This confidential presentation (the “Presentation”) has been prepared by Dreamfields Brands Inc. and its subsidiaries (collectively “Dreamfields”) solely for information purposes. 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.
The information contained in this Presentation is derived solely from management of Dreamfields 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 Dreamfields. The third-party information has not been independently verified. While Dreamfields may not have verified 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. No representation or warranty, express or implied, is made or given by or on behalf of Dreamfields or any of its affiliates, directors, officers or employees as to the accuracy, completeness or fairness of the information or opinions contained in this Presentation and no responsibility or liability is accepted by any person for such information or opinions. Dreamfields does not undertake or agree to update this Presentation after the date hereof except as required by securities laws and stock exchange policies applicable to Dreamfields. 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.
Notice Regarding Forward-Looking Statements. Certain statements in this Presentation may constitute forward-looking information, including future-oriented financial information and financial outlooks, within the meaning of applicable securities laws. Forward-looking information may relate to Dreamfields future outlook and anticipated events or results and may include statements regarding Dreamfields financial results, future financial position, expected growth of cash flows, business strategy, budgets, projected costs, proposed acquisitions, 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”, “plan” and other similar expressions or variations (including negative variations) of such words and phrases.
Forward-looking information contained in this Presentation is based on certain assumptions regarding expected growth, the completion of the proposed offering, the use of the net proceeds of the offering, the completion and timing of the proposed acquisition of City Cannabis Corp., 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 Dreamfields 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 medical marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the medical marijuana industry in the United States generally, income tax and regulatory matters; the ability of Dreamfields to implement its business strategies; including facility, expansion, within budget and on the schedule currently anticipated; competition; the completion of proposed acquisitions; crop failure; currency and interest rate fluctuations, and the other risks common for a business such as Dreamfields’s. The foregoing factors are not intended to be exhaustive. In addition to the foregoing cannabis is still an illegal product under U.S. Federal law and certain legal risks exist in terms of Federal enforcement that investors should consult lawyers or qualified professionals to assess. Although Dreamfields 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 Dreamfields and its directors, officers, agents 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 medical marijuana 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 of 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 Dreamfields does not accept liability to any person in relation thereto.
Notice to United States Investors. The securities of Dreamfields contemplated to be issued herein have not been and will not be registered under any United States federal or state securities law and may not be offered and sold in the United States, except that securities may be offered and sold to an investor that is an “accredited investor” as defined in Regulation D of Securities Act of 1933, as amended, of the United States of America. Prospective investors will be required to represent, among other things, that they qualify as “accredited investors” and are familiar with and understand the terms of the offering and have all requisite authority to make such investment.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF WILDFLOWER BRANDS INC. AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES OR ANY CANADIAN PROVINCIAL SECURITIES REGULATOR PASSED ON THE ACCURACY OR ADEQUACY OF THIS PRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The securities will not be and have not been registered under the U.S. Securities Act or the securities laws of any state of the United States, and if 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.