Investor Presentaiton
DISCLOSURES
שיי
NON-GAAP MEASURES, RECONCILIATION AND DISCUSSION
The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X promulgated by the SEC. Accordingly, such information and data may not be
included in, may be adjusted in, or may be presented differently in, any proxy statement, prospectus or registration statement or other report or document to be filed or furnished by Ceres, Parallel or any
entity that is party to the proposed Transaction with the SEC.
Furthermore, some of the projected financial information and data contained in this presentation, such as EBITDA, has not been prepared in accordance with United States generally accepted
accounting principles ("GAAP"). Parallel and Ceres believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and
business trends relating to Parallel's financial condition, performance and results of operations. Parallel's management uses these non-GAAP measures for trend analyses and for budgeting and planning
purposes. Parallel and Ceres believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in
comparing Parallel's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management of Parallel and Ceres do not consider these
non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude
significant expenses and income that are required by GAAP to be recorded in Parallel's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments
by management about which expense and income are excluded or included in determining these non-GAAP financial measures. You should review Parallel's audited financial statements, which will be
presented in the prospectus and registration statement to be filed with the SEC and Canadian securities regulators in connection with the proposed Transaction, and not rely on any single financial
measure to evaluate Parallel's business. A reconciliation of non-GAAP financial measures in this presentation to the most directly comparable GAAP financial measures is included on page 59 of this
presentation.
NO OFFER OR SOLICITATION
This presentation is not a proxy statement or a solicitation of a proxy, consent or authorization with respect to the securities or in respect of the proposed business combination. This presentation shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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