Ritchies' Inverstor Brief

INVESTOR BRIEF

INTRODUCTI

ION

Ritchies is a multifaceted, versatile company – and so much more than simply auctions.

When talking about Ritchies’ accolades it is important to also discuss its development. Ritchies is a young company, not only in business style, but in the technical sense. The current iteration of Ritchies is a calculated reenvisioning of what an auction house should be. Auction houses tend to be monolithic and slow to adapt to change. Ritchies is a new type of auction house with a fresh, adaptive business strategy.

Ritchies made a conscious effort in its rejuvenated focus on vertical selling rather than horizontal. To be more specific: Ritchies’ focus is on extremely high-value items rather the traditional volume-based auction model. Ritchies sells significantly more per lot on average than its best domestic competitors and has substantially stronger and more reliable sources of high-value inventory.

Where Ritchies really shines is its partnerships. Ritchies has been able to keep expenses and upfront investments to a minimal by partnering with companies with in which we share synergy. Our partnerships have allowed us to gain substantial media exposure, produce extremely cost-effective catalogues and marketing, procure remarkably rare and important inventory and to acquire the esoteric skills necessary day-to-day at an auction house without the burden of extra full-time staff.

Looking to the future, Ritchies is preparing to apply our adaptive business model to a wider global audience, both through expansion and partnerships.

Ritchies is looking for an investor, both as a partner-advisor and a source of capital, to expedite our plans to branch out into categories that hold wide international appeal, but are not typically auction material.

Before introducing Ritchies’ investor requirements it is important to cover both its history and current operations.

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HISTORY The previous 10 years of Ritchies’ operation was a tumultuous ride. Sales ranged from $9 million up to $37 million. A large portion of Ritchies’ revenue during this period was income brought in through partnerships with Sotheby’s Canada, the Liquor Control Board of Ontario, and, as such was subject to special agreements about the distribution of profits.

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Additionally, Ritchies was, as many auction houses tend to be, substantially overburdened by expenses and debt. For example, of the $37 million generated in 2005, approximately $7 million of that was through the LCBO partnership and $15 million was through the Sotheby’s Canada partnership. The majority of the remaining $15 million being low value items sold at high volume, auction commissions generated anywhere from $1.5 million to $3 million. In 2005, Ritchies had approximately 25 full-time staff members, which quickly eroded any potential profits from the auction commissions. Additionally, Ritchies relied almost exclusively on extremely expensive print media for advertising.

Strong sales and extensive advertising of prior years increased awareness of the Ritchies brand.

From 2006 onward, Ritchies made a conscious effort to utilise more electronic advertising and embraced online auctions a novel, cost-effective method for disposing of low-value, high-volume goods with minimal man-hours or promotional costs. 2006 in particular was noteworthy for the dramatic fiscal turnaround at Ritchies. While Ritchies generated only $26 million in revenue that year, it increased its profits from the previous year thanks to leaner operations and committing more resources to embracing new technologies.

CURRENT PERFORMANCE During its first full year of implementing its new agile business model, Ritchies held less than 10 auctions in 2012, but generated nearly $7 million in sales with no more than five full-time staff, resulting in approximately $1.2 million in auction commission and in turn, significant profit.

Ritchies is currently in the midst of developing additional partnerships, both for sources of quality inventory and for the sale and dispersal of existing inventory. The partnership between Ritchies and Sotheby’s Canada was what pushed the Canadian art market from a $1 million dollar market in the 1970s to $40 - $50 million a year in the late 2000s. Our current success and previous successful history show the potential and importance of developing and sustaining fruitful partnerships.

Ritchies’ various partnerships and agreements, in addition to its outstanding brand recognition (in large part due to extensive media attention for many of our auctions), had led to the elevation of Ritchies as Canada’s premier auction house for important jewellery focusing on rare gems in particular.

Asian art, contemporary art and real estate are three areas in particular that Ritchies is currently positioning to be as strategically important as jewellery. Our most recent live Asian art auction, for example, set a record in Canada for a Chinese ceramic work of art, fetching $3.4 million for a single Qing Dynasty vase. Additionally, Ritchies set a domestic record for a house sold at auction in Canada when it hammered down a Toronto Bridle Path estate for $5 million dollars.

The management team at Ritchies are carefully selected veterans of not only the auction world, but of operating versatile, adaptable businesses of various categories. For example, Ritchies’ current president, Gordon Gothreau, has been consulting for numerous businesses for over a decade, including all of Canada’s major auction houses, during which time he helped bring a number of software companies to maturity. Our team understands auctions inside and out, including how to quickly and efficiently grow an auction house.

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FORWARD VISION There are a number of partnerships and ventures that Ritchies is ready to facilitate, but require an investment or investments to take these proceeding steps.

One of our largest potential partnerships is a firm agreement between Ritchies and Birks to provide Birks with $25 million worth of fine jewellery for all of its stores per year. Birks is eager to proceed, but Ritchies’ partnerships will only provide a finite amount of inventory on consignment; the rest of the inventory will need to be purchased from our partners and subsequently consigned to Birks.

Other partnerships in development involve acquiring fine contemporary art from various galleries and collectors. The contemporary art market has exploded internationally in recent years, with Sotheby’s alone selling $5.2 billion dollars in the past 5 years. There is an tremendously large supply of contemporary art in North America, within Toronto in particular, but most auction houses are afraid of tackle auction categories that aren’t already established.

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Ritchies will be conducting the first truly contemporary auction in Canada, not just as an afterthought, but as a core part of our business.

This department is expected to surpass even fine jewellery as Ritchies premier revenue generator within the next 1 - 3 years.

Ritchies is also developing partnerships with small and medium sized auction houses world wide to match our superior jewellery inventories to the partner auction houses’ client database.

This pairing of hard to get merchandise with hard to reach clients will create new, re-occuring auction events in cities all over the world.

Ritchies will be the master franchiser of its jewellery auction model providing a solid foundation for exponential growth. Every major city in the world has at least one major auctioneer that has an extensive database to match our inventory.

RITCHIES IN THE MEDIA “RARE WATCH FETCHES “THE BILLY JAMIESON COLLECTION: AUCTIONING $215,000 AT TORONTO OFF THE WILD THINGS IN AUCTION” TORONTO” Toronto Star, Nov. 13, 2011

“RARE CHINESE VASE SELLS FOR $3M AT TORONTO AUCTION” Toronto Sun, Nov. 26 2012

“DIAMOND AUCTIONED AT RECORD PRICE”

“TORONTO AUCTION FEATURES WATCH WORTH $300,000”

Toronto Star, Nov. 13, 2011

Toronto Star, Oct. 13, 2012

“50-CARAT “REVIVED RITCHIES DIAMOND SELLS HOPES TO SPARKLE 50-CARAT DIAMOND FOR $3.1M IN WITH GIANT GEM” SELLS FOR A SONG TORONTO” “$10 MILLION Globe and Mail, Nov.16 2012

“50-CARAT BLING: $10 MILLION DIAMOND UP FOR AUCTION IN TORONTO”

DIAMOND ON “REVIVED FROM BANKRUPTCY, SALE AT RACE RITCHIES AUCTIONEERS REACH CANADIAN UNPRECEDENTED HEIGHTS” AUCTION”

Toronto Star, Nov. 13, 2011

Toronto Star, Nov. 13, 2011

Toronto Star, Nov. 13, 2011

Toronto Star, Nov. 13, 2011

CityNews, Nov.14, 2011

CTV News, Oct 26, 2012

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“AS LONG AS YOU’RE GOING TO BE THINKING ANYWAY, THINK BIG” DONALD TRUMP