MagneticNorth Acquisition Corp. Creating Value by Adding Capital and - - PowerPoint PPT Presentation

MagneticNorth Acquisition Corp.

Creating Value by Adding Capital and Active Management from Investment through to Exit

Safe Harbor: This presentation may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor

• provisions. Accordingly, actual results or events may differ materially from those anticipated.

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

CONFIDENTIAL ANDPROPRIETARY

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Since 2013, MagneticNorth Acquisition Corp. (“MagneticNorth”) has been in the business of actively working with companies that have various needs, including capital and management. MagneticNorth (TSXV: MNC) common shares are listed on the TSXV, and the Company is pursuing a listing of its Preferred Shares. Our expertise is finding and improving companies that are close to cash flow positive, lacking some management capability and have growth

• potential. By applying our depth of knowledge, management expertise,

and capital we enhance the value of each company.

M C N

Our History and Go Public Transaction

MagneticNorth extends beyond just evaluating deal flow. Our process includes an intimate understanding of the opportunities for the potential investee companies prior to any commitment of capital.

A

Our Philosophy:

“Capital alone does not solve business problems – People do.”

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Historically, Venture Capital / Private Equity (“VC/PE”) groups were very profitable when they applied experienced management AND capital.

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VC/PE’s today are focused on money management, not business management and as a result are producing onlyaverage returns.

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The current VC/PE model has decreased in value due to:

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Trying to solve problems by throwing capital at issues rather than experienced senior management;

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Management fees are expected rather than performance based;

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T

• o much money under management;

and,

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T

• o many investee companies

PROFITABLE RETURNS Why We Exist

Our Business

MagneticNorth Acquisition Corp.

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Investment Strategy

Investing in/or acquiring companies that:

Show potential to build value from under $5 million to over $100 million; Require capital to accelerate growth; Have multiple exit opportunities, either through public listing, merger or sale. Require management and board expertise; and Have a clear path to generate positive cash flow within 12 months;

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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MagneticNorth Business Model

Focused on applying the original VC/PE model by:

► Providing a team of professionals highly experienced in:

• Finance
• Marketing and Communications
• Operations
• Strategy

► Concentrating on select deals that meet our investment strategy; ► Reducing risk through diversified portfolio, and strong management team; ► Management participates through ownership rather than management AND

performance fees charged by money managers; and

► Applying a combination of capital AND management expertise.

Management & Board

MagneticNorth Acquisition Corp.

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Management Team

Andrew Osis

Co-CEO & Director

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20+ years of experience working in investment banking and commercial operations.

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Formerly VP , Global Banking with RBC Dominion Securities; also held positions with Peters & Co. and Newcrest Capital focusing on mergers and acquisitions, and equity/debt

• financings. Completed over $25 Billion in transactions.

▪

Experienced CEO, CFO and Director

Kevin Spall

Co-CEO & Director

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Over 15 years of experience in corporate finance, M&A, and business development.

▪

Former Investment Banker at Yorkton Securities from 2000-2004; Head of Investment Banking & Managing Director at Versant Partners Inc. from 2004-2008; Head of Diversified Industries Investment Banking at Blackmont Capital Inc. 2008-2010. Completed over $7.5 Billion in transactions.

David Marinucci

Senior VP

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Over 30 years of experience in strategy, operations and business development.

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Senior operating role at several large and small companies providing improvements in sales, operating costs, cash flow generation and earnings.

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Board of Directors

Trent Larson

Director

▪

• Mr. Larson has served as CEO and Managing Director with leading international
• rganizations.

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He is a recognized digital pioneer, author of various thought leadership papers and has been an advisor to the European Commission on digital policy.

Ian Wild

Chairman

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Former Executive VP at ATB Corporate Financial Services.

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Experience in banking spans over 30 years; began working for National Westminster Bank

• Ltd. in the U.K., and after immigrating to Canada began working for Continental Bank of

Canada (now HSBC), and RBC.

Jeff Davison

Director

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From 2000-2009 held various exploration and communication roles at Canadian Natural, and from 2009-2012 was VP of Marketing & Communications at Poynt Corp.

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• Mr. Davison successfully unified the brand globally to grow the Poynt local search application

from 80,000 users to over 24 million users.

Jeff Davison

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From 2000-2009 held various exploration and communication roles at Canadian Natural, and from 2009-2012 was VP of Marketing & Communications at Poynt Corp.

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• Mr. Davison successfully unified the brand globally to grow the Poynt local search application

from 80,000 users to over 24 million users.

Ian Wild

Executive Chairman

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Former Executive VP at ATB Corporate Financial Services.

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Experience in banking spans over 30 years; began working for National Westminster Bank

• Ltd. in the U.K., and after immigrating to Canada began working for Continental Bank of

Canada (now HSBC), and RBC.

John Kowal

Director

▪

• Mr. Kowal is an advisor to Canaccord Genuity Group Inc. since 2012. His

background consists of over 30 years of experience in a variety of senior financial and treasury positions in several multinational companies. He has executed numerous financings, several multibillion dollar M&A transactions and has taken several companies public, including the first primary listing by a Canadian company on the Hong Kong Stock Exchange.

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Additional Management Resources

The Magnetic Management team and Board have sufficient experience and knowledge to support investee companies. However; those skills experience and capacity will be extended by bringing in additional resources for each Company. Those resources may be engaged by Magnetic rather than the investee Company.

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Additional skills will be added to the Magnetic team through the Board of Advisors

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Have identified several highly skilled domain experts to join board following closing

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Specialized skills will be attracted to each organization as required, idea will be to work smart NOT hard

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Certain roles will be “Magnetic” hired personnel

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Additonal members to the Magnetic team are ready to come on board following completion of the RTO and public listing.

Management Resources Board of Advisors

Portfolio Companies

MagneticNorth Acquisition Corp.

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Portfolio Overview

MagneticNorth has a portfolio of companies that have a solid business plan and are

• n-track for phenomenal growth.

Investment Industry Post-Investment Ownership Funds to be Invested Previcare Anti microbial technology 32% $1 million FoamTech Multipurpose structural aluminum foam 51% $1.05 million Other Investments Manufacturing, Oilfield Services, Technology, Media, Life Sciences Various Up to $20 million

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Previcare – Introduction

Previcare is a specialty chemical company with patented technology that keeps surfaces clean of pathogens for extended periods of time - much longer than existing disinfectants.

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Previcare has a patented antimicrobial molecule that continues to kill pathogens for an extended period of time (e.g. 24 – 48 hours) until the next scheduled cleaning event (“Residual Kill”).

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The molecule can be incorporated into disinfectants, or onto cleaning equipment, or bonded with fabrics for longer term protection.

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This can lower hospital-acquired infections, food poisoning andother pathogen related hazards.

Previcare Solution

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Hard surfaces disinfected by existing products become contaminated by pathogens again in a short period of time (e.g. within 5 min).

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In a hospital setting, a disinfected surface gets contaminated again and passes pathogens onto other patients, visitors and staff. This potentially results in hospital-acquiredinfections.

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In a food service setting, pathogens from contaminated surfaces or equipment can cause foodpoisoning.

The Problem

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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The US cleaning compound manufacturing industry is a steady-growing market valued at an estimated $45.1bn in 2017 – 1.7% CAGR from 2013 to 2017

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Major market segments comprise of personal household cleaning and commercial applications mainly in food services and healthcare sectors

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Product performance remains a forefront factor while sustainability continues to be a growing trend given consumers' increasing wellness and health trends

US Cleaning Compound Manufacturing Industry Industry Revenue 2013-2022E Market Segmentation 2017

$40 $41 $42 $43 $44 $45 $46 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Revenue ($bn) Estimated Actual Source: IBISWorld, Euromonitor International Convenience Stores $0.7 bn 2% Lodging $5.2 bn 12% Healthcare Providers $6.4 bn 14% Food Service $7.8 bn 17% Independent Retailers $9.4 bn 21% Supermarket $15.5 bn 34%

Cleaning Compound Industry Overview

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Previcare – Investment Highlights

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Approved for food contact – being introduced to the vast Quick Service Restaurant industry

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Technology has multiple applications, including surface disinfectants, hand sanitizers and application to equipment andfabric – same base chemistry with varying levels of dilution

Validated Technology

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Previcare’s products earn high margins (similar to pharmaceuticals)

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Products target a large market in a non-cyclical industry (healthcare and safety)

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Minimal upfront capital investment required as manufacturing is outsourced

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Residual Kill capability in disinfectants is crucial but

• verlooked by existing

competitors

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Years ahead of other emerging technologies as R&D takes time

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Residual Kill claims and safety require extensive testing, validation and regulatory approval process

Competitive Advantage High Margin & Returns Previcare owns and has licensed a portfolio of patented antimicrobial technologies that are superior to incumbent products and has established a clear path to cash flow from commercialization agreements with industry partners.

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Previcare – Future Growth

Previcare is a specialty chemical company with patented technology that keeps surfaces clean of pathogens for extended periods of time - much longer than existing disinfectants.

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Binding agreement being drafted for distribution to health care and schools

• n a global basis.

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Tremendous potential on an annual basis.

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Working with customer to build a logical roll out plan for regions

Potential

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Previcare has been approved for distribution into the Catholic Hospital Network and schools

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Catholic Hospital Network – 5,500 hospitals 18,000 medical clinics 16,000 special and nursing homes Provides 26% of the Worlds healthcare US Market Share is 14.5%, or $98 billion USD. (2016).

Catholic HN

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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FoamTech – Introduction

FoamTech was formed in 2009 as exclusive manufacturer and distributor of over 20 different types of FoamTech Products.

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Porous foam structure for energy absorbent efficiency ► Effective transmission loss of sound levels over 90 decibels ("db")​ ► Material is 100% non-flammable ​ Zero toxic gas emissions​

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Offers electromagnetic pulse protection

FoamTech

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FoamTech’s AluFoam and AluStone products have undergone rigorous testing to demonstrate their soundproofing, non-flammable, and noise reduction properties.

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Products have multiple applications in industrial and commercial construction​, military​, rapid transit, road and tunnel construction​, marine designs and architecture​, interior tiles and design​, mining, oil & gas agriculture​ and the food and beverage

• industry. ​

Product

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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FoamTech – Investment Highlights Aluminum Foam Applications

Living and Kitchen Furniture Steel, Petro-Chemical, and Other Plants Other Industrial Materials Applications Militaryand Defense Civil Engineeringand Construction Vessels, Vehicle and Railroad

Transaction Summary

MagneticNorth Acquisition Corp.

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

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Invest in private businesses with solid business models that can generate exceptional returns with calculated risk Invest in high-growth opportunities that provide significant ”torque” in cash flow growth Experienced management team that are deeply involved in portfolio companies, creating value and identifying hidden opportunities Focused Management Team that is heavily invested in MagneticNorth and aligned with investors

MagneticNorth – A Unique Opportunity

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

PREFERRED A SHARES ✓ Senior most security in Company ✓ Principal ranks first in any liquidation or wind up ✓ Will be Publicly listed ✓ Three streams of income for investors ✓ 5% dividend ✓ Regular and Special dividends from investee companies ✓ 50% of capital gain from the sale

• f investment portfolio

✓ RRSP and TFSA eligible COMMON SHARES ✓ Common shares rank behind Preferred shares in all cases ✓ Publicly listed ✓ No dividends determined for common shares. Capital will be retained in the Company to fund future projects, and operations. ✓ Special dividends may be paid at some point in the future ✓ RRSP and TFSA eligible

Comparison

MagneticNorth Acquisition Corp.

Building Value Applying Capital and Management

CONFIDENTIAL ANDPROPRIETARY

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Pro Forma Summary

• Magnetic North has 59.05 mm

Common shares, 285,179 Preferred A shares, and no debt.

• Common Shares trade on the TSXV

under the symbol MNC

• Preferred Shares will be listed in the

near term

Capitalization

Total Common Shares (mm) 59.05 Last trading price ($/shr) $0.10 Market Capitalization ($mm) $5.9 Total Preferred A Shares 285,179 Price ($/shr) $10.00 Add: Preferred A Shares ($mm) $2.85 Enterprise Value ($mm) $8.76

MagneticNorth Acquisition Corp.

Andrew Osis Co-CEO& Director Andrew@magneticnac.com Kevin Spall Co-CEO& Director Kevin@magneticnac.com