This presentation of DELIC HOLDINGS (the “Company”) is for information only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The informa- tion contained herein is subject to change without notice and is based on publicly-available information, internally developed data, third party information and other sources. The third party information has not been independently verified. While the Company may not have verified the third party information, nevertheless, it believes that it obtained the information from reliable sources and has no reason to believe it is not accurate in all material respects. Where any opinion or belief is expressed in this presentation, it is based on the assumptions and limitations mentioned herein and is an expression of present opinion or belief only. No warran- ties or representations can be made as to the origin, validity, accuracy, completeness, currency or reliability of the information. The Company disclaims and excludes all liability (to the extent permitted by law), for losses, claims, damages, demands, costs and expenses of whatever nature arising in any way out of or in connection with the information in this presentation, its accuracy, completeness or by reason of reliance by any person on any of it. The information contained in this presentation does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in securities of the Company and is not to be considered as a recommendation by the Company that any person make an investment in the Company. The information in this pre- sentation 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. This presentation should not be construed as legal, financial or tax advice to any individual, as each individual’s circumstances are different. Readers should consult with their own professional advisors regarding their particular circumstances. 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 securities 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 the Company does not accept liability to any person in relation thereto.
Cautionary note to United States investors This presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of the Company in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of the Com- pany described herein have not been and will not be registered under the United States federal or state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, “U.S. Persons” as such term is defined in Regulation S under the United States Securities Act of 1933, as amend- ed (the “U.S. Securities Act”), unless an exemption from registration is available. Prospective investors will be required to represent, among other things, that they meet the definition of “accredited investor” (as defined in Rule 501(a) of the U.S. Securities Act) and are familiar with and understand the terms of the offering and have all requisite authority to make such investment. Securities sold in the United States will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act. The securities may be resold, pledged or otherwise transferred only pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUD- ING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE OR CANADIAN SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING PASSED ON THE ACCURACY OR ADEQUACY OF THIS PRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-looking statements This presentation, together with any supplements and any other information that may be furnished to prospective investors by the Company, contains certain statements that may constitute “forward-looking information” or “forward-looking statements” under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that the Company anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information is identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and similar terms and phrases and the negatives of such expressions, including references to assumptions. Such information may involve, but is not limited to, comments with respect to strategies, expectations, planned operations or future actions. These forward-looking statements are based on currently available competitive, financial and eco- nomic data and operating plans as of the date of this presentation but are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements or industry results to be materially different from those expressed or implied by such forward-looking information. Such factors are based on information currently available to the Company, including information obtained from third-party industry analysts and other third party sources, and are based on management’s current expectations regarding future growth, results of operations, future capital
(including the amount, nature and sources of funding thereof) and expenditures. The forward-looking information contained in this presentation is expressly qualified by this cautionary statement. A number of risks, uncertainties and other factors could cause actual results to differ materially from the results discussed in the forward-looking information,
including, but not limited to, the following: the progression of COVID-19 and its impacts on the Company’s ability to operate its assets, including the possible shut-down of facilities due to COVID-19 outbreaks; the severity and duration of the COVID-19 pandemic in all jurisdictions where the Company conducts its busi- ness; the nature and extent of government imposed restrictions on travel and business activities and the nature, extent, and applicability of government assistance programs, in both cases related to the COVID-19 pandemic, as applicable in all jurisdictions where the Company conducts its business; the impact of the COVID-19 pandemic on the Company’s employees, customers, and suppliers; impact of COVID-19 on the global economy; the Company’s ability to implement its strategy or operate its business as the Company currently expects; the Company’s ability to successfully pursue its acquisition strategy; legislative and regulatory develop- ments; litigation and regulatory actions; periodic negative publicity regarding the psychedelic medicine industry; unfavourable results of research; new product development; the Company’s reliance on information technology and telecommunications systems; the Company’s ability to execute on the expansion of its digital platforms; product demand and market acceptance; the development of supplier and customer relationships; risks associated with the development of projects; risks associated with reliance on key personnel; control of costs and expenses including inability to fund capital expenditures and research and development; lack of cash flow; reliance on financing; general industry and market conditions and growth rates; general economic conditions and levels of economic activity includ- ing interest rate and currency exchange rate fluctuation; unfavourable capital market developments; current global financial and political conditions; terrorist attacks and ensuing events; the occurrence of catastrophic events; failure to realize on growth initiatives; degree of competition in the industry; and changes in employee relations. Readers are cautioned that the foregoing list and the risk factors in “Schedule B – Risk Factors” are not exhaustive. Forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions it believes to be reasonable. In some instances, material factors or assumptions are discussed in this presentation in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: the impact of the COVID-19 pandemic and ensuing events; the Company’s ability to execute on its business plan; the acceptance of the Company’s products and services by its customers, including renewals; the timing of execution of outstanding or potential customer contracts by the Company; the sales opportunities available to the Company; the Company’s subjective assess- ment of the likelihood of success of a sales lead or opportunity; that sales will be completed at or above the Company’s estimated margins; availability of govern- ment subsidies; the continued success of business development activities; new products and services will continue to be added to the Company’s portfolio; the demand for our products and services globally will develop and grow; to the extent needed, that additional financing is available; the Canadian and global capi- tal markets; employment levels and consumer spending in the Canadian and global economies; growth rates and inflation rates in the Canadian and global economies; impacts of regulation and tax laws by the Canadian and provincial governments or their agencies; and the Canadian and American markets for psy- chedelic-assisted psychotherapy and drug products. The forward-looking statements and information in this presentation speak only as of the date of this presen- tation and the Company assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by appli- cable law. Although the Company believes that the expectations reflected in the forward-looking statements and information are reasonable, there can be no assurance that such expectations will prove to be correct. Because of the risks, uncertainties and assumptions contained herein, prospective investors should not read forward-looking information as guarantees of future performance or results and should not place undue reliance on forward-looking information. Nothing in this presentation is, or should be relied upon as, a promise or representation as to the future.
Cautionary note regarding future-oriented financial information To the extent any forward-looking statement in this presentation constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading “Forward-looking Statements”. The Company’s actual financial position and results of operations may differ materially from management’s current expectations and, as a result, the Company’s revenue and expenses.
Confidentiality This presentation contains highly confidential information regarding the investments, strategy and organization of the Company and is being provided to you solely for your information and may not be reproduced, in whole or in part, in any form or forwarded or further distributed to any person. Your acceptance of this document constitutes your agreement to (i) keep confidential all the information contained in this document, as well as any information derived by you from the information contained in this document (collectively, the “Confidential Information”) and not disclose any such Confidential Information to any other person, (ii) not use any of the Confidential Information for any purpose other than to evaluate the purchase of Class A Shares of the Company, (iii) not copy this document without the Company’s prior consent, and (iv) promptly return this document and any copies hereof to the Company upon the Company’s request.