Investor Presentation October 2021 slide image

Investor Presentation October 2021

INVESTOR PRESENTATION / OCTOBER 2023 KEY RISKS RELATED TO THE TRANSACTION AND TLGY (CONTINUED) TLGY is subject to numerous risks, including but not limited to: • • • • • • • . • Reports published by analysts, including projections in those reports that differ from Verde PubCo's actual results, could adversely affect the price and trading volume of its common shares. Verde PubCo may fail to meet Verde PubCo's publicly announced guidance or other expectations about Verde PubCo's business, which would cause Verde PubCo's stock price to decline. Verde PubCo does not intend to pay cash dividends for the foreseeable future. Because Verde PubCo does not anticipate paying any cash dividends on its capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain. TLGY is subject to, and Verde PubCo will be subject to, changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both TLGY's costs and the risk of non- compliance and will increase both Verde PubCo's costs and the risk of non-compliance. During the pendency of the Transaction, TLGY will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a Transaction with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement. Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for TLGY to consummate the Transaction. Military conflict in Ukraine or elsewhere may lead to increased volatility for publicly traded securities, which could make it more difficult for us to consummate an initial business combination. Verde PubCo's business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause Verde PubCo to incur significant expense, hinder execution of business and growth strategy and impact its stock price. Verde PubCo will need, but may be unable to obtain, funding following the consummation of the Transaction on satisfactory terms, which could dilute Verde PubCo's stockholders and investors, or impose burdensome financial restrictions on its business. Risks Related to the Domestication The Domestication may result in adverse tax consequences for holders of TLGY Class A Ordinary Shares and TLGY public warrants, including holders exercising their redemption rights with respect to the TLGY Common Stock (such term to be used throughout this section "Risks Related to the Domestication" as such term is used in the section entitled "Material U.S. Federal Income Tax Considerations"). Verde PubCo could be subject to changes in tax rates or the adoption of new tax legislation, whether in or out of the United States, or could otherwise have exposure to additional tax liabilities, which could harm its business. Upon consummation of the Transaction, the rights of holders of Verde PubCo Common Stock arising under the DGCL as well as the Proposed Governing Documents will differ from and may be less favorable to the rights of holders of public shares arising under Cayman Islands Companies Law as well as the Existing Governing Documents. Delaware law and Verde PubCo's Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. Verde PubCo's Proposed Charter will designate the Delaware Court of Chancery or the United States federal district courts as the sole and exclusive forum for substantially all disputes between Verde PubCo and its stockholders, which could limit Verde PubCo's stockholders' ability to obtain a favorable judicial forum for disputes with Verde PubCo or its directors, officers, stockholders, employees or agents. The Proposed Charter provides for indemnification of officers and directors of Verde PubCo at Verde PubCo's expense, which may result in a significant cost to Verde PubCo and hurt the interests of its stockholders because corporate resources may be expended for the benefit of officers and/or directors. 30 30
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