We’d rather use this space to tell you more about our awesome plan to revolutionize the cannabis space and our incredible business model, but our lawyers asked us to do this instead. So, make them happy by reading this while we get back to doing what we do best; growing a cannabis. This corporate presentation is not a prospectus, offering memorandum or an advertisement and is being provided for information purposes only and does not constitute or form part of, and should not be construed as, an offer or invitation to sell or any solicitation of any offer to purchase or subscribe for any securities of the Company in any jurisdiction. The contents of this corporate presentation have not been approved or disapproved by any securities commission or regulatory authority in Canada, the United States or any other jurisdiction and should not be relied on or act as an inducement to enter into any agreement in relation to any securities of the Company. All purchasers of securities will be required to execute a subscription agreement (and other applicable documents required therein) and this corporate presentation is qualified in its entirety by such subscription agreement. The securities discussed herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state, nor is such registration or qualification contemplated. Securities may only be offered to and purchased by
accredited investors (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act), and then only without registration under the U.S. Securities Act and any applicable state securities laws in reliance on the exemption from the registration requirement of the U.S. Securities Act provided by Rule 506(b) of Regulation D under the U.S. Securities Act and exemptions from applicable state securities laws. The securities discussed herein are being sold subject to significant restrictions on transferability and resale. The securities discussed herein may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from registration is available. All purchasers of securities will be required to execute a subscription agreement, which will contain representations, warranties, covenants and acknowledgments of the purchasers required by the relevant regulatory authorities and the Company to establish the availability of the relevant exemptions and to ensure compliance with applicable securities laws. This presentation is qualified in its entirety by reference to such subscription agreement. This presentation is provided for informational purposes only as of the date hereof, is not complete, and may not contain certain material information about the Company, including important disclosures relating to the terms of an investment, risk factors associated with an investment in the Company, and fees and expenses.
In making an investment decision, prospective investors must rely on their own examination of the Company and the terms of this offering, including the merits and risks involved. Prospective investors should not construe the contents of this presentation as legal, tax, investment, or accounting advice by the Company or any of its
directors, officers, shareholders, agents, employees, or advisors. Each party who reviews this presentation must make its own independent assessment of the Company after making such examination, and each prospective investor should consult with its own advisors for legal, tax, regulatory, financial, and accounting consequences, including the merits and the risks involved in any investment in the Company. In particular, any estimates or projections or opinions contained herein necessarily involve significant elements of subjective judgment, analysis, and assumption, and each recipient should satisfy itself in relation to such matters. Investment is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity that are characteristic of an investment in an unlisted company.
Certain information contained in this presentation has been prepared by third-party sources. This presentation has not been independently verified, and the information contained within may be subject to updating, revision, verification and further amendment. While the information contained herein has been prepared in good faith, except as otherwise provided for herein, neither the Company, its directors, officers, shareholders, agents, employees or advisors give, have given or have authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in this presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers, and liability therefor is expressly disclaimed. Except as may be required by applicable law, in furnishing this presentation, the Company does not undertake or agree to any obligation to update this
presentation or to correct any inaccuracies in, or omissions from, this presentation which may become apparent.
This Presentation contains certain forward-looking statements or forward-looking information under applicable securities legislation (“forward-looking information”). This information relates to future events or future performance of the Company. Forward-looking information are statements that are not historical facts and are often, but not always, identified using words or phrases such as “anticipate”, “intend”, “estimate”, “expect”, “may”, “likely”, “project”, “could”, “can”, “will” and other similar expressions. In particular, but without limiting the foregoing, this Presentation contains forward-looking information pertaining to, among other things: the terms of the transactions described in this Presentation; the Company’s proposed offering of Units; the Company projects including, without limitation, the completion, development and location thereof; estimated valuations and cash flows; the growth of the Company’s marketing team; timing and value of future dividends; the timing and execution of the Company’s business plans and strategies; and the sources and uses of capital. Such forward looking statements or information are used in this Presentation for the purpose of providing information about management’s current expectations and plans relating to the future development of the Company’s business. This Presentation also contains future-oriented financial information and financial outlook information (collectively, “FOFI”) [including, but not limited to, prospective revenue, gross profit, gross margin, cost of goods sold, net income, cash flow available for distribution, and EBIDTA, all of which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in these disclaimers. Readers
are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.
The presentation and its contents are confidential. Information contained in this presentation is the property of the Company. It is made available strictly for informational purposes and should not be unduly relied upon. Purchasers should refer to the offering documents (e.g., term sheet, prospectus, or similar document) for more reliable information concerning the Company and its securities. Information concerning the assets and operations of the Company included in this presentation has been prepared in accordance with Canadian standards and is not comparable in all respects to similar information for United States companies. In addition, some financial information included in this presentation has been prepared in Canadian dollars and is subject to applicable Canadian generally accepted accounting principles (which are currently International Financial Reporting Standards) and Canadian auditing and auditor independence standards, which differ in certain material respects from United States generally accepted accounting principles and United States auditing and auditor independence standards.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
