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Corporate Presentation

August 2019 1


Disclaimer

These materials have been prepared for informational purposes only and are subject to the confidentiality agreement between youand Cronin Capital Corp (“Cronin”). Cronin does not make any express or implied representation or warranty as to the accuracy orcompleteness of the information contained herein or made available in connection with any further investigation of the Company.Cronin expressly disclaim any and all liability which may be based on such information, errors therein or omission therefrom.

The estimates, projections and forecasts included herein have been prepared by management, are based on interpretations bymanagement of existing circumstances and factual information, are only predictions and involve significant elements of subjectivejudgment and analysis (which may or may not be correct) and substantial uncertainties. Such estimates, projections and forecastsshould not be relied upon as indicative of current value or as a guarantee of future results herein and shall not be relied upon as apromise or representation.

You shall be entitled to rely solely on the representations and warranties made to you by the Company in any final definitiveagreement (subject to such limitations and restrictions as may be contained therein).

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Page

Agenda

Executive Summary 4

The Cronin Capital Team 21

Select Transactions 15

Cronin Investment Thesis 10

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Executive SummaryCronin Focus

Cronin is a resource focused merchant banking groupbased in Vancouver, British Columbia

Our highly skilled, vertically integrated team ofprofessionals seek opportunities and transactions wherewe can deploy capital and industry expertise

Our intelligent early stage capital brings experience anddetermination to the table to support success with targetreturns of >3x

Where others see risk we see opportunity

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Executive SummaryCronin Expertise

Our goal is to deliver solutions and outcomes for our clients that exceed expectations and createabove average value

Quantitative outcomes achieved after completion of transaction

▪ Valuation performance of the business / asset post transaction

▪ Efficiency of business practises:

▪ Reduction of time to first production

▪ Increase in revenue and profitability

Qualitative outcomes achieved after completion of transaction

▪ Professional opinion of target management team and funding partners

▪ Transaction research and selection process

▪ Repeat or ongoing engagement with client

▪ Repeat engagement of funding partners

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Intelligent internal and

external sources of

capital

Source quality assets using

our established global

networks

Executive SummaryCronin Strategy Disciplined, Intelligent, Insight

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Employ consistent strategy of structuring and due diligence


Executive SummaryCorporate Structure

Cronin Investments

Cronin Services100% Equity Stake

Royalty Streams

Cronin Energy PartnersEnergy Portfolio100% Equity Stake*

Ridge Royalty CorpHolding Company100% Equity Stake*

Cronin Capital100% Equity Stake

Back Office Management

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Merchant / Investment Banking

Cronin Midstream50% Equity Stake*

Public Company Portfolio

Non-Core and Confidential

Denali Forest Products

47.5% Equity Stake*

Industrial Minerals52% Equity Stake*

Vanadium Iron Corp.19% Equity Stake*

* Includes Employee / Consultant Equity Stake

Hexa Resources7.8% Equity Stake*


Executive SummaryBusiness Streams

Merchant Banking▪ Utilise our deep corporate development

expertise and networks to

▪ Develop corporate structures to house assets that set companies up for success

▪ Restructure existing companies to improve efficiency and attractiveness for prospective investors

• Provide and source intelligent, strategic capital that will promote the long term success of the business

▪ Create and source exclusive use of clean shells

▪ Utilise extensive networks in North America, Europe, Arab Emirates and Australia to manage the listing process

Investment Banking▪ Analyse global projects and company

balance sheets to

▪ Determine appropriate level of capital required for ongoing business practise and transformational M&A

▪ Advise on the efficient use of equity, debt and hybrid products

▪ Analyse current and expected market trends to

▪ Provide existing debt and equity holders of companies with accurate valuations

▪ Determine alternative short, medium and longer term financing solutions

▪ Work in conjunction with a company’s existing advisors to facilitate knowledge share leading to higher probability of company success

Back Office Management▪ Provide tailored back office support

across various professions including

▪ Full cycle Accounting

▪ CFO Services

▪ Corporate Secretary

▪ Compliance documentation

▪ Continuous disclosure

▪ SEDAR and SEDI filings

▪ Transaction management and support

▪ Provide Geological analysis of data for use in company reports, regulatory filings and or investment decision making

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Executive Summary 4


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Count of Total Transaction Value ($USDmm, Historical rate)

Sum of Total Transaction Value ($USDmm, Historical rate)

Cronin Investment ThesisCurrent Market Dynamics

Despite the reduction inrecent years of naturalresource IPO activity in Q12019, M&A activity andparticularly transaction valuehas gained momentum givenactivity lead by global miningmajors

Source: Forecast Prices – Capital IQ. Ignores transactions with undisclosed values

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Cronin Investment ThesisCurrent Market Dynamics (Con’t)

Source: Forecast Prices - World Bank

Cronin anticipates the USD will depreciate against the major currencies, which in general, will bepositive for commodity prices and lead to a higher level of corporate actions in short-medium term.

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Coal

Oil

Commodity Cronin Views

OilNorth America

▪ Forecast WTI range USD$60-USD$65/bbl across 2019/2020

▪ US onshore growth set to slow from 2020 following sharp increases in Q4 2018 (2.4mb/d) and expected 1.6 mb/d across 2019.

▪ Demand remains robust despite a slowdown in global growth. China consumptions continues to hit new records MoM

▪ Risks are broadly balanced and primarily geopolitically based – Iran waivers, Libyan & Venezuela conflicts coupled with environmental policy –International Maritime Organisation

Natural Gas Excluding North America

▪ Forecast LNG range (Japan) USD$7-USD$8/mmbtu across 2019/2020

▪ Low levels of inventory caused temporary price spikes in 2018

▪ Demand expected to lift given environmental benefits compared with other energy sources (coal)

▪ Global expansion of long-distance gas trade via LNG tankers will cause price differentials between different locations to shrink

Coal ▪ Forecast range (Australian Met Coal) USD$90-USD$95/tonne across 2019/2020

▪ Advanced economies continue to reduce demand for coal in favor of natural gas

▪ Seaborne pricing affected by China’s decision to curb imports from Australia

▪ Risks skewed to downside primarily from potentially slower global growth and environmental policies aimed at reducing air pollution in China and India

Natural Gas


Commodity Cronin Views

Gold ▪ Forecast range USD$1,300-USD$1,400/oz across 2019/2020▪ Prices action stronger due to demand in jewelry (USD depreciation against

CNY) and fall in long-term real interest rates▪ Emerging market central banks, particularly China, India, Russia and Turkey

have increased gold holdings to diversify asset base▪ Upside risks with the aforementioned themes to continue

Bauxite ▪ Forecast range USD$35-USD$40/tonne across 2019/2020▪ Growth in supply will be sufficient to meet consumption issues felt in 2018

with large projects coming online in key producers Guinea & Australia as well as ramp up in India & Indonesia

▪ Current bauxite (aluminum) market ramp up is similar to that seen in iron ore (steel) some years ago and comfortable with global consumption growth forecasts of 6.9% pa through 2030

▪ Downside risks evident should global growth slow dramatically as a result of geopolitical events (ie US x China tariffs)

Iron Ore ▪ Forecast range USD$70-USD$75/tonne across 2019/2020▪ Recent spike in price primarily due to supply disruptions in Brazil and

Australia and not a longer term trend▪ Seaborne iron ore demand outlook negative with peak steel reached in

China and India long product▪ Market is moving toward balance with the downside risk being renewed

tightening of environmental policies in China

Source: Forecast Prices - World Bank

Gold

Cronin Investment ThesisCurrent Market Dynamics (Con’t)

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Iron Ore

Gold


Cronin Investment Thesis Deal & Investment Criteria

Our continued growth comes from understanding and excelling in our core market

▪ Natural Resource Sector (Explorer, Producer or Servicer)

▪ Early to mid stage project or company

▪ Undervalued / forgotten assets

We are agnostic to global position of project and funding sources however acknowledge our core understanding in North American assets and networks is key to our ability to add value

We look to take positions in the transactions to both ensure sufficient risk capital is available prior to undertaking the required capital transaction and also that our goals are aligned with all parties

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Executive Summary 4

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Natural Resources

International Capital Markets

Public Micro-Cap Market Listings

Cronin Relevant Deal ExperienceCronin has extensive transaction experience at the intersection of natural resources, international capital markets, and public micro-cap market listings

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CroninEnergyCorp.


Bauxite Project – Guinea▪ Leading the financing and structuring negotiations for large, exploration stage bauxite

company▪ Secured buyout from European shipping and secured infrastructure and capital

package of USD16m▪ Expected advisory capacity for 24 month period post close▪ Further

Oil Streaming Project – USA▪ Seed financing and M&A negotiations for onshore, conventional oil play▪ Initial GBP3m raise for IPO to be followed by M&A financing round of USD50m

expected▪ Put together strong, experienced management team to negotiate streaming

terms on attractive producing assets in key basins

Iron/Titanium Project – Canada▪ Leading the financing, structuring and M&A negotiations for exploration stage

Vanadium Iron project▪ Initial USD5m raise for IPO to be followed by USD20m to develop the project to

production phase▪ Put together strong, experienced management team to transition fragmented

assets to efficient, multi-faceted listed company

CroninEnergyCorp.

Significant Transaction Experience in the Natural Resources SectorCurrent representative deals

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Gemstone Project – Canada

▪ Led financing, structuring, M&A and placed management team

▪ Founded shell company with CAD500k raise

▪ Merged to form Hexa Resources Limited

▪ Recently completed CAD20m equity raise

▪ Go public advisory

Rock Quarry Project – Canada▪ Led distressed project acquisition and seed financing▪ Ongoing restructuring▪ Series A financing CAD2.5m and asset restructuring▪ Positioned to build a diversified industrial minerals business

Significant Transaction Experience in the Natural Resources SectorHistorical representative deals (Con’t)

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Oil exploration and production project – USA▪ Lead the financing and structuring negotiations for a Kazakh based conventional

oil company▪ Introduce North American based Non-Executive Directors, Marketing Platform

and Investor relations team▪ Raise initial CAD2m with CAD20m to follow in or to grow company’s asset base


Minerals - $21,000,000

Energy - $12,000,000

Timber and Agriculture – No active investments

Financial – $3,000,000

Cronin Office


Cronin Capital Global FootprintRobust global experience – Current active portfolio

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Investment Thesis 10

Executive Summary 4

Page


Kyler Hardy CEO

15 years experience in the global resource sector –Operations, advisory, venture capital and private equity

Experience includes founding and growing Cronin Investments, CSM Corp, Equitas Resources and UTM Exploration

The combination of hands on field experience, entrepreneurship and corporate management form a dynamic knowledge base

Dave Robinson, BBA, CPA, CACFO

Accomplished accounting and management professional.

Compliance, portfolio management, audit and tax

Previous experience includes senior analyst at Telus Pension Fund and manager at MNP LLP

Holds the CA, CPA designations

The Cronin Capital TeamSeasoned management

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Ryan KuhnVP Corporate Finance15+ years of investment banking experience – M&A, corporate finance, private equity, and venture capitalRaised over $5 billion in aggregate M&A and financing transaction value and has worked with JPMorgan, Cambridge Capital, World Fuel Service and Oxbow CarbonHolds a degree in applied economics and business management from Cornell University

The Cronin Capital Team (Con’t)Supported by a disciplined and thoughtful team of investment professionals

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Tyler LowesVP Corporate DevelopmentAccomplished capital markets professional – Marketing, strategy, venture capital and business developmentOverseen the corporate development function for various private and public companies within the resource sector which has given him a significant knowledge and network base

Kyle Hookey, CFAAssociate8 years experience in capital markets advising private clients Managed Equity and debt portfolios, corporate deal transactions and broad asset allocation mandates.Previous experience includes Goldman Sachs JBWere and Euroz SecuritiesA CFA charter holder and completed majors in Commerce and International Business Economics from University of Western Australia

Mas KobuchiRetail Sales & Capital Markets

Mas has worked in investor relations and corporate development roles for over 10 years. Primarily, he has built marketing campaigns for listed resource companies on the TSX and CSE and integrated them with capital raising for both early and late stage businesses.

Rory Kutluoglu P.GeoVP Technical Services

Rory is a professional geologist with over a decade of mineral exploration experience and executive management roles in North America and Europe companies. Designed and executed multiple exploration programs and managed comprehensive environmental baseline and feasibility study programs. Rory is a Fellow of the Society of Economic Geologists.

Colin RobsonInstitutional Sales & Capital Markets

Colin has over 13 years of capital markets experience across corporate development and institutional sales. He has led the growth of numerous shell corporations and both private and public micro-cap through a variety of financing strategies, predominantly in the resources sector.


890-1140 West Pender St.Vancouver, BC V6E 4G1Canada

+1-604-428-9480

[email protected]

Contact Information

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corporate presentation - cronincapital.ca · executive summary cronin focus cronin is a resource...

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