PARAGON
PROCESSINGCorporate Presentation CONFIDENTIAL
Hemp: Industrial scale solutions for industrial scale growth
July 2019
for industrial scale growth Corporate Presentation PARAGON - - PowerPoint PPT Presentation
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
PARAGON
PROCESSINGCorporate Presentation CONFIDENTIAL
July 2019
TOLLING | STORAGE | EXTRACTION | MANUFACTURING | REMEDIATION WHITE LABELING | CBN /CBG /T-FREE | ISOLATE
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 beSignificant Increase in US Hemp Production
478,176
acres(1)
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/High-Growth Market Opportunity
5All hemp produced will need processing, manufacturing, and storage
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 otherwiseSports 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
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)
REVENUE US$530.9MM (Year 1 )(1) EBIDTA $329.2MM 62.0% (Year 1)(1)
Paragon At A Glance
101ST 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
DIFFERENTIATOR
CASH FLOW Contracts queued DEMAND/ CAPACITY Ability to supply growing demand through industrial scale
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 otherwiseFINANCIALS
(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
Core Competencies
11packaging)
biomass (pelletized)
Seeds and CHF, LLC (increase CBD% /
into inventory and at each stage of the process
farms (100,000 lbs / month)(1) FARM STORAGE
Free)
Isolate
scope, formulation, and implementation PROCESSING/ TOLLING
products
independent 3rd party testing
to formulation, to commercialization ANCILLARY SERVICES
(1) 4 Units currently under construction for 2019 harvest and additional 6 units in queue for 2019 / 2020ICurrent 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 monthsOperation 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
molds/contaminants from biomass and food products)
Mobile Farm Units
13at the farm, each unit up to 100,000 lbs per month
and additional 6 units in queue for 2019 / 2020
Storage
14(super sacks)
material and bags will weigh between 400 lbs (milled) to 2,000 lbs (pelletized)
depending on storage preparation
million lbs storage capacity(1)
(1) Pelletized biomassMaster Supplier / Service Agreements
15hemp services and products, in addition to clients already requesting Paragon’s processing services and
formulators/manufacturers (health and beauty, nutraceutical, as well as specialty tobacco distributors) and farmers
Monthly production/supply request ranges per client
Financial Highlights
16Select 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 otherwiseYear 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
Future Expansion
17Expansion 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
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, amongScott 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 theBill 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 cannabisLillian 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. 18Pubco - 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. 19Pro Forma Capitalization & Ownership Summary
20Holder 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
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.Investment Summary
21RIGHT 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
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.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 aAmerica’s Largest Hemp Processor 22
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 directorsAmerica’s Largest Hemp Processor 23
PROCESSING
Keturah Nathe, President & CEO (604) 718-2800 ext. 312