Investor Presentaiton

DISCLOSURES FORWARD LOOKING STATEMENTS שיי Certain information set forth in this presentation, together with any supplements and any other information that may be furnished to prospective investors by the Corporation or Ceres in connection therewith, contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities legislation (referred to herein as forward-looking statements). Except for statements of historical fact, certain information contained herein constitutes forward-looking statements which include but are not limited to statements related to activities, events or developments that the Corporation or Ceres expects or anticipates will or may occur in the future, statements related to the Corporation's business strategy objectives and goals, and the Corporation's management's assessment of future plans and operations which are based on current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Forward-looking statements can often be identified by the use of words such as "may", "will", "could", "would", "anticipate", "believe", expect", "intend", "potential", "estimate", "budget", "scheduled", "plans", "planned", "forecasts", "goals" and similar expressions or the negatives thereof. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on the Corporation's management's belief or interpretation of information currently available. Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements in this business overview include statements regarding: the Transaction; the Corporation's retail expansion strategy and plans to grow its market share in existing and new markets; the Corporation's investment in new technologies and products; the Corporation's expansion of production capacity; the development and expansion of the Corporation's brands; strategic acquisition opportunities; the future size of the cannabis market in the United States; the receipt of licences from regulatory authorities; and the Corporation's future financial performance. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided, and forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Risk factors that could cause actual results, performance or achievement to differ materially from those indicated in the forward-looking statements include, but are not limited to the following: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Ceres' securities, (ii) the risk that the Transaction may not be completed by Ceres' qualifying transaction deadline and the potential failure to obtain an extension of the qualifying transaction deadline if sought by Ceres, (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the Transaction by the stockholders of Ceres and Parallel, as applicable, the satisfaction of the minimum trust account amount following any redemptions by Ceres' shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed Transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the impact of COVID-19 on Parallel's business and/or the ability of the parties to complete the proposed Transaction, (vii) the effect of the announcement or pendency of the Transaction on Parallel's business relationships, performance, and business generally, (viii) risks that the proposed Transaction disrupts current plans and operations of Parallel and potential difficulties in Parallel employee retention as a result of the proposed Transaction, (ix) the outcome of any legal proceedings that may be instituted against Parallel or Ceres or their respective, directors, officers and affiliates related to the proposed Transaction, (x) the risk that the Resulting Company's securities will not be approved for listing on the NEO Exchange or, if approved, that the Resulting Company will be able to maintain the listing, (xi) the price of Ceres' and the Resulting Company's securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Parallel operates, variations in performance across competitors, changes in laws and regulations affecting Parallel's business and changes in the combined capital structure and a return on securities of the Resulting Company is not guaranteed, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Parallel operates, (xiv) the risk that Parallel and its current and future collaborators are unable to successfully develop and commercialize Parallel's products, brands or services, or experience significant delays in doing so, (xv) the risk that the Resulting Company may never sustain profitability, (xvi) the risk that the Resulting Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (xvii) the risk that the Resulting Company experiences difficulties in managing its growth and expanding operations, (xviii) the risk that the pharmaceutical industry may attempt to dominate the cannabis industry, and in particular, legal marijuana, through the development and distribution of synthetic products which emulate the effects and treatment of organic marijuana, (xix) the agricultural risks related to insects, plant diseases, unstable growing conditions, water and electricity availability and cost, (xx) the risk that may arise because cannabis continues to be a controlled substance under the United States Federal Controlled Substances Act, (xxi) the risk of product liability or regulatory lawsuits or proceedings relating to Parallel's products and services, (xxii) the risk that the Resulting Comany is unable to secure or protect its intellectual property, (xxiii) tax risks, including U.S. federal income tax treatment, (xxiv) risks relating to the reliance of Parallel on key members of management, (xxv) risks inherent in businesses related to the agricultural industry, (xxvi) risks relating to potentially unfavourable publicity or consumer perception, (xxvi) Parallel may be subject to the risk of competition from synthetic production and technological advances, (xxvii) investors in the Resulting Company and its directors, officers and employees who are not U.S. citizens may be denied entry into the United States, (xxviii) product recalls, (xxix) results of future clinical research, (xxx) difficulty attracting and retaining personnel, (xxxi) fraudulent or illegal activity by employees, contractors and consultants; information technology systems and cyber-attacks, (xxxii) security breaches, (xxxiii) natural disasters and terrorism risk, (xxxiv) restricted access to banking, (xxxv) risks related to the lending facilities, (xxxvi) risks of leverage, (xxxvii) change in enforcement of cannabis laws, (xxxviii) effect of the Rohrabacher-Farr Amendment, (xxxix) civil asset forfeiture, (XI) laws and regulations affecting the cannabis industry are constantly 3 changing, (xli) market for cannabis could decline due to regulatory changes, (xlii) litigation, (xliii) anti-money laundering laws and regulations, (xliv) lack of access to U.S. bankruptcy protections, (cont. on next page)