windfire capital - medical marijuana firm

Medical Marijuana

Corporate Presentation

November 2014

This presentation does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein. The sole purpose of this presentation, in paper or electronic form, is strictly for information.

Forward Looking Statement This presentation contains forward-looking statements and "forward-looking information" within the meaning of applicable Canadian securities legislation, including statements relating to business trends, Windfire Capital Corp. expectations with respect to the demand for its services and products, the Windfire Capital Corp.’s intention with respect to its business strategy and competition and changes in the competitive landscape. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward looking information reflects Windfire Capital Corp.’s current beliefs and is based on information currently available to Windfire Capital Corp. and on assumptions Windfire Capital Corp. believes are reasonable. These assumptions include, but are not limited to, the size and/or economics of the market, plans and intentions to increase market share, expand geographically and/or further develop product capabilities, the results of strategic initiatives, and the impact of competition. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Windfire Capital Corp. to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the stage of development of Windfire Capital Corp. and its projects, general business, economic, competitive, political and social uncertainties; changes in legislation, the corporate governance environment and regulatory reporting requirements for Windfire Capital Corp. clients, product capability and acceptance, actions from competitors, Windfire Capital Corp.’s ability to generate sufficient cash flow from operations to meet its current and future obligations, and Windfire Capital Corp.’s ability to access external sources of financing if required, and lack of qualified, skilled about and the loss of key individuals. Although Windfire Capital Corp. has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Windfire Capital Corp. does not undertake to update any forward-looking information, except in accordance with applicable securities laws. Also, please review the Ontario and USA disclaimer at end of the presentation. © 2014 Windfire Capital Corp. All rights reserved. Copyright. All materials displayed or otherwise accessible through this Presentation (collectively, "Content") are protected by copyright law, and are owned by Windfire Capital Corp. Corp. (“WIF”) and its licensors, or the party accredited as the provider of the Content. Except as granted in the limited license herein, any use of the Content, including modification, transmission, presentation, distribution, republication, or other exploitation of the Presentation or of its Content, whether in whole or in part, is prohibited without the express prior written consent of WIF. 2 www.windfirecapital.com

About Windfire Capital Corp.

• Windfire Capital Corp. (“Windfire”) is publicly traded company on the TSX Venture Exchange, TSX.V ("WIF"), and the company is led by an experienced management team comprised of public market professionals and skilled operational people from the Medical Marijuana industry.

• Windfire has received conditional approval to list on Canadian Securities Exchange (CSE) as a Life Science issuer and subsequently delist from the TSX.V.

• Windfire has executed definitive agreement with Rosebud Productions Inc., (“Rosebud”) located in Richmond, British Columbia. Rosebud has submitted an application to Health Canada to become a LP of Medical Marijuana under the new MMPR.

• Windfire sees this agreement with Rosebud as being the first step in becoming a multi licensed producer. On that basis, Windfire continues to search for other related opportunities in the Medical Marijuana industry and looks forward to becoming a leading producer of the highest quality Medical Marijuana.

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About Rosebud Productions Inc.

Rosebud, a private company incorporated under the laws of British Columbia.

Rosebud has an application pending with Health Canada for the newly implemented MMPR license. Once the application is approved Rosebud expects to be producing Medical Marijuana by next spring.

The Rosebud team consists of seasoned industry personnel with experience in all aspects of Medical Marijuana production including cultivation, facility design and construction.

Incoming Windfire board member Gary Quo Vadis and partner Jesse McConnell are the founders and controlling shareholders of Rosebud.

Gary Quo Vadis currently holds a licence under the MMAR regulations.

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The Opportunity

Government of Canada is both exiting the production business and eliminating the practice of allowing nearly 30,000 home growers.

Marijuana* for Medical Purposes Regulations legislation from Health Canada has defined a commercial supply chain.

The Canadian Association of Chiefs of Police has been working closely with Health Canada to ensure these regulations address public safety considerations.

Medical marijuana grew from under 500 prescriptions in 2002 to more than 28,000 in 2012 and is expected to reach 40,000 in 2014.

A recent Health Canada survey indicates ~2.0% of Canadians believe they are eligible to use medicinal marijuana, compared to 0.08% of the population currently benefiting from use.

2.0% participation is consistent with other jurisdictions where access requirements have been relaxed (i.e. Colorado).


In June 2013, the Government of Canada published the new Marijuana for Medical Purposes Regulations (“MMPR”) replacing the existing marijuana Medical Access Program (“MMAR”) that was introduced in 2001

In 2001, there were 500 authorized users of medicinal marijuana in Canada, today there are 35,000+

MMPR Regulations

MMPR (2013)

Required specialist consultation and prescription including 20-page application form Licensed commercial producers Regulated quality control standards Physical security regulations and enforcement Detailed record keeping and audit from seed to end product Ability to purchase directly from Health Canada


Investment Highlights

Proven Management Experienced operational

cultivation team Application submitted to

Health Canada

Superior Growth Strategy

Strong growth predicted industry wide.


How the MMPR Process Works

Patients obtain a prescription from a medical doctor for medicinal marijuana with a Health Canada prescription number.

To purchase the medicinal marijuana, patients must provide their original prescription to a commercial producer.

Authorized patients then select a commercial producer to fill and ship their prescription. No advertising is permitted under new MMPR

regulations. Patients will select a vendor from Health Canada’s website, medical practitioner or brand awareness.

Prescription are shipped directly from the producer’s facility to the patient using a bonded courier.


The Market

The present market is estimated at 37,000 patients. According to Health Canada, the current licenses translate to about 3.5

million plants. If each of those 3.5 million plants contributed an average of 56 grams that

equates to $1.4 billion at an average price of $7.15. This number does not include the recreational user who buys on the black market.

Health Canada anticipates by 2024 there will be more than 450,000 people using marijuana for medical reasons, creating billions in annual sales.

A majority of people in Canada believe marijuana should be readily available for those who want to use it.

A recent Angus Reid Public Opinion poll has found: – In the online survey of representative national samples, a majority of Canadians (57%) and

Americans (54%) support the legalization of marijuana. – Most respondents in each Canadian region back the legalization of cannabis, including 64

per cent of Atlantic Canadians and 60 per cent of British Columbians.


Review of Potential Market

The number of prescription users in Canada is expected to grow tenfold over the next ten years.

Health Canada has issued 23 licenses to date.

Estimates indicate 37,000 patients will use an average of 2 grams per day equating to 27,010 kg and will grow to 270,100 kg over the next ten years.

Recently released Liberal Party of Canada research indicates 3 million users in Canada equating to a six billion dollar market place.


Financial Projections


2015 2016 2017 2018 2019

Revenue $2,939,650 $7,055,160 $10,317,150 $16,126,080 $26,210,328

Net Income $917,522 $3,653,911 $5,760,732 $9,734,278 $16,767,606

New Equity Investment $3,500,000 $1,500,000 $1,500,00

Cash From Operations $995,424 $3,848,406 $5,995,199 $10,077,907 $17,096,338

Total Assets $4,897,230 $10,160,618 $17,508,278 $27,441,095 $44,382,900

Total Equity $4,850,932 $10,004,843 $17,265,575 $26,999,852 $43,767,458

Earnings per Share (assume 45.5M) $0.02 $0.08 $0.13 $0.21 $0.37

Return on Equity 18.9% 36.5% 33.4% 36.1% 38.3%

Return on Revenue 31.2% 51.8% 55.8% 60.4% 64.0%

Financials Projections Summary – Year Ending December 31, 2015-2019

Revenue & Income Growth 5YR


2015 2016 2017 2018 2019Revenue $2,939,650 $7,055,160 $10,317,150 $16,126,080 $26,210,328Net Income $917,522 $3,653,911 $5,760,732 $9,734,278 $16,767,606

Revenue & Income Growth

Review of Competition

Industry experts expect high margins as prices initially range from $5-$20 per gram while production costs are expected to be $1-$2 per gram.

Operating expenses will include capital expenditures, production, sales & marketing, and security.

Successful companies will be those that can demonstrate the ability to manufacture, deliver, and scale quickly.

Producers will have to have experienced cultivation and horticulture specialists, careful quality control and security measures, and thorough record keeping procedures to satisfy Health Canada


The Acquisition – Rosebud

Pursuant to the terms of the share exchange agreement signed July 15, 2014, the total purchase price, $5 million for Rosebud.

Windfire will make an advance payment of $250,000 dollars to Rosebud on exchange approval.

A 2nd cash payment of $750,000 will be made to Rosebud on conformation that Health Canada has issued a permit to build the cultivation / production facility.

A 3rd cash payment of $1,000,000 dollars will be made to Rosebud on Health Canada granting the MMPR license to operate.

A final payment of $3,000,000 dollars in shares will be paid in two tranches over two years based on performance criteria.


Technical Team

Cindy Chow, B.Sc. in Food, Nutrition, and Health – Quality Assurance / Safety Manager Miss Chow has over 8 years’ experience in the food industry specializing in Quality

Assurance, Regulatory Affairs, HPLC, Research and Development and Internal Auditing Solid understanding of GFSI recognized schemes with internal audit experience against

BRC and FSSC 22000 standards and ISO 9001:2008 standards Extensive knowledge of CFIA/FDA regulations and labelling of various RTE products Experienced in HACCP, GMP, GLP, and Pre-requisite Programs Outstanding trouble-shooting, problem solving, and time management skills with the

ability to work effectively in a team based environment or independently Dean Laidlow – Chief Technical Advisor Mr. Laidlow has consulted both domestically and internationally in the Medical

Marijuana Industry for many years during which time he has developed a vast pool of contacts.

Dean has supervised numerous medical marijuana facilities on a day to day basis resulting in an intimate understanding of all operational aspects of commercial medical marijuana growing facilities. Additionally, he has designed and been instrumental in the construction phase of numerous growing facilities.


Technical Team Cont’d. Victor Lam – Head Grower Mr. Lam as head grower has managed all activities related to growing with

Rosebud. Mr. Lam has knowledge of large scale commercial plant cultivation including

nutrient requirements, mediums, light requirements, temperature control, and air flow.

Has experience managing a large-scale warehouse with 100 thousand watt grow lights.

Manages plant scheduling and organization to precisely project all garden needs on a daily, weekly, and monthly basis to keep garden green and expenses low.

Responsible for Cataloging and analyzing each individual strain from clone to flower to harvesting.

Working knowledge in container systems with soil and hydro as well as understanding temperature and humidity manipulation.

Develop and/or maintain grow warehouse protocols and nutrient regiment. Oversee work force of 10 employees.


Facility Build Out

The cost of the facility is estimated to be $500,000. This cost includes, upgrading the fire suppression system, adding 4,200 sq. ft. of mezzanine area, purchasing panel wall system, upgrading the electrical systems and installing a state of the art security system including a vault.

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Projects ($000) Costs

Vault $50

Mezzanine build out $125

Wall paneling system $90

Fire suppression system $40

Security system $30

Inventory management & POS system $15

Lights, Co2 system, ventilation $150

Total Capital Expenditure $500

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Management & Board

Clive Massey – President & Chief Executive Officer and Director Mr. Massey was previously the President and Chief Executive Officer of Universal

Uranium Inc. from 2005 to 2007. From 2005 to 2007, Mr. Massey worked for several successful public companies including Lumina Copper Corp., which was purchased by Teck Cominco Ltd. in 2008. Mr. Massey has held management or investor relations positions with Inca Pacific, Greystar Resources, Marafill Mines, Everett Resources Ltd. and The North Air Group of Companies.

Brian Morrison, BComm – Chief Financial Officer and Director Mr. Morrison received a bachelor of commerce degree from the University of

Northern British Columbia in 2004, and completed the Canadian securities course in 2006. From January, 2005, to May, 2008, Mr. Morrison was an account manager with Computershare Investor Services Inc., an international full-service financial services, corporate trust and stock transfer company, and since June, 2008, he has been a self-employed consultant working in the area of public company administration. Mr. Morrison currently serves and has previously served as a director or as chief financial officer of various publicly traded issuers.


Management & Board Cont’d.

Robert C. Harrison – Director Mr. Harrison has spent 35 years as an executive in branding, marketing and

General Management and after having attained the position of Senior Vice President and General Manager of William Neilson Ltd. Mr. Harrison went on to build several other very successful brands and was responsible for acquiring the licenses and launching both Haagen Dazs and Ben & Jerry's Ice Cream in Canada. Mr. Harrison has consulted for many Fortune 500 companies including Heinz, Nabisco, Nestle and Slim Fast. He has an extensive corporate background in product branding, licensing, manufacturing and the food processing industry. Mr. Harrison is currently President of Global Garden Group of Vancouver, B.C., which is a dairy-free natural food beverage. He was also responsible for engaging and securing the license in Canada for Cadbury and Weight Watchers and in raising in excess of $30 million for plant construction and operational deployment. His extensive back ground includes, numerous debt and equity financings, reverse take overs and the creation of a business strategy that has resulted in business growth in excess of 50% year over year.


Management & Board Cont’d.

Gary Quo Vadis, BBA – Director Mr. Quo Vadis has a diverse business background that includes start-up businesses

and or buying existing businesses over the last 25 years. Gary is the founding partner of Rosebud Productions, a Medical Marijuana Company applicant under MMPR and he is also a partner in Whistler Medical Marijuana Corporation, one of only 13 licensed producers under Health Canada MMPR. Gary also holds a medical marijuana license under the MMAR. Gary’s strengths are in business development and identifying opportunities for business growth. Gary has a strong skill set in developing business relationships whether both domestically and internationally. Gary’s education includes a Bachelor of Business Administration from the University of Regina with a major in marketing. Through Gary’s experience and education, he has developed strong analytical skills.

Robert Hall, BEd – Director Mr. Hall brings over 10 years’ experience in management in both public and private

companies to Windfire Capital Corp. He is active as a director and officer of multiple Canadian reporting issuers. Mr. Hall is formally educated with a Bachelor of Education from the University of British Columbia.


OFFERING SIZE: A maximum of $600,000

Financing – Terms

Each Unit consists of one Common Share (“Share”) and one-half (1/2) transferable Warrant (“Warrant”).

Each Whole Warrant shall entitle the holder to purchase an additional Common Share for $0.25, and is exercisable for a period of 24 months from the distribution date.


OFFERING: A maximum of 4,000,000 units ( “Unit”), will be offered through a combined Brokered and non Brokered private placement.

OFFERING PRICE: $0.15 per Unit

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Share Structure

Share Structure

Issued & Outstanding 25,535,355

Warrants 6,006,000

Options 2,250,000

Fully Diluted 33,791,355

As of July 20, 2014


Contact Information


For further information, please contact:

Clive Massey – President & CEO (604) 669-2191 O (604) 644-6794 C [email protected] Brian Morrison – CFO & Director (604) 669-2191 O (604) 312-6910 C [email protected]

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mailto:[email protected]

mailto:[email protected]

Disclaimer Ontario The following statutory rights of action for damages or rescission will only apply to a purchase of securities of the Company in the event that this presentation is deemed to be an offering memorandum pursuant to securities law applicable in the Province of Ontario. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable provisions of Ontario securities law. Purchasers should refer to such applicable securities legislation for the complete text of these rights or consult with a legal adviser. Where used in this section, "misrepresentation" means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Ontario securities law provides that when an offering memorandum is delivered to an investor to whom securities are distributed in reliance upon the "accredited investor" prospectus exemption provided in Section 2.3 of National Instrument 45-106 (the "Accredited Investor Exemption"), the right of action described below is applicable, unless the prospective purchaser is: (a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under Section 473(1) of that Act; (b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction in Canada; (c) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada); (d) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or (e) a subsidiary of any person referred to in paragraphs (a), (b), (c) or (d), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary. Where an offering memorandum that contains a misrepresentation is delivered in connection with a trade made in reliance on the Accredited Investor Exemption or certain other exemptions available under Ontario securities law, a purchaser who purchases a security offered by the offering memorandum during the period of distribution will have, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action for damages against the issuer and a selling security holder on whose behalf the distribution was made or, while still the owner of securities against the issuer or selling security holder on whose behalf the distribution was made for rescission. If the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages. The right of action will be exercisable by the purchaser only if the purchaser commences the action, in the case of any action for rescission, not more than 180 days after the date of the transaction that gave rise to the cause of action and in the case of any action, other than an action for rescission, before the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action. A defendant will not be liable for a misrepresentation if it proves that the purchaser purchased the securities with knowledge of the misrepresentation. In an action for damages, the defendant shall not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon. In no case shall the amount recoverable for the misrepresentation that exceeds the price at which the securities were offered.

United States This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein or during the presentation will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in the United States in reliance upon an exemption from registration under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), for an offer and sale of securities that does not involve a public offering, and the offer and sale of the securities will be conditioned on the receipt of representations, warranties and agreements of prospective purchasers to establish that exemption. Any securities described in this document have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.


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