Medical Marijuana Sector - Dundee Portal
Transcription
Medical Marijuana Sector - Dundee Portal
Medical Marijuana Sector July 20, 2016 Growth At A Recreational Price (GARP) We are resuming coverage of the medical marijuana sector. We have a preference for larger licensed producers (LPs) with access to capital, low unit costs, strong revenue growth, expansion capability, and brand recognition. Resuming Coverage Of The Medical Marijuana (MMJ) Sector • We are resuming coverage on five Health Canada LPs: Aphria Inc. (APH-T, BUY, $2.75 price target), Canopy Growth Corp. (CGC-T, BUY, $4.50 price target), Mettrum Health Corp. (MT-T, BUY, $3.00 price target), OrganiGram Holdings Inc. (OGI-T, BUY, $1.75 price target), and initiating coverage on Supreme Pharmaceuticals Inc. (SL-C, BUY, $0.50 price target). • Regulatory risk has kept some investors on the sidelines but we are confident LPs will have a role in the supply chain once the market opens up. Details from the government on a regulatory framework will determine what extent LPs will be involved in the distribution and retail, if at all. • A rising tide lifts all boats… as the Canadian government moves towards the creation of a legal framework we would expect to see a lower risk premium reflected in the stock prices of all entrants. • In the near term investors should focus on improving fundamentals including QoQ revenue growth, gross margin expansion, EBITDA and operating cash flow generation. Though there is inconsistency in reporting, valuation methods include EV/EBITDA and EV/LSC (licensed sales capacity). • There are 27 enterprises, aka 'licensed producers' (LPs), operating under the Marijuana for Medical Purposes Regulations (MMPR), of which 10 are publicly listed. The medical LPs represent the best way to play the Canadian marijuana space because commercial scale, regulated production will be needed for the industry to grow to the point where both medical and recreational markets coexist and flourish. • Health Canada estimates the MMJ market in Canada can grow from 40,000 patients in 2014 to 450,000 patients by 2024 with $1.3B in annual sales; we believe these estimates are conservative and don't encompass the whole picture. We estimate the Canadian MMJ space approaches $3.0B in annual sales in 2024 alongside a recreational market of $3.0B - $5.0B that same year, for a combined total of nearly $8.0B in retail sales, with further upside coming from increased tourism and international expansion or trade. Industry Catalysts On The Path To Legalization • August 24, 2016: Deadline for Health Canada to amend the MMPR • November 2016: Task Force update • Spring 2017: Liberals table legislation for marijuana legalization Daniel Pearlstein / (647)-253-1160 dpearlstein@dundeecapitalmarkets.com • H1/2018: Implementation of marijuana legalization (Dundee Estimate) Please see Disclosures and Disclaimers at the end of this report. A division of Dundee Securities Ltd. Dundee Capital Markets is a registered trademark of Dundee Corporation, used under license. Medical Marijuana Sector July 20, 2016 Contents Medical Marijuana Sector .................................................................................................................................................................1 EXECUTIVE SUMMARY - CONFIDENT IN LP PARTICIPATION ...................................................................................................3 Industry Catalysts On The Path To Legalization.…………………..………………………………………………………….…...............4 What Is The Valuation Of The Group?................…………………..……………………………………………………………................7 Company Investment Overview ........................................................................................................................................................9 Aphria Inc. (APH) ............................................................................................................................................................................10 Canopy Growth Corp (CGC). ..........................................................................................................................................................18 Mettrum Health Corp. (MT) .............................................................................................................................................................27 Organigram Holdings Inc. (OGI) .....................................................................................................................................................35 Supreme Pharmaceuticals Inc. (SL) ...............................................................................................................................................43 MEDICAL MARIJUANA SECTOR OVERVIEW AND BACKGROUND ..........................................................................................52 What's Happened Up Until This Point?...........................................................................................................................................52 MMPR Was Created To Address Safety And Security Concerns With The MMAR .......................................................................53 We Expect Home Grow In Revision To MMPR (August 2016) With Little Impact To LPs ..............................................................54 The MMPR Is Becoming An International Standard For MMJ Regulation ......................................................................................55 PATIENT ENROLLMENT IS ON PACE TO FAR EXCEED HEALTH CANADA'S ESTIMATE ......................................................57 MORE EXPANSIONS & MORE LICENSES ...................................................................................................................................59 WHEN WILL REC START? WE ESTIMATE H1/18 (ONE YEAR BEFORE NEXT FED ELECTION) ............................................60 What Are The Implications Of A Rec Marijuana Market In Canada? ..............................................................................................61 HOW BIG COULD A MED + REC MARKET BE IN CANADA? WE SAY ~$8b PER YEAR ..........................................................62 Our Estimates Compare Favourably With Projections For The US ...................................................................................... 66 DISTRIBUTION AND ROLLOUT: FEDERALLY LEGAL, PROVINCIALLY DISTRIBUTED ...........................................................67 Pharmacies / Big Retail - Likely Medical And Later Recreational ......................................................................................... 67 LCBO / Provincial Distributors - Likely Recreational .......................................................................................................................68 Dispensaries - Might Have A Play In Rec, But Not All Will Make It Through ..................................................................................69 HOW DO LPS FIT INTO THESE DISTRIBUTION METHODS?.....................................................................................................69 How Does It Shake Out? ................................................................................................................................................................70 WHAT IF LEGALIZATION DOESN'T HAPPEN? ............................................................................................................................71 Dundee LP Tracker .........................................................................................................................................................................72 DUNDEE CAPITAL MARKETS Page | 2 Medical Marijuana Sector July 20, 2016 EXECUTIVE SUMMARY - CONFIDENT IN LP PARTICIPATION We are initiating coverage on five companies within the medical marijuana sector, all of which are Health Canada licensed producers (LPs). • Aphria Inc. (APH - T, BUY, $2.75 price target) - Aphria is a low-cost greenhouse producer, with fully-funded plans in place to dramatically expand capacity under the leadership of a management team with extensive consumer products and nutraceuticals experience in a high growth setting. • Canopy Growth Corp. (CGC - T, BUY, $4.50 price target) - Canopy is the current market share leader holding 20% of patients registered and four of the 33 granted licenses, and at $285 MM has ~2.3x the market cap of its next closest peer. Its multi-brand platform provides diversification into both the medical and rec markets, and the company has already made more steps into international markets than most of its peers combined. • Mettrum Health Corp. (MT - T, BUY, $3.00 price target) - Mettrum is a multi-facility producer that takes a physicianfocused approach using 'pharma-like' reps to sell its product. It has a simplified offering versus peers and promotes education to accelerate adoption and acquire patients. To cement its medical orientation, Mettrum is one of the bigger sponsors of academic research. • OrganiGram Holdings Inc. (OGI - T, BUY, $1.75 price target) - OrganiGram is one the few certified organic producers with a brand that translates well to either the medical or recreational market. Its early approach to targeting the military veteran patient community has resulted in the development of a loyal and high-consuming patient base. • Supreme Pharmaceuticals Inc. (SL - C, BUY, $0.50 price target) - Supreme is cultivating in one of the largest greenhouse facilities that we know of, pioneering a wholesale B2B approach supplying other LPs, and intends to implement a cobranding strategy that could build brand value ahead of a potential recreational market. What are key drivers for stock price returns? Legalization! • The biggest driver is the Liberal government is expected to table legislation outlining marijuana legalization in Canada in spring 2017. Greater visibility towards the LPs' role in the supply chain would be viewed favourably; in our view stocks should react positively and investors in public LPs would benefit. • In the near term investors should focus on improving fundamentals including QoQ revenue growth, gross margin expansion, EBITDA and operating cash flow generation. • Upside could potentially be rate-limited by the need for fresh capital to fund capacity expansion as the addressable market increases. We model a number of financings for expansion capital over the next five years. • Longer term, the involvement of larger better capitalized firms in the tobacco, consumer products, and/or retail sectors is possible once the federal and provincial retail frameworks are established. This could lead to one or more monetization events for LPs in the future as larger firms may choose to acquire their way into the market. What is a licensed producer (LP)? • An LP is licensed by Health Canada under the Marijuana for Medical Purposes Regulations (MMPR) to grow, produce, distribute and sell medical cannabis (aka "flower" or "bud") and cannabis oil extracts (aka "oils" or "extracts"). • Health Canada has granted 33 bud licenses tied to facilities held by 27 enterprises (10 of which are public). Of those 33 licensed entities, 22 also hold oil licenses. • LPs sell by mail directly to patients who obtain a prescription from a physician. Prices range from $5-$12/gram and Health Canada has no influence on pricing. • In the current environment, we believe LPs should track towards COGS/gram of ~$2/gram, gross margins of ~70%, and EBITDA margins ~30%. DUNDEE CAPITAL MARKETS Page | 3 Medical Marijuana Sector July 20, 2016 Industry Catalysts On The Path To Legalization • August 24, 2016: Deadline for Health Canada to amend the MMPR • November 2016: Task Force update • Spring 2017: Liberals table legislation for marijuana legalization • H1/2018: Implementation of marijuana legalization (Dundee Estimate) Figure 1 - Dundee Estimated Timeline To Legalization Task Force Update Nov 2016 Liberals Table Legislation vof of Spring 2017 Potential Start of Rec Federal Election H1 2018 Oct 2019 Jul-1 6 Aug -1 6 Sep -1 Oct- 6 1 Nov 6 -1 Dec 6 -16 Jan1 Feb 7 -17 Mar -1 Apr 7 -17 May Jun- 17 17 Jul-1 7 Aug -1 7 Sep -1 Oct- 7 1 Nov 7 -17 Dec -1 Jan- 7 1 Feb 8 -18 Mar -1 Apr 8 -18 May Jun- 18 18 Jul-1 8 Aug -1 8 Sep -1 Oct- 8 1 Nov 8 -18 Dec -1 Jan- 8 1 Feb 9 -19 Mar -1 Apr 9 -19 May Jun- 19 19 Jul-1 9 Aug -1 9 Sep -1 Oct- 9 19 HC Amends MMPR Aug 2016 We expect material stock volatility around this event Source: Dundee Capital Markets • The Liberals have emphasized their desire to legalize, regulate, and restrict access to marijuana, and we believe the move towards legalization is likely to start with government-vetted LPs as suppliers. The government launched a Task Force on June 30, 2016 that will inform the creation of a new marijuana legalization and regulation system. The well rounded team is chaired by former deputy prime minister Anne McLellan, and the government liaison is former Toronto police chief Bill Blair. • The Task Force will report back with an update in November 2016. Until then, it will be consulting with provincial and municipal governments, key experts in relevant fields, and will allow feedback from the public. The full Discussion Paper by the Task Force can be found here. We highlight a notable comment in the paper: "a new regulatory framework for legal marijuana could contain features designed to ensure good manufacturing practices in a safe and secure environment… the MMPR contain these features and could serve as a reference point for consideration of the nature and extent of the safeguards required in the legal marijuana regime." DUNDEE CAPITAL MARKETS Page | 4 Medical Marijuana Sector July 20, 2016 How is enrollment progressing? On pace to surpass Health Canada's estimate this summer. • Patient acquisition and retention are important as LPs establish reputations and brand loyalty in the medical program. MMPR patient enrollment has been increasing by 5,000 new patients per month in Q2/16, to reach ~75,000 patients. • We assume the long term penetration rate of medical patients in Canada reaches 2% of the total population by 2024, or ~800,000 patients, which is comparable to penetration of existing medical programs in Colorado, Oregon, Washington, and California, aged approximately the same as Canada's. Figure 2 - Patient Enrollment Should Soon Exceed Health Canada's Estimates, And We Estimate Will Reach 2% of Pop. 80,000 80,000 75,000 75,000 70,000 70,000 65,000 55,000 55,000 50,000 50,000 50,954 45,000 45,000 40,000 40,000 40,000 35,000 35,000 30,000 30,000 25,000 25,000 20,000 20,000 15,000 15,000 10,000 10,000 5,000 5,000 0 Medical Marijuana Patients (#) 60,000 600,000 700,000 MMPR enrollment will surpass HC's 2014 estimates in mid-2016 ... if it hasn't already 600,000 500,000 500,000 400,000 400,000 300,000 300,000 200,000 200,000 100,000 100,000 - 2014 0 Health Canada Projection (medical only) 800,000 700,000 65,000 64,907 60,000 Medical Marijuana Patients (#) 800,000 2015 2016 2017 MMAR & Home Grow MMPR Enrollment (historical) 2018 2019 2020 Health Canada Projection (medical only) 2021 2022 2023 2024 DUNDEE ESTIMATES (medical only) Source: Health Canada, Dundee Capital Markets Estimates How much capacity is needed? Lots more. • Inventories have been increasing in lock-step with patient enrollment, and large expansion plans are on the way. Health Canada data shows steady increases in the amount of dried marijuana produced and sold, and much more rapid increases in inventory with a relatively lower number of licenses. But much more capacity will be needed according to our market estimates. We estimate there is currently ~85,000 kg of licensed capacity, and another ~50,000 kg of built unlicensed capacity, for a total of ~135,000 kg, which is roughly 25% of what we estimate the market will demand. 11,000 35 30 9,000 Dried Marijauna (kg) 8,000 25 7,000 20 6,000 5,000 15 4,000 10 3,000 2,000 5 1,000 0 0 Q2/14 Q3/14 Licences Granted Q4/14 Q1/15 Amount sold (kg) Q2/15 Q3/15 Amount produced (kg) Q4/15 Q1/16 Inventory at Q-end (kg) Dried Flower Licenses Granted (#) 10,000 Capacity: licensed, built, or needed (kg) Figure 3 - LP Inventory Is Increasing, But Much More Capacity Will Be Needed 600,000 600,000 550,000 550,000 500,000 450,000 400,000 350,000 Our market estimates imply over 550,000 kg of dried flower MJ would be demanded in 2024... 500,000 300%(!) more than the ~135,000 kg of supply currently built under today's LPs 400,000 450,000 350,000 300,000 300,000 250,000 250,000 200,000 200,000 150,000 150,000 100,000 100,000 50,000 50,000 - 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Capacity Licensed by Health Canada (kg) Unlicensed Built Capacity Under Current LPs DUNDEE ESTIMATES (medical only, flower only) DUNDEE ESTIMATES (rec only, flower only) Source: Health Canada, Dundee Capital Markets How big can the market get? We say $8.0B at retail. • We estimate the Canadian MMJ space reaches $3.0B in annual sales in 2024 with an even larger recreational market of $3.0B - $5.0B that same year, for a combined total of $6.0B - $8.0B, with further upside coming from increased tourism and international expansion or trade. Our estimates are discussed further below and on page 62. DUNDEE CAPITAL MARKETS Page | 5 Medical Marijuana Sector July 20, 2016 Figure 4 - We Estimate $3.0B Medical and $3.0B - $5.0B Recreational, Compared To HC's $1.3B Medical $10,000 60% Revenue from medical flower AND extracts could exceed $3 billion in 2024 70% Revenue from recreational AND medical, flower AND extracts, could near $8 billion in 2024 60% 50% $7,000 40% $2,500 $2,000 30% $1,500 20% Revenue ($MM) Revenue ($MM) $3,000 $8,000 50% Extract Only Patients (%) $3,500 $9,000 $1,000 10% $6,000 40% $5,000 30% $4,000 $3,000 20% We expect legalization in H1/18 $2,000 $1,000 Rec Sales as a % of Total Sales $4,000 10% $500 $0 $0 0% 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 0% 2014 2015 2016 2024 2017 2018 2019 2020 2021 2022 2023 2024 Health Canada Projection (medical only, flower only) Health Canada Projection (medical only, flower only) DUNDEE ESTIMATES (medical only, flower only) DUNDEE ESTIMATES (medical only, flower only) DUNDEE ESTIMATES (medical only, flower & extracts) DUNDEE ESTIMATES (medical only, flower & extracts) DUNDEE ESTIMATES (medical & recreational, flower & extracts) Extract Only Patients (%) Rec Sales as a % of Total Sales Source: Dundee Capital Markets Estimates We believe marijuana is likely to become 'federally legal, provincially distributed' giving provinces the jurisdiction to decide their preferred distribution methods; however the government still needs to provide a framework for distribution and retail. We believe retail distribution is complex and more likely to fall on the shoulders of established channels; options include pharmacies, grocers and/or general merchants, liquor stores, and dispensaries. • Figure 5 - Our Med and Rec Sales Estimates Stack Up To Alcohol and Tobacco, But Are Contingent On Adequate Distribution Others 10,000 CGC CGC 9,000 Others Revenue ($MM) 8,000 CGC 7,000 MEDICAL 6,000 Others MT MT OGI APH OGI APH OGI 5,000 2016 2020 MT APH 2024 4,000 3,000 RECREATIONAL 2,000 1,000 0 Cigarettes & Tobacco Beer Wine Spirits Cigarettes & Tobacco, Alcoholic Beverage Sales (2014) MMJ (2024) Rec MJ (2024) Total MJ MJ Black (2024) Market (2016) DUNDEE ESTIMATES Bubble size is approximate market size in C$MM Source: StatsCan, Canopy Growth Corp., Dundee Capital Markets Estimates How many people would participate? We estimate 4,500,000 Canadians, or 15% of the adult population. • 59% of Canadians surveyed support new laws that would legalize, tax and regulate recreational marijuana (Forum Research survey, via CBC, Nov 2015) • That same survey found that 30% of Canadians would consume marijuana if legal, and that 20% had done so in the past year • 12.2% of Canadians aged 15 or older used marijuana in the previous year (Statistics Canada, 2012) • During the first year of legalization in Colorado, approximately 9% of residents consumed recreational marijuana at least once per month (Colorado Department of Revenue, via theCannabist, Dec 2014) • StatsCan also revealed that 3.2% of Canadians aged 15 and older consumed marijuana more than once per week in the previous year, and 1.8% aged 15 and older consumed daily DUNDEE CAPITAL MARKETS Page | 6 Medical Marijuana Sector July 20, 2016 What is the valuation of the group? We include recreational sales and look to FY2021E for EV/EBITDA. • The MMPR is only two years old, but in the early stages we have focused on improving fundamentals including QoQ revenue growth, gross margin expansion, EBITDA and operating cash flow generation. Though there is varying consistency in operational reporting, we expect increased transparency from producers and clarity on evolving regulations to help shape more uniform metrics over time. • Industry participants are currently competing for a growing patient pool, protected by the barriers offered by the current licensing regime. We compare the Canadian MMJ LPs to other regulated industries such as pharma & biotech, tobacco & brewers, and telecom that offer high margins, restricted distribution, and attractive consumption usage patterns. Figure 6 below compares today's nascent MMJ industry with much more mature sectors on the S&P500 that trade between 8.0x - 12.0x forward EBITDA and 2.0x - 6.0x forward sales. Figure 6 - Our Valuations Include Recreational Sales Highlighting the Growth Opportunity in the Space 18.0x Distillers 16.0x Biotech 14.0x 2017 EV/EBITDA 12.0x Cons Discretionary 10.0x Brewers 8.0x Pharma Tobacco TSX Agriculture 6.0x Telecom Services 4.0x MMJ 2.0x [F2021 DCM Est.] 0.0x 0.0x 1.0x 2.0x 3.0x 4.0x 2017 EV/Sales 5.0x 6.0x 7.0x *Bubble size is current average market cap *MMJ is current average market cap x 10 Source: FactSet, Dundee Capital Markets • The most commonly used methodologies used for valuing the MMJ space are EV/LSC (licensed sales capacity) and EV/EBITDA (one year forward). However, we have taken a slightly different approach to the latter. Firstly, we include in our models medical market sales, but also recreational bud + extracted products we refer to as 'units'. Secondly, since the LPs and sector as a whole are not nearly as mature as the comparable sectors mentioned, for our valuation year we look five years down the line to FY2021. At this point, in our view, the recreational regime would be in place for three years, and it is a more relevant time period to value the industry's potential. • We believe that over time the sector will grow into similar valuations as the comparable sectors because in our view, legalization is highly probable, the LPs will play a role in supply, and the cost of capital will come down as the industry is legitimized. We use a forward EV/EBITDA multiple on FY2021E ranging from 4.0x - 8.0x, a discount to the 8.0x - 12.0x long term averages for comparable industries, reflecting growth prospects and capital needs for individual firms. • By extension, this approach of putting lower multiples on more "steady state" forecasts results in higher multiples on near term forecasts, reflective of the emerging profitability of the group. • We place a higher multiple on players that have the potential to control market share or distribution points, have higher capacity, lower cost of acquiring customers, and better capital efficiency. With the exception of a few players, we believe most of today's LPs could be consolidated or end up as value-added manufacturing specialists with some brand recognition while the distribution is left to more established channels. DUNDEE CAPITAL MARKETS Page | 7 Medical Marijuana Sector July 20, 2016 What are risks to our thesis? Regulatory risks are at the top of that list. • Distribution framework - high risk - Details from the federal government on a regulatory framework will determine what extent the LPs will be involved in the distribution and retail, if at all. Greater inclusion would be viewed favourably, but we are confident LPs will have a role in the supply chain once the market opens up, given the current licensing regime is viewed positively by the government. Sales to the legal market are in our estimates so a delay or exclusion could negatively impact our estimates. • MMPR-related regulatory changes - medium risk - The chances of abolishment of the MMPR and elimination of the role of LPs both seem unlikely in our view. LPs have followed stringent guidelines for production and record keeping, and Health Canada has sometimes consulted with companies in the space for recommendations of how to make improvements. Commercial scale regulated production will be needed for the industry to grow. A modification to the MMPR is expected in August, retroactive to the R. v. Allard decision on February 24, 2016, that will likely introduce some form of 'home grow'. We believe any revenue opportunity lost due to personal production will be marginal at most, similar to individuals who choose to brew their own beer or wine. • Timing and licensing - medium risk - Health Canada grants one year production licenses on an individual basis for specific kg quantities, that can be further expanded 'off cycle' at the request of the LP, should it display the demand that would necessitate an increase. The licenses are renewed annually. The inspection and feedback period can last several months, and it's even conceivable a license is never issued, or revoked if the LP encounters product quality or liability issues. Health Canada has shown it will work with the LPs including regular inspections and conversations with the LP industry association. This could also lead to M&A activity for more licenses and applicants. • More licenses - low risk - We believe another ~10 licenses may be granted to applicants within the next year, but we don't see this as a large threat to those already licensed due to the strong first mover advantages in patient recruitment, physician relationships, and production experience. We believe that some of the next in line will apply to be licensed for only part, not all, of the value chain unlike like their vertically integrated incumbents; we see some of the smaller LPs already starting this, and believe that this would be a sign of the industry advancing. • The black market - low risk - At a conference Dundee hosted in May 2016, Bill Blair, the Liason to the Liberal Government's Task Force for the legalization of marijuana, said he believes the black market for marijuana in Canada is $7-10B each year, which costs the government $2.3B to enforce. The black market will continue to cap the revenue opportunity for the legitimate business community unless regulated regimes are set up for proper methods of distribution and retail, the protection of patients' rights, investment in scientific evidence, research and education, maintaining the health and safety of Canadians, restricting access to children, and promoting appropriate methods of consumption. Simply put, we believe the legitimate market needs to evolve to the point where the pricing and range of product offerings are comparable to the black market. • Capital needs risk - low risk - We model a number of financings for expansion capital over the next five years as the need for fresh capital to fund capacity expansion increases with the addressable market size. Adequate supply must meet increased demand in order to avoid patients and consumers from going back to the black market. • Product quality - low risk - The MMPR outlines strict rules for quality assessment and control, cleanliness, manufacturing, and pesticide use. A product recall may occur but the industry hasn’t had a public recall by Health Canada in months, and tests are routinely required. Poor product quality may cause patients to leave for other LPs or go to the black market. • Pricing and cost - low risk - Pricing in the industry has remained relatively consistent (~$7.00 - $7.50/g) and Health Canada has no control over how an LP prices product. Compassionate pricing by LPs has been viewed favourably by eligible patients. We believe LPs can track towards ~70% gross margins on production and ~20% - 30% EBITDA margins. DUNDEE CAPITAL MARKETS Page | 8 Medical Marijuana Sector July 20, 2016 COMPANY INVESTMENT OVERVIEW Figure 7 - Medical Marijuana Sector Valuation Snapshot Aphria Inc. Canopy Growth Corp. Mettrum Health Corp. Organigram Holdings Inc. Supreme Pharma Inc. Coverage Average LP TSXV:APH $1.93 BUY Speculative $2.75 42% LP TSXV:CGC $2.74 BUY Speculative $4.50 64% LP TSXV:MT $2.31 BUY Speculative $3.00 30% LP TSXV:OGI $1.16 BUY Speculative $1.75 51% LP CSE:SL $0.40 BUY Speculative $0.50 25% 42% C$MM 6.0x $46 7.5x $82 5.0x $32 5.0x $33 4.5x $26 C$MM 2.5x $185 3.3x $318 2.7x $167 2.4x $171 1.9x $104 0.6x 0.8x 0.5x 0.5x 0.5x 3 2 3 2 1 C$MM C$MM $125 $115 $284 $269 $91 $88 $77 $79 $48 $50 $125 $120 C$000's $564 $1,513 $240 $475 $22 $563 kg 2,600 6,700 3,500 600 expansion soon 100 cultivation only $44 $40 $25 $132 $496 F2016 EV/EBITDA F2017E EV/EBITDA F2018E EV/EBITDA -40.2x 21.7x 43.5x 176.8x 20.2x --9.6x 116.8x 20.4x 9.2x --7.9x 80.2x 79.1x 13.7x F2016 EV/Sales F2017 EV/Sales F2018 EV/Sales 13.7x 5.2x 2.9x 18.3x 6.7x 3.9x 11.5x 3.5x 2.0x 12.2x 3.8x 1.8x -4.7x 1.8x 13.9x 4.8x 2.5x 365% 365% 482% 593% 168% *2017E-2018E 394% May March March August June Metric Overview Ticker Share Price Rating Risk Target Return to Target Target Multiple F2021E EBITDA Currently Trading At F2021E Sales Currently Trading At Consensus Analysts w/ DCM Market Capitalization Enterprise Value Daily Volume Licensed Sales Capacity (LSC) Valuation (fiscal years, DCM est.) EV/LSC $/g F2016E-F2018E Sales Growth % Year end 2.6x $189 0.6x Source: FactSet, Dundee Capital Markets Figure 8 - MMJ Sector Comp Table Ticker Rating Target All in CAD$ Aphria Aurora Cannabis Canopy Growth Emerald Health Mettrum Health MMJ Phytotech OrganiGram PharmaCan Capital Supreme Pharma THC BioMed APH-T ACB-C CGC-T EMH-T MT-T MMJ-AU OGI-T MJN-T SL-C THC-C B $2.75 B $4.50 B $3.00 B $1.75 B $0.50 Last $/sh S/O MM $1.93 $0.44 $2.74 $0.19 $2.31 $0.26 $1.16 $0.28 $0.40 $0.11 65.0 135.0 103.8 54.2 39.5 141.1 66.3 42.6 119.7 95.7 FD S/O Mkt. Cap Cash Debt EV LSC EV/LSC MM MM$ MM$ MM$ MM$ kg $/g 92.0 168.0 113.4 58.2 43.4 164.3 79.9 60.0 159.0 114.8 $125 $59 $284 $10 $91 $36 $77 $12 $48 $10 $10.0 $0.5 $20.0 $1.0 $7.1 $1.9 $5.0 $1.0 $2.8 $1.0 Average (n = 10) $75 5.0 Median ¹ Estimates are Dundee's; adjusted for calendar year-ends ² Attributable based on equity ownership of LP's LSC = Licensed Sales Capacity; B = Buy; N = Neutral; R = Restricted; UR = Under Review EV/EBITDA EV/Sales Performance CY2016 CY2017 CY2016 CY2017 1mo 3mo 6mo $0.0 $115 2,600 $9.4 $68 1,000 $4.3 $269 6,700 $0.0 $9 -$3.4 $88 3,500 $0.5 $35 -$7.4 $79 600 $1.6 $12 977² $4.0 $50 -$0.8 $10 -- 44 68 40 -25 -132 13 --- 57.0x -NM -NM -77.5x -NM -- 25.5x -23.8x -10.1x -14.5x -8.5x -- 6.6x -8.2x -3.5x -9.1x -NM -- 3.3x -4.4x -2.0x -3.1x -1.8x -- 32% -13% 3% 0% 28% 30% 12% 33% 14% -10% 3.1 54 42 67.2x 67.2x 16.5x 14.5x 6.9x 7.4x 2.9x 3.1x 13% 13% 12% 13% 12% 2% $74 2,563 $59 1,800 26% -24% 12% 21% 61% 12% 10% 2% 17% -10% 56% -10% 1% 0% 34% 4% 37% -7% -3% 7% Source: Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 9 Aphria Inc. July 20, 2016 (APH-T: C$1.93) BUY, Speculative Risk Dundee target: C$2.75 Daniel Pearlstein / (647) 253-1160 dpearlstein@dundeecapitalmarkets.com Low Cost Greenhouse Primed For Expansion APH-T New Last Rating: BUY BUY $2.00 Target: $2.75 Risk: Speculative Speculative Projected Return: 42% F2021 EBITDA (MM$) $46 EV/EBITDA 2.5x Company Data $1.93 Price (03/10/16): $1.99 $0.79 52-Week Range (H-L): $125.5 Market Capitalization (MM$): $115.5 Enterprise Value (MM$): $65.0 Shares Outstanding - Basic (MM): $92.0 Shares Outstanding - Diluted (MM): 371.0 Avg Daily Volume (3 Mos) (000s): $10.00 Cash (MM$):* $0.00 Debt (MM$): $15.87 Working Capital (MM$): May Fiscal Year End We are resuming coverage of Aphria Inc. with a BUY rating, and introducing a price target of C$2.75, based on 6.0x FY2021 estimated EBITDA, implying a 42% return from yesterday's close of $1.93. The 6.0x multiple is in the middle of our peer group range of 4.0x - 8.0x, due to Aphria's low-cost structure and expansion capability. Aphria is a low-cost greenhouse producer, with fully-funded plans in place to dramatically expand capacity under leadership of a management team with extensive consumer products and nutraceuticals experience in a high growth setting. Investment Overview • Only 100% greenhouse public LP with potential for industry leading costs per gram. Aphria is one of only a handful of greenhouse-only LP's benefitting from a track record of low-cost commercial-scale greenhouse growing, and has focused on establishing and maintaining one of the lowest cost productions in the MMPR along with a strong standard of pharmaceuticallike approach to agri-business. In FQ4 Aphria reported cash-cost/g of $1.15, or more relevant to our estimates, "all-in" COGS/g of $2.07 recording an adjusted gross margin of 74.5% which sets a benchmark for where the industry should be tracking towards in our view. • Near term doubling of production capacity is fully funded, massive expansion plans in place beyond that. Aphria's current production capacity on hand is 2,600 kg per year growing in 43,000 sq ft. With proceeds from a recent financing management expects to add another ~3,000 kg of capacity for a total of ~5,500 - 6,000 kg per year growing in 100,000 sq ft. The expansion has commenced and is expected to be completed by mid-2017. The company also acquired numerous greenhouses and land right beside (non-arm's length) to expand to up to 1,000,000 sq ft of growing space. • Track record of commercial-scale greenhouse growing. Co-founders bring decades of commercial-scale greenhouse growing, agriculture and industrial experience. Aphria's infrastructure provides savings on hydro and labour, economies of scale for raw materials, and tissue culture expertise. • Management has strong ties to the pharmacy industry, could be advantageous if that distribution channel opens up. When Jamieson was under current Aphria CEO Vic Neufeld's leadership, increased its market share to 27% from 7% and sales to $250 MM from $20 MM until the company's acquisition in early 2014. With expertise in processing, marketing, and distribution, he is well connected in the healthcare industry which may prove to be beneficial when new distribution methods are allowed for MMJ. * Dundee Estimate 2015A 2016E Forecasts (May YE) 7.50 8.12 Price per gram ($/g) COGS ($/g) 3.18 2.85 Revenue (MM$) 0.6 8.4 EBITDA (MM$) (1.7) (0.9) EPS ($/sh) -0.14 -0.03 OP CF (MM$) (5.4) (1.1) CF/share ($/sh) -0.10 -0.02 Capex (MM$) (2.4) (5.0) FCF (MM$) (7.8) (6.1) All Figures in C$ Unless Otherwise Noted Source: FactSet, Company Reports, DCM 2017E 7.50 2.00 22.2 2.9 0.02 0.5 0.01 (9.0) (8.5) APH-T: Price/Volume Chart Source: Factset Company Description Aphria Inc. is a medical marijuana company based in Leamington, Ontario. Aphria is one of a handful of greenhouse-only LPs and is one of the lowest cost producers in the MMPR. DUNDEE CAPITAL MARKETS Page | 10 Medical Marijuana Sector July 20, 2016 KEY CATALYSTS FOR APH: MMPR update (Industry Catalyst) - August 2016 - A modification to the MMPR is expected in August, retroactive to the R. v. Allard decision on February 24, 2016, that will likely introduce some form of 'home grow'. We believe any revenue opportunity lost due to personal production will be marginal at most. Task Force update (Industry Catalyst) - November 2016 - The government launched a Task Force on June 30, 2016 that will inform the creation of a new marijuana legalization and regulation system. The Task Force will report back with an update in November 2016 and we believe LPs will be a starting point for production in a more open system. Acceleration of oils - H2/16 - Aphria received its oils cultivation license in August 2015. The receipt of the oils sales license would be an important milestone in broadening the company's product offering. Large volume, low cost greenhouses are perfect for large scale oil production, in our view. Capacity expansion - Mid-2017 - Aphria's current production capacity on hand is 2,600 kg per year growing in 43,000 sq ft. With proceeds from a recent financing management expects to add another ~3,000 kg of capacity for a total of ~5,500 - 6,000 kg per year growing in 100,000 sq ft. The expansion has commenced and is expected to be completed by mid-2017. COMPANY OVERVIEW Aphria is one of only a handful of greenhouse-only LPs. It was the 14th company licensed by Health Canada. Aphria has its facility located in Leamington, Ontario, benefits from a track record of low-cost commercial-scale greenhouse growing, and has strong ties to the community through its management team. The company has focused on establishing and maintaining one of the lowest cost productions in the MMPR, and a strong standard of pharmaceutical-like approach to agri-business. The company recently acquired CannWay Pharmaceuticals, a company with significant market share in the veterans' patient market, which Aphria stands to benefit from higher-than-average consumption from this patient population. Aphria is the 2nd largest public LP by market capitalization and 2nd largest by enterprise value. The company went public through an RTO with Black Sparrow Capital Corp. and was first publicly listed in December 2014. Figure 1 - Aphria Brand Source: Company presentation Wholesale Strategy: Aphria was the first LP to publicly announce a wholesale sales program to other LPs. Though it isn't a large portion of its revenue, wholesaling can provide good margins to sell plants at all different stages of the plant's life including cuttings/clones, genetics, and mature plants. LPs with crop failures, increased demand, or insufficient capacity have reached out to Aphria for this offering. DUNDEE CAPITAL MARKETS Page | 11 Medical Marijuana Sector July 20, 2016 Two pronged patient acquisition strategy, tapped into the veteran market. The company recently acquired CannWay Pharmaceuticals, a company with significant market share in the military veterans patient market. The purchase of CannWay should benefit Aphria's revenue since veterans generally purchase much higher than average daily amounts. The acquisition brought an established patient base to Aphria with potential for increased growth through direct distribution across Canada. The company has also developed research funding partnerships with clinics and healthcare organizations. Figure 2 - APH Share Price Performance with Key Events Annotated 1.80 Price (CAD) Volume (Thousands) Announces 3yr research study 1.60 Announces $10MM equity financing Veteran patients partnership 2,500 Reports industry's first EBITDA+ Q 2,000 1.40 Build out for R&D and oils Lists on TSXV Acquires CannWay 1,500 1.20 1.00 1,000 Acquires CF Greenhouses 0.80 0.60 Announces capex expansion License amendment increase First product shipment Amends license for wholesale Completes first wholesale sale 500 Liberals win majority in Fed election 0.40 0 Jan'15 Volume Jul'15 Apr'15 Aphria Inc Oct'15 Jan'16 Apr'16 Jul'16 Source: FactSet Prices Source: FactSet, Dundee Capital Markets VALUATION & FORECASTS We rate APH as a Buy, Speculative Risk, with a $2.75 target price. We base our valuation on a 6.0x EV/EBITDA multiple on our $46 MM FY2021E EBITDA. Our model only considers flower and oil sales from its existing facility and expansion, as well as sales to the recreational legalization market. On valuation the company trades in-line on an EV/LSC at $44/g (peers at $42/g) but a premium would be justified for its low cost operation, massive expansion capability, and management’s connections to the pharmacy industry which might be a distributor of MMJ down the line. Patient enrollment reaching ~7,500 by Q1/17E. With the completion of Phase I construction we model Aphria adding ~1000 patients per quarter to reach 7,500 patients by Q1/17, and then ~1,500 patients per quarter after Phase II is completed. The completed expansions should allow the company to accelerate registration through 2017. Sales price of $7.50/g for dried bud, $15.00/ for oil. For bud sold we assume a price of $7.50/g, in line with the average price in the space of approximately $7.00/g. Aphria's average price per gram over the last four quarters has been ~$8.00/g. We model oil sales starting in late summer, produced from trim product from plants grown. We assume that only 50% of the excess non-flower plant material is used for extract production, a 10% w/w yield, for final product that is sold at $20.00/g with a 50% gross margin. We estimate recreational sales at $7.50/g and extracted product at $15.00/unit. DUNDEE CAPITAL MARKETS Page | 12 Medical Marijuana Sector July 20, 2016 Strong revenue growth expected to accompany facility expansion. We model Aphria's revenue experiencing >30% QoQ growth due to the acceleration of patient acquisitions that was temporarily slowed to slow delay in the approval from Health Canada, as well as due to the receipt of the oils sales license. We will also watch for Aphria's high value veteran patients' to benefit our consumption rate estimates which we currently model at 1.0g/day. One of the lowest COGS/g in the sector. In FQ4 Aphria reported cash-cost/g of $1.15, or more relevant to our estimates, "all-in" COGS/g of $2.07 recording an adjusted gross margin of 74.5% which sets a benchmark for where the industry should be tracking towards in our view. We model COGS decreasing to $2.00/g (excluding biological assets) through midcalendar 2017E as the company expects to grow more volume over the platform. FACILITY AND ASSET DESCRIPTION - APHRIA'S FACILITY Figure 3 - APH Facility and Asset Description Aphria Current Facility Status Location Leamington, ON Facility Type Greenhouse Built Flowering Square Footage 44,000 sq ft Capacity Utilization 100% Dried Cannabis License: 2,600 kg Implied Annual Patient Capacity @ 1.0g/p/d: 4,749 Oils License: Production only Security level: Level 8 vault Facility Ownership: Wholly owned At Maximum Capacity Dried Cannabis Capacity 50,000 kg Implied Annual Patient 91,324 Capacity @ 1.0g/p/d: Near Term Expansion Plans Another 100k sq ft (Spring 2017) Another 640k sq ft (2018+) Source: Company Reports, Dundee Capital Markets APHRIA - Low cost producer with massive expansion capability Background - Aphria was formed in 2012, when co-founders Cole Cacciavillani and John Cervini began pursuing a business plan under MMPR. The co-founders and master grower gained MMJ experience under the old MMAR regulations before the MMPR came into effect. The company applied for a license in August 2013, and received a license to cultivate in August 2014. Aphria's facility was started from within CF Greenhouses, a commercial scale agriculture and industrial business owned by Aphria's co-founder Cole Cacciavillani, which provided savings on hydro and labour, economies of scale for raw materials, and tissue culture expertise. As of July 2016 Aphria officially now owns CF Greenhouses acquiring 360,000 sq ft of production space located on 36 acres of land for $6.1 MM ($3.25 MM in cash, and a $2.85 MM VTB mortgage). As part of the agreement, Aphria acquired vacant land allowing it to build an additional 640,000 sq ft of growing space. DUNDEE CAPITAL MARKETS Page | 13 Medical Marijuana Sector July 20, 2016 Branding - Aphria was the 6th public LP which heightened exposure as it positioned itself behind its management team's track record. CEO Vic Neufeld brings credibility and strong ties to the pharmaceutical industry as the former CEO of Jamieson Labs, while co-founders Cacciavillani and Cervini bring decades of commercial-scale greenhouse growing. As one of a handful of the greenhouse-only growers, early on Aphria showed that consistent product could be grown in a greenhouse and has been a model for low cost operations. The company has also tapped into the veteran market registering over 400 veteran patients that purchase MMJ for treating PTSD, chronic pain, insomnia, sleep disorder, anxiety and depression. Facility - The now wholly-owned greenhouse facility located in Leamington currently operates in 44,000 sq ft of 360,000 sq ft of built greenhouse, which is still just a fraction of the area that it could grow on once building another 640,000 sq ft with the recent CF facility and land purchase. Being situated in Leamington provides clear cost advantages, including benefiting from one of the warmest climates in Canada and a higher than average number of hours of annual sunshine, using a majority of natural sunlight resulting in meaningful energy savings. The 'greenhouse capital of the world' also provides availability of a high caliber of agricultural labour and close proximity of supplies. Growing - The greenhouse controls for light and air conditions with cooling and blinds. The currently utilized area comprised of 6 'houses', 2 for cuttings and mothers, and 4 for flowering. The company grows in a rock wool medium and has a surplus of cuttings on hand selecting only the best of breed to proceed onto vegetation; it also has been successful wholesaling to other LPs. Trimming and processing both occur in the same facility. Figure 4 - APH Facility Overhead View (currently licensed area = yellow box) Source: CF Greenhouses PRODUCT OFFERING - Focused and Consistent Growing Aphria has 18 strains but may only be growing 12 at a time with most of those available in its store. Aphria's early strains were named after lakes or outdoor features. The company offers a number of mid-higher THC concentration strains, and some CBD strains, generally all priced at $7.20/g. Each month the company offers a 'strain of the month' priced at $5.99/g. The company will soon join a number of peers when it receives its oils sales license, which allows the company to be able to supply oils, complementing its existing product line. DUNDEE CAPITAL MARKETS Page | 14 Medical Marijuana Sector July 20, 2016 BALANCE SHEET AND TARGET DERIVATION Management and insiders own nearly 30% of APH. As of Feb 29, 2016 Aphria reported $12.0 MM cash and no debt. Subsequent to the quarter, the company closed the acquisition of CF greenhouses for $6.1 MM ($3.25 MM in cash and $2.85 in a vendor take back mortgage). As for most LPs, we generally model $10 MM needed for a 10,000 kg capacity expansion. We model Aphria raising $45 MM over the next five years to expand capacity of its entire greenhouse. We model all future financings at the current share price. Figure 5 - APH Target TSXV:APH EBITDA ($MM) 2021E $46 Target Multiple EV ($MM) 6.0x $277 + cash ($MM) + cash from warrants ($MM) - debt ($MM) $14.0 $33.5 -$3.0 Equity value ($MM) $322 Current S/O (MM) Warrants Options 65.0 23.3 3.7 FD S/O (MM) + financing(s) @ current SP Target S/O (MM) 92.0 23.3 115.3 Target Price Current price Return to target $2.75 1.93 42% Source: Dundee Capital Markets Estimates RISKS Along with the risks outlined in the sector overview above, Aphria's main risk will be execution as our estimates are largely contingent on the management team building and growing to much larger scale. We believe management's ties to the pharmacy industry should pay dividends as the industry expands and Aphria provides a wider array of products to the market. DUNDEE CAPITAL MARKETS Page | 15 Medical Marijuana Sector July 20, 2016 Management Vic Neufeld, President & CEO - Mr. Neufeld is the former CEO of Jamieson Laboratories, Canada’s largest manufacturer and distributor of natural vitamins, minerals, concentrated food supplements, herbs and botanical medicines. He also brings 15 years' experience as a chartered accountant and partner with Ernst & Young before leading Jamieson for 21 years. The top five leading nutrition brands each had 7% market share respectively when he began his career with Jamieson in 1993. Under Mr. Neufeld’s leadership increased its market share to 27%, leading the company to over $250 MM in revenue from $20 MM, while expanding the company’s distribution network to over 40 countries. Carl Merton, CFO - Mr. Merton has over 20 years of financial and business experience, having spent almost 12 years combined with Ernst & Young LLP and KPMG LLP prior to serving as VP, Special Projects at Atlas Tube Canada ULC and CFO of Reko International Group Inc. Gary Leong, Chief Scientific Officer - Mr. Leong has a personal background in quality assurance, quality control, quality system audits, international and domestic regulatory affairs and product research and development. He is currently the President of Neautrical Solutions Inc. located in Surrey, British Columbia. Prior to that, he was the CSO at Jamieson Laboratories after beginning at Jamieson as the VP of Scientific and Technical Affairs in 2000. He has also held the position of Quality Control Manager at Boehringer Ingelheim Consumer Products. Cole Cacciavillani, Co-Founder & Chief Operating Officer - Mr. Cacciavillani is an industrial engineer with 35 years of experience in the agricultural and greenhouse industry. He has accumulated expertise gained over generations of how to best utilize nature’s light and organic properties combined with proprietary growing techniques and technologies produces a superior, safe and cost effective product. He sits on a number of charitable and associative boards including Chairman of the Board for Leamington Memorial District Hospital as well as serving on the Hospital’s Foundation Board. John Cervini, Co-Founder & Chief Agronomist Officer - Mr. Cervini comes from fourth-generation growers in southwestern Ontario with hydroponic agricultural experience. Mr. Cervini, with his father and brother, quadrupled the farming operation and established Lakeside Produce, one of North America’s leading sales and marketing companies selling fresh produce from Canada to multinational retailers throughout North America. As part of the Ontario Greenhouse Vegetable Growers Association, he has sat on multiple committees in the industry as it grew from 900 acres to over 2,500 today. Board of Directors Dennis Staudt - Mr. Staudt has over 35 years’ experience providing business advice to private companies in Southwestern Ontario, having spent most of his career with PricewaterhouseCoopers LLP, including 22 years as a partner in the Audit and Assurance Group. He spent almost two years with PwC Germany in their Duesseldorf office prior to being admitted to partnership. Dr. Philip Waddington - Dr. Waddington is a trained naturopathic physician and leader in the field of regulating natural health products. Dr. Waddington served as the inaugural Director General of the Natural Health Products Directorate (NHPD) of Health Canada from January 2000 to August 2008. Vic Neufeld - See above. Carl Merton - See above. Jonathan Leong - See above. Cole Cacciavillani - See above. John Cervini - See above. DUNDEE CAPITAL MARKETS Page | 16 Medical Marijuana Sector July 20, 2016 Aphria Inc. (APH-T) Rating Risk* BUY Speculative Daniel Pearlstein, Research Analyst dpearlstein@dundeecapitalmarkets.com VALUATION DATA Year-end May P/E P/CF EV/EBITDA EV/Sales FCF Yield OPERATING STATS Year-end May Bud Sales (kg) Price Per Gram ($/g) COGS ($/g) Oil Sales (kg) Price Per Gram ($/g) Oil Gross Margin FINANCIAL SUMMARY Year-end May Revenue (MM$) Gross Profit (MM $) Gross Margin EBITDA (MM $) EBITDA Margin C$ Target C$ Close 12-month return C$2.75 C$1.93 42% 2015A ---209.4x -- 2016A ---13.7x -- 2017E 82.9x 236.4x 40.2x 5.2x -- 2018E 37.0x 124.3x 21.7x 2.9x -- 2015A 74 7.50 3.18 ---- 2016A 1,039 8.12 2.85 ---- 2017E 2,311 7.50 2.00 321 15.00 50% 2018E 3,764 7.50 2.00 735 15.00 50% 2015A 0.6 0.1 21% (1.7) -- 2016A 8.4 5.2 61% (0.9) -- 2017E 22.2 15.1 68% 2.9 13% 2018E 39.3 26.2 67% 5.3 14% Target Price C$2.75 Upside 42% APHRIA VALUATION (C$) 6.5x EV/EBITDA Multiple on F2021 Target Price Sensitivity F2021E EV/EBITDA 4.5x 5.0x 5.5x 6.0x 6.5x 7.0x 7.5x 8.0x 8.5x $25.0 $1.25 $1.50 $1.50 $1.75 $1.75 $2.00 $2.00 $2.00 $2.25 $35.0 $1.75 $2.00 $2.00 $2.25 $2.25 $2.50 $2.75 $2.75 $3.00 F2021 EBITDA (C$MM) $46.0 $2.25 $2.50 $2.50 $2.75 $3.00 $3.25 $3.50 $3.50 $3.75 $55.0 $2.50 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 $4.25 $4.50 $65.0 $3.00 $3.25 $3.50 $3.75 $4.00 $4.25 $4.50 $5.00 $5.25 Revenue ($MM) and Margin (%) Projections 80% 70% $400 60% 50% $300 40% $200 30% 20% $100 10% $0 0% 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2023E Medical bud ($MM) Medical oil ($MM) Rec bud ($MM) Rec extract ($MM) Gross margin (%) EBITDA margin (%) 2024E Margin (%) Revenue ($MM) $500 Shares O/S (MM) Fully Diluted Shares (MM) Basic Mkt. Capitalization ($MM) Enterprise Value ($MM) BALANCE SHEET (C$ MM) Year-end May Assets: Cash & ST Investments Other Current Assets Current Assets PP & E Other non-current Assets Total Assets Liabilities: Current Liabilities Long-term Debt Other non-current Liabilities Total Liabilities Capital Stock Retained Earnings Total Shareholder Equity INCOME STATEMENT (C$ MM) Year-end May Total Revenue COGS Gross Profit G&A Sales & Marketing Depreciation EBITDA EBIT Interest Expense/Income EBT Taxes Other Net Income (Reported) EPS (Reported) $/sh Average Shares (MM) CASH FLOW STATEMENT (C$MM) Year-end May Net Income (Reported) Depreciation Working Capital Changes Other Operating Cash Flow Operating Cash Flow/sh ($/sh) Capital Expenditures Other Investing Cash Flow Common Share Dividends Equity financing & W/O Exercise Debt Issue Debt Repayment Other Financing Cash Flow Net Change in Cash Cash Balance Free Cash Flow 65.0 92.0 C$ 125.5 C$ 115.5 2015A 2016A 2017E Q3/16 7.1 3.9 10.9 3.6 0.3 14.9 11.3 4.8 16.1 8.0 4.6 28.7 14.4 8.7 23.1 16.5 12.2 51.9 12.1 5.4 17.5 7.2 4.6 29.3 0.9 0.0 0.0 0.9 22.1 -8.7 13.3 0.9 0.0 0.0 0.9 37.4 -9.5 27.9 2.9 2.9 2.9 8.6 51.3 -8.1 43.2 1.6 0.0 0.0 1.6 37.3 -9.6 27.7 2015A 0.6 0.4 0.1 2.1 0.7 0.1 (1.7) (3.0) 0.0 -3.0 0.0 -4.6 -7.6 -0.14 52.4 2016A 8.4 3.3 5.2 2.7 3.4 0.3 (0.9) (1.7) 0.0 -1.7 0.0 0.1 -1.6 -0.03 62.2 2017E 22.2 7.0 15.1 6.0 6.3 0.5 2.9 2.0 0.0 2.0 0.5 -1.0 1.4 0.02 62.2 2018E 39.3 13.0 26.2 10.0 10.9 0.5 5.3 4.4 0.0 4.4 1.2 -2.3 3.2 0.05 62.2 2015A (7.6) 0.4 (2.0) 3.8 (5.4) -0.10 (2.4) (0.6) (3.0) 0.0 17.3 0.0 (0.1) (1.9) 15.4 6.9 7.1 (7.8) 2016A (0.8) 0.7 (1.5) 0.5 (1.1) -0.02 (5.0) (0.1) (5.0) 0.0 10.4 0.0 0.0 0.0 10.4 4.2 11.3 (6.1) 2017E 1.4 0.5 (1.8) 0.4 0.5 0.01 (9.0) (4.8) (13.8) 0.0 15.0 0.0 0.0 1.4 16.4 3.1 14.4 (8.5) 2018E 3.2 0.5 (3.2) 0.4 1.0 0.02 (10.0) 0.0 (10.0) 0.0 15.0 0.0 0.0 (1.5) 13.5 4.5 18.8 (9.0) Source: Company Reports, FactSet, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 17 Canopy Growth Corp. July 20, 2016 (CGC-T: C$2.74) BUY, Speculative Risk Dundee target: C$4.50 Daniel Pearlstein / (647) 253-1160 dpearlstein@dundeecapitalmarkets.com Market Leader Expanding Globally CGC-T New Last Rating: BUY BUY 3.20 Target: $4.50 Risk: Speculative Speculative Projected Return: 64% F2021 EBITDA (MM$) $82 -EV/EBITDA 3.3x -Company Data $2.74 Price (07/19/16): $3.69 $1.15 52-Week Range (H-L): $284.5 Market Capitalization (MM$): $268.8 Enterprise Value (MM$): 103.8 Shares Outstanding - Basic (MM): 113.4 Shares Outstanding - Diluted (MM): 346.0 Avg Daily Volume (3 Mos) (000s): $20.00 Cash (MM$):* $4.30 Debt (MM$): $37.65 Working Capital (MM$): March Fiscal Year End We are resuming coverage of Canopy Growth Corp. with a BUY rating, and introducing a price target of C$4.50, based on 7.5x FY2021 estimated EBITDA, implying a 64% return from yesterday's close of $2.74. The 7.5x is at the high end of our peer group range of 4.0x - 8.0x, due to Canopy's market leadership. Canopy is the current market share leader holding 20% of patients registered and four of the 33 granted licenses, and at $280 MM has ~2.5x the market cap of its next closest peer. Its multi-brand platform provides diversification into both the medical and rec markets, and the company has already made more steps into international markets than most of its peers combined. Investment Overview • Market share leader with ~20% of registered patients. Canopy is the largest company in the space with the largest combined licensed sales capacity (LSC) and ~20% of all registered patients (16,000 of 75,000). CGC's long-term strategy is pay up for market share now for early dominance in the future recreational market. We are fine with Canopy playing the long game as we believe commercial scale, regulated, supply will be needed for the industry to grow and transition to a market with both medical and recreational markets. • Diversification advantage from two distinct brands (Tweed & Bedrocan) and four licensed facilities while most LPs are only working out of one. The flagship facility is Tweed's indoor facility in Smiths Falls, ON (former Hershey factory); Tweed Farms is a massive greenhouse in Niagara-on-the-Lake, ON, and Bedrocan has two facilities in the Greater Toronto Area, ON (a large purpose-built indoor facility and smaller facility licensed for importing from Bedrocan's partner in the Netherlands). • Brand expansion from going global while other players are still focusing on local. Canopy has already made moves beyond Canada's borders as evidenced by the investment in an applicant in the Australian MMJ program in May and the announcement to start a Bedrocan Brazil in June. On top of that, many forget that Bedrocan, held under the Canopy brand, was exporting from the Netherlands to 7 different European countries even before coming to Canada. • Upside potential from further acquisitions as Canopy is a consolidator looking for bargains. Access to capital, a healthy balance sheet, and a track record of transactions (Tweed Farms, Bedrocan, MedCannAccess, AusCann, Entourage Phytolab aka Bedrocan Brazil) makes Canopy the first call for LPs or applicants looking to be acquired. We believe management can choose to be patient and wait for the right opportunity to geographically diversify the platform with an acquisition of another license/applicant with large expansion capabilities. We do not model any acquisitions in our estimates. * Dundee Estimate 2015A 2016A Forecasts (Mar YE) Price per gram ($/g) 7.41 7.35 COGS ($/g) -2.87 Revenue (MM$) 4.4 14.7 EBITDA (MM$) (3.6) 6.2 EPS ($/sh) -0.23 -0.02 OP CF (MM$) (10.9) (12.4) CF/share ($/sh) -0.34 -0.16 Capex (MM$) 0.0 (10.7) FCF (MM$) (26.3) (25.6) All Figures in C$ Unless Otherwise Noted Source: FactSet, Company Reports, DCM 2017E 6.84 2.25 40.1 1.5 -0.03 7.2 0.07 (17.5) (10.3) CGC-T: Price/Volume Chart Canopy Growth Corporation (CGC-CA) Volume (Millions) Price (CAD) Volume Canopy Growth Corporation 4 3.5 3 2.5 2 4 1.5 1 0 Oct-14 Apr-15 Oct-15 Apr-16 Source: Factset Company Description Canopy, formerly Tweed Marijuana Inc., is a medical marijuana company based in Smiths Falls, ON. It is Canada's first multi-licensed LP. Tweed acquired Bedrocan, another LP, in June 2015 and the combined company now holds four licenses in four separate facilities. DUNDEE CAPITAL MARKETS Page | 18 Medical Marijuana Sector July 20, 2016 KEY CATALYSTS FOR CGC: MMPR update (Industry Catalyst) - August 2016 - A modification to the MMPR is expected in August, retroactive to the R. v. Allard decision on February 24, 2016, that will likely introduce some form of 'home grow'. We believe any revenue opportunity lost due to personal production will be marginal at most. TSX uplisting - September 2016 - Canopy received conditional approval from the TSX in June 2016 to graduate to the TSX from the TSXV, which is expected to occur on or before September 1, 2016. The uplisting would bring added credibility and attention to the stock to a broader base of investors. Tweed Farms license expansion - H2/16 - Tweed Farms could become the lowest cost source of Canadian MMJ supply because of the larger volumes produced over the same fixed costs. The facility recently received a full bud sales license in March and we expect Canopy will seek to expand Tweed Farms' LSC after initial production. Acceleration of oils - Q4/16 - In June 2016 Canopy partnered with Advanced Extraction Systems Inc. to build a custom made CO2 supercritical fluid extraction system for the purpose of producing high-quality extracts on an industrial scale. We expect some of Canopy's large inventory on hand to be produced into oils in preparation for increased demand from patients as physicians gain more education on the alternative delivery form. Task Force update (Industry Catalyst) - November 2016 - The government launched a Task Force on June 30, 2016 that will inform the creation of a new marijuana legalization and regulation system. The Task Force will report back with an update in November 2016 and we believe LPs will be a starting point for production in a more open system. COMPANY OVERVIEW Canopy, formerly known as Tweed Marijuana Inc., is Canada's first multi-licensed LP. Canopy owns both the Tweed (formerly TSXV:TWD) and Bedrocan (formerly TSXV:BED) brands across four licensed facilities. The company has approximately 20% market share having registered 16,000 patients out of the 75,000 enrolled in the MMPR program. Canopy was first publicly listed in April 2014 as Tweed Marijuana Inc. (TSXV:TWD) and still is the largest LP measured by both market capitalization and enterprise value. It later changed the company name to Canopy Growth Corp. after the acquisition of Bedrocan Cannabis Corp., which was one of the next largest LPs at the time. Canopy owns 4 of the 33 dried cannabis licenses, both indoor and greenhouse, and its current EV is ~2.3x larger than its next closest peer. Figure 1 - Canopy Brands Source: Company presentation DUNDEE CAPITAL MARKETS Page | 19 Medical Marijuana Sector July 20, 2016 Going global while others are still figuring out local. Canopy has already made moves beyond Canada's borders as evidenced by the investment in an applicant in the Australian MMJ program in May and the announcement to start a Bedrocan Brazil in June. On top of that, many forget that Bedrocan, held under the Canopy brand, was exporting from the Netherlands to 7 different European countries even before coming to Canada. Canopy hopes to leverage its expertise, financial strength and business model in legal marijuana markets around the world, having received inquiries for strategic opportunities from third-parties in a number of countries including Australia, Brazil, Chile, Germany, Serbia, and South Africa. Strategic opportunities may include providing advisory services, exporting medical cannabis, and ownership of cannabis cultivation and sales operations. Patient initiatives keep Canopy near the top of the pack. Canopy has sponsored a number of research projects and physician related events including creating its own medical advisory board comprised of physicians specializing in chronic pain, family medicine, palliative care, and pharmaceutical development which gain feedback from key opinion leaders. Bedrocan has a patient advisory board to draw similar kinds of insight from those using its products. Other efforts include: Tweed's Canobo research partnership, the Canadian AIDS Society webinar series, continuing education credits for physicians, and the country's first cannabis registry in Quebec in collaboration with Dr. Mark Ware (who also sits on the Liberal's Task Force), and a national campaign to raise awareness of impairment in collaboration with the Canadian Drug Policy Coalition (CDPC) and Mothers Against Drunk Driving (MADD Canada). Figure 2 - CGC Share Price Performance with Key Events Annotated 4.50 4.00 Price (CAD) Announces $15MM equity financing Volume (Thousands) Chuck Rifici steps down as CEO Tweed Farms cultivation license 3.50 Liberals win majority in Fed election Tweed Farms license renewal Smiths Falls license renewal Announces $20MM equity financing 3.00 Bedrocan launches compassionate pricing Announces $10MM equity financing Receives conditional approval to list on TSX TWD renamed to CGC TWD announces BED acquisition 12,000 10,000 8,000 6,000 2.50 TWD lists on TSXV 1.50 1.00 Apr'14 Acquires Park Lane (Tweed Farms) Jul'14 Volume 4,000 Tweed partners with Snoop Dogg 2.00 Chairman Bruce Linton becomes CEO Oct'14 Jan'15 BED acquisition closes Apr'15 Jul'15 Announces $12.5MM equity financing Oct'15 Jan'16 Tweed partners with AusCann Launches Bedrocan Brazil 2,000 0 Apr'16 Jul'16 Canopy Growth Corporation Source: FactSet Prices Source: FactSet, Dundee Capital Markets VALUATION & FORECASTS We rate CGC as a Buy, Speculative Risk, with a $4.50 target price. We base our valuation on a 7.5x EV/EBITDA multiple to our $82 MM FY2021E EBITDA. Our model considers flower and oil sales from the three existing facilities and recreational legalization, but does not include further M&A. On valuation the company trades in-line on EV/LSC at $40/g (peers at $42/g) despite our belief that Canopy deserves a premium multiple to peers for its multiple facilities, market share leading patient count, and international initiatives. DUNDEE CAPITAL MARKETS Page | 20 Medical Marijuana Sector July 20, 2016 Patient enrollment reaching over 22,000 by Q1/17E. At the end of June 2016, Canopy reported it had enrolled 16,000 patients, up from 11,000 three months earlier. With the ramp up at Tweed Farms expected in H2/16, we model the Canopy platform amassing a total of ~25,000 patients by calendar Q1/17 improving its market share from ~20% now. Sales price mixed between Tweed / Tweed Farms and Bedrocan. For bud sold from Tweed we assume a price of $7.50/g, while we use Bedrocan's recently announced $5.00/g compassionate pricing. The average price in the space is approximately $7.00/g. Tweed and Tweed Farms have higher priced products but strains priced ~$6.00/g decrease its average realized price. We estimate rec sales at $7.50/g and extracted product at $15.00/unit. COGS/g showing improvement on multiple platforms. We model an increased use of Tweed Farms as that facility ramps up over the next year, resulting in a reduction in Canopy's overall COGS. We model the greenhouse reach sub-$2.00/g of sales from Tweed Farms, while management at Bedrocan estimates $1.50-$2.00/g is achievable given BV's track record. We estimate approximately 50% of product sold is from indoor facilities (Smiths Falls, Bedrocan) and the other 50% from greenhouse (Tweed Farms). We model an effective gross margin of 70% for next year. Revenue growth expected to continue as Canopy continues to attract patients. Canopy recently reported $5.0 MM in revenue last quarter, and revenue has grown at an average QoQ rate of 42% for the last four quarters. We believe this strong trend continues and we model dried bud sales using our patient growth assumptions at a consumption rate of 1g/day. We model oil sales produced from trim product from plants grown. We assume that only 50% of the excess non-flower plant material is used for extract production, a 10% w/w yield, for final product that is sold at $15.00/g with a 50% gross margin. FACILITY AND ASSET DESCRIPTION - TWEED, TWEED FARMS, BEDROCAN Figure 3 - CGC Facility and Asset Description Tweed Tweed Farms Bedrocan Total Location Smiths Falls, ON Niagara-on-the-Lake, ON Greater Toronto Area, ON Facility Type Indoor Greenhouse Indoor Built Flowering Square Footage 24,000 sq ft 320,000 sq ft 28,000 sq ft Capacity Utilization 12 / 30 rooms 100,000 / 320,000 sq ft 34 / 34 rooms Dried Cannabis License: 3,500 kg 1,200 kg 2,240 kg 6,940 kg Implied Annual Patient Capacity @ 1g/p/d: 9,589 3,288 6,137 19,014 Oils License: Production and Sale N/A Production and Sale Security level: Level 9 vault Level 10 vault Facility Ownership: indirectly owned by B. Linton and Wholly owned C. Rifici; 20 yr lease Leased from M. Goldman; 10 yr lease 11,000 kg 15,000 kg 4,000 kg 30,000 kg 41,096 10,959 82,192 Grow in the whole Farm N/A Current Facility Status At Maximum Capacity Dried Cannabis Capacity Implied Annual Patient 30,137 Capacity @ 1g/p/d: Near Term Expansion Plans Another 6 rooms 372,000 sq ft Level 9 vault Source: Company Reports, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 21 Medical Marijuana Sector July 20, 2016 TWEED - The Seed Before The Canopy Sprouted Background - Tweed was formed in early 2010, submitted its license application for the flagship Smiths Falls facility (former Hershey Chocolate factory) in September 2013, received a license to cultivate in November 2013, and subsequently a license to sell in January 2014. Tweed was the fifth company to receive a license from HC. The company was also the first publicly listed LP after it went public via an RTO with LW Capital Pool Inc. listing on April 4, 2014. It made its first shipment of products to customers in May 2014. Branding - Tweed has established arguably the most recognizable brand in the Canadian MMJ industry. Being the first public company drew a hoard of media attention and raised awareness which was advantageous since MMJ companies are not allowed to advertise for the drug. The company’s network of Tweed 'Main Street' community engagement centres in Southern Ontario, acquired from MedCannAccess in September 2015, provide information to those interested in MMJ. In February 2016 Tweed announced a partnership with famed rapper and cannabis connoisseur Snoop Dogg for curated content and branding strategies exclusively in Canada. The company's forward thinking marketing strategies aim to position Tweed as top-of-mind for medical patients and future rec users. Facility - The 470,000 sq ft facility contains offices, call centre, vault, bottling and distribution, and oil processing. It consists of eight buildings of manufacturing and distribution space, while operations are currently licensed for 180,000 sq ft. An R&D lab helps with quality control checking levels of nutrients, total THC, CBD, time to harvest, etc. Growing - Tweed is currently growing in 12 of a potential 30 in the existing licensed space. Each room is ~2,000 sq ft, and harvests five times per year with 50-70kg harvests. Tweed uses tables for growing with standard high pressure sodium lights, peat pucks peat as the growing medium, and on premise nutrient generation. TWEED FARMS - Large Greenhouse Ready For Expansion Background - Tweed Farms, formerly known as Prime1 Construction Services (Park Lane), was still an applicant when it was acquired by Tweed Marijuana Inc. in June 2014. The 350,000 sq. ft. greenhouse was acquired for $3.6 MM cash and 519,031 shares related to milestones. The facility received a license to cultivate only two months later, which shows that Health Canada may expedite the licensing process if an applicant tags along with an LP. In December 2014, the first product grown in the greenhouse was shipped to customers as a finished product from Tweed. Security for the entire facility is operational and the facility will soon receive a full license to sell at the Farm. Prior to receiving its own amended license in March 2016, Tweed Farms need to transfer all products cultivated there to the Smiths Falls facility for final processing and sale. Facility - Tweed Farms' 350,000 sq. ft. greenhouse utilizes water recirculation technology, CO2 capture strategies and essentially no artificial lights or curtains. The Farm represents a high volume low cost product for dried flower and extracted oils. Though the growing environment may be variable with seasonality using natural sunlight, its volume and cost advantages will likely prove advantageous in the long run. Growing - Tweed Farms is currently operating in 100,000 sq. ft. licensed to grow 11,500 plants at any one time. DUNDEE CAPITAL MARKETS Page | 22 Medical Marijuana Sector July 20, 2016 BEDROCAN - Long Dutch Track Record Of Standardized Production Background - Bedrocan Canada was a fully licensed and publicly listed LP (formerly TSXV:BED) when it was acquired in August 2015 by Tweed in exchange for 0.4650 common shares of TWD for each BED share held. The company issued a total of 35.2 MM shares upon closing. Bedrocan originally went public via RTO with POCML 2 in August 2014. The company was formed in February 2012 to enter into an exclusive licensing arrangement for an indefinite term to be the Canadian licensee of Bedrocan BV (the only Dutch government-contracted licensed producer for 15 years) and apply to be an LP. Bedrocan submitted its import and sales application in mid-2013 and received a license in December 2013. Bedrocan began selling its products in the Canadian market in February 2014. A second license application for its purpose-built domestic production facility was submitted and subsequently approved in early 2015. In March 2016 Bedrocan was licensed to sell cannabis oil extracts, and the first oil products were sold through both the Tweed and Bedrocan stores in June 2016. Canopy intends for Bedrocan to remain solely focused on the medical market even if a legalized recreational market is eventually legislated in Canada. Branding - BV’s products have been sold in pharmacies in the Netherlands on prescription since 2003, and have been covered by health insurance there since 2011. Product from Bedrocan BV has been supplied to patients in multiple countries including Germany, Italy, Finland, Norway, Switzerland and the Czech Republic. BV also has a rich history of partnering for research purposes offering research-grade cannabis and placebo to academia, government and industry. Bedrocan pays an annual license fee to BV ranging from 2.5% 7.5% based on its net sales of domestically produced MMJ, with no revenue-related milestone obligations. In addition, the license agreement also includes a right of first negotiation mechanism to acquire the rights to commercialize the Bedrocan BV IP in the United States. Facility - The purpose-built fully licensed 52,000 sq ft facility is growing based on the design and track record of Dutch partner Bedrocan BV. The facility is currently licensed for 2,000 kg or 50% of the full run rate capacity, and we anticipate it applies for the full year 4,000 kg license for its next renewal. Growing - The room and grow configurations are identical to its Dutch partner but since it was more recently built, some features of this facility are even more advanced than the Dutch facility. Climate controlled compartments and streamlined harvest strategies yield a fresh crop harvested grown from rock wool every week. PRODUCT OFFERING - One of the most diverse offerings in the sector Combined, the two platforms have over 25 strains to offer. Bedrocan's proprietary genetics come from its Dutch partner with pharmaceutical-like names, while Tweed/Tweed Farms offer a wide variety of products with their own branded strain names ranging in price and THC/CBD content. Like most LPs, Tweed provides 'street' names as a reference point. Bedrocan sells all its strains at $5.00/g while Tweed sells $6-$12/g. Growth time, strain yield, and market comparatives can determine a product’s price. Tweed does not offer volume discounts but does offer compassionate pricing to eligible low-income patients (20% discount). Products can be purchased in 5g and 10g increments. Tweed began selling cannabis oils made with GMO-free, organic sunflower oil in February 2016 by providing oils made from popular strains of Argyle, Princeton and Highlands. The product line is sold in 100ml bottles equivalent to 10.0g of the same starting product dried flower. Bedrocan oils should be introduced shortly. DUNDEE CAPITAL MARKETS Page | 23 Medical Marijuana Sector July 20, 2016 BALANCE SHEET AND TARGET DERIVATION Management and insiders own approximately 15% of CGC. As of June 30, 2016 Canopy reported $15.4 MM cash and $4.3 MM in debt. Subsequent to the quarter, Canopy closed an $11.5 MM bought deal priced at $2.30. As for most LPs, we generally model $10 MM needed for a 10,000 kg capacity expansion. We model Canopy raising $75 MM over the next five years to expand capacity of its entire platform and even beyond that. We model all future financings at the current share price. We believe Canopy can become a market leader controlling more than 30% of the medical market and more than 15% of the recreational market. Figure 4 - CGC Target TSXV:CGC EBITDA ($MM) 2021E $82 Target Multiple EV ($MM) 7.5x $612 + cash ($MM) + cash from warrants ($MM) - debt ($MM) $20.0 $5.3 -$4.0 Equity value ($MM) $633 Current S/O (MM) Warrants Options 103.8 1.1 8.4 FD S/O (MM) + financing(s) @ current SP Target S/O (MM) 113.4 28.4 141.9 Target Price Current price Return to target $4.50 2.74 64% Source: Dundee Capital Markets Estimates RISKS Along with the risks outlined in the sector overview above, Canopy risks also include execution, capital raising, M&A, and product line expansion. We believe the company will be a market leader in both the medical and recreational markets, and scaling to accommodate the demand will be pertinent for this forward-thinking management team. DUNDEE CAPITAL MARKETS Page | 24 Medical Marijuana Sector July 20, 2016 Management Bruce Linton, CEO & Chairman - In addition to his current position at Tweed, Mr. Linton is the CEO of communications company Martello Technologies. After beginning his career at Newbridge Networks Corporation, he has since held positions that include General Manager of Computerland.ca, President and Co-Founder of webHancer Corp, and part of the establishing team at CrossKeys Systems Corporation. Bruce has been responsible for the acquisition and/or disposition of over $100 MM in business assets. Bruce currently sits as Canada’s representative on the World Bank’s Water Sanitation Program. Tim Saunders, CFO - Mr. Saunders is an experienced finance executive having worked with large international public companies and private equity-backed start-ups, in Canada and Europe. Tim joined Canopy (known then as Tweed) in 2015 bringing executive and leadership experience from a number of sectors including telecom, mobile, manufacturing, semiconductors, and clean tech. Tim most recently led Black Canvas Consulting with assignments to Export Development Canada, and was previously a senior finance executive with Vodafone, Oskar Mobil, Mitel and Zarlink Semiconductor and CFO at Plasco Energy Group. Mark Zekulin, Managing Director & President of Tweed - Mr. Zekulin oversees Tweed’s medical and patient outreach strategy, driving Tweed’s operations and advancing market strategy. Previously was Counsel at the Ottawa-Washington international trade law firm of Cassidy Levy Kent. He has served as a Senior Advisor to the Honourable Dwight Duncan, the Ontario Minister of Finance, and has worked internationally at the Business and Industry Advisory Committee to the OECD as Acting Senior Policy Manager. Marc Wayne, Managing Director & President of Bedrocan Canada - Mr. Wayne oversees Bedrocan Canada's operations and is a key liaison to the Dutch partner Bedrocan BV. Mr. Wayne was formerly the Director of Business Development for the Canadian Consortium for the Investigation of Cannabinoids (CCIC), a leading organization of scientists and healthcare professionals established to promote evidence-based research and medical education concerning the therapeutic application of cannabis and cannabinoid-based medicines. Prior to that, he held roles in technology companies which include that of Managing Partner and Founder of the OAM Computer Group, and Founder and Board Member of Lasoo.com. Board of Directors Bruce Linton, Chairman - See above. John Bell, Director - Mr. Bell founded Shred-Tech and grew it into a global giant in the mobile document shredding and recycling industry. After selling Shred-Tech in 1995, he purchased Polymer Technologies and grew it from a local plastics manufacturer to a global auto parts company before exiting in 2007. Mr. Bell also served as interim CEO and director of ATS Automation (TSX), which operates 24 global manufacturing facilities, has 4,000 employees and $700 MM in sales during a time of management and board renewal in 2007. Mr. Bell also sits on the Board of Strongco Corp. and DelMar Pharmaceuticals. Murray Goldman, Director - Mr. Goldman is the founder and Chairman of The Goldman Group, a fully integrated real estate development company that has developed and built in Canada, the United States and Israel for over 50 years. The company has a history of innovative and original mixed-use developments that have established precedent-setting neighbourhoods in the Greater Toronto Area. In 2010, Mr. Goldman received the NAIOP lifetime achievement award acknowledging his leadership in this field. Mr. Goldman continues to serve as a director of a number of prominent organizations and is a major investor and founder of a number of innovative medical and scientific research companies. Barry Fishman – Director – Mr. Fishman is a recognized health care leader, advisor, and driver of profitable growth. He is the Managing Director of Sequoia Advisers Inc., a firm that provides advice to a number of health care organizations. Until the end of 2013, he was President & CEO of Teva Canada, a leading generic and specialty pharmaceutical company with up to $1B in revenue and nearly 2,000 employees. Prior to Teva, he served as CEO of Taro Canada, a niche specialty pharmaceutical company and was the Vice President of Marketing at Eli Lilly Canada. Mr. Fishman started his career at Deloitte in Costa Mesa California, and obtained his Certified Public Accounting (CPA) designation. Chris Schnarr, Director - Mr. Schnarr is the CFO at Delivra Inc., a company involved in the development and sale of transdermal products and technologies for the topical delivery of pharmaceutical and natural molecules. Mr. Schnarr has 25 years of experience across a variety of executive positions in technology (hardware, software, and services), communications, agriculture, food processing and food ingredients, financial services, health care, and sustainability industries. DUNDEE CAPITAL MARKETS Page | 25 Medical Marijuana Sector July 20, 2016 Canopy Growth Corp. (CGC-T) Rating Risk* BUY Speculative Daniel Pearlstein, Research Analyst dpearlstein@dundeecapitalmarkets.com VALUATION DATA Year-end March P/E P/CF EV/EBITDA EV/Sales FCF Yield OPERATING STATS Year-end March Total Bud Sales (kg) Tweed Bedrocan Price Per Gram ($/g) COGS ($/g) Total Oil Sales (kg) Price Per Gram ($/g) Oil Gross Margin FINANCIAL SUMMARY Year-end March Revenue (MM$) Gross Profit (MM$) Gross Margin EBITDA (MM $) EBITDA Margin C$ Target C$ Close 12-month return $4.50 $2.74 64% 2015A ---61.3x -- 2016A --43.5x 18.3x -- 2017E -39.1x 176.8x 6.7x -- 2018E 60.3x -20.2x 3.9x -- 2015A 592 324 269 7.41 ----- 2016A 2,032 1,469 563 7.35 2.87 31 15.00 50% 2017E 4,303 3,173 1,130 6.84 2.25 717 15.00 50% 2018E 7,220 5,796 1,424 7.01 2.10 1,203 15.00 50% 2015A 4.4 4.8 110% (3.6) -- 2016A 14.7 21.0 143% 6.2 42% 2017E 40.1 25.0 62% 1.5 4% 2018E 68.5 44.2 65% 13.3 19% Target Price C$4.50 Upside 64% CANOPY VALUATION (C$) 7.5x EV/EBITDA Multiple on F2021 Target Price Sensitivity F2021E EV/EBITDA 4.5x 5.0x 5.5x 6.0x 6.5x 7.0x 7.5x 8.0x 8.5x $60.0 $2.00 $2.25 $2.50 $2.75 $3.00 $3.00 $3.25 $3.50 $3.75 $70.0 $2.25 $2.50 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 $4.25 F2021 EBITDA (C$MM) $82.0 $2.75 $3.00 $3.25 $3.50 $4.00 $4.25 $4.50 $4.75 $5.00 $90.0 $3.00 $3.25 $3.75 $4.00 $4.25 $4.50 $5.00 $5.25 $5.50 $100.0 $3.25 $3.75 $4.00 $4.50 $4.75 $5.00 $5.50 $5.75 $6.25 70% 60% 50% 40% 30% 20% 10% 0% 2015A 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E Medical bud ($MM) Medical oil ($MM) Rec bud ($MM) Rec extract ($MM) Gross margin (%) EBITDA margin (%) Margin (%) Revenue ($MM) Revenue ($MM) and Margin (%) Projections $800 $700 $600 $500 $400 $300 $200 $100 $0 Shares O/S (MM) Fully Diluted Shares (MM) Basic Mkt. Capitalization ($MM) Enterprise Value ($MM) BALANCE SHEET (C$ MM) Year-end March Assets: Cash & ST Investments Other Current Assets Current Assets PP & E Other non-current Assets Total Assets Liabilities: Current Liabilities Long-term Debt Other non-current Liabilities Total Liabilities Capital Stock Retained Earnings Total Shareholder Equity INCOME STATEMENT (C$ MM) Year-end March Total Revenue COGS Gross Profit G&A Sales & Marketing Depreciation EBITDA EBIT Interest Expense/Income EBT Taxes Other Net Income (Reported) EPS (Reported) $/sh Average Shares (MM) CASH FLOW STATEMENT (C$ MM) Year-end March Net Income (Reported) Depreciation Working Capital Changes Other Operating Cash Flow Operating Cash Flow/sh ($/sh) Capital Expenditures Other Investing Cash Flow Common Share Dividends Equity financing & W/O Exercise Debt Issue Debt Repayment Other Financing Cash Flow Net Change in Cash Cash Balance Free Cash Flow 103.8 113.4 $284.5 $268.8 2015A 2016A 2017E Q4/16 21.4 7.9 29.4 18.4 0.0 47.8 15.4 29.4 44.8 44.6 53.9 143.4 34.6 32.5 67.1 57.4 53.9 178.5 15.4 29.4 44.8 44.6 53.9 143.4 4.5 1.7 0.2 6.4 51.7 -10.3 41.4 7.2 3.5 6.8 17.5 137.6 -13.8 123.8 11.5 3.7 11.7 27.0 169.1 -17.3 151.7 7.2 3.5 8.9 19.6 137.6 -13.8 123.8 2015A 4.4 -0.5 4.8 5.5 2.7 0.0 (3.6) (3.6) (0.1) -3.6 0.0 -3.8 -7.3 -0.23 32.2 2016A 14.7 -6.3 21.0 8.2 5.7 2.3 6.2 3.9 0.1 3.8 0.1 -5.4 -1.5 -0.02 76.7 2017E 40.1 15.0 25.0 11.7 11.0 4.7 1.5 (3.1) 0.3 -3.4 0.1 -0.3 -3.6 -0.03 103.3 2018E 68.5 24.2 44.2 14.0 15.3 5.9 13.3 7.4 0.3 7.1 1.9 -3.8 5.3 0.05 115.5 2015A (9.3) 0.6 2.9 (5.1) (10.9) -0.34 0.0 (15.4) (15.4) 0.0 45.7 2.0 (0.1) (1.9) 45.6 19.4 21.4 (26.3) 2016A (3.5) 2.3 22.7 (33.9) (12.4) -0.16 (10.7) (1.5) (12.2) 0.0 22.4 0.0 (2.0) (1.8) 18.6 (6.0) 15.4 (25.6) 2017E (3.6) 4.7 6.1 0.0 7.2 0.07 (17.5) 0.0 (17.5) 0.0 31.5 0.0 0.0 (2.0) 29.5 19.2 34.6 (10.3) 2018E 5.3 5.9 (17.1) 0.0 (5.9) -0.05 (27.5) 0.0 (27.5) 0.0 20.0 0.0 0.0 (2.0) 18.0 (15.4) 19.2 (33.4) Source: Company Reports, FactSet, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 26 Mettrum Health Corp. July 20, 2016 (MT-T: C$2.31) BUY, Speculative Risk Dundee target: C$3.00 Daniel Pearlstein / (647) 253-1160 dpearlstein@dundeecapitalmarkets.com Multiple Facilities With Physician-Centric Approach MT-T New Last Rating: BUY NEUTRAL Target: $3.00 $1.90 Risk: Speculative Speculative Projected Return: 30% F2021 EBITDA (MM$) 32.3 EV/EBITDA 2.7x Company Data $2.31 Price (07/19/16): $2.48 $1.11 52-Week Range (H-L): $91.2 Market Capitalization (MM$): $87.6 Enterprise Value (MM$): $39.5 Shares Outstanding - Basic (MM): $43.4 Shares Outstanding - Diluted (MM): 140.0 Avg Daily Volume (3 Mos) (000s): $7.1 Cash (MM$):* $3.4 Debt (MM$): $10.10 Working Capital (MM$): March Fiscal Year End We are resuming coverage of Mettrum Health Corp. with a BUY rating, and introducing a price target of C$3.00, based on 5.0x FY2021 estimated EBITDA, implying a 30% return from yesterday's close of $2.31. The 5.0x is near the middle of our peer group range of 4.0x - 8.0x, due to Mettrum's lower margin production and patient population. Mettrum is a multi-facility producer that takes a physician-focused approach using 'pharma-like' reps to sell its product. It has a simplified offering versus peers and promotes education to accelerate adoption and acquire patients. To cement its medical orientation, Mettrum also sponsors academic research. Investment Overview • Diversification advantage from three facilities while most LPs are only working out of one. Mettrum's flagship is a small indoor facility called 'Bennett Road North' (BRN) in Bowmanville, ON, a much larger indoor facility down the road called 'Bennett Road South' (BRS), and Mettrum Creemore (formerly known as Agripharm Corp.) located in Creemore, ON. The Mettrum Creemore facility occupies ~1 acre of 80 total acres on the land package it is licensed for. Mettrum is currently licensed to produce and sell dried cannabis and cannabis oil from each of its three facilities which combine for ~90,000 sq ft. • Enrolling a healthy number of patients and preparing for more by embarking on expansion at its large indoor facility. Mettrum has been accelerating its patient registration totaling 12,000 registered by the end of June 2016 compared to 7,200 at the end of March. The company closed an $8.6 MM equity financing (at $1.50 per share) in May 2016 with proceeds used to expand the BRS facility four-fold from 5 rooms with 2,000 kg capacity to 20 rooms with 8,000 kg capacity. • Tailoring to physicians with simple yet elegant 'Mettrum Spectrum', online physician portal, and sponsoring academic research in Canada and abroad. Mettrum took a medical-focused approach designing a system to simplify MMJ for physicians and patients with a colour scale based on strength and dosage. In March 2015 it launched a physician portal which simplified registration and facilitated physician-patient monitoring. Mettrum has been one of a few LPs to sponsor research in Canada launching the “Mettrum Registry Research Program”, and only one of a few to go beyond borders. In Q2/16, it entered into a supply and services agreement with Agriculture Victoria in Australia to ship starter material for a horticultural research trial. Mettrum Health Corp, is a medical marijuana • company based in Bowmanville, ON. The company now has three licenses in three separate facilities. Mettrum spreads brand awareness other than just by its MMJ products. Mettrum also sells a hemp product line called 'Mettrum Originals' which consists of 30 products available in 2,000 stores in Canada. * Dundee Estimate 2015A 2016A Forecasts (March YE) Price per gram ($/g) 7.31 7.95 COGS ($/g) 4.21 3.28 Revenue (MM$) 3.1 7.6 EBITDA (MM$) (5.5) (6.7) EPS ($/sh) -0.27 -0.23 OP CF (MM$) (4.2) (8.9) CF/share ($/sh) -0.16 -0.26 Capex (MM$) (9.3) (5.9) FCF (MM$) (13.7) (14.8) All Figures in C$ Unless Otherwise Noted Source: FactSet, Company Reports, DCM 2017E 7.50 3.00 24.8 (0.4) -0.05 (3.5) -0.10 (4.5) (8.0) CGC-T: Price/Volume Chart Mettrum Health Corp (MT-CA) Volume (Millions) Price (CAD) Volume Mettrum Health Corp 3 2.5 2 1.5 1 2 1 0 0.5 0 Oct-14 Apr-15 Oct-15 Apr-16 Source: Factset Company Description DUNDEE CAPITAL MARKETS Page | 27 Medical Marijuana Sector July 20, 2016 KEY CATALYSTS FOR MT: MMPR update (Industry Catalyst) - August 2016 - A modification to the MMPR is expected in August, retroactive to the R. v. Allard decision on February 24, 2016, that will likely introduce some form of 'home grow'. We believe any revenue opportunity lost due to personal production will be marginal at most. Acceleration of oils - H2/16 - One of the first companies to receive an oils license, Mettrum actually holds three (one for each of its facilities). Mettrum reports sales of 'cannabis extracts' in its recent FQ4 and year-ended March 31 financials but did not yet provide granularity on this business segment. Accessibility of oils will be important to physicians that are open to their patients using MMJ but don't want their patients to smoke. Task Force update (Industry Catalyst) - November 2016 - The government launched a Task Force on June 30, 2016 that will inform the creation of a new marijuana legalization and regulation system. The Task Force will report back with an update in November 2016 and we believe LPs will be a starting point for production in a more open system. BRS expansion - H2/16 - Mettrum closed an $8.6 MM equity financing (at $1.50 per share) in May 2016 with proceeds used to expand the BRS facility four-fold from 5 rooms with 2,000 kg capacity to 20 rooms with 8,000 kg capacity. We model this expansion costing $4 MM over the next few quarters. COMPANY OVERVIEW Mettrum Health Corp. is one of only a few multi-licensed LPs. Mettrum spreads its brand across three licensed facilities and has approximately 15% market share having registered 12,000 patients out of the 75,000 enrolled in the MMPR program. Mettrum's medical-focused approach was a differentiator early on and still is a positive feature of its positioning. Mettrum took a medical-focused approach designing a system to simplify MMJ for physicians and patients with a colour scale based on strength and dosage. It later launched a physician portal which simplified registration and facilitated physicianpatient monitoring and interaction. Mettrum has been one of a handful of LPs to sponsor research in Canada and only one of a few to go beyond borders. The company went public in October 2014 and is the 3rd largest public LP by market capitalization and 3rd largest by enterprise value. The company went public through an RTO with Cinaport Acquisition Corp. and raised $34.5 MM in a concurrent financing. Figure 1 - Mettrum Brands Source: Company presentation DUNDEE CAPITAL MARKETS Page | 28 Medical Marijuana Sector July 20, 2016 Unique branding and hemp product lines allow for further awareness and penetration, which could prove beneficial for when the rec market opens up. Consumers, not necessarily patients, can already buy Mettrum's hemp product line 'Mettrum Originals' which is available in 2,000 stores in Canada. Having a product with face time and shelf time ahead of a recreational market may have potential recreational consumers thinking Mettrum when that first recreational purchase is made. Mettrum took the brand further mainstream when in May 2016 it entered into an agreement with Live Nation for a threeyear term giving Mettrum Originals the exclusive name and marketing rights for the Molson Amphitheater lawn in Toronto. Mettrum is well ahead of many of its peers in the oil extracts game benefitting from having an in-house lab at BRN and ability to test its own products. The company holds three oils licenses, one for each of its facilities. Mettrum reports sales of 'cannabis extracts' in its financials. Its technology based patient acquisition strategy, including its web portal and online interface, also is integrating with a couple major electronic medical record systems which could further accelerate adoption. Figure 2 - MT Share Price Performance with Key Events Annotated 2.60 Price (CAD) Volume (Thousands) Lists on TSXV License amended to 1,200 kg 2.40 Liberals win majority in Fed election $7MM credit facility from Farm Credit Launches oils product line 1,400 2.20 1,200 Agripharm receives extract license 2.00 1,000 1.80 800 1.60 600 Agripharm cultivation license 1.40 1.20 1,600 BRN license renewal 400 Receives license for BRS License amended to 2,500 kg Announces $5MM equity financing 1.00 200 0 Jan'15 Volume Apr'15 Mettrum Health Corp Jul'15 Oct'15 Jan'16 Apr'16 Jul'16 Source: FactSet Prices Source: FactSet, Dundee Capital Markets VALUATION & FORECASTS We rate MT as a Buy, Speculative Risk, with a $3.00 target price. We base our valuation on a 5.0x EV/EBITDA multiple to our $32 MM FY2021E EBITDA. Our model only considers flower and oil sales from the three existing facilities and does not include further M&A or recreational legalization. On valuation the company trades below peers on EV/LSC at $25/g (peers at $42/g). Although it has multiple facilities and one of the higher patient counts, we believe MT trades at a discount due to its steady burn rate and lower than average consumption rate from its patient base. Patient enrollment reaching over 17,000 by Q1/17E. At the end of June 2016, Mettrum reported it had enrolled 12,000 patients, up from 7,000 three months earlier. With the ramp DUNDEE CAPITAL MARKETS Page | 29 Medical Marijuana Sector July 20, 2016 up at BRS expected in 2017, we model the Mettrum amassing a total of ~17,500 patients before product from the expansion is ready for new patients. Sales price flat at $7.50/g for dried bud, $20.00/g for oil extracts. For bud sold from Mettrum we assume a price of $7.50/g. The average price in the space is approximately $7.00/g. We model a $20.00/g sales price for oils. We estimate recreational sales at $7.50/g and extracted product at $15.00/unit. COGS/g still has room for improvement, most recently reporting 55% adjusted gross margin. We model spreading its costs over a greater amount of product sold across its platform as BRS ramps up next year, resulting in a reduction in Mettrum's overall COGS. We model the company reaching ~$2.25 COGS/g by mid-late 2017. Revenue growth expected to continue, even with lower than average consuming patients. Mettrum recently reported $2.5 MM in revenue last quarter, and revenue has grown at an average QoQ rate of 32% for the last four quarters. We believe this trend continues and we model dried bud sales using our patient growth assumptions at a consumption rate of 0.6g/day (we calculate Mettrum's patient consumption for the last four quarters averages 0.54g/day). We model oil sales produced from trim product from plants grown. We assume that only 50% of the excess non-flower plant material is used for extract production, a 10% w/w yield, for final product that is sold at $20.00/g with a 50% gross margin. FACILITY AND ASSET DESCRIPTION - BRN, BRS, METTRUM CREEMORE Figure 3 - MT Facility and Asset Description Bennett Road North (BRS) Bennett Road South (BRS) Mettrum Creemore Total Location Bowmanville, ON Bowmanville, ON Creemore, ON Facility Type Indoor Indoor Indoor Built Flowering Square Footage N/A N/A N/A Capacity Utilization R&D facility 5 / 5 rooms 45 / 45 rooms Dried Cannabis License: yes 2,000 kg 1,500 kg 3,500 kg Implied Annual Patient Capacity @ 0.6g/p/d: -- 9,132 6,849 15,982 Oils License: Production and Sale Production and Sale Production and Sale Security level: N/A N/A N/A Facility Ownership: Five year lease until July 2018 Acquired, wholly owned Acquired, wholly owned 8,000 kg 4,000 kg 12,500 kg 36,530 18,265 57,078 Another 15 rooms N/A Current Facility Status N/A At Maximum Capacity Dried Cannabis Capacity 500 kg Implied Annual Patient 2,283 Capacity @ 0.6g/p/d: Near Term Expansion Plans N/A Source: Company Reports, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 30 Medical Marijuana Sector July 20, 2016 METTRUM - Started With Bennett Road North (BRN) Background - Mettrum was incorporated in October 2012, and received a license to cultivate in November 2013. Mettrum was the third company to receive a license from HC. The company was the fourth publicly listed LP after it went public via an RTO with Cinaport Acquisition Corp. listing in October 2014. It made its first shipment of products to customers in May 2014. Facility - Mettrum’s first facility in Bowmanville is 14,480 square feet and was originally licensed 2,500 kg of production, which reflects the inaccuracy with licenses in the program's early days since the facility's operating capacity is limited to 500 - 650 kg. The facility has 18 self-contained growing rooms and is leased for five years. The in-house lab testing is performed at this facility. Growing - Mettrum's growing methodology is fairly consistent across its platform using a small modular room approach and growing in coco husk grow medium. Its grow cycles are usually 12-16 weeks long. METTRUM - Acquired Bennett Road South (BRS) Background - Given the size and capacity constraints in BRN, Mettrum acquired BRS, which was located nearby BRN, for $3.25 MM in April 2014. This facility has become Mettrum's primary operating facility with headquarters, call centre, product testing, packaging and shipping. The company submitted the license for this facility in May 2014 shortly after the facility was acquired. Facility - The 60,000 sq ft purpose-built facility has a 6,000 sq ft vault. MT closed an $8.6 MM equity financing (at $1.50 per share) in May 2016 with proceeds used to expand the BRS facility four-fold from 5 rooms with 2,000 kg capacity to 20 rooms with 8,000 kg capacity. It is currently licensed for 2,000 kg. METTRUM - Acquired Agripharm (nka Mettrum Creemore) Background - Agripharm had submitted a license application in November 2013. Mettrum didn't wait long after its first purchase to make its second in June 2014, acquiring Agripharm located in Clearview, ON (~200 km from Bowmanville) for $1.2 MM in stock as well as assuming its $3.5 MM in debt. In December 2014 the facility was licensed to grow 9,000 plants, which required product cultivated here needed to be transferred to the BRN facility for final processing and sale. In August 2015, the facility received a full license to sell and is now licensed for 1,500 kg. Facility - The facility is scalable with 80 acres of zoned land to expand on. Grow is similar to that of BRN with 45 different controlled pods that are stacked for maximizing grow space. All rooms are purpose built and pre-fabricated. At full capacity, management believes this facility could produce 4,000 kg annually. PRODUCT OFFERING - Based On The Spectrum The 'Mettrum Spectrum' uses a color and number scheme with red being the strongest strains (high THC) and yellow being mild and high CBD; it also provides 'street names' for reference. It has ~25 strains but offers 6-7 of them at a time. Mettrum provides some strains below $6/g yet averages a price of just over $8.00/g in the most recent quarter (in part due to selling higher priced oils as well). DUNDEE CAPITAL MARKETS Page | 31 Medical Marijuana Sector July 20, 2016 Figure 4 - Mettrum Spectrum Source: Company Reports BALANCE SHEET AND TARGET DERIVATION Insiders and management own approximately 20% of MT. As of March 31, 2016 Mettrum reported $7.0 MM cash and $3.9 MM in debt. Subsequent to the quarter, Mettrum closed an $8.6 MM bought deal priced at $1.50. As for most LPs, we generally model $10 MM needed for a 10,000 kg capacity expansion. We model Mettrum raising $30 MM over the next four years to expand capacity of its entire platform as the company establishes a footing in the medical space. We model all future financings at the current share price. Figure 5 - MT Target TSXV:MT EBITDA ($MM) 2021E $32 Target Multiple EV ($MM) 5.0x $162 + cash ($MM) + cash from warrants ($MM) - debt ($MM) $7.0 $1.0 -$3.0 Equity value ($MM) $166 Current S/O (MM) Warrants Options FD S/O (MM) + financing(s) @ current SP Target S/O (MM) 39.5 1.0 2.9 43.4 13.0 56.3 Target Price Current price Return to target $3.00 2.31 30% Source: Dundee Capital Markets Estimates DUNDEE CAPITAL MARKETS Page | 32 Medical Marijuana Sector July 20, 2016 RISKS Along with the risks outlined in the sector overview above, a risk to Mettrum we are currently seeing is cost control. As one of the larger LPs, Mettrum's ability to scale and hold margins will be important to satisfying its growing demand. Management Michael Haines, CEO - Mr. Haines has been a director, executive officer, and entrepreneur in the interactive media industry for over 15 years and has more than 20 years of experience in marketing and communications. He has served as an advisor and director to companies in the interactive media industry, notably: as Chairman of the Board of Blammo Games (wholly owned by Glu Mobile - Nasdaq: Gluu); as Executive Director of ES3, an IPTV application developer. Peter Kampian, CFO - Mr. Kampian has over 30 years of investment and financial management and reporting experience and over 15 years of senior executive leadership experience. His executive experience most recently includes serving as CFO of Threshold Power Trust (2012 – 2013), EVP of Riverbank Power Corporation (2011 - 2012), EVP and CFO of Oneworld Energy Inc. (2009 - 2011), and VP Finance of Superior Energy Management (2007 - 2009). Trever Fencott, Chief Legal Officer - Mr. Fencott is a practicing lawyer and senior executive with 15 years of experience operating, building and financing businesses in the technology and media sectors. Most recently, Mr. Fencott was President and, subsequently, Executive Director of bitHeads Inc. Prior to that, Mr. Fencott was President, co-founder, and a director of Groove Media Inc., and CEO of Bedlam Games, an interactive software business that was successfully sold in 2011. George Scorsis, President - Mr. Scorsis has over 15 years of experience in the heavily regulated beverage industry. He joined Red Bull in 2005 and served as President of Red Bull Canada since 2010. He was instrumental in restructuring the organization from a geographical and operational perspective and worked closely with Health Canada on the guidelines regulating the energy drink category. Prior to joining Red Bull, Mr. Scorsis worked with Bacardi Canada in an executive leadership capacity. Grant Koehler, EVP Sales & Marketing - Mr. Koehler has worked in the pharmaceutical industry for more than 24 years. Prior to joining Mettrum, he was an employee of Valeant Canada. During his 8 year tenure with Valeant, he held the position of National Sales Manager - Pain Specialty and Region Sales Manager for Ontario. Mr. Koehler also spent 8 years with McNeil Consumer Healthcare/Johnson & Johnson in sales and product management. Board of Directors Donald Wright - Mr. Wright’s career in the financial industry has spanned over 30 years. He has held a number of leadership positions, including President of Merrill Lynch Canada (1990 to 1994), Executive Vice President, director and member of the executive committee of Burns Fry Ltd. (1994), Chairman and Chief Executive Officer of TD Securities Inc. and Deputy Chairman of TD Bank Financial Group (2002). Mr. Wright retired from TD Bank in November 2002. Since his retirement, he has been an active investor in both the private and public equity sectors with an emphasis in oil and gas, resources and technology industries. Norman Inkster - Mr. Inkster is a recognized expert in national and international law enforcement. Mr. Inkster had a distinguished 36-year career in the Royal Canadian Mounted Police. He rose through the ranks to become Commissioner, the highest ranking officer. While serving as Commissioner, Mr. Inkster was also Canada’s delegate to INTERPOL. In 2003, Mr. Inkster became a partner with Gowling, Lafleur Henderson LLP. William Assini - Mr. Assini is a Chartered Accountant with over 25 years of management, finance and accounting experience. He was a Partner and Senior Vice President with PricewaterhouseCoopers LLP for 17 years before becoming a Corporate Director. He currently serves as a Director of the subsidiary companies of the Power Financial Group. Dr. Joshua Tepper - Dr. Tepper is a family physician and the President and Chief Executive Officer of Health Quality Ontario. Prior to joining HQO, Dr. Tepper was the inaugural Vice President of Education at Sunnybrook Health Sciences Centre. Jack Cashman - Mr. Cashman is an executive with vast experience in the specialty healthcare, mining and technology verticals. Mr. Cashman held the position of Non Executive Chairman of Vectura Group plc U.K., a specialty pharmaceutical company, and he is a director of Telesat, the world’s fourth largest satellite company. DUNDEE CAPITAL MARKETS Page | 33 Medical Marijuana Sector July 20, 2016 Mettrum Health Corp. (MT-T) Rating Risk* BUY Speculative Daniel Pearlstein, Research Analyst dpearlstein@dundeecapitalmarkets.com C$ Target C$ Close 12-month return C$3.00 C$2.31 30% VALUATION DATA Year-end March P/E P/CF EV/EBITDA EV/Sales FCF Yield 2015A ---28.6x -- 2016A ---11.5x -- 2017E ---3.5x -- 2018E 12.9x 23.2x 9.6x 2.0x -- OPERATING STATS Year-end March Bud Sales (kg) Price Per Gram ($/g) COGS ($/g) Oil Sales (kg) Price Per Gram ($/g) Oil Gross Margin 2015A 418 7.31 4.21 ---- 2016A 909 7.95 3.28 25 15.00 50% 2017E 2,454 7.50 3.00 427 15.00 50% 2018E 4,428 7.50 2.50 738 15.00 50% FINANCIAL SUMMARY Year-end March Revenue (MM$) Gross Profit (MM $) Gross Margin EBITDA (MM $) EBITDA Margin 2015A 3.1 1.3 42% (5.5) -- 2016A 7.6 4.6 60% (6.7) -- 2017E 24.8 14.6 59% (0.4) -- 2018E 44.3 28.5 64% 9.1 20% Target Price C$3.00 Upside 30% METTRUM VALUATION (C$) 5.0x EV/EBITDA Multiple on F2021 Target Price Sensitivity F2021E EV/EBITDA 4.0x 4.5x 5.0x 5.5x 6.0x 6.5x 7.0x 7.5x 8.0x $20 $1.50 $1.75 $1.75 $2.00 $2.25 $2.50 $2.50 $2.75 $3.00 $25 $1.75 $2.00 $2.25 $2.50 $2.75 $3.00 $3.25 $3.50 $3.75 F2021 EBITDA (C$MM) $32 $2.25 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 $4.25 $4.75 $37 $2.75 $3.00 $3.25 $3.75 $4.00 $4.25 $4.75 $5.00 $5.25 $45 $3.25 $3.75 $4.00 $4.50 $5.00 $5.25 $5.75 $6.00 $6.50 Revenue ($MM) Revenue ($MM) and Margin (%) Projections $350 70% $300 60% $250 50% 40% $200 30% $150 20% $100 10% $50 0% $0 -10% 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022A 2023A Medical bud ($MM) Medical oil ($MM) Rec bud ($MM) Rec extract ($MM) Gross margin (%) EBITDA margin (%) 2024A Shares O/S (MM) Fully Diluted Shares (MM) Basic Mkt. Capitalization ($MM) Enterprise Value ($MM) BALANCE SHEET (C$ MM) Year-end March Assets: Cash & ST Investments Other Current Assets Current Assets PP & E Other non-current Assets Total Assets 39.5 43.4 C$ 91.2 C$ 87.6 2015A 2016A 2017E Q4/16 21.7 2.2 23.9 14.6 0.4 38.9 7.1 6.8 13.8 20.0 1.2 35.0 6.8 12.3 19.1 23.8 1.1 44.0 7.1 6.8 13.8 20.0 1.2 35.0 2.2 0.0 2.0 4.2 42.5 -7.9 34.7 3.7 2.9 0.5 7.1 43.1 -15.2 27.9 6.6 2.9 0.4 9.9 50.9 -16.8 34.1 3.7 2.9 0.5 7.1 43.1 -15.2 27.9 INCOME STATEMENT (C$ MM) Year-end March Total Revenue COGS Gross Profit G&A Sales & Marketing Depreciation EBITDA EBIT Interest Expense/Income EBT Taxes Other Net Income (Reported) EPS (Reported) $/sh Average Shares (MM) 2015A 3.1 1.8 1.3 0.4 0.9 0.3 (5.5) (5.7) (0.3) -5.5 0.0 -1.6 -7.0 -0.27 26.2 2016A 7.6 3.2 4.6 5.8 4.0 0.6 (6.7) (7.2) (0.1) -7.1 0.0 -0.6 -7.7 -0.23 33.7 2017E 24.8 10.6 14.6 8.2 5.2 0.8 (0.4) (1.2) (0.1) -1.1 0.3 -0.7 -1.6 -0.05 33.8 2018E 44.3 16.6 28.5 11.0 6.8 0.8 9.1 8.3 (0.1) 8.4 2.1 -4.3 6.1 0.18 33.8 CASH FLOW STATEMENT (C$ MM) Year-end March Net Income (Reported) Depreciation Working Capital Changes Other Operating Cash Flow Operating Cash Flow/sh ($/sh) Capital Expenditures Other Investing Cash Flow Common Share Dividends Equity financing & W/O Exercise Debt Issue Debt Repayment Other Financing Cash Flow Net Change in Cash Cash Balance Free Cash Flow 2015A (7.0) 0.3 1.5 1.0 (4.2) -0.16 (9.3) (0.3) (9.7) 0.0 32.5 0.0 0.0 (1.7) 30.8 16.9 21.7 (13.7) 2016A (7.3) 1.2 (1.7) (1.1) (8.9) -0.26 (5.9) (1.1) (7.0) 0.0 0.1 0.0 3.2 (0.0) 3.3 (12.7) 7.1 (14.8) 2017E (1.6) 0.7 (2.7) 0.1 (3.5) -0.10 (4.5) 0.0 (4.5) 0.0 8.6 0.0 0.0 (0.9) 7.7 (0.3) 6.8 (8.0) 2018E 5.7 0.7 (3.1) 0.1 3.4 0.10 (5.8) 0.0 (5.8) 0.0 15.0 0.0 0.0 (1.6) 13.4 11.0 17.8 (2.4) Liabilities: Current Liabilities Long-term Debt Other non-current Liabilities Total Liabilities Capital Stock Retained Earnings Total Shareholder Equity Source: Company Reports, FactSet, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 34 OrganiGram Holdings Inc. July 20, 2016 (OGI-T: C$1.16) BUY, Speculative Risk Dundee target: C$1.75 Daniel Pearlstein / (647) 253-1160 dpearlstein@dundeecapitalmarkets.com A Brand That Should Appeal In Rec OGI-T New Last Rating: BUY BUY $1.00 Target: $1.75 Risk: Speculative Speculative Projected Return: 51% F2021 EBITDA (MM$) $33 -EV/EBITDA 2.4x -Company Data $1.16 Price (07/19/16): $1.42 $0.19 52-Week Range (H-L): $76.9 Market Capitalization (MM$): $79.3 Enterprise Value (MM$): $66.3 Shares Outstanding - Basic (MM): $79.9 Shares Outstanding - Diluted (MM): 357.0 Avg Daily Volume (3 Mos) (000s): $5.0 Cash (MM$):* $7.4 Debt (MM$): $2.84 Working Capital (MM$): August Fiscal Year End We are resuming coverage of OrganiGram Holdings Inc. with a BUY rating, and introducing a price target of C$1.75, based on 5.0x FY2021 estimated EBITDA, implying a 51% return from yesterday's close of $1.16. The 5.0x is near the middle of our peer group range of 4.0x - 8.0x, due to our more modest growth expectations. OrganiGram is one the few certified organic producers with a brand that translates well to either the medical or recreational market. Its early approach to targeting the military veteran patient community has resulted in the development of a loyal and high-consuming patient base. Investment Overview • Geographic, cost, and strategic advantages as the only public LP on the East Coast. Operational advantage evidenced in high volume sales to local veterans and tapping provincial labour rebates supporting already relatively low power costs in New Brunswick. Given its location, Organigram has a unique position to spread the brand across Canada, either as an acquirer of a small ON- or BC-based grower (which are in higher supply) or as the target of an LP that desires a tap into the East Coast. • One of only a few LPs in Canada certified as organic. The OrganiGram brand has gained traction with patient support groups, and an organic offering could resonate with and stand out to potential recreational users. No synthetic nutrients, pesticides, herbicides or additives are used in its production process. Benefits include increased terpene levels which give marijuana pleasant tastes and smells, and may be therapeutically relevant. • Near term ramp up in capacity expansion should see valuation rerating. Management expects to complete a small expansion to its facility to bring capacity to 3,500 kg/year from 2,500 kg currently. The majority of the proceeds from its recent $10.4 MM financing (at $1.05/sh) will be used to expand production capacity through the build out and construction of an extension at its main facility. OrganiGram expects this expansion could further increase its production capacity 4-5x from its current ~2,500 kg capacity. The existing property has potential to build out to 19,000 kg/year, all on the same property address. • Evidence of operational improvement as OrganiGram is only the 2nd public LP to record a positive EBITDA quarter. In FQ2 (ended Feb 29), OrganiGram sold over 169 kg at an average price of $8.42/g recording $1.4 MM in revenue (up 38% QoQ), and $72k in EBITDA without the adjustment for biological assets. The company’s appointment of a new master grower has helped steer the ship in the right direction, which should be accelerated with the recent receipt of an oils license. * Dundee Estimate 2015A 2016E Forecasts (Aug YE) Price per gram ($/g) 7.50 7.50 COGS ($/g) 4.53 2.92 Revenue (MM$) 1.0 6.5 EBITDA (MM$) (1.2) 0.7 EPS ($/sh) -0.02 -0.01 OP CF (MM$) (2.8) 0.6 CF/share ($/sh) -0.05 0.01 Capex (MM$) (7.5) (4.7) FCF (MM$) (10.3) (4.1) All Figures in C$ Unless Otherwise Noted Source: FactSet, Company Reports, DCM 2017E 7.50 2.39 20.6 3.9 0.03 3.0 0.04 (6.5) (3.5) OGI-T: Price/Volume Chart OrganiGram Holdings Inc (OGI-CA) Volume (Millions) Price (CAD) Volume OrganiGram Holdings Inc 2.5 2 1.5 1 0.5 4 0 0 Oct-14 Apr-15 Oct-15 Apr-16 Source: Factset Company Description OrganiGram Holdings Inc. is a medical marijuana company based in Moncton, New Brunswick. OrganiGram is one of Canada's few organically certified LPs. It holds a license for its facility located on 5 acres of land. DUNDEE CAPITAL MARKETS Page | 35 Medical Marijuana Sector July 20, 2016 KEY CATALYSTS FOR OGI: MMPR update (Industry Catalyst) - August 2016 - A modification to the MMPR is expected in August, retroactive to the R. v. Allard decision on February 24, 2016, that will likely introduce some form of 'home grow'. We believe any revenue opportunity lost due to personal production will be marginal at most. Capacity expansion - November 2016 & Mid-2017 - OrganiGram's current production capacity on hand is 2,500 kg per year, which will increase to 3,500 kg with the completion of four additional rooms, expected by November 2016. With proceeds from the recent financing, the 2017 expansion will commence shortly and is expected to be completed by mid-2017, adding up to an additional 10,000 kg per year. Task Force update (Industry Catalyst) - November 2016 - The government launched a Task Force on June 30, 2016 that will inform the creation of a new marijuana legalization and regulation system. The Task Force will report back with an update in November 2016 and we believe LPs will be a starting point for production in a more open system. Acceleration of oils - H2/16 - OrganiGram just received its oils sales license in June 2016, which is an important milestone in broadening the company's product offering. Organic oils could have a similar draw to patients as the dried bud products. COMPANY OVERVIEW OrganiGram is one of only a few certified organic LPs, and the only public LP on the East Coast. It was the 14th company licensed by Health Canada. OrganiGram has its facility located in Moncton, New Brunswick, has strong local ties through CEO Denis Arsenault, and benefits from favourable labour and hydro costs. The company has focused on Atlantic Canada and the veteran market, and has established and maintained strong brand recognition since it began selling to patients. Evidence of veteran buying can be seen in the company's high value patient base with average use of ~2g/patient, about double its peers. OrganiGram was first publicly listed in August 2014 and is the 4th largest LP by market capitalization and 4th largest by enterprise value. The company went public through an RTO with Inform Exploration Corp. The company completed two concurrent financings and a share consolidation in connection with the acquisition, and went public on August 25, 2014. Figure 1 - OrganiGram Brand Source: Company presentation Certified Organic by ECOCERT, stands out amongst LPs. The organic brand is one of OrganiGram's key selling points, and has gained traction with patient groups. As one of the only organic producers in Canada, OrganiGram uses an amended soil formulation with only natural additives, and no synthetic nutrients, pesticides or herbicides of any kind. Although we don't model any increase in revenue from the potential legalization, an organic offering could resonate with and stand out to potential recreational users which would make OrganiGram one of the few sources of supply for that new demand. DUNDEE CAPITAL MARKETS Page | 36 Medical Marijuana Sector July 20, 2016 OrganiGram has a clear focus on Atlantic Canada and the veteran market. Veterans generally purchase much higher than average daily amounts which is seen in OrganiGram's high value patient base recording just under 2g/patient, which is more than double some of its peers. Its patient acquisition strategy is centered on targeting particular health care professionals through partnerships with clinics specializing in PTSD, AIDS, cancer, and arthritis. OrganiGram distinguishes itself with its customer service and its bilingual call centre (English and French), and saw an opportunity to target patients in Quebec (Canada's 2nd most populated province, but with only one LP). Strong local ties through CEO Denis Arsenault has the support of the community, as well as the Province of New Brunswick which recently announced it will award OrganiGram up to $990k in funding in the form of wage subsidies to be paid out over the next three years as new positions are created. Figure 2 - OGI Share Price Performance with Key Events Annotated 2.50 Price (CAD) Volume (Thousands) Completes first harvest First product shipment 2.00 6,000 Reports industry's second EBITDA+ Q Announces $6.4MM in equity and debt Receives $2.5MM loan from Farm Credit financing 5,000 Announces $6MM equity financing 1.50 4,000 Receives provincial funding 1.00 Approval of 3 grow rooms Lists on TSXV 0.50 7,000 3,000 Liberals win majority in Fed election 2,000 Organic certification from ECOCERT Receives oils license Announces $9MM equity financing 1,000 0.00 0 Oct'14 Volume Jan'15 Apr'15 OrganiGram Holdings Inc Jul'15 Oct'15 Jan'16 Apr'16 Jul'16 Source: FactSet Prices Source: FactSet, Dundee Capital Markets VALUATION & FORECASTS We rate OGI as a Buy, Speculative Risk, with a $1.75 target price. We base our valuation on a 5.0x EV/EBITDA multiple on our $33 MM FY2021E EBITDA. Our model only considers flower and oil sales from its existing facility and expansion, and does not include recreational legalization. On valuation the company trades at a misleading premium on EV/LSC at $132/g (peers at $42/g) but should fall more in line with peers once OrganiGram's LSC increases from 600 kg per year to what we believe could be 1,800 kg - 2,000 kg, which would reflect higher value patients and the expected capacity expansion. Patient enrollment reaching ~4,500 by Q1/17E. With the expected increase in LSC, the completion of an additional 4 rooms in November and the expectation of a large expansion ready by mid-2017, we model OrganiGram adding ~700 patients per quarter to reach 4,500 patients by Q1/17. The completed expansions should allow the company to accelerate registration through 2017. DUNDEE CAPITAL MARKETS Page | 37 Medical Marijuana Sector July 20, 2016 Sales price steady at $7.50/g for dried bud, $20.00/ for oil. For bud sold we assume a price of $7.50/g, in line with the average price in the space of approximately $7.00/g. OrganiGram sells 12 strains priced between $7.00/g and $11.00/g. Last quarter's average price was $8.41/g. We model oil sales produced from trim product from plants grown. We assume that only 50% of the excess non-flower plant material is used for extract production, a 10% w/w yield, for final product that is sold at $20.00/g with a 40% gross margin. We estimate recreational sales at $7.50/g and extracted product at $15.00/unit. Strong revenue growth expected to accompany facility expansion. We model OrganiGram's high value veteran patients' consumption rate at 1.5g/day as we anticipate increased capacity will allow the company to ramp patient registration. OrganiGram recently reported $1.4 MM in revenue last quarter, which has grown at an average QoQ rate of 45% for the last two quarters. COGS/g trending in the right direction. In FQ2 OrganiGram recorded gross margin of 70% and COGS/g of $2.03, which is where the industry should be tracking towards in our view. Excluding biological assets, the gross margin was 55% which implies a COGS/gram of $3.75. We model COGS decreasing to $2.25/g (excluding biological assets) through mid-calendar 2017 as the company expects to grow more volume over the platform. FACILITY AND ASSET DESCRIPTION - ORGANIGRAM'S MONCTON FACILITY Figure 3 - OGI Facility and Asset Description Organigram Current Facility Status Location Moncton, NB Facility Type Indoor Built Flowering Square Footage 30,000 sq ft Capacity Utilization 9 / 9 rooms, 11 / 11 pods Dried Cannabis License: 600 kg (current build 2,500 kg) Implied Annual Patient Capacity @ 1.5g/p/d: 1,096 (current build 4,566) Oils License: Production and Sale Security level: Level 8 facility Facility Ownership: Wholly owned At Maximum Capacity Dried Cannabis Capacity 15,000 kg Implied Annual Patient 27,397 Capacity @ 1.5g/p/d: Near Term Expansion Plans Another 4 rooms (Nov 2016) Another 30 rooms (Spring 2017) Source: Company Reports, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 38 Medical Marijuana Sector July 20, 2016 ORGANIGRAM - Brand Awareness Right Out Of The Gate Background - OrganiGram was formed in early 2013, imported ready-made grow and vegetation rooms from the US, submitted its license application for the Moncton facility in July 2013, received a license to sell in March 2014. OrganiGram was the 14th company to receive a license from Health Canada. Branding - Being one of the first three public LPs was advantageous for a company that positioned itself differently right out of the gate for health-conscious patients. Many patients, including those that have an affinity for OrganiGram, have weakened immune systems and would be careful of what they ingest. The company has been a strong proponent of vapourization, rather than smoking, as a safer way to deliver the drug. Facility - The wholly owned 31,000 sq ft facility is located on a property that could hold multiple production buildings all at the same address, preventing the full new application review required by Health Canada if the company wanted to expand. The main facility holds offices, a call centre, two vaults, and bottling / distribution. The company also owns a building located right next door which will become the oil extraction and processing centre. The current plans would be to connect the buildings for expansion that would add up to 30 rooms and could take the 2,500 kg capacity up to 15,000 kg. A small R&D lab functions for internal controls. Growing - The 31,000 sq ft facility holds 11 small pods and 9 bigger flowering rooms, grows on stacks of three levels in its cultivation rooms, all in the same building. Modest inconsistencies in growing seem to be behind the company with a new head grower on board. Low cost power in Eastern Canada yields OrganiGram only paying $0.072/kWh vs. $0.122/kWh in Ontario. Figure 4 - OGI Facility Layout Source: Company presentation DUNDEE CAPITAL MARKETS Page | 39 Medical Marijuana Sector July 20, 2016 PRODUCT OFFERING - Focused Offering From Large Genetic Bank OrganiGram has 72 strains in its genetic bank but currently offers 12 strains. Eastern Canada or coastal names like "Lighthouse" or "Rising Tides" are paired with 'street' names as reference points for patients. From a pricing standpoint the company is in-line with the industry average around ~$7.00/g. Most strains are high THC, and there are no exclusively CBD strains, but some hybrid THC/CBD strains are offered. The company joins a select number of peers with the recent receipt of an oils sales license, which allows the company to be able to supply organic oils, complementing its existing product line. BALANCE SHEET AND TARGET DERIVATION Management and insiders own close to 15% of OGI. As of Feb 29, 2016 OrganiGram reported $1.0 MM cash and $7.6 MM in debt. Subsequent to the quarter, the company closed a $10.4 MM equity financing priced at $1.05. As for most LPs, we generally model $10 MM needed for a 10,000 kg capacity expansion. We model OrganiGram raising $30 MM over the next five years to grow its facility on its large land package. We model all future financings at the current share price. We believe the brand and a potential rec market line will be appealing to rec consumers. Figure 5 - OGI Target TSXV:OGI EBITDA ($MM) 2021E $33 Target Multiple EV ($MM) 5.0x $167 + cash ($MM) + cash from warrants ($MM) - debt ($MM) $4.7 $11.9 -$7.0 Equity value ($MM) $176 Current S/O (MM) Warrants Options Convertible Debt FD S/O (MM) + financing(s) @ current SP Target S/O (MM) 66.3 8.9 2.7 2.1 79.9 17.2 97.1 Target Price Current price Return to target $1.75 1.16 51% Source: Dundee Capital Markets Estimates RISKS Along with the risks outlined in the sector overview above, OrganiGram will need to execute on its expansion and show that its early signs of positive EBITDA translate to long term profitability. We see the OrganiGram brand transitioning well to the recreational market and our estimates are contingent on the addition of extract product lines. DUNDEE CAPITAL MARKETS Page | 40 Medical Marijuana Sector July 20, 2016 Management Denis Arsenault, CEO - After graduation from the University of Moncton in 1983 with a B.Comm, Denis spent just over a year working for Irving. Since 1985, Denis has built and sold 10 businesses in various industries and currently owns a portfolio of commercial and multi-unit residential real estate. His vast knowledge in building successful businesses has helped him to establish a strong management team and modern production facility that is ready to meet the challenges of this emerging field while maximizing shareholder value. Larry Rogers, Chief Operating Officer - Mr. Rogers was the CEO and co-founder of CLS Lexi-tech Ltd., Canada’s largest private language service provider. He began his career in the information technology field, before going on to play a key role in the creation and growth of Lexi-tech International Inc., first as Vice-President Operations then as President from 2001. Mr. Rogers holds a Bachelor of Science Degree, with a major in computer science degree from the University of New Brunswick. Ray Gracewood, Chief Commercial Officer - Mr. Gracewood has executive brand and marketing experience in Atlantic Canada as the previous Senior Director of Sales and Marketing for Moosehead Breweries Ltd. He brings over 15 years' experience in branding, packaging and positioning in North America, as well as in building and developing brands and segmentation Peter R. Hanson, Chief Financial Officer (Interim) - Mr. Hanson joined OrganiGram Inc. in August 2014 and held the position of Director of Finance & Administration prior to his recent appointment to Interim CFO. Mr. Hanson has 20 years' experience in finance and administration primarily in the manufacturing and services sector. Mr. Hanson holds a Chartered Professional Accountant designation and a Certified Human Resource Professional designation. Board of Directors Peter Amirault - Mr. Amirault is currently the President of BML Group Limited in Toronto, a holding company with interests in real estate development and private investments. Previously, Mr. Amirault held varying executive roles including President of Swiss Chalet North America, CEO of Creemore Springs Brewery Ltd, Senior VP of Molson Coors Canada, Managing Director of Sleeman Brewing Ltd, along with senior roles at Nestle Canada and The Premium Beer Company of Toronto. Dr. Kenneth Mitton - Dr. Mitton is a highly respected physician practicing in Moncton, New Brunswick. Dr. Mitton has practiced medicine for over 29 years as a general practitioner. He also advises to a number of large corporations in New Brunswick in respect of occupational health matters. Dr. Mitton has previously served as the Chief of Staff of the South-East Regional Health Authority (now the Horizon Health Network). Michel Bourque - Mr. Bourque brings more than 25 years of sales and marketing leadership experience in the pharmaceutical industry, including the branded, generic, and branded/private label OTC sectors. He has successfully led teams in the specialty medicine, hospital and retail key account areas driving profitable growth through strategic planning and the implementation of innovative value-added programs. Monique Imbeault - Mrs. Imbeault is currently CEO of General Financial Corporation Ltd., a holding company with a diverse portfolio of investments. Prior to joining GFC, she was Counsel with McInnes Cooper. Mrs. Imbeault holds Boards seats on two privately held companies, XL-ID Solutions Inc. and Resilia Inc. She is also Chair of the Board of the New Brunswick Health Research Foundation and the Atlantic Institute of Neurosciences and a member of the Board of Directors of the CHU Dumont Foundation. Denis Arsenault - See above. Larry Rogers - See above. DUNDEE CAPITAL MARKETS Page | 41 Medical Marijuana Sector July 20, 2016 OrganiGram Holdings (OGI-T) Rating Risk* BUY Speculative Daniel Pearlstein, Research Analyst dpearlstein@dundeecapitalmarkets.com VALUATION DATA Year-end August P/E P/CF EV/EBITDA EV/Sales FCF Yield OPERATING STATS Year-end August Bud Sales (kg) Price Per Gram ($/g) COGS ($/g) Oil Sales (kg) Price Per Gram ($/g) Oil Gross Margin FINANCIAL SUMMARY Year-end August Revenue (MM$) Gross Profit (MM $) Gross Margin EBITDA (MM $) EBITDA Margin C$1.75 C$1.16 51% 2015A ---80.3x -- 2016E -112.5x 116.8x 12.2x -- 2017E 42.0x 27.1x 20.4x 3.8x -- 2018E 17.2x 52.3x 9.2x 1.8x -- 2015A 119 7.50 4.53 ---- 2016E 845 7.50 2.92 8 20.00 40% 2017E 2,109 7.50 2.39 240 20.00 40% 2018E 4,119 7.50 2.25 548 20.00 40% 2015A 1.0 1.7 172% (1.2) -- 2016E 6.5 4.1 63% 0.7 10% 2017E 20.6 12.7 62% 3.9 19% 2018E 45.0 21.1 47% 8.7 19% Target Price C$1.75 Upside 51% ORGANIGRAM VALUATION (C$) Method: 5.0x EV/EBITDA Multiple on F2021 Target Price Sensitivity F2021E EV/EBITDA 4.0x 4.5x 5.0x 5.5x 6.0x 6.5x 7.0x 7.5x 8.0x C$ Target C$ Close 12-month return $20 $1.00 $1.00 $1.25 $1.25 $1.25 $1.50 $1.50 $1.75 $1.75 $25 $1.25 $1.25 $1.50 $1.50 $1.75 $1.75 $2.00 $2.00 $2.25 F2021 EBITDA (C$MM) $33 $1.50 $1.75 $1.75 $2.00 $2.25 $2.25 $2.50 $2.75 $2.75 $40 $1.75 $2.00 $2.25 $2.25 $2.50 $2.75 $3.00 $3.25 $3.50 $45 $2.00 $2.25 $2.50 $2.75 $3.00 $3.00 $3.25 $3.50 $3.75 Revenue ($MM) Revenue ($MM) and Margin (%) Projections $400 70% $350 60% $300 50% $250 40% $200 30% $150 $100 20% $50 10% $0 0% 2015A 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E Medical bud ($MM) Medical oil ($MM) Rec bud ($MM) Rec extract ($MM) Gross margin (%) EBITDA margin (%) 2024E Shares O/S (MM) Fully Diluted Shares (MM) Basic Mkt. Capitalization ($MM) Enterprise Value ($MM) BALANCE SHEET (C$ MM) Year-end August Assets: Cash & ST Investments Other Current Assets Current Assets PP & E Other non-current Assets Total Assets Liabilities: Current Liabilities Long-term Debt Other non-current Liabilities Total Liabilities Capital Stock Retained Earnings Total Shareholder Equity INCOME STATEMENT (C$ MM) Year-end August Total Revenue COGS Gross Profit G&A Sales & Marketing Depreciation EBITDA EBIT Interest Expense/Income EBT Taxes Other Net Income (Reported) EPS (Reported) $/sh Average Shares (MM) CASH FLOW STATEMENT (C$ MM) Year-end August Net Income (Reported) Depreciation Working Capital Changes Other Operating Cash Flow Operating Cash Flow/sh ($/sh) Capital Expenditures Other Investing Cash Flow Common Share Dividends Equity financing & W/O Exercise Debt Issue Debt Repayment Other Financing Cash Flow Net Change in Cash Cash Balance Free Cash Flow 66.3 79.9 C$ 76.9 C$ 79.3 2015A 2016E 2017E Q2/16 1.5 3.1 4.6 9.6 0.0 14.2 12.5 3.9 16.3 13.5 0.0 29.9 17.7 7.6 25.3 19.3 0.0 44.5 1.0 9.7 10.7 9.9 0.0 20.6 1.7 4.6 0.0 6.3 17.6 -9.7 7.9 2.2 7.2 0.0 9.3 30.6 -10.1 20.5 5.8 6.9 0.0 12.7 40.0 -8.1 31.9 2.1 7.3 0.0 9.4 21.1 -9.9 11.2 2015A 1.0 0.4 1.7 1.5 0.7 0.0 -1.2 -1.2 0.1 -1.3 0.0 0.0 -1.3 (0.02) 52.4 2016E 6.5 2.8 4.1 1.9 1.8 0.0 0.7 -0.1 0.4 -0.5 0.0 0.0 -0.5 (0.01) 57.9 2017E 20.6 7.9 12.7 5.8 3.4 0.0 3.9 3.1 0.5 2.6 0.7 0.0 1.9 0.03 69.9 2018E 45.0 24.0 21.1 8.8 4.0 0.0 8.7 7.9 0.5 7.4 2.0 0.0 5.4 0.07 80.4 2015A (1.3) 0.4 (1.5) (0.4) (2.8) -0.05 (7.5) 0.0 (7.5) 0.0 1.4 5.0 (0.2) (0.2) 6.0 (4.3) 1.5 (10.3) 2016E (0.4) 0.7 0.1 0.2 0.6 0.01 (4.7) (0.0) (4.7) 0.0 14.1 3.2 (0.3) (2.0) 15.1 11.0 12.5 (4.1) 2017E 1.9 0.8 (0.1) 0.4 3.0 0.04 (6.5) 0.0 (6.5) 0.0 10.0 0.0 (0.3) (1.0) 8.7 5.2 17.7 (3.5) 2018E 4.4 0.8 (3.8) 0.4 1.8 0.02 (11.5) 0.0 (11.5) 0.0 10.0 0.0 (1.3) (1.0) 7.7 (2.0) 15.7 (9.7) Source: Company Reports, FactSet, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 42 Supreme Pharmaceuticals Inc. July 20, 2016 (SL-C: C$0.40) BUY, Speculative Risk Dundee target: C$0.50 Daniel Pearlstein / (647) 253-1160 dpearlstein@dundeecapitalmarkets.com Patience Pays Off For This Greenhouse Grower SL-C New Rating: BUY Target: $0.50 Risk: Speculative Projected Return: 25% F2021 EBITDA (MM$) $26 EV/EBITDA 1.9x Company Data Price (03/10/16): $0.55 52-Week Range (H-L): Market Capitalization (MM$): Enterprise Value (MM$): Shares Outstanding - Basic (MM): Shares Outstanding - Diluted (MM): Avg Daily Volume (3 Mos) (000s): Cash (MM$):* Debt (MM$): Working Capital (MM$): Fiscal Year End --$0.40 $0.10 $48.3 $49.6 $119.7 $159.0 57.0 $2.75 $4.00 -$0.85 June * Dundee Estimate 2015A 2016E Forecasts (May YE) Price per gram ($/g) --COGS ($/g) --Revenue (MM$) --EBITDA (MM$) (3.3) (1.9) EPS ($/sh) -0.09 -0.04 OP CF (MM$) (3.2) (2.2) CF/share ($/sh) -0.05 -0.02 Capex (MM$) (4.0) (2.5) FCF (MM$) (7.3) (4.7) All Figures in C$ Unless Otherwise Noted Source: FactSet, Company Reports, DCM We are initiating coverage of Supreme Pharmaceuticals Inc. with a BUY rating, and introducing a price target of C$0.50, based on 4.5x FY2021 estimated EBITDA, implying a 25% return from yesterday's close of $0.40. The 4.0x is at the low end of our peer group range of 4.0x - 8.0x, due to Supreme's higher operating risk profile, which is at an earlier development stage versus the peer group. Last ---- 2017E 4.00 2.30 10.5 (0.0) -0.01 0.3 0.00 (3.3) (3.0) Supreme is cultivating in one of the largest greenhouses faci lities that we know of, pioneering a wholesale B2B approach supplying other LPs, and intends to implement a co-branding strategy that could build brand value ahead of a potential recreational market. Investment Overview • Unique business model, 1st LP to focus exclusively on B2B. We believe some of the applicants next in line will apply to be licensed for only part, not all, of the value chain unlike their vertically integrated incumbents; we see some of the smaller LPs already starting this, and believe that this would be a sign of the industry advancing. Dedicated suppliers could be required for focused retail-only producers to emerge. Supreme's wholly owned license holder, recently rebranded as '7ACRES', may fill that niche. Some of today's LPs may require lower cost greenhouse product to supplement higher cost indoor product, or additional capacity to satisfy growth in demand. • The business model has potential to provide healthy margins in part by avoiding the setup of patient-focused sales infrastructure. As we start to see other LPs engage in wholesale transactions, we model 7ACRES' exclusively B2B model yielding gross margins ~50%, similar to other whole transactions, by bypassing some compliance, packaging, and patient service costs. 7ACRES won't initially bring on its own patients. In May 2016 it secured multiple supply agreements with five (5) LPs for sale of more than 250 kg of dried marijuana and 70 kg of trim later this year, representing almost all of management's anticipated 2016 production. Agreements will be renewable for successive one year periods unless terminated according to terms. • Growing in a seven acre hybrid greenhouse, low cost high volume. The platform combines the best practices of “indoor” cultivation with the cost structure of a greenhouse. Its modular design allows for partitioning between focused grows, reducing the risk of crop loss. At full capacity, management expects one hundred 3,000 sq ft grow rooms, and to grow 50,000 kg. • Timing set up well for rec market, 7ACRES intends to co-brand B2B sales to build brand value. B2B sales through multiple brands over the next two years plan to be leveraged into initial rec sales. Branded & white label offerings could increase penetration. If legalization doesn't occur, 7ACRES could still function well as a wholesale supplier in a medical-only market to LPs. SL-C: Price/Volume Chart Supreme Pharmaceuticals Inc. (SPRWF-US) Volume (Millions) Price (CAD) Volume Supreme Pharmaceuticals Inc. 0.6 0.5 0.4 0.3 0.2 1 0 0 0.1 0 Oct-14 Apr-15 Oct-15 Apr-16 Source: Factset Company Description Supreme Pharmaceuticals Inc. is a medical marijuana company based in Kincardine, ON. Its wholly owned license holder is 7ACRES, Health Canada's 30th licensed producer (LP). DUNDEE CAPITAL MARKETS Page | 43 Medical Marijuana Sector July 20, 2016 KEY CATALYSTS FOR SL: MMPR update (Industry Catalyst) - August 2016 - A modification to the MMPR is expected in August, retroactive to the R. v. Allard decision on February 24, 2016, that will likely introduce some form of 'home grow'. We believe any revenue opportunity lost due to personal production will be marginal at most. Task Force update (Industry Catalyst) - November 2016 - The government launched a Task Force on June 30, 2016 that will inform the creation of a new marijuana legalization and regulation system. The Task Force will report back with an update in November 2016 and we believe LPs will be a starting point for production in a more open system. First crop deliveries to LP customers - Q4/16 - 7ACRES received its dried bud production license in March 2016 and began planting immediately; flowering commenced four weeks later. Although its technology is relatively up to date, the greenhouse has not grown anything there in 20 years. The first successful crop deliveries, and subsequent (positive) customer feedback, would be major derisking events for the business. Capacity expansion approval (Phase I) - Q4/16 or Q1/17 - 7ACRES currently operates in 40,000 sq ft of production area where management estimates ~1,200 kg of annualized production. The company anticipates adding another 80,000 sq ft of production area, referred to as 'Phase I', which would bring annualized capacity up to 10,000 kg. We model an equity financing to support this capex project. Construction broke ground in May 2016, management expects Health Canada approval in late 2016, and first crops are expected to be ready for sale in late Q1/17 or early Q2/17. This is a key catalyst as the company intends to roll over contracts and prepare for greater customer demand. COMPANY OVERVIEW Although some LPs have engaged in wholesale transactions and transfer of genetics over the course of MMPR, 7ACRES is the only LP that plans to exclusively focus on the B2B market. It was the 30th company licensed by Health Canada. 7ACRES' facility is located in Kincardine, Ontario, has strong community ties and support, benefiting from growing in a low cost greenhouse with access to power being situated in the Bruce Energy Centre. Since only recently licensed, the company does not have a large number of institutional investors, but support for the stock comes from the retail investor community since SL had been public even before the nearly two year wait time as an applicant. In May 2014, SL purchased the greenhouse for $4.5 MM ($1.0 MM in cash, $3.5 MM in a vendor mortgage). Since then, the company has invested over $5.0 MM in capex retrofitting the currently operating 40,000 sq ft for cannabis production. SL is the 6th largest public LP by market capitalization and 6th largest by enterprise value. Figure 1 - 7ACRES Brand Source: Company presentation DUNDEE CAPITAL MARKETS Page | 44 Medical Marijuana Sector July 20, 2016 Figure 2 - Benefits of B2B vs. Retail LPs Client acquisition cost Client retention cost Churn rate Regulatory cost Regulatory change risk Incremental client revenue Retail High High Medium High Medium Low B2B Low Low Low Low Low High Source: Company presentation, Dundee Capital Markets Management plans to co-brand B2B sales to build brand value. B2B sales through multiple brands over the next two years plan to be leveraged into initial recreational sales when it should occur. In the case that recreational legalization does not occur, we still see a scenario where 7ACRES could function well as a wholesale supplier in a medical only market to LPs that encounter timing or supply issues. Alternative business models including “room rentals” and custom contract cultivation could be value added services to other LPs, and may attract enrollment of more patients. While first mover larger LPs have clear advantages in patient recruitment, physician relationships, and production experience, smaller LPs initially curtail patient enrollment for fear of being unable to service customers. However, if these smaller players were able to have inventory ready sooner, patients would be more incentivized to enroll in the MMPR knowing reliable supply is available, in our view. 'White-labelled' product may allow new brands and companies to enter the market, providing 7ACRES with broader reach. Branded & white label offerings could help increase market penetration. Although we don't model any increase in revenue from the potential legalization, a white labelled offering could allow more companies and brands to participate giving potential recreational users a broader offering to choose from. Figure 3 - SL Share Price Performance with Key Events Annotated 0.70 Price (CAD) Volume (Thousands) Shares for debt transaction 0.60 Pre-license Announces License to cultivate building upgrades pre-license inspection date granted 1:5 share consolidation 0.50 appointed President 0.40 0.00 800 600 400 Partnership with Dinafem Seeds 0.20 Moves to CSE from TSXV Jul'14 Volume Signs LOI to acquire greenhouse Announces $5MM financing Oct'14 Jan'15 First genetics sale Secures supply agreements Apr'15 1,000 Liberals win majority in Fed election $1.5MM conv deb financing 0.30 0.10 Closes $3.6MM equity financing John Fowler 1,200 Jul'15 Oct'15 Jan'16 Apr'16 200 0 Jul'16 Supreme Pharmaceuticals Inc. Source: FactSet Prices Source: FactSet, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 45 Medical Marijuana Sector July 20, 2016 VALUATION & FORECASTS We rate SL as a Buy, Speculative Risk, with a $0.50 target price. We base our valuation on a 4.5x EV/EBITDA multiple on our $26 MM FY2021E EBITDA. Our model only considers flower and trim sales from its existing infrastructure and Phase I expansion, and does not include recreational legalization. If the first sales license is ~500 kg, at its current EV the company would trade at an undeserved premium on EV/LSC at $100/g (peers at $42/g) but should fall more in line with peers once Supreme becomes fully licensed. Ramping towards sales of 2,500 kg per quarter by mid-2017E, with Phase I expansion expected to be approved in late-2016 or early-2017. We model 7ACRES' first contracted deliveries falling in calendar Q4/16 for sales of 225 kg of dried bud and 50 kg of trim for revenue of ~$1.0 MM. Management anticipates first sales from the Phase I expansion to fall in Q2/17 increasing the quarterly sales run rate nearly 10-fold. As such we model dried bud sales of 2,250 kg and 500 kg of trim per quarter. Sales price steady at $4.00/g for dried bud, $1.50/g for trim. For bud sold we assume a price of $4.00/g, in line with the average wholesale price seen in the space so far. We model trim sales produced from plants grown. The greenhouse is capable of growing very large plants so we assume that ~60% of the excess non-flower plant material is sold to LP customers, a 50% gross margin. We estimate recreational sales at $7.50/g and recreational trim at $1.50/g. Revenue largely contingent on smooth integration of Phase I expansion, and of course on timely delivery of contracted product. 7ACRES won't initially bring on its own patients, as it already secured multiple supply agreements with six (6) LPs for the sale of more than 250 kg of dried marijuana and 70 kg of trim later this year. This amount represents almost all of management's anticipated 2016 production. The agreements will be renewable for successive one year periods unless terminated according to terms. The Phase I expansion is key to our revenue estimates. In June 2016, the company generated its first revenue from a sale of genetics by providing an LP with 6 strains for production and future sale to the LP's registered clients. COGS/g estimated at $2.50/g then decreasing to $2.25/g with Phase I coming online. 7ACRES does not have any revenue history other than the recent genetics sale, so we initially model gross margins of 37.5%, increasing to 44%. Further decrease in COGS/g may be achievable as other LPs are tracking towards <$2.00/g. DUNDEE CAPITAL MARKETS Page | 46 Medical Marijuana Sector July 20, 2016 FACILITY AND ASSET DESCRIPTION - 7ACRES' KINCARDINE FACILITY Figure 4 - SL Facility and Asset Description Supreme (7ACRES) Current Facility Status Location Kincardine, ON Facility Type Hybrid Greenhouse Built Flowering Square Footage 16,500 sq ft Capacity Utilization 100% Dried Cannabis License: Cultivation only Implied Annual Patient Capacity @ 1.0g/p/d: N/A Oils License: N/A Security level: Level 9 vault Facility Ownership: Wholly owned At Maximum Capacity Dried Cannabis Capacity 50,000 kg Implied Annual Patient N/A Capacity @ 1.0g/p/d: Near Term Expansion Plans Phase I (Q4/16 or Q1/17) Source: Company Reports, Dundee Capital Markets SUPREME (7ACRES) - Patience Pays Off Background - 7ACRES was started in 2012, and used to be known as AMMCan (Advanced Medical Marijuana Canada; it is listed as such on Health Canada's LP website). SL had been public even before 7ACRES' nearly two year wait time as an applicant. Supreme Pharmaceuticals used to be known as Supreme Resources until a name change was proposed in January 2014 as the company explored opportunities in the medical marijuana sector. In May 2014, SL purchased 7ACRES' greenhouse for $4.5 MM ($1.0 MM in cash + $3.5 MM in a vendor mortgage). In July 2014, the company split the stock 1:5 to reduce the share count. Since then, the company has invested over $5.0 MM in capex retrofitting the currently operating 40,000 sq ft for cannabis production. 7ACRES was the 30th license granted by Health Canada when the company received a license to cultivate in March 2016. Branding - AMMCan was rebranded as 7ACRES in May 2016. As discussed above, branding will be important for this company, as well as for the industry in general. Management plans to spread the brand through a number of initiatives including co-branding B2B sales, white label offerings, and greenhouse grown product. Alternative business models including “room rentals” and custom contract cultivation could also be value added services with opportunities to build brand value. Facility - 7ACRES' hybrid greenhouse aims to combine the best practices of indoor cultivation, such as HVAC, CO2 enrichment, direct injected fertigation and intensive DUNDEE CAPITAL MARKETS Page | 47 Medical Marijuana Sector July 20, 2016 sanitation procedures with all the benefits of free, natural sunlight. The 340,000 sq ft facility will recycle its water, has installed a new state-of-the-art composter and security, as well as record keeping and climate control systems. Management believe that at 100% capacity utilization, the greenhouse could produce 50,000 kg annually. Pictures of the facility can be found on the company's website here. Growing - Growing has started with six strains acquired from other LPs, but the company intends to develop a number of its own strains after entering into a strategic partnership agreement with Dinafem, a well-known manufacturer of cannabis seeds. 7ACRES may opt to have as many as 12-16 strains in the future to grow in its sun-lit greenhouse. Figure 5 - Arial View of SL's Hybrid Greenhouse (#'s indicate capex phases) Source: Company presentation BALANCE SHEET AND TARGET DERIVATION Management and insiders own ~12% of SL. As of Mar 31, 2016 Supreme reported $2.8 MM cash and $4.0 MM in debt ($3.5 MM of which is a mortgage). Subsequent to the quarter, the company closed a $3.6 MM equity deal priced at $0.40 with a full warrant exercisable at $0.50 for three years post closing. As for most LPs, we generally model $10 MM needed for a 10,000 kg capacity expansion. We model Supreme raising $30 MM over the next four years to expand capacity of its entire greenhouse. We model all future financings at the current share price. DUNDEE CAPITAL MARKETS Page | 48 Medical Marijuana Sector July 20, 2016 Figure 6 - SL Target CSE:SL EBITDA ($MM) 2021E $26 Target Multiple EV ($MM) 4.5x $117 + cash ($MM) + cash from warrants ($MM) - debt ($MM) $3.3 $12.8 -$7.0 Equity value ($MM) $126 Current S/O (MM) Warrants Options Convertible Debt FD S/O (MM) + financing(s) @ current SP Target S/O (MM) 119.7 28.8 7.4 3.1 159.0 89.2 248.3 Target Price Current price Return to target $0.50 $0.40 25% Source: Dundee Capital Markets Estimates RISKS Along with the risks outlined in the sector overview above, 7ACRES' growing platform and business model are largely unproven. 7ACRES will need to execute on its expansion or risk its wholesale market strategy falling on the shoulders of other producers. We see the brand transitioning well to the recreational market and our estimates are contingent on a large proportion of sales to the rec market. 7ACRES won't initially bring on its own patients. In May 2016 it secured multiple supply agreements with five (5) LPs for sale more than 250 kg of dried marijuana and 70 kg of trim later this year, representing almost all of management's anticipated 2016 production. Agreements will be renewable for successive one year periods unless terminated according to terms. Revenue estimates may miss expectations if customer acquisition and contract roll over are less than expected. Management John Fowler, President and CEO - Mr. Fowler began working in the medical marijuana sector over ten years ago. He pursued a career in law to assist medical marijuana patients with legal challenges relating to access, employment and tenancies. Mr. Fowler assisted with R v. Mernagh at the Ontario Court of Appeal in 2013. Mr. Fowler is committed to providing Canadians access to high-quality, low-cost medical marijuana and working with the medical community to improve physician education and support for medical marijuana. Nav Dhaliwal, CFO - Mr. Dhaliwal previously served as CFO at Cloud Dynamics Inc. and VP of Business Development for Ontario region at P2 Solar. He served as a Senior Associate at Trivandrum Capital, where he focused on investment in clean technology start-ups, and began his business career as a chartered account with KPMG. Peter Herburger, Director of Operations - Mr. Herburger works closely with Health Canada, contractors and the local community as Director of Operations. He brings experience managing operations and maintenance of local construction projects, and initiated the development of the greenhouse facility in Kincardine, Ontario. DUNDEE CAPITAL MARKETS Page | 49 Medical Marijuana Sector July 20, 2016 Board of Directors Michael La Brier, Chairman - Mr. La Brier brings a wealth of experience in the real estate sector having served as President of Canderel Stoneridge-Toronto at Canderel Management Inc. since 1996, and Principal of Canderel-Stoneridge Equity Group Inc. He also served as Independent Trustee of Primaris Retail Real Estate Investment Trust (formerly Borealis Retail Real Estate Investment Trust) from 2003-2007. Scott Walters - Mr. Walters is CEO of MoreCo, and brings experience in finance and banking having worked at a number of investment dealers and previously serving as Managing Partner of Max Capital Markets Ltd., and DeltaOne Asset Management. He has broad experience in the Canadian and US cannabis industries having co-founded a chain of specialized cannabis clinics in Canada. John Fowler - See above. Nav Dhaliwal - See above. DUNDEE CAPITAL MARKETS Page | 50 Medical Marijuana Sector July 20, 2016 Supreme Pharmaceuticals Inc. (SL-CA) Rating Risk* BUY Speculative Daniel Pearlstein, Research Analyst dpearlstein@dundeecapitalmarkets.com VALUATION DATA Year-end June P/E P/CF EV/EBITDA EV/Sales FCF Yield OPERATING STATS Year-end June Bud Sales (kg) Price Per Gram ($/g) COGS ($/g) Trim Sales (kg) Price Per Gram ($/g) Trim Gross Margin FINANCIAL SUMMARY Year-end June Revenue (MM$) Gross Profit (MM $) Gross Margin EBITDA (MM $) EBITDA Margin C$ Target C$ Close 12-month return C$0.50 C$0.40 25% 2015A ------ 2016E ------ 2017E -166.2x -4.7x -- 2018E 12.7x 12.9x 7.9x 1.8x -- 2015A 0 ------ 2016E 0 ------ 2017E 2,375 4.00 2.30 633 1.50 50% 2018E 6,000 4.00 2.18 2,000 1.50 50% 2015A ---(3.3) -- 2016E ---(1.9) -- 2017E 10.5 4.5 43% (0.0) -- 2018E 28.0 13.7 49% 6.3 23% Target Price C$0.50 Upside 25% Shares O/S (MM) Fully Diluted Shares (MM) Basic Mkt. Capitalization ($MM) Enterprise Value ($MM) BALANCE SHEET (C$ MM) Year-end June Assets: Cash & ST Investments Other Current Assets Current Assets PP & E Other non-current Assets Total Assets Liabilities: Current Liabilities Long-term Debt Other non-current Liabilities Total Liabilities Capital Stock Retained Earnings Total Shareholder Equity INCOME STATEMENT (C$ MM) Year-end June Total Revenue COGS Gross Profit G&A Sales & Marketing Depreciation EBITDA EBIT Interest Expense/Income EBT Taxes Other Net Income (Reported) EPS (Reported) $/sh Average Shares (MM) SUPREME VALUATION (C$) 4.5x EV/EBITDA Multiple on F2021 Target Price Sensitivity F2021E EV/EBITDA 3.5x 4.0x 4.5x 5.0x 5.5x 6.0x 6.5x 7.0x 7.5x $15 $0.25 $0.30 $0.30 $0.35 $0.35 $0.40 $0.45 $0.45 $0.50 $20 $0.30 $0.35 $0.40 $0.45 $0.50 $0.50 $0.55 $0.60 $0.65 F2021 EBITDA (C$MM) $25 $0.40 $0.45 $0.50 $0.55 $0.60 $0.65 $0.70 $0.75 $0.80 $30 $0.45 $0.50 $0.60 $0.65 $0.70 $0.75 $0.80 $0.90 $0.95 $35 $0.55 $0.60 $0.65 $0.75 $0.80 $0.90 $0.95 $1.00 $1.10 CASH FLOW STATEMENT (C$ MM) Year-end June 60% $250 50% 40% $200 30% $150 20% $100 10% $50 0% $0 -10% 2015A 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E Medical bud ($MM) Medical trim ($MM) Rec bud ($MM) Rec trim ($MM) Gross margin (%) EBITDA margin (%) 2024E Margin (%) Revenue ($MM) Revenue ($MM) and Margin (%) Projections $300 Net Income (Reported) Depreciation Working Capital Changes Other Operating Cash Flow Operating Cash Flow/sh ($/sh) Capital Expenditures Other Investing Cash Flow Common Share Dividends Equity financing & W/O Exercise Debt Issue Debt Repayment Other Financing Cash Flow Net Change in Cash Cash Balance Free Cash Flow 119.7 159.0 C$ 48.3 C$ 49.6 2015A 2016E 2017E Q3/16 0.6 0.5 1.1 8.9 8.4 18.4 3.3 0.6 3.9 11.3 8.4 23.6 6.4 8.5 15.0 14.2 8.4 37.5 2.8 0.4 3.1 9.4 8.4 21.0 4.0 0.0 0.8 4.8 30.0 -16.4 13.6 4.3 0.0 0.5 4.8 39.2 -20.4 18.8 13.5 0.0 0.5 14.0 45.5 -22.0 23.5 4.0 0.0 0.5 4.5 35.9 -19.5 16.4 2015A ---0.3 0.6 0.0 (3.3) (5.5) 0.0 -5.5 0.0 -0.3 -5.8 -0.09 67.6 2016E ---0.3 0.2 0.2 (1.9) (3.7) 0.4 -4.1 0.0 0.0 -4.1 -0.04 96.1 2017E 10.5 5.9 4.5 1.1 0.6 0.4 (0.0) (0.6) 0.4 -1.0 0.5 -1.1 -1.6 -0.01 112.8 2018E 28.0 14.3 13.7 1.8 0.8 0.4 6.3 5.7 0.4 5.3 0.9 -1.9 4.4 0.03 137.6 2015A (5.8) 0.0 (0.4) 3.0 (3.2) -0.05 (4.0) (0.1) (4.0) 0.0 5.2 0.0 0.0 1.5 6.7 (0.6) 0.6 (7.3) 2016E (4.0) 0.2 (0.3) 1.9 (2.2) -0.02 (2.5) (0.0) (2.5) 0.0 4.3 3.2 0.4 (0.4) 7.5 2.8 3.3 (4.7) 2017E (1.6) 0.4 0.8 0.6 0.3 0.00 (3.3) 0.0 (3.3) 0.0 6.7 0.0 0.0 (0.7) 6.1 3.1 6.4 (3.0) 2018E 4.4 0.4 (1.1) 0.6 4.3 0.03 (10.0) 0.0 (10.0) 0.0 10.0 0.0 0.0 (1.5) 8.5 2.8 7.4 (5.7) Source: Company Reports, FactSet, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 51 Medical Marijuana Sector July 20, 2016 APPENDIX - MEDICAL MARIJUANA SECTOR OVERVIEW AND BACKGROUND We estimate a $3.0B MMJ market and a $3.0B $5.0B recreational market Health Canada estimates the MMJ market in Canada can grow from 40,000 patients in 2014 to 450,000 patients by 2024 with $1.3B in annual sales; we believe these estimates are conservative and don't encompass the whole picture. We estimate the Canadian MMJ space approaches $3.0B in annual sales in 2024 alongside a recreational market of $3.0B $5.0B that same year, for a combined total of nearly $8.0B in retail sales, with further upside coming from increased tourism and international expansion or trade. What's happened up until this point? It is illegal to produce or possess marijuana for recreational purposes, even in very small quantities. It is criminalized and is still not an approved drug or medicine in Canada. Production of dried marijuana falls under the FDA (Food and Drugs Act) and the CDSA (Controlled Drugs and Substances Act). Canadians were first granted authorization to possess marijuana for medical purposes in 1999 under the Marijuana Medical Access Program (MMAP). The Marijuana Medical Access Regulations (MMAR) was established in 2001 to allow qualified patients to possess MMJ with the support of a medical practitioner, in part due to the lack of legal sources. A number of amendments were made to the MMAR over the next ten years altering the supply and distribution arrangements that aimed to provide reasonable access to legal supply. A few key court cases led to the federal government and Health Canada reconstructing the program into the Marijuana for Medical Purposes Regulations (MMPR) which officially began on April 1, 2014. Canada's MMJ program technically started in 2001, but the MMPR started April 1, 2014 Figure A1 - Evolution of MMJ Regulations and Key Events in Canada 1996 1999 2000 2001 2002 2003 2004 2005 2009 2010 2011 Apr 2014 Jun 2014 Sep 2014 Nov 2014 Feb 2015 Mar 2015 Jun 2015 Jun 2015 Jun 2015 Sept 2015 Oct 2015 Dec 2015 Feb 2016 Apr 2016 May 2016 Controlled Drugs and Substances Act enacted First Marihuana Medical Access Program established R. v. Parker - Paves the way for more formal regulations Marihuana Medical Access Regulations (MMAR) born out of R. v. Parker Jean Chrétien introduced a bill that would have decriminalized possession (15g or less) First major revision of MMAR Paul Martin introduced an almost identical bill to Chrétien's (the bill failed to pass) Second major revision of MMAR Third major revision of MMAR Fourth major revision of MMAR New regulations proposed, leading to the birth of MMPR MMPR takes full effect, and MMAR is removed (court injunction remains) MMPR amendment requiring more stringent data tracking and reporting College of Family Physicians of Canada provides preliminary prescribing guidance Health Canada issues advertising warning to LPs R. v. Smith, and R. v. Allard court cases begin Ontario patient granted insurance coverage for MMJ Vancouver city council votes in favour of regulating dispensaries R. v. Smith - Supreme Court decides patients should be allowed access to non-dried forms Health Canada issues section 56 exemption to allow the production of cannabis oils Health Canada fires warning shot to 13 illegal dispensaries Liberals win a majority government First cannabis oil sales begin R. v. Allard - Federal Court declares MMPR unconstitutional, gives Health Canada 6 months Health Minister announces at UN General Assembly legislation to be introduced in Spring 2017 City wide dispensary raids in Toronto Source: Health Canada, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 52 Medical Marijuana Sector July 20, 2016 MMPR was created to address safety and security concerns with the MMAR By December 2013, MMAR had grown to 37,884 individuals, from 477 in 2002 There were 3 ways to access medical marijuana under MMAR, but there's only 1 way under MMPR (a prescription from your doctor). Under MMAR, authorized persons/patients could obtain product by: 1) Producing your own - under a Personal Use Production License (PUPL); 2) Designating a grower - under a Designated Person Production License (DPPL); 3) Purchasing from Health Canada - which contracted a private company called Prairie Plant Systems Inc. Under MMAR, as of December 31, 2013, 67% of patients produced their own, 11% designated someone else to do it, and 22% purchased through Health Canada. The current system, the MMPR, started on April 1, 2014. MMPR was the solution to mounting concerns regarding administration, safety, and diversion Safety and security concerns, and the administrative burden on Health Canada, led to the creation of the MMPR. The MMAR program grew from 477 individuals in 2002 to 37,884 by Dec 2013. Since the vast majority of qualified patients produced marijuana under PUPLs and DPPLs within private residences, concerns of public health, safety, and security were raised. Major concerns raised by Health Canada, municipalities, and first responders such as police and fire officials included abuse of the allotted licenses, exposure to chemicals and electrical hazards, and most obviously, diversion. Patient complaints were also raised regarding the limited number of strains offered and the long application processing times. The combination of the growing administration costs incurred by Health Canada and the concerns raised above forced the regulator to find a new solution - the MMPR. The MMPR created a licensing scheme essentially privatizing the commercial production of MMJ to a number of companies, rather than have people grow on their own. The MMPR provided a structured and regulated guideline for LPs, reduced role and costs of administering the program for Health Canada, increased choice of strains and suppliers for patients, and reduced safety concerns for personal growers and law enforcement. Figure A2 - Key Differences Between MMAR and MMPR One MMPR-related court case has been settled (R v Smith), and another is pending for August 2016 Supply: Quality standards Sanitation standards Packaging/transport standards Security procedures Affordable pricing Products - flower (bud) Products - oils, extracts, etc. Patient: Health Canada application Variety of supply sources Doctor consult Home/personal growing Routes of access Health Canada: Supply from HC Oversight for every LP MMAR MMPR Court Case No No No No Yes Yes Yes Yes Yes Yes Yes Some Yes No R. v. Smith Revision to MMPR: allow LPs to sell oils (June 2015) Yes Yes Yes Yes Various Yes No Outcome No Yes Yes R. v. Allard Revision to MMPR: TBD (expected August 2016) No LPs only R. v. Allard Revision to MMPR: TBD (expected August 2016) No Yes Source: Health Canada, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 53 Medical Marijuana Sector July 20, 2016 We expect home grow in revision to MMPR (August 2016) with little impact to LPs We expect the revision to MMPR to include some form of limited home grow Back in March 2014, just before MMPR came into effect, an injunction was granted to some patients who did not want to be forced to purchase from LPs. BC lawyer John Conroy and his clients (Allard et. al.) argued that the MMPR would cause patients who cannot afford black market or LP prices to choose between their liberty (being arrested) and health (access to medicine). They were granted an injunction on March 21, 2014, and patients with PUPL and DPPL licenses under MMAR (78% at the time, or ~30,000 patients) continued growing their own while the constitutional challenge was heard. Flash forward to February 24, 2016 when the Federal Court of Canada ruled in favour of Conroy and Allard et. al., and gave Health Canada six months to revise the MMPR. The release can be found here, and the decision document here. This was about the rights of patients, not striking down regulation, since it’s not the role of the court to impose regulations. The MMPR continues to operate as status quo, since the court also ruled “striking down the MMPR merely leaves a legislative gap where possession of marihuana continues as a criminal offence.” The NEW MMPR will likely have a home grow plant count limit (~6 plants) with some location restrictions and licensing-like or registration process. Other jurisdictions have used a limit of 6 (mature) plants as a standard and most of all there needs to be some way to limit production to prevent diversion to the black market. The cost of enforcement and compliance could become costly quickly and Health Canada does not want to hire hundreds of more inspectors. Marijuana enforcement currently costs the government $2.3B per year. Acquiring a home grow license or permit is likely to be a stringent process that may include an application fee, limit growing to residential addresses (often large industrial buildings were used for unnecessarily large MMAR grows) and require registering with local authorities or fire inspectors (to avoid licensing those with a criminal history, and to coordinate safety). Reliable and safe sources for acquiring genetics will also need to be addressed. Figure A3 - Personal Medical Possession Limits in Select US States (by # of plants) 25 Possession Limit (# of plants) 6 plants for personal production has been a precedent seen in other MMJ programs 1998 1996 2004 2007 1998 2000 2004 1998 2010 2008 2000 2006 2000 1999 25 20 20 15 15 10 10 5 5 0 0 Mature Immature Year Medical Possession Law Was Passed Source: ProCon.org, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 54 Medical Marijuana Sector We expect no material exodus from the MMPR, as home growers will likely be only a drop in the bucket compared to the target audience We may receive insight to what rec might look like when the revision to MMPR is made July 20, 2016 No material exodus is expected from MMPR as most of the home growers are likely operating under MMAR or doing so illegally. We believe homebrewers of beer and wine represent the most logical precedent. According to the National Institute on Alcohol Abuse and Alcoholism (NIH), 70.7% of Americans over the age of 18 drank in the past year or 166 MM people. The American Homebrewers Association estimates there are 1.2 MM homebrewers in the US equating to 0.7% of alcohol consumers. Combining a recent CBC survey that found 20% of Canadians used marijuana in the last year, with the same 0.7% as the homebrewers estimate, would equate to less than 50,000 home growers in Canada. Meanwhile, we estimate the MMPR will have enrolled nearly 100,000 patients by the beginning of 2017. In our view, home brewing is easier and cheaper to maintain (depending on size) than a marijuana grow-op (even on a small scale), and more people like the idea of home growing than those who actually know how to do it. Access is a topic of contention so we might see pharmacies included in the new MMPR, other revisions are possible but may be left for what the Liberals table in Spring 2017. We may get some indication of how distribution unfolds if pharmacies are allowed to be access points for medical retail (not yet recreational), to be discussed in further detail later in this report. Other topics we may see discussed in August's revision include: offering wage subsidies to low income Canadians, new insurance coverage, license application or maintenance fees for the costs of inspections of current LPs, and the elimination of HST from MMJ. The MMPR is becoming an international standard for MMJ regulation Many countries around the world are paying attention to the high standard Canada has set The industry in Canada has had its share of bumps but many people fail to realize the Canadian MMJ program is becoming an international standard due to strict guidelines for production, security, and education. The application and licensing fervor has calmed down, most of the right companies are getting financed, operational efficiencies at the LP level are being realized, both patients and physicians are more knowledgeable of the system, and international partnerships are already being signed. Early issues with the program have been solved or are making progress. Product quality issues or recalls have not happened since early 2015, product supply by LPs for patients is more consistent, and public company transparency is more consistent. Many applicants were up in arms from waiting for licenses but in our view Health Canada desired a fewer number of larger capacity producers as opposed to many small producers in order to focus the attention on those that successfully crossed the line. Transparency on the licensing process has been better but the standards kept getting raised - it appears Health Canada was learning through this process as much as those whom it licensed. Patient and physician education has improved with specialist cannabis clinics and guidance documents from organizations such as the College of Family Physicians of Canada, although later on the College had to clarify that kickbacks are not allowed to physicians. In late 2014, Health Canada warned LPs against advertising according to guidelines in the MMPR, the Narcotic Control Regulations (NCR), and the Food and Drugs Act (FDA) suggesting that information disclosed by LPs avoid health claims or promotion of their products. DUNDEE CAPITAL MARKETS Page | 55 Medical Marijuana Sector July 20, 2016 Judicious selection of LPs early on, acceleration of patient enrollment, and greater participation from physicians illustrate the forward momentum of the program. As of January 2014, 400 LP applications had been submitted to Health Canada, 700 by April, 900 by July, and over 1,000 by September 2014. In the first full year of the MMPR ~1,500 applications were submitted but by Q1/15 only ~20 licenses were granted. As of June 2016, there were 416 applications in the queue and 20 applications submitted each month. There are 33 flower licenses and 22 oil licenses granted as of this published date. LP inventories are increasing, showing better production and yields Inventories have been increasing in lock-step with patient enrollment. Health Canada tracks and discloses industry data on its website that shows steady increases in the amount of dried marijuana produced and sold, but much more rapid increases in inventory with a relatively lower number of licenses. Data release is usually delayed 3-4 months after quarter end. We view this inventory trend positively in that the LPs are becoming more efficient in increasing yield, crop turns, and inventory available. Figure A4 - Sales Steadily Increasing While LPs Build Inventory 11,000 35 30 9,000 Dried Marijuana (kg) 8,000 25 7,000 20 6,000 5,000 15 4,000 10 3,000 2,000 5 1,000 0 Dried Flower Licenses Granted (#) 10,000 0 Q2/14 Q3/14 Licenses Granted Q4/14 Q1/15 Amount sold (kg) Q2/15 Q3/15 Amount produced (kg) Q4/15 Q1/16 Inventory at Q-end (kg) Source: Health Canada, Dundee Capital Markets The MMPR has enrolled 5,000 new patients per month in Q2/16 As for patients, approximately 5,000 patients started in the MMPR in April 2014, and now the program has enrolled more than that in each of the last few months putting the program on pace to exceed 100,000 registered by mid-Q1/17. The LP industry association (Cannabis Canada Association, aka CCA) reported that in each of December 2014, January 2015, and February 2015 ~900 physicians wrote a prescription, but for March 2015 that number jumped almost 40% MoM to ~1,300, which may explain the inflection point in enrollment in early 2015. Furthermore, the first cannabis oil licenses were granted in Q3/15 providing an alternative method of administering medical cannabis for physicians that would prescribe it but don’t feel comfortable having their patients smoke. Though there has been some controversy in the cost of reimbursement for veterans, this patient population is important to LPs for consumption because the group generally consumes a much greater than average daily amount. However, in our view more focus should be placed on the opioid-sparing ability of MMJ as the dangers of prescription drugs that veterans and other patients rely upon for the cessation of pain, for example, are often under-highlighted as much as these drugs are overprescribed. Greater product supply of both flower and oil, and physician education can be attributed to the inflection point in late 2015 and early 2016. DUNDEE CAPITAL MARKETS Page | 56 Medical Marijuana Sector July 20, 2016 Figure A5 - MMPR Patient Enrollment Accelerating in 2016 80,000 75,000 70,000 65,000 Medical Marijuana Patients(#) 60,000 55,000 50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 Source: Health Canada, Dundee Capital Markets PATIENT ENROLLMENT IS ON PACE TO FAR EXCEED HEALTH CANADA'S ESTIMATE The MMPR would need to only enroll ~4,200 new patients per month, on a straight line basis, for the next eight years to meet HC's 450,000 estimate by 2024 Health Canada's estimate was in part based on a 2011 population-level survey of Canadians aged 15 years and over who indicated they use marijuana for medical purposes; a figure at that time was 420,000 people. Health Canada assumed a growth rate to get to 450,000 in ten years (from 2014 - 2024) building off a base of ~40,000 registered patients. The MMPR would need to only enroll ~4,200 new patients per month, on a straight line basis, for the next eight years to meet Health Canada's estimate of 450,000 by 2024. In fact, the MMPR has enrolled over 5,000 new patients per month in Q2/16, and should exceed Health Canada's estimate by August or September 2016. Figure A6 - MMPR Patient Enrollment Should Soon Exceed Health Canada's Estimates Patient enrollment is on pace to exceed Health Canada's estimate 80,000 80,000 75,000 75,000 70,000 70,000 65,000 65,000 64,907 60,000 Medical Marijuana Patients (#) 55,000 60,000 55,000 50,000 50,000 50,954 45,000 45,000 40,000 35,000 40,000 40,000 35,000 30,000 30,000 25,000 25,000 20,000 20,000 15,000 15,000 10,000 10,000 5,000 5,000 0 0 Health Canada Projection (medical only) MMPR Enrollment (historical) Source: Health Canada, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 57 Medical Marijuana Sector We assume the long term penetration rate of the MMJ program in Canada is 2% of the total population, comparable with other programs July 20, 2016 Though new frameworks must be in place to unlock the full potential of the industry, we assume the long term penetration rate of medical patients in Canada reaches 2% of the total population by 2024, which is comparable to existing programs in other countries. Though the MMPR is relatively young, the MMJ industry in Canada has existed since 2001, in line with the age of programs in Israel (1999) and the Netherlands (2003, prescriptions & pharmacies), as well as with some of the older programs in the US that also have legal frameworks in place (Colorado - 2001, Oregon - 1998, Washington - 1998, Alaska - 1999). Advantages that Canada has include greater access to healthcare, early participation from insurers, and a concentration of thought leaders in the space. 2.50% 800,000 700,000 2.00% 600,000 500,000 1.50% 400,000 1.00% 300,000 200,000 0.50% 100,000 0 Penetration Rate Medical Marijuana Patients (#) Figure A7 - MMJ Population and Penetration Rates for US States 0.00% Medical marijuana patients Penetration Source: ProCon.org (March 2016) Figure A8 below illustrates our more aggressive view. With the acceleration of physician participation we estimate the MMPR enrolls 6,000 patients per month until 2020 and then, with the development and introduction of alternative products and exposure from legalization (we expect H1/18), 9,000 patients per month until 2024 to reach nearly ~800,000 patients (2% of the Canadian population, similar to other programs). We note that the MMAR patients that refused to migrate over to MMPR and the potential homegrow population combined represent a fractional percentage of the target population. We estimate patient enrollment accelerates with the development of alternative delivery methods and exposure from legalization Medical Marijuana Patients (#) Figure A8 - We Estimate MMPR Patient Enrollment Will Reach 2% of Total Pop. By 2024 800,000 800,000 700,000 700,000 600,000 MMPR enrollment will surpass HC's 2014 estimates in mid-2016 ... if it hasn't already 600,000 500,000 500,000 400,000 400,000 300,000 300,000 200,000 200,000 100,000 100,000 - 2014 2015 2016 MMAR & Home Grow 2017 2018 2019 2020 Health Canada Projection (medical only) 2021 2022 2023 2024 DUNDEE ESTIMATES (medical only) Source: Health Canada, Dundee Capital Markets Estimates DUNDEE CAPITAL MARKETS Page | 58 Medical Marijuana Sector July 20, 2016 MORE EXPANSIONS & MORE LICENSES WITH DIFFERENTIATED VALUE PROPOSITIONS The MMPR aims to treat marijuana as much like a medication as possible by creating a licensing scheme for the commercial production and distribution of MMJ, and by granting access to patients through a physician's prescription. Health Canada's cost-benefit analysis published in the Gazette assumed a total of only ~60 licenses granted from 2014 to 2024, in our view, desiring a fewer number of larger capacity producers as opposed to many small producers. We believe more licenses could be on the way We believe more licenses could be on the way (~10 more in the next year), but many LPs have massive expansion plans already underway. Our enrollment estimates imply over ~550,000 kg of dried flower MMJ would be demanded in 2024 by ~800,000 patients plus recreational market consumers, which is 300% more than the amount currently licensed and built. We note however that a number of current LPs are already embarking on expansion in preparation for Spring 2017. Much more capacity will be needed to supply the demand from both the medical and rec markets Capacity: licensed, built, or needed (kg) Figure A9 - Our Enrollment Estimates Imply More Capacity Expansion Needed 600,000 600,000 550,000 550,000 500,000 450,000 400,000 350,000 Our market estimates imply over 550,000 kg of dried flower MJ would be demanded in 2024... 500,000 300%(!) more than the ~135,000 kg of supply currently built under today's LPs 400,000 450,000 350,000 300,000 300,000 250,000 250,000 200,000 200,000 150,000 150,000 100,000 100,000 50,000 50,000 - 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Capacity Licensed by Health Canada (kg) Unlicensed Built Capacity Under Current LPs DUNDEE ESTIMATES (medical only, flower only) DUNDEE ESTIMATES (rec only, flower only) Source: Health Canada, Dundee Capital Markets Estimates We believe we'll start to see more differentiated producers $10 MM of capital = 10,000 kg of capacity We believe that some of the next in line will apply to be licensed for only part, not all, of the value chain unlike their vertically integrated incumbents. We see some of the smaller LPs already starting this, and believe that this would be a sign of the industry advancing. The early days of the MMPR fostered LPs to become multi-faceted vertically integrated production operations; however given the large head start some of the larger LPs have, we see the laggards positioning themselves to specialize in different parts of the value chain such as only growing or selling wholesale or only focusing on oils/R&D. More expansion + more licenses = more capital investment required. From our conversations around the industry, we gather that it costs ~$10 MM to build ~10,000 kg of capacity. We estimate there is currently ~85,000 kg of licensed capacity, and another ~50,000 kg of built un-licensed capacity, for a total of ~135,000 kg. Even if we only look at the medical-only flower-only market, our estimate of 280,000 kg of demand implies another ~145,000 kg needs to be built, requiring ~$145 MM of investment. This doesn't even include the recreational market… DUNDEE CAPITAL MARKETS Page | 59 Medical Marijuana Sector July 20, 2016 WHEN WILL REC START? WE BELIEVE H1/18 (ONE YEAR BEFORE NEXT FED ELECTION) We believe the recreational program will start in H1/2018 We expect the Task Force Update in November 2016 will provide greater insight into LP participation Introduction of legislation is NOT the same as implementation of legislation. On April 20, 2016 at a special session of the UN General Assembly in New York, Health Minister Jane Philpot announced that federal legislation for the legalization of marijuana will be introduced in Canada in Spring 2017. The Minister was quoted saying "We will introduce legislation in Spring 2017 that ensures we keep marijuana out of the hands of children and profits out of the hands of criminals." If legislation is tabled in Spring 2017, that would mean the Task Force would have had one year since it was formed to gather best practices and consult stakeholders to draft legislation to present to parliament. We expect an update from the Task Force in November 2016. Important questions that should be addressed include: taxation, appropriate age for consumption, purchase limits, method of retail, hours of sale, advertising and promotion, labeling, penalties for improper possession, education and scientific evidence, and prevention of access to children. Prime Minister Trudeau's throne speech included the phrase "legalize, regulate and restrict access to marijuana", while Blair has placed emphasis on the safety of children, communities, and citizens by "adhering to a strict set of regulations." If legalization is implemented in H1/18, it would give approximately one full year of data ahead of the next federal election (expected October 2019). The legislation that is presented will go through the House, the Senate, and Committee hearings to get this one shot on goal correct the first time. If we're going to have a legitimate recreational market, we'll need legitimate sources for both medical and rec. The timeframe for implementation could be politically-driven as approximately one year of (positive) sales data and tax revenue could show the Liberals made good on their promise during their first term, as well as provide them momentum going into the next election. Figure A10 - Dundee Estimated Timeline of Events HC Amends MMPR Aug 2016 Task Force Update Nov 2016 Liberals Table Legislation vof of Spring 2017 Potential Start of Rec Federal Election H1 2018 Oct 2019 Jul-1 6 Aug -1 6 Sep -1 Oct- 6 1 Nov 6 -1 Dec 6 -1 Jan- 6 1 Feb 7 -1 Mar 7 -1 Apr 7 -17 May Jun- 17 17 Jul-1 7 Aug -1 7 Sep -1 Oct- 7 1 Nov 7 -17 Dec -1 Jan- 7 1 Feb 8 -18 Mar -1 Apr 8 -18 May Jun- 18 18 Jul-1 8 Aug -1 Sep 8 -1 Oct- 8 1 Nov 8 -1 Dec 8 -1 Jan- 8 1 Feb 9 -19 Mar -1 Apr 9 -1 May 9 Jun- 19 1 Jul-1 9 9 Aug -1 9 Sep -1 Oct- 9 19 We expect material stock volatility around the November 2016 Task Force Update We expect material stock volatility around this event Source: Dundee Capital Markets A Liberal Party policy paper from 2013 concluded that "annual government revenue in Canada from legalized marijuana based on 3 million annual consumers would likely exceed $4 billion/year." The tax rate assumed in the paper ranged from 30-35%, which would imply $11-13B in annual revenue for the marijuana industry. DUNDEE CAPITAL MARKETS Page | 60 Medical Marijuana Sector July 20, 2016 WHAT ARE THE IMPLICATIONS OF A REC MARIJUANA MARKET IN CANADA? How many people would participate? More than you think. We believe a rec market would draw in new customers to the market, as well as more diverse offerings First off, we believe it will be bigger than most people think due to the large percentage of Canadians that would participate in a legal rec market. A number of fairly recent statistics support this: • 59% of Canadians surveyed support new laws that would legalize, tax and regulate recreational marijuana (Forum Research survey, via CBC, Nov 2015) • That same survey found that 30% of Canadians would consume marijuana if legal, and that 20% had done so in the past year • 12.2% of Canadians aged 15 or older used marijuana in the previous year (Statistics Canada, 2012) • During the first year of legalization in Colorado, approximately 9% of residents consumed recreational marijuana at least once per month (Colorado Department of Revenue, via theCannabist, Dec 2014) • StatsCan also revealed that 3.2% of Canadians aged >15 consumed marijuana more than once per week in the previous year, and 1.8% aged >15 consumed daily A rec market would likely draw in new customers whom never would have been in the market in the first place. Not only would the medical market grow as we've outlined above, recreational users that are "self-medicating" via black market purchases would join a medical market with expanded product offerings and from innovation of new drugs, delivery methods, or devices. Some rec users whom purchase from the black market may purchase from a legal market with the introduction of new offerings, ancillary products, and services. New customers would enter the market with the introduction of more diverse offerings. Though it's difficult to place value on the new products that could be introduced, given the lack of clarity on the framework, we can look to sales in recently legalized US states for insight. For example, only 50% of Colorado's first year's sales were comprised of flower or bud; the rest were derivatives, oils, edibles, tinctures, creams and the like. Canada is unlikely to unfold as quickly given we believe a more stepwise approach will be taken, but medical cannabis oils are starting to catch on. Canada would be the first G8 nation to legalize marijuana New businesses and services, and the potential to go global, would arise as Canada would be the first G8 nation to legalize marijuana. The proliferation and branding of products and accessories beyond just dried flower would open up new verticals within the industry and foster expertise in segments such as growing, regulatory, branding, marketing, and R&D. Other revenue streams for LPs may come from broader export opportunities, once Canada's participation in three international treaties is amended. Two current LPs brought strategic partnerships from countries that have mature medical programs – Bedrocan with Bedrocan BV in the Netherlands, and MedReLeaf with Tikun Olam in Israel. Countries still developing medical programs or working towards legal frameworks represent opportunities to export Canadian know-how, and we've already seen early evidence of this. Bedrocan Canada expanded its license agreement with BV to include South American sub-licensing opportunities (Dec 2014), Tweed partnered with a prospective LP in the Australian medical cannabis program (May 2016), Tilray exported two varieties of cannabis oil capsules to patients in Croatia where an MMJ framework was established last year (June 2016), and Canopy set up Bedrocan Brazil (June 2016). International markets may be tilted towards local players which is why these recent moves are important for establishing brand recognition early on. DUNDEE CAPITAL MARKETS Page | 61 Medical Marijuana Sector Barriers to entry are high… for now July 20, 2016 Barriers to entry are high for applicants right now, but big pharma, big tobacco, big alcohol, and big retail certainly have the balance sheets to consolidate the sector if they choose to step in. Potentially positive market drivers including the allowance of widespread insurance coverage, qualifying for a DIN (drug identification number), or tax exemptions may cause one of the big players waiting on the sidelines to make the first move. Currently regulatory hurdles like the licensing and approval process are keeping new LPs from entering the market. As costs rise and capital requirements intensify, it could be a market with fewer players with more capital, larger regional benefits, and international networking benefits. HOW BIG COULD A MED + REC MARKET BE IN CANADA? WE SAY ~$8B PER YEAR We say the market will be $8.0B per year Canada has one of the highest marijuana consumption rates in the world, and if the demand for the products available in (illegal) dispensaries is any indication, we believe uptake of a recreational market would be rapid and widespread, provided the right products were made available. In 2014, Canadian liquor stores, agencies and other retail outlets sold $9.0B worth of beer, $6.7B worth of wine, and $4.9B worth of spirits. We believe that medical and recreational marijuana sales can reach similar levels with the proper framework in place. Figure A11 - Medical and Rec Marijuana Estimates vs. Alcoholic Beverage Sales in Canada 10,000 9,000 8,000 Revenue ($MM) Canadians spent nearly $30.0B (retail) on alcohol, cigarettes, and tobacco in 2011 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Cigarettes & Tobacco Beer Wine Spirits Cigarettes & Tobacco, Alcoholic Beverage Sales (2014) MMJ (2024) Rec MJ (2024) Total MJ (2024) MJ Black Market (2016) DUNDEE ESTIMATES Source: StatsCan, Canopy Growth Corp., Dundee Capital Markets Estimates We begin by looking first at the medical market, which we estimate at $3.0B per year by 2024, ~3x Health Canada's estimate of $1.2B. Referring to our enrollment projections in Figure A8 above, we estimate nearly ~800,000 patients in 2024 (~2% of the total population) compared to Health Canada's 450,000. Figure A12 illustrates a flower-only medical market could exceed $2.0B per year if we assume 1.0g/patient/day and $7.50/gram. This floweronly scenario is too conservative in our view given LPs are already selling oil extracts. Our ~$3.0B medical market assumes half of patients only purchase higher priced oil extracts Our $3.0B flower & extracts medical market assumes 50% of patients only purchase flower and 50% of patients only purchase extracts, we assume no cross-selling though it is likely. We introduce other products into our medical market estimate in Figure A12, and look to two US states to draw comparison. In Oregon some "recreational-like" products have been made accessible to patients through prescription as that state transitions from medical to medical + recreational, and in the first two years of legalization in Colorado only ~50% of all sales were from flower, meaning the rest were from oils, extracts, edibles, creams, etc. DUNDEE CAPITAL MARKETS Page | 62 Medical Marijuana Sector We believe Canada's system unfolds in a slower stepwise fashion compared to Colorado or Oregon in the US July 20, 2016 We believe the Canadian system evolves in a slower stepwise fashion than Colorado or Oregon. We assume it takes three years from legalization (expected in 2018) to reach the point where 50% of patients are only purchasing extracts as we believe a stricter slower approach to legalization will create a time lag between the development and commercialization of a broader range of products. New regulations would have to be put in place to allow LPs to produce the vast array of products currently offered on the black market. We use the same 1.0g/patient/day consumption rate for extract products as smoked cannabis because we assume the much higher concentration in extracted products (60-80% THC for extracts vs. ~15% THC for smoking) is offset by their much lower bioavailability (4-12% for extracts vs. ~50% for smoking) (British Journal of Psychiatry, Feb 2001). For pricing we assume $15.00/gram, which is roughly the implied price per 'infused edible unit' we calculated from the Colorado Department of Revenue, and in line with the pricing some of the LPs are charging for oils today. Figure A12 - Canadian Medical Market Estimates: Flower Only (top) / Flower & Extracts (bottom) $2,250 Revenue from medical flower only could exceed $2 billion in 2024 $2,000 $1,750 Revenue ($MM) $1,500 $1,250 $1,000 $750 $500 $250 $0 2014 2015 2016 2017 2018 2019 Health Canada Projection (medical only, flower only) 2020 2021 2022 2023 2024 DUNDEE ESTIMATES (medical only, flower only) $4,000 $3,500 Revenue ($MM) $3,000 60% Revenue from medical flower AND extracts could exceed $3 billion in 2024 50% 40% $2,500 30% $2,000 $1,500 20% Extract Only Patients (%) Our medical market estimates imply a $2.0 $3.0B MMJ market in 2024 $1,000 10% $500 $0 0% 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Health Canada Projection (medical only, flower only) DUNDEE ESTIMATES (medical only, flower only) DUNDEE ESTIMATES (medical only, flower & extracts) Extract Only Patients (%) Source: Dundee Capital Markets Estimates DUNDEE CAPITAL MARKETS Page | 63 Medical Marijuana Sector Our $8.0B total market estimate is derived from our medical market estimate, but we also looked at a bottom up approach July 20, 2016 Our $8.0B medical AND recreational revenue estimate is derived from our $.03B medical estimate above (Figure A12) and the assumption that Canadian recreational sales drives 60% of total revenue. In Colorado's first year of legalization, medical and recreational sales were split 50:50, but in its second full year recreational sales outweighed medical 60:40, with sales of extracts accelerating. Again, given our view of the relatively slower rollout of regulation and differentiated products, we assume it takes five years for rec sales to reach 60% of total sales, with rec sales contributing 20% of the total in 2018E and 40% of the total in 2019E. A summary of our estimates is in Figure A14 below, and we have also looked at the market using a bottom up approach in Figure A16 to back into our recreational estimate. We believe the Canadian cannabis industry is likely to reach a similar point that other legalized jurisdictions have, where the medical program and the adult use or legal program coexist and contain a wide range of products. However, a slower stepwise approach with a best-in-class medical framework already in place, in a country that regularly fosters innovation, Canada has a chance to yield a flourishing recreational market. Figure A13 - Canadian Med AND Rec Market Estimates: Flower & Extracts $8.0B in 2024 $10,000 $8,000 70% Revenue from recreational AND medical, flower AND extracts, could near $8 billion in 2024 60% 50% $7,000 $6,000 40% $5,000 30% $4,000 $3,000 20% We expect legalization in H1/18 $2,000 $1,000 Rec Sales as a % of Total Sales $9,000 Revenue ($MM) We estimate 60% of total market sales will be from the recreational market 10% $0 0% 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Health Canada Projection (medical only, flower only) DUNDEE ESTIMATES (medical only, flower only) DUNDEE ESTIMATES (medical only, flower & extracts) DUNDEE ESTIMATES (medical & recreational, flower & extracts) Rec Sales as a % of Total Sales Source: Dundee Capital Markets Estimates Figure A14 - Canadian Medical AND Recreational Market Estimates: Summary Year 2016 2017 2018 2019 2020 2021 2022 2023 2024 Medical sales ($MM) $133 $332 $598 $904 $1,261 $1,795 $2,239 $2,682 $3,125 Rec Sales ($MM) $0 $0 $150 $603 $1,032 $1,795 $2,736 $4,023 $4,688 Total Sales ($MM) $133 $332 $748 $1,507 $2,294 $3,590 $4,974 $6,705 $7,814 Rec (% of total) 0% 0% 20% 40% 45% 50% 55% 60% 60% *Rec sales calculated based on a multiple of medical sales Source: Dundee Capital Markets Estimates DUNDEE CAPITAL MARKETS Page | 64 Medical Marijuana Sector July 20, 2016 We estimate extracts will eventually become a majority of the market Figure A15 - Extracts Will Gain Market Share On Flower As The Industry Advances Year 2016 2017 2018 2019 2020 2021 2022 2023 2024 Rec Sales flower % % ($MM) revenue flower extracts same as above ($MM) $0 0% 0% $0 $0 0% 0% $0 $150 75% 25% $112 $603 70% 30% $422 $1,032 65% 35% $671 $1,795 60% 40% $1,077 $2,736 55% 45% $1,505 $4,023 50% 50% $2,011 $4,688 45% 55% $2,110 # of grams @ $7.50/g 0 0 14,958,987 56,277,060 89,449,233 143,603,447 200,637,547 268,199,308 281,292,127 extracts # of extract revenue units @ ($MM) $15.00/unit $0 0 $0 0 $37 2,493,164 $181 12,059,370 $361 24,082,486 $718 47,867,816 $1,231 82,078,996 $2,011 134,099,654 $2,579 171,900,744 Source: Dundee Capital Markets Estimates Figure A16 - We Estimate The Rec-Only Market At $3.5B Using A Bottom Up Approach Canadian adults % of population Canadian adult users Dried flower uses per month Extract units uses per month 30,000,000 1.8% 540,000 24 8 30,000,000 3.2% 960,000 6 4 30,000,000 5.0% 1,500,000 2 1 Infrequent users 30,000,000 5.0% 1,500,000 0.333 0.167 Grams per use Grams per month Grams per year Price per gram ($) Estimated flower sales ($MM) 1.00 12,960,000 155,520,000 $7.50 $1,166 0.75 4,320,000 51,840,000 $7.50 $389 0.50 1,500,000 18,000,000 $7.50 $135 0.50 250,000 3,000,000 $7.50 $23 225,360,000 Units per use Units per month Units per year Price per unit ($) Estimated extract sales ($MM) 1.00 4,320,000 51,840,000 $15.00 $778 1.00 3,840,000 46,080,000 $15.00 $691 1.00 1,500,000 18,000,000 $15.00 $270 1.00 250,000 3,000,000 $15.00 $45 115,920,000 Daily users Weekly users Monthly users Total sales ($MM) Total 30,000,000 15.0% 4,500,000 $1,713 $1,739 $3,452 Source: Dundee Capital Markets Estimates Figure A17 - The Comparison Of Our Two Approaches Shows A Rec Market Range of $3.5B - $4.7B 2024 estimates Flower sales ($MM) Extract sales ($MM) Total $2,110 $2,579 $4,688 Bottom up estimates $1,713 $1,739 $3,452 Delta $397 $840 $1,237 Source: Dundee Capital Markets Estimates DUNDEE CAPITAL MARKETS Page | 65 Medical Marijuana Sector July 20, 2016 OUR ESTIMATES COMPARE FAVOURABLY WITH PROJECTIONS FOR THE US Using projections from US marijuana market research firms, ArcView Research and GreenWave Advisors supports our estimates above. Currently only Washington, Oregon, Colorado, Alaska, and DC have legalized marijuana, with California, Nevada, Arizona, Maine, Vermont, and Massachusetts not far behind. Figure A18 - Current Status of Marijuana Legalization in the US Source: ArcView Research, 2016 The "10% Canada/US rule" arrives at a similar market estimate in 2020 as our approach outlined above. US marijuana market research firms, ArcView and GreenWave, estimate the US legal (medical + rec) market in 2020 to be US$23B and US$21B, respectively. We note that ArcView assumes more than 50% of revenue derived from the adult use (rec) market. Using an average of US$22B in 2020 and the commonly used 10% rule, we arrive at US$2.2B (C$2.9B) in 2020 for Canada's estimate, which is in line with our $2.7B estimate. Looking at ArcView's projections for adult use (only rec) in the currently legalized states provide similar support. Figure A18 below outlines ArcView's adult use (not including medical) sales projections for 2020 and adjusts them for differences in population size, which in all cases, are larger our Canadian rec market estimates. We note the major difference in these states is the access to higher priced 'recreational-like' products such as those found in Canada's illegal dispensaries, and the time lag between the start of medical and recreational programs. The implied values for Canada average $8.9B. Figure A18 - Sales Projections for Legalized States Imply $9B Canadian Adult Use Market In 2023 A B Start of medical program Start of recreational program Population (MM) Relative population multiple (Canada / state) Estimated adult use sales in 2020 (US$MM, ArcView Research) A x B Implied sales in Canada in 2023 Alaska 1999 2016 0.74 47.7x Colorado 2000 2014 5.4 6.6x DC 1998 2015 0.66 53.4x Oregon 1998 2015 4.0 8.9x Washington Average 1998 1999 2014 2015 7.1 5.0x $134 $2,020 $94 $985 $2,266 $6,409 $13,259 $4,995 $8,725 $11,282 Canada 2001 2018* 35.2 Time Lag 2 years 3 years $8,934 *Dundee estimate Source: ArcView Research, Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 66 Medical Marijuana Sector July 20, 2016 DISTRIBUTION AND ROLLOUT: FEDERALLY LEGAL, PROVINCIALLY DISTRIBUTED We believe marijuana is likely to become 'federally legal, provincially distributed'… … but we still need a framework from the government In our view marijuana is likely to become 'federally legal, provincially distributed' giving provinces the jurisdiction to decide their preferred distribution methods. A cross governmental strategy might be implemented where the federal government controls approval of new drugs and oversight of manufacturing and labelling (similar to how the FDA operates for pharmaceutical drugs) and the provincial government licensing and distribution, insurance coverage and provincial healthcare plans. Importantly, the framework needs to protect patients’ rights to access and distribution. It will be important to roll out a framework that early on prevents raucous demand from outstripping supply, in which case potential consumers would again seek out the black market. The government still needs to provide a framework for distribution and retail. Since retail distribution is complex and more likely to fall on the shoulders of established channels, various distribution options including but not limited to pharmacies, grocers, liquor stores, and dispensaries may be the preferred choices. Direct mail will likely continue to help stem the tide of the rush in demand. Figure A19 - Possible Distribution Methods of Marijuana in Canada Source: Dundee Capital Markets PHARMACIES / BIG RETAIL - Likely Medical and Later Recreational Pharmacies represent a natural channel Pharmacies represent a natural channel to dispense MMJ given their experience in dispensing more serious narcotics, while big retail chains (such as Shoppers Drug Mart / Loblaws) already have the infrastructure for controlled substances. Interestingly, pharmacists were originally supposed to be part of the new regulations in 2014, but wanted little to do with distributing MMJ when the MMPR began. The Canadian Pharmacists Association (CPhA) was hesitant its members would be prepared to oblige without proper provincial regulations in place, that the product didn't have adequate evidence for safety and efficacy, and the potential security risks would need to be considered. Flash forward to April 2016 when the CPhA updated its position statement on the matter saying "the best DUNDEE CAPITAL MARKETS Page | 67 Medical Marijuana Sector July 20, 2016 way to enhance patient safety, education, and appropriate access is through pharmacist dispensing and management of medical marijuana, while promoting the use of nonsmokeable products as opposed to smokeable forms." In May 2016 the Canadian Journal of Hospital Pharmacy published a survey that showed ~50% of Canadian hospital pharmacists who responded agreed that MMJ is safe and/or effective, yet there exists a large knowledge gap about how to prescribe since many of them work in institutions that don't have proper policies in place. Some pharmacists would need more published evidence to prescribe smoked cannabis, and may be more inclined to prescribe or dispense oil or extracts in a pill or capsule provided proper dosing regimens were outlined. Pharmacies in Canada used to distribute cigarettes Time to go back to the future? Changes to Ontario's pharmacy reimbursement structure ten years ago removed rebates paid to pharmacies, and for political reasons, marijuana may be a good time for the government to give back. Many forget that in Canada pharmacies represent the largest landlord for doctors, and adoption by pharmacies would likely help penetrate a physician market of 77,000 physicians across the country from the 7,000 10,000 currently prescribing today. National retail chains that used to distribute tobacco, a similarly controlled and taxed substance, are starting to throw their hats in the ring for recreational distribution of marijuana. Chains such as Loblaw's (which owns Shoppers) have come out in support of pharmacists being a reputable distribution point, but may also be setting the stage to participate in the rec market. Pharmacies used to be able to sell tobacco on the shelves just like any other product that can be found there today. Shoppers used to be owned by Imasco, a large tobacco company, and London Drugs, Safeway, and Walmart all stopped selling tobacco in Ontario in 1994. Other provinces enacted similar legislation over the next ten years but BC hasn't done so yet. Shoppers has more than 1,300 locations across Canada, and is rumoured to be in talks with suppliers about a generic brand that would be sold under the drugstore's own name. Retail or pharmacy chains might clip ~30% margin from the LPs selling wholesale to this channel, which is justified by the LP avoiding the cost of setting up the distribution network, and which may be made up for in volume later on. LCBO / Provincial Distributors - Likely Recreational Provincial liquor channels will likely have a play too, the tax implications are too tantalizing Provincial alcohol monopolies like the LCBO (Liquor Control Board of Ontario) represent channels for controlled substances but not all provinces have these structures in place. Ontario, Quebec, and British Columbia, three of the most populated provinces in Canada, all have provincial Crown corporations in place that monopolize most of the alcohol in their respective provinces. Since those organizations have the established distribution network for a controlled substance, they could be open to pilot trials in select locations. Certainly some politicians think these distribution channels are well suited for handling marijuana (e.g. Kathleen Wynne in Ontario), and tax revenue may have something to do with it. According to StatsCan, in 2009 Canada generated $4.6B in tax revenue from 'liquor profits' and $6.7B from 'remitted gaming profits'. Meanwhile, in Colorado's first year of marijuana legalization, the state generated US$70 MM in tax revenue from marijuana and only US$42 MM from alcohol. DUNDEE CAPITAL MARKETS Page | 68 Medical Marijuana Sector July 20, 2016 However, proper controls must be put in place to promote responsible consumption. Limits on the amount someone can purchase in one transaction or if they are even allowed to purchase alcohol at the same time should be considered. Some people are of the opinion the two substances shouldn't be sold in the same place because of the negative outcomes that could result from inexperienced users who think it's ok to mix consumption, while a June 2016 poll showed Ontario citizens aren't quite sold on the LCBO yet. DISPENSARIES - Might Have A Play In Rec, But Not All Will Make It Through Dispensary owners too easily forget most bootleggers didn't make it through alcohol prohibition Shop owners hope to stick around long enough to make it through to the legal market, but most too easily forget the hundreds of bootleggers that didn't during alcohol prohibition. The impending legalization of marijuana has sparked the proliferation of dispensaries across Canada. We believe a dispensary in Toronto or Vancouver can generate between $500k - $1 MM per month(!) in revenue selling a much wider array of products than are available through legal medical LPs operating under the MMPR. Simply put, many key opinion leaders tasked with establishing the legalization framework don't like dispensaries and the black market activity that goes on behind them. Dispensaries and compassion clubs have existed in Canada since 1996 Dispensaries or compassion clubs actually have a much longer history in Canada than many know; some of Vancouver's oldest compassion clubs have existed since 1997, and some in Toronto since 1996, that were providing 'access' or 'compassion' to patients that didn't have a legal means to acquire MMJ. Police often turned a blind eye because, as listed above in Figure A1, the evolution of the MMAR and subsequently the MMPR was largely driven by court decisions which led to patients acquiring MMJ through dispensaries. Confusion around the legal framework has caused municipalities such as Vancouver and Victoria to regulate or license these dispensaries, while Toronto has taken a less tolerant approach. Dispensaries are generally more ingrained in the culture out west which is likely part of the reason Vancouver took a more liberal approach. In Toronto, however, a much denser city, the cost of monitoring and licensing likely didn't make fiscal sense, thus the much publicized raids in May 2016. If perhaps, dispensaries were forced to acquire legal product from LPs, then we see a scenario where they could be allowed to stick around. A survey taken in the US showed the majority of cannabis users in states where legal dispensaries operate obtain cannabis through legal means, while just 17% rely on the black market. HOW DO LPS FIT INTO THESE DISTRIBUTION METHODS? As mentioned earlier, we believe that some of the next in line will apply to be licensed for only part, not all, of the value chain, and some strategies might depend on how distribution rolls out. We see some of the smaller LPs already starting this, and believe that this would be a sign of the industry advancing. The early days of the MMPR fostered LPs to become multi-faceted vertically integrated production operations; however, given the large head start some of the larger LPs have, we see the laggards positioning themselves to specialize in different parts of the value chain such as only growing or selling wholesale or only focusing on oils/R&D. Branding will be very important as the industry evolves. DUNDEE CAPITAL MARKETS Page | 69 Medical Marijuana Sector July 20, 2016 Figure A20 - How Might LPs Position Themselves Based on Distribution Methods Pharmacy Liqour Channel / Grocers Self Distribution / Dispensary Management Expertise Growing & Packaging Branding & Marketing Vertical Integration Brand Positioning Medical Recreational Both Unique Offering Volume Service & Brand Support Customer Experience Branding Importance Medium Physician Or Pharmacists Recommendations High More On-The-Shelf Competition High More On-The-Shelf Competition Capital Needed & Infrastructure Low Pharmacies Have Retail Network Established Low Liquor Channels Have Retail Network Established High Capex Costs For Retail Outlets Pricing & Margins Low Lower Pricing Power Due To Lower Capex Needs Medium Low Capex But Charging Retail Prices High Vertical Integration Commands Higher Pricing Volume Demand High Over 10,000 Pharmacies Across Canada High 5,000 Liquor Stores And 10,000 Grocery Stores Across Canada Medium Point Of Sale Limited To Number Of Locations Established R&D High Different Delivery Methods For Drugs And Devices Low More Likely To Start With Simple Products Available Today Medium Customers Will Be Drawn To Diverse Product Offerings Source: Dundee Capital Markets HOW DOES IT SHAKE OUT? Local Distribution Networks Evolve, Better Segmentation Of LPs Details from the federal government on a regulatory framework are expected in the next 612 months, and will determine what extent the LPs will be involved in the distribution and retail. We expect to see LPs position themselves differently to tailor to some or all of the distribution methods listed above and believe that this would be a sign of the industry advancing. Word of mouth, anecdotal and qualitative evidence amongst patients should cause acceleration of enrollment. Dominant producers will have advantages in technology and physical infrastructure. Consolidation & Shakeout, International Networks Are Established M&A will be important for big players looking to control greater market share as well as for smaller players that might not be fit to expand and serve a larger market, as we expect legalization in H1/18. As the cannabis market heads towards legalization and barriers to entry are lowered, today's LPs would benefit tremendously from having larger market share and brand recognition ahead of a much larger addressable market, and we're already starting to see the seeds of international networks planted already. We believe distribution will be driven by pharmacies in the medical market, then big retail for the recreational market Major Producers Evolve, Big Retail and Big Pharmacy Drive Distribution We believe distribution will be driven by Big Pharmacy in the medical market, and then by liquor chains and Big Retail for the recreational market. We believe only a portion of today's producers will be there when the industry gets to this stage, where a small number of producers control large portions or segments of the market. The producers may stay independent if they become large enough or may be owned by first mover distributors (big retail / pharmacy / alcohol). Both medical and recreational markets should have most of the rules and frameworks in place by this phase. DUNDEE CAPITAL MARKETS Page | 70 Medical Marijuana Sector July 20, 2016 Figure A21 - We Estimate The Rec Market Could Be Larger Than The Medical Market Others CGC CGC Others CGC MEDICAL Others MT MT OGI APH OGI OGI 2016 APH 2020 MT APH 2024 RECREATIONAL Bubble size is approximate market size in C$MM Source: Dundee Capital Markets Estimates WHAT IF LEGALIZATION DOESN'T HAPPEN? We believe the downside case is a medical only market in which 27 companies are competing for $2.0B - $3.0B The downside scenario is a medical-only market capable of $2.0B - $3.0B in sales per year, by our estimates, split between 4 or 5 major medical players assuming consolidation along the way. In that case, LPs would own the market having years of physician education and patient data under their belts. If there is relaxation of the rules surrounding dosage and concentration it would likely give LPs a head start in R&D. More extracted products and dosage forms, along with evidencebased research and prescription guidelines, would increase adoption amongst physicians and increase enrollment in the medical program. Clarity around the rules would likely invalidate dispensaries' excuses of providing access or "it's just going to be legal soon anyway", which could leave tens of thousands of patients currently not in the system to migrate over to legitimate LPs. A $2.0B market split 5 ways is $400 MM, which is a healthy amount of upside in an industry where the largest player is currently operating at only a $20 MM annual revenue run rate. This scenario further highlights our thesis why we prefer larger LPs with access to capital, low unit costs, strong revenue growth, expansion capability, and brand recognition. DUNDEE CAPITAL MARKETS Page | 71 Medical Marijuana Sector July 20, 2016 DUNDEE LP TRACKER Figure A22 - Dundee LP Tracker Company Mkt Cap ($MM) SL-C $48 1 ON Cultivation Only Hybrid Greenhouse 2 ON Cultivation & Sale Indoor ON Cultivation & Sale Production & Sale Indoor MT-T 4 ON Cultivation & Sale Production Only Greenhouse APH-T $125 5 AB Cultivation & Sale Production Only Indoor ACB-C $59 6 ON Sale Only Production Only Indoor (Importing) CGC-T Agripharm Public Co. Ticker Flower License 3 Oil License Facility Type Province Indoor Production & Sale (Production) 7 ON Cultivation & Sale 8 BC Cultivation & Sale 9 PEI Cultivation Only 10 BC Cultivation & Sale Production & Sale Indoor 11 SK Sale Only Sale Only Indoor 12 ON Cultivation & Sale Production Only Indoor 13 MB Cultivation & Sale 14 BC Cultivation & Sale 15 ON Cultivation Only 16 QC Cultivation & Sale 17 BC Cultivation Only Indoor 18 ON Cultivation Only Indoor 19 ON Cultivation & Sale Production Only Greenhouse 20 ON Cultivation & Sale Production Only Indoor Production Only CGC-T Indoor Indoor Indoor Production & Sale Indoor EMH-T $10 MJN-T $12 Indoor Production Only Greenhouse 21 Mettrum (BRN) ON Cultivation & Sale Production & Sale Indoor MT-T 22 Mettrum (BRS) ON Cultivation & Sale Production & Sale Indoor MT-T $91 23 NB Cultivation & Sale Production & Sale Indoor OGI-T $77 24 ON Cultivation & Sale Production & Sale Indoor 25 SK Cultivation Only Production Only Indoor 26 ON Cultivation & Sale 27 BC Cultivation Only Production Only Indoor THC-C $10 28 BC Cultivation & Sale Production & Sale Indoor 29 ON Cultivation & Sale Production & Sale Indoor CGC-T $284 30 ON Cultivation & Sale Production & Sale Greenhouse 31 BC Cultivation Only Indoor 32 ON Cultivation Only Indoor 33 BC Cultivation & Sale Greenhouse Production & Sale CGC-T MMJ-A $36 Indoor Total (unique) Public Co.'s 10 Source: Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 72 Medical Marijuana Sector July 20, 2016 Disclosures & Disclaimers This research report (as defined in IIROC Rule 3400) is issued and approved for distribution in Canada by Dundee Securities Ltd. 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Liquidity and volatility are measured using the following methodology: a) Price Test: All securities with a price <= $3.00 per share are considered high risk for the purpose of this test. b) Liquidity Test: This is a two-tiered calculation that looks at the market capitalization and trading volumes of a company. Smaller capitalization stocks (<$300MM) are assumed to have less liquidity, and are, therefore, more subject to DUNDEE CAPITAL MARKETS Page | 75 Medical Marijuana Sector July 20, 2016 price volatility. In order to avoid discriminating against smaller cap equities that have higher trading volumes, the risk rating will consider 12 month average trading volumes and if a company has traded >70% of its total shares outstanding it will be considered a liquid stock for the purpose of this test. c) Volatility Test: In this two step process, a stock’s volatility and beta are compared against the diversified equity benchmark. Canadian equities are compared against the TSX while U.S. equities are compared against the S&P 500. Generally, if the volatility of a stock is 20% greater than its benchmark and the beta of the stock is higher than its sector beta, then the security will be considered a high risk security. Otherwise, the security will be deemed to be a medium risk security. Periodically, the equity risk ratings will be compared to downside risk metrics such as Value at Risk and Semi-Variance and appropriate adjustments may be made. All models used for assessing risk incorporate some element of subjectivity. SECURITY ABBREVIATIONS: NVS (non-voting shares); RVS (restricted voting shares); RS (restricted shares); SVS (subordinate voting shares). Dundee Capital Markets Equity Research Ratings 77% 65% % of companies covered by Dundee Capital Markets in each rating category 66% 55% 44% % of companies within each rating category for which Dundee Capital Markets has provided investment banking services for a fee in the past 12 months. 35% 28% 33% 22% 15% 7% 9% 11% 0% Buy Neutral Sell As at June 30, 2016 Source: Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 76