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July 2019 Hemp: Industrial scale solutions for industrial scale growth Corporate Presentation PARAGON CONFIDENTIAL PROCESSING Filling the void in hemp processing TOLLING | STORAGE | EXTRACTION | MANUFACTURING | REMEDIATION


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SLIDE 1

PARAGON

PROCESSING

Corporate Presentation CONFIDENTIAL

Hemp: Industrial scale solutions for industrial scale growth

July 2019

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SLIDE 2

Filling the void in hemp processing

TOLLING | STORAGE | EXTRACTION | MANUFACTURING | REMEDIATION WHITE LABELING | CBN /CBG /T-FREE | ISOLATE

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Disclaimer

3 This documentation is a presentation (the “Presentation”) of general background information about Paragon Processing LLC, (“Paragon”) activities current as of July 31, 2019. It is information in a summary form and does not purport to be
  • complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. These should be considered, with or
without professional advice, when deciding if an investment is appropriate. Paragon is a start-up, private company with no prior operating history and no historical financial statements. Paragon has very limited unencumbered assets and may not be successful in obtaining the necessary financing to successfully launch and operate a viable business. The information contained in this Presentation is derived solely from management of Paragon and otherwise publicly available third party information and does not purport to be all-inclusive or to contain all the information that an investor may desire to have in evaluating whether or not to make an investment in Paragon. The third party information has not been independently verified. No person has been authorized to give any information or make any representations other than those contained in this Presentation and, if given and/or made, such information or representations must not be relied upon as having been so authorized. The information and opinions contained in this Presentation are provided as at the date of this Presentation. The contents of this Presentation are not to be construed as legal, financial or tax advice. Each prospective investor should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. Forward-Looking Statements. Certain statements in this Presentation may constitute forward-looking statements, including future-oriented financial information and financial outlooks, within the meaning of applicable securities laws. Forward looking statements may relate to Paragon’s future outlook and anticipated events or results and may include statements regarding Paragon’s financial results, future financial position, expected growth of cash flows, business strategy, budgets, projected costs, projected capital expenditures, taxes, plans, objectives, potential synergies, industry trends, construction schedules, construction budgets, and growth opportunities. Often but not always, forward-looking information can be identified by the use of words such as “anticipate”, “believe”, “expect”, “project”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “might”, “target”, “planned” and other similar expressions or variations (including negative variations) of such words and phrases. Forward-looking statements contained in this Presentation is based on certain assumptions regarding expected growth, results of operations, performance, industry trends and growth opportunities. While management considers these assumptions to be reasonable, based on information available, they may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Paragon to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving hemp processing; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the hemp processing industry in USA generally, income tax and regulatory matters; the ability of Paragon to implement its business strategies; including facility, expansion, within budget and on the schedule currently anticipated; competition; currency and interest rate fluctuations, and the other risks common for a business such as Paragon’s. The foregoing factors are not intended to be exhaustive. Although Paragon has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date hereof and Paragon and its directors, officers and employees disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. All forward-looking information is expressly qualified in its entirety by this cautionary statement. Forward-looking information and other information contained herein concerning management’s general expectations concerning the hemp processing industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge
  • f this industry which management believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any
misstatements regarding any industry data presented herein, industry data is subject to change based on various factors. This Presentation may not be reproduced, further distributed or published in whole or in part by any other person. Neither this Presentation nor any copy of it may be taken or transmitted into or distributed in any other jurisdiction which prohibits the same except in compliance with applicable laws. Any failure to comply with this restriction may constitute a violation of applicable securities law. Recipients are required to inform themselves of, and comply with, all such restrictions or prohibitions and Paragon does not accept liability to any person in relation thereto. All dollar figures are expressed in U.S. dollars, unless stated otherwise
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Significant Increase in US Hemp Production

4

78,176

acres(1)

125,000

acres(2)

2019

US estimated hemp production

Production will continue to struggle to keep up with increasing demand for consistent processors

2018

US hemp production

(1) Vote Hemp, www.votehemp.com (2) Weedmaps, (February 3, 2019). Report: U.S. Grew 78,000 Acres of Hemp in 2018, Tripling 2017 Output, https://news.weedmaps.com/2019/02/report-u-s-grew-78000-acres-of-hemp-in-2018- tripling-2017-output/
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SLIDE 5

High-Growth Market Opportunity

5

All hemp produced will need processing, manufacturing, and storage

US$22

Hemp Industry by 2022(2)

billion

(1) Subramaniam, Vanmala. (Dec. 6, 2018). 'Financial cascade': How the U.S. farm bill could unleash a multi-billion dollar CBD business overnight. Financial Post. https://business.financialpost.com/cannabis/financial-cascade-how-the-u-s-farm-bill-could-unleash- the-multi-billion-dollar-hemp-business-overnight (2) The Brightfield Group (Sept. 13 ,2018) (3) Giammona, Craig. (Dec. 19, 2018). Trendy hemp compound CBD set for big boost from U.S. farm bill. Bloomberg News. www.bnnbloomberg.ca/trendy-hemp-compound-cbd-set-for-big-boost-from-u-s-farm-bill-1.1185746 (3) (1) All dollar figures are expressed in U.S. dollars, unless stated otherwise
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An increasing number of product opportunities

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Sports recovery drinks

More and more retailers are adding CBD infused products to meet consumer demand

Energy drinks Snack foods Natural health foods Cosmetics Topical creams

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SLIDE 7

In an industry facing growth in CBD, size matters

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Establishing Industrial Scale Hemp Processing Operations

8 (1) Management assumptions, assuming input biomass CBD potency of 10% and Paragon operating at full capacity for 20 hours per day, 350 days per year. Please see “Forward Looking Statements.”

Planned Annual Biomass Processing Capacity(1) Planned Annual Compliant Distillate Production Capacity(1)

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Cultivating a big opportunity in CBD

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REVENUE US$530.9MM (Year 1 )(1) EBIDTA $329.2MM 62.0% (Year 1)(1)

Paragon At A Glance

10

1ST MOVER ADVANTAGE Scaled processing solutions to meet demand driven by growing hemp production SCALABILITY Rapid ability to expand in North America 5 strategic locations identified and queued for expansion International expansion

  • pportunities

DIFFERENTIATOR

  • Equipment
  • Size/scale
  • Services
  • End products
  • Management

CASH FLOW Contracts queued DEMAND/ CAPACITY Ability to supply growing demand through industrial scale

  • perations &

aggressive expansions SERVICES Offering full spectrum of services for hemp industry Seed to Sale

All dollar figures are expressed in U.S. dollars, unless stated otherwise

FINANCIALS

(1) Management assumptions, assuming input biomass CBD potency of 10% and Paragon operating at full capacity for 20 hours per day, 350 days per year. Please see “Forward Looking Statements.”

INDUSTRY LEADING PLANNED PROCESSING CAPACITY(1) Processing up to 8,572,889 kg per year at full capacity

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Core Competencies

11
  • Storage preparation (testing /

packaging)

  • Temperature controlled storage
  • Capacity to store >50MM lbs of

biomass (pelletized)

  • Identifying top breeders such as HGH

Seeds and CHF, LLC (increase CBD% /

  • utput)
  • Biomass testing performed when taken

into inventory and at each stage of the process

  • Mobile processing units deployed to

farms (100,000 lbs / month)(1) FARM STORAGE

  • Biomass to Winterized Crude
  • Crude to Distillate
  • Crude or Distillate to Isolate (CBD, CBN, CBG, T-

Free)

  • Remediation of THC from Crude, Distillate, or

Isolate

  • Private and/or White Labeling Assistance with

scope, formulation, and implementation PROCESSING/ TOLLING

  • Sales –product distribution channels for end

products

  • Lab Testing – exclusive agreement for

independent 3rd party testing

  • Robust industry data and business intelligence
  • Consulting - taking products from conception,

to formulation, to commercialization ANCILLARY SERVICES

(1) 4 Units currently under construction for 2019 harvest and additional 6 units in queue for 2019 / 2020I
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Current Operations – Colorado

12 (1) Output is on the basis of full capacity (2) Extraction capacity will increase with 2nd installation of additional larger unit in 3 months

Operation Capacity Extraction ~1,000lbs/hour(1)(2) Distillation ~200L/hour(1) Chromatography ~200L/hour(1) Storage capacity >50MM lbs (biomass) 250,000 ft² facility located on 40 acres

  • Largest “ozonater” in North America (eradicates

molds/contaminants from biomass and food products)

  • Industrial oven (edible products etc.)
  • Packaging equipment
  • Mobile Units (processing/distillate) deployable to farms
  • Third party laboratory (exclusivity agreement for testing)
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SLIDE 13

Mobile Farm Units

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  • Mobile Units capable of processing to distillate on-site

at the farm, each unit up to 100,000 lbs per month

  • Easily deployed throughout North America
  • 4 Units currently under construction for 2019 harvest

and additional 6 units in queue for 2019 / 2020

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SLIDE 14

Storage

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  • Storage racks capacity to hold 24,489 bulk bags

(super sacks)

  • Utilizing various methods for processing and storage,

material and bags will weigh between 400 lbs (milled) to 2,000 lbs (pelletized)

  • Storage capacity approximately up to 50MM lbs

depending on storage preparation

>50

million lbs storage capacity(1)

(1) Pelletized biomass
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Master Supplier / Service Agreements

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  • Paragon has identified many potential clients in need of

hemp services and products, in addition to clients already requesting Paragon’s processing services and

  • products. Clients include product

formulators/manufacturers (health and beauty, nutraceutical, as well as specialty tobacco distributors) and farmers

100L – 30,000L

Monthly production/supply request ranges per client

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Financial Highlights

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Select Financial Highlights Year 1 Revenue(1)(2) US$530,982,632 EBITDA(2) US$329,211,879 EBITDA Margin(2) 62.0%

(1) Combination of compliant distillate and isolate sold through service agreements and supply agreements (2) Management assumptions, assuming input biomass CBD potency of 10% and Paragon operating at full capacity for 20 hours per day, 350 days per year. Please see “Forward Looking Statements.” All dollar figures are expressed in U.S. dollars, unless stated otherwise

Year 1 Revenue Breakdown by Product

Isolate Market Price Range US$3,800 to US$5,000/kg Compliant Distillate Market Price Range US$4,800 to US$5,800/L

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SLIDE 17

Future Expansion

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Expansion opportunities in Europe, India & Australia 5 locations identified in the US and in queue for further expansion in 2019 & 2020

California Oregon Montana Kentucky Colorado

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Operation Management - Paragon

Ron Brewer

Vice-President, Founder Ron brings 20 years experience building highly specialized construction projects, including Fort Knox, and Wright Patterson Air Force, among
  • ther large projects within the USA.
He has managed over $100 million in contracts with skills to organize, deploy, and manage large-scale projects on time and within budget.

Scott Clark

Business Development, Founder Scott has experience owning and operating businesses in the construction and hospitality industry, and is a co-owner in what is considered to be one of the largest canna campuses in the USA.

Matt Evans

Co-President, Founder With both industry and non- industry experience, including involvement in managing All Cities Construction, Matt currently sits on the board of Martra Holdings – a 300+ acre multiple cannabis campus, with manufacturing and retail licenses.

Tim Chan

Co-President, Founder Tim brings tremendous value, commencing with R&D in 2017 where he focused on industry-scale equipment in hemp and cannabis. He then created and operated the largest and most efficient machinery available in the hemp space; and through his company, Superior Flow, Inc., he has successfully designed USA’s first large- scale industrial extraction machinery. Working in the entertainment industry has given Tim the
  • pportunity to connect celebrities with the
hemp/cannabis space and gain exposure using worldwide media. Tim is also the Chief Executive Officer and part
  • wner of Love the Tree Farm, a cannabis
endeavor based in Adelanto, California.

Bill O’Connor

Senior Data Analyst, Founder Bill has implemented his extensive knowledge in agricultural operations and cutting-edge agricultural technologies for the past 20 years. He was the Marketing Director for Odorchem Manufacturing, the leading odor neutralizing company in the world catering to the cannabis
  • industry. Bill also serves as Chief Analytics
Advisor to Freedom Farms of America.

Lillian Sedeghat

Director of Business & Legal Affairs, Founder With a juris doctorate from Pepperdine Law School, Lillian began her legal career in private practice focused on entertainment and real estate law. Lillian is also a Real Estate Broker, with experience in both commercial and residential, and extensive experience with legal formalities and business development. 18
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Pubco - Key Executives and Directors

Matt Evans

COO, Director (See previous page)

Tim Chan

Chairman of the Board (See previous page)

Lillian Sedeghat

Director (See previous page)

Teresa Cherry

CFO & Secretary Teresa is the Chief Financial Officer of several junior public companies that trade on the TSX Venture Exchange, NEX, and the Canadian Securities Exchange. She has over 10 years’ experience assisting public companies with financial reporting in the exploration, development, and production stages. Teresa is a member of the Chartered Professional Accountants of British Columbia (CPA, CGA).

Stephen Watts

Audit Committee Chairman, Director Stephen has over 25 years’ experience advising various companies on corporate finance in a diverse range of industries including: oil and gas, mining and exploration, construction, and manufacturing. Stephen holds positions on the Board of Directors for several large, private companies, and is a Member of the Institute of Chartered Accountants in Australia and a Fellow Member of the Taxation Institute of Australia.

Keturah Nathe

President & CEO, Director Keturah brings 11 years’ experience at both public and private companies in various industries including: mineral exploration and development, oil and gas, technology, agriculture, and property development. Her experience includes corporate and regulatory compliance, structuring and execution of debt and equity financings, corporate strategy, identifying and evaluating acquisition targets and due diligence reviews, industry/market research/valuations, and contract negotiations.

Christopher Cherry

Director Christopher has extensive corporate experience and has held senior level positions for several public companies including: Director, Chief Financial Officer, and Secretary. He has been a Chartered Accountant since February 2009, and a Certified General Accountant since 2004. In his former experience as an auditor, he held positions with KPMG and Davidson and Co. LLP in Vancouver, where he gained experience as an auditor for junior public companies, and as an IPO specialist. 19
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Pro Forma Capitalization & Ownership Summary

20

Holder Shares % American Biofuels Inc. - PubCo 9,866,220 9.1% Non-Brokered Financing Shares(2)(3) 5,000,000 4.6% Non-Brokered Financing Warrants(2)(4) 2,500,00 2.3% Paragon Processing: Performance Earn Out Shares(5)(6) 84,949,829 78.2% Finder’s Fee: Performance Earn Out Shares(5)(6)(7) 6,371,237 5.9% Fully Diluted Post-Merger & Fully Earned Out Earned Out 108,687,286 100.0% Capitalization Ownership Summary(1) Share Price (Financing Conversion Price) C$4.00 Fully Diluted Shares Outstanding(1)(2)(3) 108,687,286 Fully Diluted Market Capitalization C$434.7MM Cash(2) C$20.0MM Debt

  • Enterprise Value

C$414.7MM

(1) Fully-diluted share outstanding consisting of Subordinate Voting Shares, assuming conversion of all Proportionate Voting Shares to Subordinate Voting Shares and all Performance Earn Out Shares released from escrow (2) Assuming closing of non-brokered C$20MM convertible debenture unit offering (3) Assuming conversion of all convertible debentures issued pursuant to the non-brokered offering at C$4.00 (4) Assuming exercise of warrants issued pursuant to the non-brokered offering (5) Escrowed Proportionate Voting Shares, subject to Performance Earn Out on an annual basis of one share released per US$100 of EBITDA (6) Each Proportionate Voting Share shall be convertible into 100 Subordinate Voting Shares (7) Payable to Simco Services Inc.
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SLIDE 21

Investment Summary

21

RIGHT TIME, RIGHT SPACE SIZE MATTERS One of North America’s largest processor 1ST MOVER ADVANTAGE Opportunity to lead the market as America’s only seed to sale hemp processing solution provider SCALABILITY Ready to expand in 5 new markets and internationally 62.7% EBITDA margin in year

  • ne

HIGH MARGINS

Investment Summary

Explosive growth in hemp-based products; already larger than vitamin E (US$309MM)(1), and will soon overtake Omega-3 (US$1.2B) (1)

All dollar figures are expressed in U.S. dollars, unless stated otherwise (1) Nutrition Business Journal. Supplement Business Report 2018.
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Purchaser’s Rights of Action

The non-brokered offering of convertible debenture units contemplated in this Presentation will be conducted by American Biofuels Financial Corp. (the “Company”), which is party to a business combination agreement (the “Combination Agreement”) with Paragon and American Biofuels Inc. (“ABS”). The Combination Agreement contemplates a series of transactions whereby the Company will amalgamate with ABS, and ABS will acquire Paragon and thereafter will indirectly own and operate the business of Paragon. However, the Combination Agreement is subject to a number of conditions, and there is no certainty that the transactions contemplated therein will be completed. The following summary of the statutory rights of action for damages or rescission will apply to a Canadian purchaser of securities of the Company in the event that the foregoing Presentation is deemed to be an offering memorandum pursuant to securities legislation in the applicable province or territory of Canada in connection with the sale of securities. 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 securities legislation. Purchasers should refer to the applicable securities legislation for the complete text of these rights or consult with a legal advisor. 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. The rights of action discussed below are in addition to and without derogation from any other rights or remedies available at law to the purchaser of securities. Ontario Purchasers In the event that the foregoing Presentation contains a misrepresentation, a purchaser of securities in Ontario who purchases securities offered by the foregoing Presentation during the period of distribution has, without regard to whether the purchaser relied upon the misrepresentation, a right of action for damages against the Company or, alternatively, while still the owner of any securities purchased by that purchaser, for rescission provided that: (i) if the purchaser exercises its right of rescission, it shall cease to have a right of action for damages as against the Company; (ii) the Company will not be liable if it provides that the purchaser purchased the securities with knowledge of the misrepresentation; (iii) the Company will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and (iv) in no case shall the amount recoverable in an action for damages exceed the price at which the securities were offered. No action shall be commenced to enforce these rights more than: (i) in the case of an action for rescission, 180 days after the purchase of the securities; or (ii) in the case of any action, other than an action for rescission, the earlier of: (A) 180 days after the date that the purchaser first had knowledge of the facts giving rise to the cause of action; or (B) three years after the purchase of the securities. The Company will not be liable for a misrepresentation in forward-looking information if the Company proves that the foregoing Presentation contains, proximate to that information: (i) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and (ii) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and if the Company had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information. Saskatchewan Purchasers If the foregoing Presentation, or any amendment thereto, or any advertising or sales literature used in connection therewith contains a misrepresentation and is sent or delivered to a purchaser of securities, every purchaser of securities resident in Saskatchewan without regard to whether the purchasers relied on the misrepresentation, if it was a misrepresentation at the time of purchase, and will have a right of action, in addition to any other rights they may have at law, for damages against: (i) the Company; (ii) every promoter and director of the Company at the time the foregoing Presentation, or any amendment thereto, was sent or delivered or at the time the advertising or sales literature was disseminated, as the case may be; (iii) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions, or statements that have been made by them in the foregoing Presentation, or any amendment thereto; (iv) every person or company that signed the foregoing Presentation or any amendments thereto; and (v) every person or company that sells securities on behalf of the Company under the foregoing Presentation or amendment thereto, or in respect of which the advertising or sales literature was disseminated at the time the advertising or sales literature was disseminated, as the case may be. Alternatively, where the purchaser purchased securities from the Company, the purchaser may elect to exercise a right of rescission against the Company, and, when the purchaser so elections, the purchaser shall have no right of action for damages against the Company. No person or company, other than the Company, will be liable: (i) if the person or company proves that the foregoing Presentation, or any advertising, or sales literature was sent or delivered, or disseminated, as the case may be, to the purchaser without the person’s or company’s knowledge or consent, and that, on becoming aware that it was sent and delivered or disseminated, the person or company immediately gave reasonable general notice that it was so sent and delivered or disseminated; (ii) if the person or company proves that after filing of the foregoing Presentation or any amendments thereto, or after the dissemination of the advertising or sales literature, and before the purchase of the securities by the purchaser, on or becoming aware of any misrepresentations, the person or company withdrew the person’s or company’s consent to the foregoing Presentation, or to the advertising or sales literature and gave reasonable general notice of the withdrawal and the reason for it; or (iii) for any part of the foregoing Presentation, or any amendment thereto, or any advertising or sales literature not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or (ii) believed there had been a
  • misrepresentation. Not all defences upon with the Company or others may rely are described herein. Please refer to the full text of The Securities Act, 1988 (Saskatchewan) for a complete listing. In addition, where an individual makes a verbal statement to a prospective purchaser that
contains a misrepresentation relating to the securities and the verbal statement is made either before or contemporaneously with the purchase of the securities, without regard to whether the purchases relied on the misrepresentation if it was a misrepresentation at the time of purchase and the purchaser has a right of action for damages against the individual who made the verbal statement. No such individual will be liable if: (i) that individual can establish that he or she cannot reasonably be expected to have known that his or her statement contained a misrepresentation (this defence is also available to every person or company that sells securities on behalf of the Company where there is a misrepresentation in the advertising or sales literature used in connection with the offering of securities under the foregoing Presentation); or (ii) prior to the purchase of the securities by the purchaser, that individual notified the purchaser that the individual’s statement contained a misrepresentation. Neither the Company nor any other person or company referred to above will be liable, whether for misrepresentations in the foregoing Presentation, advertising or sales literature or in verbal statement:(i) if the Company or such promoter, person or company provides that the purchaser purchased securities with knowledge of the misrepresentation; (ii) in an action for damages, for all or any portion of the damages that the Company or such promoter, director, person or company provides do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon. In no case will the amount recoverable by a purchaser for a misrepresentation in the foregoing Presentation, advertising and sales literature, or a verbal statement exceed the price at which securities were sold to the purchaser. In Saskatchewan, no action may be commenced to enforce a right of action for rescission or damages unless the right is exercised: (i) in the case of an action for rescission, no later than 180 days after the date the purchaser purchased the securities; and (ii) in the case of any action, other than an action for rescission, no later than the earlier of (A) one (1) year after the purchaser had knowledge of the facts giving rise to the cause of action or (B) six (6) years after the date the purchaser purchased the securities. New Brunswick Purchasers If the foregoing Presentation or any amendment thereto or any information relation to the offering provided to the purchaser of securities thereto or any advertising or sales literature in connection therewith contains a misrepresentation, every purchaser of securities resident in New Brunswick purchasing securities pursuant to the foregoing Presentation shall be deemed to have relied on the representation, if it was a misrepresentation at the time of purchase, and will have a right of action, in addition to any other rights they may have at law, for damages against (i) the Company, (ii) every director of the Company at the date of the foregoing Presentation or every promoter or director of the Company or selling security holder at the time the advertising or sales literature was disseminated, as the case may be, or (iii) every person who signed the foregoing Presentation. Alternatively, the purchaser may elect to exercise a right of rescission against the Company, in which case the purchaser shall have no right of action for damages against the Company. In addition, if advertising or sales literature is relied upon by a purchaser in connection with a purchase of securities, the purchaser shall also have a right of action for damages against every person who at the time the advertising or sales literature was disseminated, sells securities on behalf of the Company with respect to which the advertising or sales literature was disseminated. Neither the Company nor any other person referred to above will be liable, whether for misrepresentations in the foregoing Presentation, any advertising or sales literature or in a verbal statement: (i) if the Company or such other person proves that the purchaser purchased securities with knowledge of the misrepresentation; (ii) in an action for damages, for all or any portion of the damages that the Company or such other person proves do not represent the depreciation in value of securities as a result of the misrepresentation relied
  • n. In no case will the amount recoverable by a purchaser exceed the price at which securities were offered to the purchaser. In New Brunswick, no action may be commenced to enforce such right of action unless the right is exercised: (i) in the case of an action for rescission, no later
than 180 days after the date the purchaser purchased the securities; and (ii) in the case of any action, other than an action for rescission, no later than the earlier of (A) one (1) year after the purchaser first had knowledge of the facts giving rise to the cause of action or (B) six (6) years after the date the purchaser purchased the securities.

America’s Largest Hemp Processor 22

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SLIDE 23

Purchaser’s Rights of Action

Nova Scotia Purchasers If the foregoing Presentation or any amendment thereto or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) contains a misrepresentation (meaning an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary in order to make any statement contained herein not misleading in light of the circumstances in which it was made), any purchaser to whom the foregoing Presentation is sent or delivered who purchases securities referred to herein shall be deemed to have relied on the misrepresentation, if it was a misrepresentation at the time of purchase, and has a right of action, in addition to any other rights they may have at law, for damages against (i) the Company, (ii) every director of the Company at the date of the foregoing Presentation, and (iii) every person who signed the foregoing Presentation, but may elect (while still the owner of any of the securities that they purchased) to exercise a right of rescission against the Company, in which case he or she shall have no right of action for damages against the Company, such directors
  • r such persons. Neither the Company nor any other person or company will be liable if the Company or such person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation. No person or company, other than the Company, will be
liable: (i) if the person or company proves that the foregoing Presentation was sent or delivered to the purchaser without the person’s or company’s knowledge or consent, and that, on becoming aware of its delivery, the person or company promptly gave reasonable general notice that it was delivered without the person’s or company’s knowledge and consent; (ii) if the person or company proves that after delivery of the foregoing Presentation, and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation, the person or company withdrew the person’s or company’s consent to the foregoing Presentation and gave reasonable general notice of the withdrawal and the reason for it; (iii) with respect to any part of the foregoing Presentation purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation, or (B) the relevant part of the foregoing Presentation did not fairly represent the position of the expert or was not a fair copy; or (iv) with respect to any part of the foregoing Presentation not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless such person or company (A) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation, or (B) believed there had been a misrepresentation. In an action for damages, neither the Company nor any other person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of securities as a result of the misrepresentation relied upon. In no case shall the amount recoverable under the right of action described herein exceed the price at which the securities were sold to the purchaser. No action shall be commenced to enforce these rights more than 120 days after the date on which payment was made for the securities. Newfoundland and Labrador Purchasers In the event that the foregoing Presentation and any amendment thereto contains a misrepresentation, an investor to whom the foregoing Presentation was delivered and who purchases securities offered under it will be considered to have relied on the misrepresentation, if it was a misrepresentation on the date of investment, and will have, subject as hereinafter provided, a right of action for damages against (i) the Company, (ii) every director of the Company at the date of the foregoing Presentation, and (iii) every person or company who signed the foregoing Presentation, and a right of action for rescission against the Company. Where the purchaser elects to exercise a right of rescission against the Company, the purchaser shall have no right of action for damages. Neither the Company nor any other person or company will be liable if the Company or such person or company proves that the purchaser purchased securities with knowledge of the misrepresentation. No person or company, other than the Company, will be liable: (i) where the person or company proves that the foregoing Presentation was sent to the purchaser without the person’s or company’s knowledge or consent, and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the Company that it was sent without the person’s or company’s knowledge and consent; (ii) if the person or company proves that, on becoming aware of the misrepresentation, the person or company withdrew the person’s or company’s consent to the foregoing Presentation and gave reasonable notice to the Company of the withdrawal and the reason for it; (iii) with respect to any part of the foregoing Presentation purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation, or (B) the relevant part of the foregoing Presentation did not fairly represent the position of the expert or was not a fair copy; or (iv) with respect to any part of the foregoing Presentation not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless such person or company (A) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (B) believed there had been a
  • misrepresentation. In an action for damages, neither the Company not any other person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of securities as a result of the misrepresentation relied upon. In no case shall
the amount recoverable under the right of action described herein exceed the price at which securities were offered in the foregoing Presentation. No action shall be commenced to enforce a right of action unless such action is commenced: (i) in the case of an action for rescission, not later than 180 days from the date the purchaser purchased the securities; or (ii) in the case of an action for damages, not later than 180 days after the person had knowledge of the facts giving rise to the cause of action or in any other case not later than three (3) years from the date the purchaser purchased the securities. Manitoba Purchasers In the event the foregoing Presentation contains a misrepresentation, every purchaser of securities, resident in Manitoba shall be deemed to have relied on the representation if it was a misrepresentation at the time of purchase and has a right of action for damages against: (i) the Company; (ii) every director of the Company at the date of the Presentation; and (iii) every person or company who signed the Presentation. Alternatively, the purchaser may elect to exercise a right of rescission against the Company, and, when the purchaser so elects, the purchaser shall have no right of action for damages. Neither the Company nor any person referred to above will be liable for misrepresentations in the foregoing Presentation if the Company or the person proves that the purchaser purchased securities with knowledge of the misrepresentation. No person or company, other than the Company will be liable: (i) if the person or company proves that the foregoing Presentation was sent to the purchaser without the person’s or company’s knowledge or consent, and that, after becoming aware that it was sent, the person or company promptly gave reasonable notice to the Company that it was sent without the person or company’s knowledge and consent; (ii) if the person or company proves that, after becoming aware of the misrepresentation, the person or company withdrew the person’s or company’s consent to the foregoing Presentation and gave reasonable notice to the Company of the withdrawal and the reason for it; (iii) with respect to any part of the foregoing Presentation purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation, or (B) the relevant part of the foregoing Presentation did not fairly represent the position of the expert or was not a fair copy;
  • r (iv) with respect to any part of the foregoing Presentation not purporting to be made on an expert’s authority and not purporting to be a copy of, or an extract from, an expert’s report, opinion or statement, unless the person or company (A) did not conduct an investigation sufficient to
provide reasonable grounds for a belief that there had been no misrepresentation, or (B) believed there had been a misrepresentation. In an action for damages, the Company, any director of the Company and any person or company who signed the foregoing Presentation is not liable for all or any portion of the damages that they prove does not represent the depreciation in value of the securities as a result of the misrepresentation relied on. In no case will the amount recoverable by a purchaser for a misrepresentation in the foregoing Presentation exceed the price at which securities were offered under the foregoing Presentation. In Manitoba, no action shall be commenced to enforce these rights more than: (i) 180 days after the date the purchaser purchased the securities or received the foregoing Presentation containing the misrepresentation, in the case of an action for rescission; or (ii) the earlier of (A) 180 days after the day that the purchaser first had knowledge of the facts giving rise to the cause of action, or (B) two years after the date the purchaser purchased the securities, in any other case. Purchasers Resident in Alberta, British Columbia and Quebec By purchasing securities in the Company, purchasers in Alberta, British Columbia and Quebec are not entitled to the statutory rights described above in consideration of their purchase of the securities and upon the Company’s acceptance of the purchaser’s subscription agreement in respect thereof, will be granted a contractual right of action from damages or rescission that is substantially the same as the statutory right of action, if any, provided to residents of Ontario who purchase the securities. General The foregoing summaries are subject to the express provisions of the applicable securities law of each jurisdiction, and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions. The rights of action described herein and in addition to and without derogation from any other right or remedy that the purchaser may have at law.

America’s Largest Hemp Processor 23

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PARAGON

PROCESSING

Keturah Nathe, President & CEO (604) 718-2800 ext. 312