform/Hold Sector Underperform/Sell # Est Jan-16 Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 May-… Consensus 0 Jun-15 Apr-15 Jan-15 Feb-15 Mar-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 May-… Apr-14 Mar-14 $0.00 Jun-14 $0.10 Volume (M Shares) Stock Price ($) $0.70 Buy | PT: $0.60 Company Description FactSet - CONSENSUS BASED NTM EV/Sales Questor Technology Inc. 30.0x Newalt a Corporation Newalta Corporation Questor Technology Inc. PyroGenesis Canada, Inc. 25.0x 20.0x 14.5x 15.0x 10.0x 9.5x 5.0x Jan-16 Dec-15 Oct-15 Nov-15 Sep-15 Jul-15 Aug-15 Jun-15 Apr-15 May-15 Mar-15 Jan-15 Feb-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 Mar-14 May-14 0.0x Jan-16 Dec-15 Nov-15 Oct-15 Sep-15 Aug-15 Jul-15 Jun-15 May-15 Apr-15 Mar-15 Feb-15 Jan-15 Dec-14 Nov-14 Oct-14 Sep-14 Jul-14 Aug-14 Jun-14 May-14 Apr-14 Mar-14 4.5x Key Financial Metrics Financial Summary/Key Metrics Consolidated Revenues Growth y/y Adjusted EBITDA Growth y/y Margin EPS Growth y/y FCF Growth y/y Cash Net Debt 2014 Q115 Q215 Q315 Q415E 2015E 2016E 2017E 2018E 2019E 5.8 0.2% -1.2 43.2% (20.6%) ($0.04) 17.3% (5.0) (84.4%) 0.4 1.7 1.1 38.4% -0.7 15.5% (65.3%) ($0.02) 89.6% 0.0 (137.2%) 2.8 1.7 1.5 -21.7% -0.7 (635.7%) (47.9%) ($0.02) 65.2% (1.4) (136.1%) 1.2 3.2 1.4 12.2% -0.6 10.9% (43.3%) ($0.01) 73.4% (0.7) (169.6%) 0.3 4.1 4.3 138.1% 0.4 (337.5%) 8.9% ($0.00) 23.5% 1.6 264.9% 3.5 0.7 8.3 43.3% -1.7 41.5% (20.3%) ($0.05) 12.1% (0.4) (59.7%) 3.5 0.7 22.4 170.5% 2.3 (234.2%) 10% ($0.01) 4.5% 4.9 44.4% 7.7 (3.8) 45.1 101.8% 10.3 355.6% 22.7% $0.08 2.2% 15.9 9.8% 23.2 (19.3) 45.2 0.2% 9.5 (7.0%) 21.1% $0.07 2.2% 11.6 10.5% 34.9 (34.9) 34.2 -24.3% 5.4 (43.8%) 15.7% $0.04 2.9% 5.2 18.7% 40.1 (40.1) Key Statistics Value 52-Week High 52-Week Low Avg Vol (3-Mo)(000) Shares Outstanding Market Cap Net Debt Enterprise Value Div Yield FYE $0.50 $0.21 33.0 85 19 4 23 0.0% Dec 31 Top Inst. Ownership 122% (8%) M Shares 6 Mnths % Held PASCALI PHOTIS PETER JR PASCALI PETER P SR COTE 100, Inc. AGF Investments, Inc. CURLEIGH ALAN ROBERT 37.56 24.62 3.56 2.65 0.04 6.75 0.00 -0.29 -1.03 0.00 44.3% 29.0% 4.2% 3.1% 0.1% Valuation 2014 2015E 2016E 5.8 (1.2) 0.2 (0.1) (5.0) 8.3 (1.7) 0.2 (0.0) (0.4) 17.00% 5.50x 22.4 2.3 0.2 (1.6) 4.9 Current 1-Yr TGT % Total 28.5 21.3 45.7 $0.45 30.2 25.1 59.2 $0.59 51.1% 42.5% 100.0% Revenue EBITDA Depreciation Capex Unlevered FCF Discount Rate Terminal EBITDA Multiple P V F CF Terminal Value PV Equity Value DCF Value Comparables Comparables and Peer A nalysis PyroGenesis Canada Questor Technology Fuel Tech Waste Management Inc Newalta Ceiba Energy Services Materialise ADR Arcam AMG Adv Metallugical Grp Peer Average Comparables Multiples A nalysis PyroGenesis Canada Questor Technology Fuel Tech Waste Management Inc Newalta Ceiba Energy Services Materialise ADR Arcam AMG Adv Metallugical Grp Peer Average Price $0.22 $0.79 $1.65 $51.52 $2.31 $0.15 $6.03 kr164.00 € 8.02 Enterprise Value 23 16 24 32,766 445 17 249 2,898 263 Target $0.60 $1.55 $2.50 $57.33 $8.36 $0.41 $10.15 kr207.67 € 9.28 Div Yield Return Return Revenue EBITDA EPS 1 Week 1 Month 3 Month YTD 1 Year 2015E 2016E 2015E 2016E 2015E 2016E 3.0% 10.8% 2.0% 169.1% 96.2% 51.5% 14.3% 272.6% 182.8% 68.4% 26.6% 15.8% 101.8% 4.5% 2.7% (6.8%) (1.1%) 5.7% 3.6% (9.7%) (3.6%) (1.8%) (1.3%) 9.5% (3.8%) (9.3%) (0.3%) (35.5%) (12.1%) (23.7%) 10.0% (5.2%) (10.7%) (4.2%) (8.3%) (17.0%) 0.2% (70.2%) (39.1%) (26.8%) (3.9%) 11.8% (23.6%) 4.5% (1.3%) (11.7%) (1.5%) (30.7%) (23.7%) (14.4%) (12.2%) (10.6%) (13.6%) (16.4%) (75.2%) (51.9%) 0.7% (82.5%) (70.1%) (38.9%) (1.8%) 29.0% (45.7%) 8.3 7.8 77.5 13,018.7 336.5 7.7 109.1 584.8 953.5 22.4 13.6 82.5 13,455.8 354.6 14.0 131.4 744.9 953.6 -1.7 1.7 -0.9 3,422.8 51.4 1.6 2.6 79.1 72.1 2.3 4.8 -4.7 3,603.2 75.7 4.5 11.8 112.5 73.3 ($0.05) $0.03 ($0.17) $2.57 ($1.11) ($0.02) ($0.11) kr1.98 € 0.68 ($0.01) $0.12 ($0.08) $2.76 ($0.22) $0.01 $0.05 kr3.37 € 0.84 FCF Yield 2015 2016 2014 EV/EBITDA 2015E 2016E 2014 EV/Sales 2015 2016 2014 P/E 2015 2016 2014 P/CFPS 2015 2016 -19.4x 3.3x 8.2x 9.2x 2.6x 19.4x 39.1x 144.9x 3.7x 32.4x -13.7x 9.4x -25.8x 9.6x 8.6x 10.6x 96.0x 36.6x 3.6x 20.7x 10.2x 3.3x -5.2x 9.1x 5.9x 3.9x 21.1x 25.8x 3.6x 9.1x 4.0x 1.3x 0.3x 2.3x 0.5x 2.6x 2.5x 8.6x 0.3x 2.6x 2.8x 2.0x 0.3x 2.5x 1.3x 2.3x 2.3x 5.0x 0.3x 2.2x 1.0x 1.2x 0.3x 2.4x 1.3x 1.2x 1.9x 3.9x 0.3x 1.7x NM 7.0x NM 21.2x NM NM 99.8x 53.7x 12.3x 45.4x NM 23.7x NM 20.4x NM NM NM 81.8x 11.8x 42.0x NM 6.7x NM 19.0x NM 24.2x 111.1x 48.1x 9.6x 41.8x NM 4.7x NM 9.9x 1.3x NM NM NM 2.8x 5.3x NM 12.8x NM 9.3x 5.5x 58.0x 30.9x NM 5.2x 23.3x 3.9x 4.5x NM 8.7x 2.4x 5.8x 30.9x NM 4.4x 10.4x NM 3.9% 6.2% (101.7%) (48.3%) 13.8% (35.0%) 25.8% 4.5% 6.1% 7.0% (34.5%) 11.6% (4.2%) * PyroGenesis is based on Euro Pacific Canada forecasts, all other comparables are based on FactSet consensus est imates Source: Euro Pacific Canada, Company Reports and Filings, FactSet Fadi Benjamin, CFA, P.Eng. | 416.842.1791 | fadi.benjamin@europac.ca Page 42 of 56 31-Dec 4,089 1,676 21% Cost of Sales Gross Profit Gross Margin 216 Source: Company reports, Euro Pacific Canada Adjusted EBITDA Share Based Compensation (1,185) 303 (1,488) 181 Depreciation EBITDA 1,397 (0.04) (3,279) - (3,279) Amortization EPS -Basic Net Income /Loss Income Tax Expense Earnings Before Tax (EBT) Financing Charges (3,066) 209 Research & Development Expenses Results from Operating Activities (EBIT) 4,533 Selling, General and Administrative EXPENSES 5,765 Revenue REVENUE Figures in thousands of C$, except for share data 2014 2014 PyroGenesis Canada Inc. INCOME STATEMENT 1 2 27 1,108 40% (24) 1,558 1,534 30-Jun Q2A 137 - (729) 149 (878) 40 349 (0.02) (735) 34 (769) 41 349 (0.02) (1,279) (1,296) - (1,279) (1,296) 12 (1,268) (1,159) 29 1,192 -3% (47) 1,164 1,116 31-Mar Q1A 3 (590) 150 (740) 41 349 (0.01) (1,268) - (1,268) 138 (1,130) 33 1,122 12% 24 1,339 1,363 30-Sep Q3A 4 2015 2015E Q1E Q2E Q3E Q4E 2016 2016E 378 150 228 40 349 (0.00) (265) - (265) 103 (162) 100 1,200 44% 1,138 3,112 4,250 (1,676) 483 (2,159) 163 1,397 (0.05) (4,108) - (4,108) 390 (3,719) 189 4,622 29% 1,091 7,172 8,263 290 150 140 40 349 (0.00) (349) - (349) 100 (249) 100 1,100 -4% 951 2,299 3,250 440 150 290 40 349 (0.00) (195) - (195) 96 (99) 100 1,850 -2% 1,851 3,649 5,500 390 150 240 40 349 (0.00) (244) - (244) 95 (149) 100 2,000 2% 1,951 3,799 5,750 1,130 150 980 40 349 0.00 357 139 496 95 591 100 2,100 27% 2,791 5,059 7,850 2,250 600 1,650 160 1,397 (0.01) (431) 139 (292) 386 93 400 7,050 13% 7,543 14,807 22,350 31-Dec 31-Dec 31-Mar 30-Jun 30-Sep 31-Dec 31-Dec Q4E 2,390 150 2,240 40 - 0.02 1,516 589 2,105 95 2,200 100 2,000 29% 4,300 6,450 10,750 31-Mar Q1E 2,990 150 2,840 40 - 0.02 1,948 757 2,705 95 2,800 100 2,000 34% 4,900 7,350 12,250 30-Jun Q2E 3,640 150 3,490 40 - 0.03 2,416 939 3,355 95 3,450 100 2,150 34% 5,700 8,550 14,250 30-Sep Q3E 1,230 150 1,080 40 - 0.01 680 265 945 95 1,040 100 2,000 36% 3,140 4,710 7,850 31-Dec Q4E 2017 10,250 600 9,650 160 - 0.08 6,559 2,551 9,110 380 9,490 400 8,150 34% 18,040 27,060 45,100 31-Dec 2017E PYR-TSXV | 20 January 2016 Fadi Benjamin, CFA, P.Eng. | 416.842.1791 | fadi.benjamin@europac.ca Page 43 of 56 PYR-TSXV | 20 January 2016 Important Information and Legal Disclaimers (All prices are in C$ unless noted) Euro Pacific Canada Inc. is a member of IIROC and CIPF. The documents on this website have been prepared for the viewer only as an example of strategy consistent with our recommendations; it is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular investing strategy. Any opinions or recommendations expressed herein do not necessarily reflect those of Euro Pacific Canada Inc. Euro Pacific Canada Inc. cannot accept any trading instructions via e-mail as the timely receipt of e-mail messages, or their integrity over the Internet, cannot be guaranteed. Dividend yields change as stock prices change, and companies may change or cancel dividend payments in the future. All securities involve varying amounts of risk, and their values will fluctuate, and the fluctuation of foreign currency exchange rates will also impact your investment returns if measured in Canadian Dollars. Past performance does not guarantee future returns, investments may increase or decrease in value and you may lose money. Data from various sources were used in the preparation of these documents; the information is believed but in no way warranted to be reliable, accurate and appropriate. Euro Pacific Canada Inc. employees may buy and sell shares of the companies that are recommended for their own accounts and for the accounts of other clients. Research Dissemination Policy: All final research reports are disseminated to existing and potential clients of Euro Pacific Canada Inc. simultaneously in electronic form. Hard copies will be disseminated to any client that has requested to be on the distribution list of Euro Pacific Canada Inc. Clients may also receive Euro Pacific Canada Inc. research via third party vendors. To receive Euro Pacific Canada Inc. research reports, please contact your Registered Representative. Reproduction of any research report in whole or in part without permission is prohibited. U.K. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Analyst Certification PyroGenesis Canada Inc. Ticker: PYR:TSXV I, FADI BENJAMIN, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? NA; and, 2) What type of security is it? NA No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? Yes During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? Yes Has the Analyst had an onsite visit with the Issuer within the last 12 months? Yes Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No Fadi Benjamin, CFA, P.Eng. | 416.842.1791 | fadi.benjamin@europac.ca Page 44 of 56 PYR-TSXV | 20 January 2016 RATING DEFINITIONS Buy The security represents attractive relative value and is expected to appreciate significantly from the current price over the next 12 month time horizon. Speculative Buy The security is considered a BUY but in the analyst’s opinion possesses certain operational and/or financial risks that are higher than average. Hold The security represents fair value and no material appreciation is expected over the next 12-18 month time horizon. Sell The security represents poor value and is expected to depreciate over the next 12 month time horizon. Under Review While not a rating, this designates the existing rating and/or forecasts are subject to specific review usually due to a material event or share price move. Dropped Coverage Applies to former coverage names where a current analyst has dropped coverage. Euro Pacific Canada will provide notice to investors whenever coverage of an issuer is dropped. RATINGS DISTRIBUTION Recommendation Hierarchy Buy Speculative Buy Hold Reduce Sell Under Review Number of recommendations 29 21 9 0 1 18 Number of investing banking relationships 8 6 2 0 0 2 Date 9 Oct 2014 22 Sep 2015 27 Nov 2015 PyroGenesis Canada, Inc. (PYR-TSX) $1.20 $1.00 Target (C$) Rating $1.00 Spec Buy $0.75 Spec Buy $0.60 Spec Buy $0.80 $0.60 $0.40 $0.20 $0.00 Jan 13 May 13 Sep 13 Jan 14 May 14 Sep 14 Jan 15 May 15 Sep 15 Jan 16 Coverage Initiated: Oct 9, 2014 Data sourced from: FactSet Price Toronto 150 York Street, Suite 1100 Toronto, ON, M5H 3S5 416-649-4273 | 888-216-9779 PT revisions Burlington 3385 Harvester Road, Suite 230 Burlington, ON, L7N 3N2 289-348-5936 | 888-216-9779 Vancouver 900 West Hastings Street, Suite 710, Vancouver BC V6C 1E5 604-453-1382 | 888-216-9779 Fadi Benjamin, CFA, P.Eng. | 416.842.1791 | fadi.benjamin@europac.ca Montreal 1501 McGill College Avenue Suite 1450 Montréal, Québec H3A 3M8 514-940-5096 | 888-216-9779 Tokyo Holland Hills Mori Tower RoP #603 5-11-1 Toranomon, Minato-Ku, Tokyo, 105-0001 +81.90.1470.1684| 888-216-9779 Page 45 of 56 26 January 2016 Real Estate AAR.un-TSX: $4.39 Pure Industrial REIT FedEx Cash Flow Massively Undervalued Event: We are reiterating PIRET as our Top Pick for the Real Estate sector. Conservative Underpinnings: In this period of market insecurity, Canadian dollar weakness and Alberta angst, we feel those REITs with strong balance sheets; strong tenant covenants; significant, long-term debt and leases; and US dollar revenue will be the ones best able to weather our current market volatility. PIRET, through its recent acquisitions of new or best-in-class assets in both the US and Canada as well as its ongoing dispositions of its older and smaller stock, continues to demonstrate that it intends to create a REIT that carries state-of-theart assets coupled to conservative financial metrics and debt profiles, and perfectly fits our ideal of a conservative but nimble REIT. The fact that well over 35% of its NOI comes from US properties and 19.8% of its NOI comes from the US portion of its FedEx (FDX-NYSE, NR) portfolio further strengthens this story against the backdrop of Canada’s stumbling economy. It has been our argument that PIRET is run more like a Pension Fund than the way many REITs are. While short-term performance is important at the REIT, long-term value creation is paramount, and it must be done in a conservative way to weather storms that invariably brew over a long enough period. PIRET has been incredibly diligent, entering new markets where spreads are better, building when it couldn’t or wouldn’t buy and doing both with conservative leverage coupled to long-term leases with high quality covenants. Unrealized FedEx Value: We feel that the REIT’s FedEx portfolio has not been adequately appreciated by the market as a whole, undervaluing its FedEx covenant, its existing robust cash on cash returns, and its ability to unlock capital through a potential non-managing interest partial disposition. First for FedEx’s covenant. FedEx currently has four 10-year unsecured corporate debentures issuances in the marketplace dating from mid-2012 to early 2015 with a current YTW of 3.25%. These debt instruments, which have no recourse to FedEx, value the cash flow coming from the company as needing to pay a 3.25% yield for its inherent risk whereas the leases to PIRET, which have both recourse to the tenant (FedEx) as well as the underlying value of the properties, is valued by the market as needing to pay more than double that amount with an estimated average cap rate of 6.3% for that portion of the REIT’s portfolio. We would argue that the market doesn’t even value these properties at a 6.3% cap rate in regards to its unit price but more likely closer to a 6.5% cap or more. Valuing the estimated cash flow from PIRET’s US FedEx properties at the same yield as FedEx’s unsecured debentures would see the properties worth ~US$650M. PIRET purchased the properties for US$203.3 in 2014. The delta between the current value and using FedEx’s unsecured bond yield for the portfolio is ~C$370M or ~C$1.95/unit. Buy Rating $5.30 Target Price Projected Return: 27.8% Valuation: 12.6x TP/FFO (F2016) Market Data $824.0 187.7 186.6 7.1% $1,013 Market Capitalization Units S/O (M) Float S/O (M) Yield Total Debt (M) 49.1% 383,160 $4.1 - $5.25 Debt/GBV Average Volume (3mo) 52 Week Range ($) Financial Metrics FY-Dec 31 Quaterly FFO 2014 2015 2016 Annual FFO AFFO Current Multiples P/FFO P/AFFO Target Multiples TP/FFO TP/AFFO Distribution AFFO Payout Ratio NAV Estimate Q1 Q2 Q3 Q4 $0.10A $0.09A $0.09A $0.10A $0.09A $0.10A $0.10E $0.10E $0.11E 13A 14A 15E $0.40 $0.37 $0.39 $0.36 $0.32 $0.35 $0.09A $0.10E $0.11E 16E $0.42 $0.38 11.9x 13.7x 11.3x 12.5x 10.5x 11.6x 14.3x 16.6x $0.31 97% 13.6x 15.1x $0.31 89% 12.6x 13.9x $0.31 82% $5.00 $0.31 86% Company Description Pure Industrial Real Estate Trust is Canada's largest internally managed public REIT with its head quarters located in Vancouver, BC. PIRET focuses exclusively on Industrial properties with a portfolio spread across Canada and the US. As of September 30th, 2015, the REIT owned 170 investment properties spanning ~17.42M sq. ft. of GLA in addition to 2 properties under development comprising of 482K sq. ft. 16.00 $5.40 14.00 $5.20 12.00 10.00 $5.00 $4.80 8.00 $4.60 6.00 4.00 $4.40 2.00 $4.20 0.00 Jan-15 Mar-15 May-15 Jul-15 Volume (M) Sep-15 Nov-15 $4.00 Jan-16 Price Source: Company Reports, S&P Capital IQ, Euro Pacific Canada Despite the undervaluing of the FedEx cash flow the properties do give superior cash on cash returns. FedEx produced ~22% of the REIT’s NOI in Q315 and 19.8% of the REIT’s NOI came from its US located FedEx properties. That 19.8%, we estimate, climbs to ~20.5% by the end of Q415 due to f/x changes through a weakening Canadian dollar. Accounting for mortgage debt servicing changes, we estimate the Robert Sutherland, FRI(E) – Analyst | 416.933.3353 | Rob.Sutherland@europac.ca Asad Siddiqui – Associate | 416.933.3353 x202 | Asad.Siddiqui@europac.ca www.epccm.ca Page 46 of 56 AAR.un-TSX |26 January 2016 annual cash on cash return for the US FedEx portfolio to be ~17.5%. That is at the current 100% ownership. We have previously discussed the REIT’s ability to, if it chooses, drastically increase AUM with minimal or no cash outlays through dispositions of non-managing interests in portfolios. This comes back to PIRET’s Pension Fund-esque management style. Pension Funds and other large, adroit managers have used this technique to increase cash flow back to their coffers, selling other investors on their superior ability to manage and execute on transactions. PIRET has shown both an eagerness and an ability to manage for other parties in a JV and we expect it to continue to do so in the future. A sale of a 50% non-managing interest in PIRET’s US FedEx portfolio at a 6.3% cap rate and accounting for the current mortgages on the properties could net the REIT ~C$80M. Reinvesting that capital with a JV partner on a 50-50 basis at a 50% LTV could allow the REIT to grow its AUM by ~C$320M. Assuming a 2% asset management fee on the managed portion, the 50% sell down of the US FedEx portfolio would see the REIT’s cash outlay in the portfolio drop to under ~C$26M while its total NOI and asset management revenue from the properties would only drop ~17% creating an ~60% annual cash on cash return on the US FedEx portfolio going forward. This might be a conservative REIT but it has the ability to create anything but conservative returns. While our model assumptions and unit/NAV valuations do not take into account the potential of these possible dispositions/acquisitions or transformational changes in perceived value of FedEx’s cash flow, we feel that the REIT has the potential to fundamentally change its valuation through massive AUM expansion, significant asset management fee onboarding, and the re-pricing of its substantial FedExsourced NOI. Valuation - Maintaining BUY Rating and Target of $5.30 We are maintaining our target and other estimates. Our target is ~12.6x our 2016E FFO of $0.42 and 13.9x our 2016E AFFO of $0.38. Euro Pacific Canada estimates PIRET’s NAV/unit of $5.00. Robert Sutherland, FRI(E) – Analyst | 416.933.3353 | Rob.Sutherland@europac.ca Page 47 of 56 AAR.un-TSX |26 January 2016 Important Information and Legal Disclaimers Euro Pacific Canada Inc. is a member of IIROC and CIPF. The documents on this website have been prepared for the viewer only as an example of strategy consistent with our recommendations; it is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular investing strategy. Any opinions or recommendations expressed herein do not necessarily reflect those of Euro Pacific Canada Inc. Euro Pacific Canada Inc. cannot accept any trading instructions via e-mail as the timely receipt of e-mail messages, or their integrity over the Internet, cannot be guaranteed. Dividend yields change as stock prices change, and companies may change or cancel dividend payments in the future. All securities involve varying amounts of risk, and their values will fluctuate, and the fluctuation of foreign currency exchange rates will also impact your investment returns if measured in Canadian Dollars. Past performance does not guarantee future returns, investments may increase or decrease in value and you may lose money. Data from various sources were used in the preparation of these documents; the information is believed but in no way warranted to be reliable, accurate and appropriate. Euro Pacific Canada Inc. employees may buy and sell shares of the companies that are recommended for their own accounts and for the accounts of other clients. Research Dissemination Policy: All final research reports are disseminated to existing and potential clients of Euro Pacific Canada Inc. simultaneously in electronic form. Hard copies will be disseminated to any client that has requested to be on the distribution list of Euro Pacific Canada Inc. Clients may also receive Euro Pacific Canada Inc. research via third party vendors. To receive Euro Pacific Canada Inc. research reports, please contact your Registered Representative. Reproduction of any research report in whole or in part without permission is prohibited. U.K. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. ANALYST CERTIFICATION Company: Pure Industrial Real Estate Trust | AAR.un:TSX I, Robert Sutherland, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. IMPORTANT DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? Yes; and, 2) What type of security is it? Common shares No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? Yes Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? Yes Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No Robert Sutherland, FRI(E) – Analyst | 416.933.3353 | Rob.Sutherland@europac.ca Page 48 of 56 AAR.un-TSX |26 January 2016 RATING DEFINITIONS Buy The security represents attractive relative value and is expected to appreciate significantly from the current price over the next 12 month time horizon. Speculative Buy The security is considered a BUY but in the analyst’s opinion possesses certain operational and/or financial risks that are higher than average. Hold The security represents fair value and no material appreciation is expected over the next 12-18 month time horizon. Sell The security represents poor value and is expected to depreciate over the next 12 month time horizon. Under Review While not a rating, this designates the existing rating and/or forecasts are subject to specific review usually due to a material event or share price move. Tender Euro Pacific Canada recommends that investors tender to an existing public offer for the securities in the absence of a superior competing offer. Dropped Coverage Applies to former coverage names where a current analyst has dropped coverage. Euro Pacific Canada will provide notice to investors whenever coverage of an issuer is dropped. RATINGS DISTRIBUTION Recommendation Hierarchy Buy Speculative Buy Hold Sell Under Review Restricted Number of recommendations 30 20 9 1 5 2 0 46% 31% 14% 2% 8% 8 7 2 0 3 2 0 40% 35% 10% 0% 15% % of Total (excluding Restricted) Number of investment banking relationships % of Total (excluding Restricted) Tender PRICE CHART, RATING & PRICE TARGET HISTORY Date Target 12 Jan 2015 $5.20 11 Mar 2015 $5.30 Pure Industrial Real Estate Trust (TSX:AAR.un) $6.00 Rating Buy Buy $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 Apr 13 Aug 13 Dec 13 Apr 14 Price Toronto 150 York Street, Suite 1100 Toronto, ON, M5H 3S5 416-649-4273 | 888-216-9779 Aug 14 Dec 14 Apr 15 Aug 15 Dec 15 Coverage Initiated: Jan 12, 2015 Data sourced from: Capital IQ PT revision Oakville 1275 North Service Road, Suite 612 Oakville, ON L6M 3G4 289-348-5936 Vancouver 900 West Hastings Street, Suite 710, Vancouver BC V6C 1E5 604-453-1382 | 888-216-9779 Montreal 1501 McGill College Avenue Suite 1450 Montréal, Québec H3A 3M8 514-940-5096 | 888-216-9779 Tokyo Holland Hills Mori Tower RoP #603 5-11-1 Toranomon, Minato-Ku, Tokyo, 105-0001 +81.90.1470.1684| 888-216-9779 Robert Sutherland, FRI(E) – Analyst | 416.933.3353 | Rob.Sutherland@europac.ca Page 49 of 56 Precious Metals 25 January 2016 KAM-TSXV: $0.83 Kaminak Gold Corp. Top Pick for 2016 Event: We are pleased to select Kaminak Gold as our Top Pick for 2016. KAM shares performed admirably during a challenging market environment for junior gold explorers in 2015. Indeed, KAM shares put in a 10.4% increase during 2015, compared with a 9.6% decrease in gold price, and plus-20% declines experienced by a basket of peers represented by the Global X Gold Explorers ETF and BMO Jr. Gold Producers ETF (Exhibit 1). We would expect such performance to persist in 2016, potentially bolstered by hopes for a higher gold price on recently diminished prospects for further interest rate increases by the US Federal Reserve. Strong Coffee: The recently released summary of the results of a Feasibility Study (FS) of the Company’s 100%-owned Coffee gold project in the Yukon ensconce Coffee as one of the best undeveloped gold assets in the hands of a junior right now. As such, Kaminak surely sits near the centre of sector M&A radar screens. Robust Economics: The FS yielded an after-tax IRR of 37% and after-tax NPV5% of $455M, based on an initial capex estimate of $317M, and base-case gold price of US$1,150/oz. Total cash costs are estimated at US$482/oz, with all-in sustaining costs of US$550/oz. The study envisages an open-pit heap-leach mine running at 5Mtpa to annually produce an average of 184,000oz of gold over 10 years. Production peaks at 228,000oz in year 4, average steady production (excluding 3month ramp-up) in years 1-9 is forecast at 193,000oz. The FS focuses on a Probable Reserve totalling 46.4Mt at 1.45 g/t Au (2.16Moz). Well funded, and supported: Something of an anomaly among its peers, Kaminak also remains well funded for its near-term goals, with $20M in cash remaining at the end of 2015. In late October 2015, Kaminak closed a non-brokered private placement of 27.4M units at $0.82/unit for gross proceeds of $22.5M. Importantly, the placement saw the addition of noted resource investor Thomas Kaplan, via the Electrum Strategic Opportunities Fund, as a significant new shareholder with a 10.32% equity interest upon closing. Equally important, existing large shareholders Ross Beaty and Zebra Holdings and Investments S.à.r.l., Luxembourg (a company owned by a Trust whose settlor was the late Adolf H. Lundin) also participated in the private placement. We contend that the placement’s high-profile participants provide a meaningful vote of confidence in the Coffee gold project and Kaminak’s management team. The presence of such strategic long-term investors tends to further de-risk the story. Looking Ahead: KAM now plans to begin advancing the project through the Yukon permitting process (Exhibit 5). The Project will be subject to an environmental and socio-economic assessment under the Yukon Environmental and Socio-economic Assessment Act. KAM plans to submit a Project Proposal in Q316. Following an adequacy review, the Company would submit Quartz Mining License and Water License applications -- the two major licenses required for mine construction and operation. The Company expects to complete permitting over two years, with all required permits in hand by Q218, and subsequent first production in Q419. Valuation: We reiterate our Speculative Buy rating and price target of $1.85/shr. We note that the Coffee project features some of the same attributes — a districtscale property anchored by a multi-Moz deposit — as recent M&A targets. Speculative Buy Rating $1.85 Target Projected Return: 122.9% Valuation: DCF (5% discount) Market Data Market Capitalization ($M) Net Debt ($M) Cash & Equivalents ($M) Debt ($M) Enterprise Value ($M) Basic Shares O/S (M) Fully Diluted Shares O/S (M) Avg. Daily Volume (k) 52-Week Range 142.1 na 28.4 0.0 113.7 171.2 195.0 193.9 $0.61 - $1.15 Key Asset Coffee Gold Project, Yukon FS Highlights After-tax Gold Price NPV5% (C$) IRR Payback US$1,100 295 27% 2.2 US$1,100 402 34% 1.7 US$1,200 509 40% 1.3 US$1,250 562 43% 1.1 US$1,300 616 46% 1.0 US$1,400 722 52% 0.8 US$1,500 828 58% 0.7 Valuation Discount Coffee Gold Project 5.0% Exploration Upside In Situ Unadjusted NAV Corporate Adjustments Cash & Equivalents Options & Warrants Future Equity Finance Proceeds $ (M) 445 21 466 (39) 28 23 105 $/shr 1.40 0.07 1.47 (0.12) 0.09 0.07 0.33 Adjusted NAV P/Adjusted NAV 584 1.84 0.45x Risks Events/Catalysts Permitting Risk Permits Received - Q218 Financing Risk First Production - Q419 Development/Operational Risk Company Description Kaminak Gold Corp. is advancing the 100%-owned Coffee Gold Project in the Yukon. Coffee hosts a multimillion oz high-grade oxide gold deposit amendable to heap leaching. The Company recently initiated a Feasibility Study following the announcement of a robust Preliminary Economic Assessment (at US$1,250/oz gold), and an investment into the company by Ross Beaty and Zebra Holdings & Investments 2.0 $1.20 $1.00 1.5 $0.80 1.0 $0.60 $0.40 0.5 0.0 Jan-15 $0.20 Apr-15 Jul-15 Volume $0.00 Jan-16 Oct-15 Price Source: Capital IQ www.epccm.ca Ryan Walker, MSc | 416.479.8997 | ryan.walker@europac.ca Page 50 of 56 KAM-TSXV | 25 January 2016 Kaminak Gold Corp. (TSXV:KAM, $0.83) - Data Sheet Category Project Description Name Location Stage Average Resource Grade Initial Production Mine Life Avg. Annualized Production Coffee Gold Yukon, Canada PEA 1.23 g/t Au H219 11 years 199,700 Indicated Inferred Geography Tonnes (M) Gold (g/t) SPEC BUY | PT: $1.85 Gold (Moz) Oxide 47.13 1.43 2.17 Transition (all) 16.40 1.50 0.79 Sulphide Total 0.14 63.67 2.09 1.56 0.01 2.97 Oxide 25,020 1.07 0.86 Transition (all) 24,304 1.50 1.17 Sulphide 3 78,591 1.87 1.36 0.18 2.21 Total Recommendation Close Price Target: Return: $0.83 $1.85 122.9% Consensus 3 Mo. Ago Current Rating: Target: Median: High: Low: Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector UnderPerform/Sell Outperform Outperform $1.68 $1.64 $1.68 $1.60 $2.00 $1.85 $1.30 $1.40 Return 97% 93% 123% 69% 7 7 0 0 Coffee Gold Project NAV Sensitivity Long-Term Gold Price (US$/oz) Discount Rate (%) 1.85 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 1,100 1.20 1.15 1.10 1.05 1.00 0.95 0.90 0.85 0.85 1,175 1.50 1.40 1.35 1.25 1.20 1.15 1.10 1.05 1.00 1,250 1.80 1.70 1.60 1.50 1.40 1.35 1.25 1.20 1.15 1,325 2.10 1.95 1.85 1.75 1.65 1.55 1.45 1.40 1.30 1,400 2.40 2.25 2.10 1.95 1.85 1.75 1.65 1.55 1.45 1,475 2.70 2.50 2.35 2.20 2.05 1.95 1.80 1.70 1.60 1,550 3.00 2.80 2.60 2.40 2.25 2.15 2.00 1.90 1.80 1,625 3.30 3.05 2.85 2.65 2.50 2.30 2.20 2.05 1.95 1,700 3.55 3.30 3.10 2.90 2.70 2.50 2.35 2.20 2.10 Comparables Price Performance 1M 6M KAM KAM VIT TGM VIT TGM KAM VIT TGM ORE ORE ORE LYD LYD LYD GRM GRM GPY GQM GRM GPY GQM KOR CMM CMM CMM ATM AGG ATM ATM AGG AGG 0% 20% 40% Comparables 60% -100% Ticker African Gold Group Inc. TSXV:AGG TSXV:ATM Atacama Pacific Gold Corporation NewCastle Gold Ltd. TSXV:NCA Corvus Gold Inc. TSX:KOR TSX:GQM Golden Queen Mining Co. Ltd. Golden Predator Mining Corp. TSXV:GPY Goldrock Mines Corp. TSXV:GRM Lydian International Limited TSX:LYD Orezone Gold Corporation TSX:ORE True Gold Mining Inc. TSXV:TGM Victoria Gold Corp. TSXV:VIT Kaminak Gold Corp. TSXV:KAM Average Exploration/Development Company Average -50% 0% 50% Share Mkt Cap. $0.04 $0.14 $0.27 $0.41 $1.00 $0.11 $0.20 $0.21 $0.00 $0.27 $0.16 $0.83 $8.8 $9.1 $21.0 $34.6 $99.9 $3.5 $20.5 $38.8 $29.9 $105.7 $56.0 $142.1 -100% -50% EV $8.0 $8.0 $20.1 $31.1 $185.1 $7.0 $16.0 $25.7 $22.4 $77.1 $42.5 $113.7 Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ All items in Millions except per share items 0% 50% M&I&I (oz) 2.8 3.5 4.2 2.0 2.6 1.5 3.5 4.1 5.7 5.0 6.3 4.9 3.00 2.50 2.00 1.50 1.00 0.50 0.00 Key Statistics Current Price (C$) 52-Week Range (C$) Avg. Vol. (3-Mo, k) Shares Outstanding (M) Shares Outstanding (diluted) (M) Cash Market Cap Net Debt Net Debt / Total Capital Enterprise Value Enterprise Value/oz FYE CEO Employees Website Top Inst. Ownership GPY GQM KOR KOR -40% -20% 12M $1.60 $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 Volume (M shares) Share Price ($) Stock Price / Volume Chart $0.83 $0.61 - $1.15 193.9 171.2 195.0 $28.4 $142.1 $0.0 $0.0 $113.7 $23.1 Sep 30 Thomas, Eira 13 www.kaminak.com Shares % Held Ross Beaty 8.5 9.98% Zebra Holdings & Investments S.a.r.l. 8.5 9.98% Ppm America, Inc 24.5 14.3% Columbia Wanger Asset Management, Llc 2.9 1.7% 100% Global X Management Company Llc 2.3 1.3% EV/oz Agf Management Limited 1.4 0.8% $3 Quantex Ag 1.4 0.8% $2 Company Description $5 Kaminak Gold Corp. is advancing the 100% owned Coffee Gold Project, a multi$15 million ounce, high-grade oxide gold district that is amendable to heap leaching and located in the Yukon Territory, Canada. The company recently initiated a $72 Feasibility study following the announcement of a robust Preliminary Economic $5 Assessment (“PEA”) using a US$1250 gold price and an investment into the $5 company by Ross Beaty and Zebra Holdings and Investments S.à.r.l., Luxembourg. $6 Coffee represents a low-risk, high-margin development-track gold project in the Yukon, Canada where there is a long history of and strong support for gold mining. $4 The completion of a Feasibility study is the next major milestone on the path $15 towards a production decision. $7 Last Financing Price Value $23 Date Non-Brokered PP $0.82 $22.5M $13 30-Oct-15 $16 11-Mar-15 Bought Deal PP $1.00* $21.0M 14-Jul-14 Non-Brokered PP $0.80 $13.5M 27-Mar-14 Bought Deal PP $0.82 $11.5M * 12.2M common shs at $0.90/shr & 8.7M FT shs at $1.15/shr Ryan Walker, MSc | 416.479.8997 | ryan.walker@europac.ca Page 51 of 56 KAM-TSXV | 25 January 2016 2015 Performance Exhibit 1 – Kaminak Gold 2016 Relative Share Price Performance Source: CapitalIQ Exhibit 2 – Select Advanced Exploration/Development Peers: Room to Grow with Further Advancement TSXV:ROG TSX:TXG TSX:PVG TSX:GUY TSXV:KAM TSX:DNA TSX:CNL TSXV:TGM TSX:SBB TSX:MAX TSX:ORE $0 $50 $100 $150 $200 $250 EV/oz Permitting/Construction/Commissioning Stage PEA/PFS/FS Stage Source: Capital IQ and Company Reports Ryan Walker, MSc | 416.479.8997 | ryan.walker@europac.ca Page 52 of 56 KAM-TSXV | 25 January 2016 Exhibit 3 – Valuation Summary & Sensitivity Coffee Gold Project Exploration Upside Project NAV Corporate Adjustments Cash & Equivalents Options & Warrants Future Equity Finance Proceeds Adjusted NAV Discount $ Million $/Share 5.0% In Situ $445 $21 $466 ($39) $28 $23 $105 $584 $1.40 $0.07 $1.47 ($0.12) $0.09 $0.07 $0.33 $1.84 Project NAV Target Multiple Unadjusted Valuation Adjustments Total Valuation USD:CAD $1.47 1.00x $1.47 $0.37 $1.84 1.10 C$0.83 0.45x 12-Month Target Implied Return C$1.85 123% Current Share Price P/Adjusted NAV $/Share Discount Rate (%) Long-Term Gold Price (US$/oz) 1.85 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 1,100 1.20 1.15 1.10 1.05 1.00 0.95 0.90 0.85 0.85 1,175 1.50 1.40 1.35 1.25 1.20 1.15 1.10 1.05 1.00 1,250 1.80 1.70 1.60 1.50 1.40 1.35 1.25 1.20 1.15 1,325 2.10 1.95 1.85 1.75 1.65 1.55 1.45 1.40 1.30 1,400 2.40 2.25 2.10 1.95 1.85 1.75 1.65 1.55 1.45 1,475 2.70 2.50 2.35 2.20 2.05 1.95 1.80 1.70 1.60 1,550 3.00 2.80 2.60 2.40 2.25 2.15 2.00 1.90 1.80 1,625 3.30 3.05 2.85 2.65 2.50 2.30 2.20 2.05 1.95 1,700 3.55 3.30 3.10 2.90 2.70 2.50 2.35 2.20 2.10 Source: Euro Pacific Canada Estimates Ryan Walker, MSc | 416.479.8997 | ryan.walker@europac.ca Page 53 of 56 KAM-TSXV | 25 January 2016 Exhibit 4 – Summary Comparison of FS, PEA, and EPC Assumptions Coffee PEA (June 2014) Coffee FS (Jan 2016) % Difference EPC Old EPC New Mineable Resources Average Gold Grade Contained Ounces Stripping Ratio M tonnes g/t oz waste:ore 53.4 1.23 2.11 4.00 46.4 1.45 2.16 5.70 -13% 18% 2% 43% 53.4 1.23 2.11 4.00 46.4 1.45 2.16 5.70 Crushing Rate Recovery Rate Average LOM Gold Production tpd % oz/year 13,251 88.0% 167,000 14,000 86.3% 184,000 6% 10% 13,251 85.0% 160,300 14,000 86.0% 183,900 Average LOM Operating Costs Mining Processing G&A Total Unit Costs $/t $/t $/t $/t 2.37 6.67 4.00 22.53 2.28 4.97 3.86 24.10 -4% -25% -3% 7% 2.50 7.00 4.20 23.70 2.39 5.22 4.05 25.29 US$/oz US$/oz $613 $688 $482 $550 -21% -20% 828* 734* $M $M $M $305 $146 $450 $317 $161 $478 4% 11% 6% $351 $170 $521 $333 $162 $495 US$/oz USD:CAD $1,250 $0.95 $1,150 $0.78 -8% -18% $1,400 $0.90 $1,400 $0.90 $/L $/L $1.16 $1.16 $0.85 $0.89 -27% -23% na na na na $M % years $330.00 $26 2.00 $455.00 37% 2.00 38% $333.33 50% 6.5 $444.53 55% 3.5 Average Cash Costs All-in Sustaining Cost Capital Expenditures Initial Capex Expansion & Sust. Capex LOM Capital Expenditures LT Gold Price Assumption Exchange Rate Diesel Stationary Equipment Mobile Equipment NPV5% (post-tax) IRR (post-tax) Payback 0% Reflects inclusion of additional transitional ore material +200Koz/yr in first 5 yrs, 194Koz/yr LOM, excl. ramp-up Decrease reflects switch to 2stage crushing from 3-stage, and lower diesel fuel price assumptions Closure cost increased by $20M C$, uunless otherwise noted. *C$/oz Source: Company Reports and Euro Pacific Canada Estimates Exhibit 5 – The Path Forward — Permitting & Licencing Source: Company Reports Ryan Walker, MSc | 416.479.8997 | ryan.walker@europac.ca Page 54 of 56 Important Information and Legal Disclaimers Euro Pacific Canada Inc. is a member of IIROC and CIPF. The documents on this website have been prepared for the viewer only as an example of strategy consistent with our recommendations; it is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular investing strategy. Any opinions or recommendations expressed herein do not necessarily reflect those of Euro Pacific Canada Inc. Euro Pacific Canada Inc. cannot accept any trading instructions via e-mail as the timely receipt of e-mail messages, or their integrity over the Internet, cannot be guaranteed. Dividend yields change as stock prices change, and companies may change or cancel dividend payments in the future. All securities involve varying amounts of risk, and their values will fluctuate, and the fluctuation of foreign currency exchange rates will also impact your investment returns if measured in Canadian Dollars. Past performance does not guarantee future returns, investments may increase or decrease in value and you may lose money. Data from various sources were used in the preparation of these documents; the information is believed but in no way warranted to be reliable, accurate and appropriate. Euro Pacific Canada Inc. employees may buy and sell shares of the companies that are recommended for their own accounts and for the accounts of other clients. Research Dissemination Policy: All final research reports are disseminated to existing and potential clients of Euro Pacific Canada Inc. simultaneously in electronic form. Hard copies will be disseminated to any client that has requested to be on the distribution list of Euro Pacific Canada Inc. Clients may also receive Euro Pacific Canada Inc. research via third party vendors. To receive Euro Pacific Canada Inc. research reports, please contact your Registered Representative. Reproduction of any research report in whole or in part without permission is prohibited. U.K. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. Disclosures: This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. ANALYST CERTIFICATION Company: Kaminak |KAM:TSXV I, Ryan Walker, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. IMPORTANT DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? Yes; and, 2) What type of security is it? Common shares No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? Yes During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? Yes Has the Analyst had an onsite visit with the Issuer within the last 12 months? No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No Ryan Walker, MSc | 416.479.8997 | ryan.walker@europac.ca Page 55 of 56 KAM-TSXV | 25 January 2016 RATING DEFINITIONS Buy The security represents attractive relative value and is expected to appreciate significantly from the current price over the next 12 month time horizon. Speculative Buy The security is considered a BUY but in the analyst’s opinion possesses certain operational and/or financial risks that are higher than average. Hold The security represents fair value and no material appreciation is expected over the next 12-18 month time horizon. Sell The security represents poor value and is expected to depreciate over the next 12 month time horizon. Under Review While not a rating, this designates the existing rating and/or forecasts are subject to specific review usually due to a material event or share price move. Tender Euro Pacific Canada recommends that investors tender to an existing public offer for the securities in the absence of a superior competing offer. Dropped Coverage Applies to former coverage names where a current analyst has dropped coverage. Euro Pacific Canada will provide notice to investors whenever coverage of an issuer is dropped. RATINGS DISTRIBUTION Recommendation Hierarchy Buy Speculative Buy Hold Sell Under Review Restricted Number of recommendations 30 20 9 1 5 2 0 46% 31% 14% 2% 8% 8 7 2 0 3 2 0 40% 35% 10% 0% 15% % of Total (excluding Restricted) Number of investment banking relationships % of Total (excluding Restricted) Tender PRICE CHART, RATING & PRICE TARGET HISTORY Date Target (C$) Rating 13 Aug 2014 $2.00 Spec Buy 17 Mar 2015 $1.85 Spec Buy Kaminak Gold Corp. (TSXV:KAM) $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 Apr Jun Aug Oct Dec Feb Apr Jun Aug Oct Dec Feb Apr Jun Aug Oct Dec 13 13 13 13 13 14 14 14 14 14 14 15 15 15 15 15 15 Price Toronto 150 York Street, Suite 1100 Toronto, ON, M5H 3S5 416-649-4273 | 888-216-9779 PT revision Data sourced from: Capital IQ Oakville 1275 North Service Road, Suite 612 Oakville, ON L6M 3G4 289-348-5936 Vancouver 900 West Hastings Street, Suite 710, Vancouver BC V6C 1E5 604-453-1382 | 888-216-9779 Ryan Walker, MSc | 416.479.8997 | ryan.walker@europac.ca Coverage Initiated: Aug 13, 2014 Montreal 1501 McGill College Avenue Suite 1450 Montréal, Québec H3A 3M8 514-940-5096 | 888-216-9779 Tokyo Holland Hills Mori Tower RoP #603 5-11-1 Toranomon, Minato-Ku, Tokyo, 105-0001 +81.90.1470.1684| 888-216-9779 Page 56 of 56