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: 29 29 • • . • • • . . • • • • . • • • The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Verde PubCo's actual financial position or results of operations would have been. The ability of TLGY's public shareholders to exercise redemption rights with respect to a large number of its public shares may not allow it to complete the Transaction or optimize the capital structure of Verde PubCo and may increase the probability that the Transaction would be unsuccessful and that you will have to wait for liquidation in order to redeem your shares. TLGY's Initial Shareholders, as well as Verde, TLGY's directors, executive officers, advisors and their respective affiliates may elect to purchase public shares prior to the consummation of the Transaction, which may influence the vote on the Transaction and reduce the public "float" of its Class A ordinary shares. If our Initial Shareholders, officers, directors or their affiliates elect to purchase public shares from public shareholders, such purchases may affect the market price of TLGY's securities. If third parties bring claims against TLGY, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in its initial public offering). TLGY's directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the public stockholders. TLGY may not have sufficient funds to satisfy indemnification claims of its directors and executive officers. In the event TLGY distributes the proceeds in the Trust Account to its public shareholders and subsequently files a bankruptcy petition or an involuntary bankruptcy petition is filed against TLGY that is not dismissed, a bankruptcy court may seek to recover such proceeds, and TLGY and the TLGY Board may be exposed to claims of punitive damages. If, before distributing the proceeds in the Trust Account to TLGY's public shareholders, TLGY files a bankruptcy petition or an involuntary bankruptcy petition is filed against TLGY that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of its shareholders and the per share amount that would otherwise be received by its shareholders in connection with its liquidation may be reduced. TLGY's shareholders may be held liable for claims by third parties against TLGY to the extent of distributions received by them upon redemption of their shares. TLGY is and Verde PubCo will be an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if Verde PubCo takes advantage of certain exemptions from disclosure requirements available to "emerging growth companies" or "smaller reporting companies," this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for TLGY to effectuate the Transaction, require substantial financial and management resources and increase the time and costs of completing a business combination. A significant portion of TLGY's total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Verde PubCo Common Stock to drop significantly, even if Verde PubCo's business is doing well. Verde PubCo's directors, executive officers and principal stockholders will continue to have substantial control over Verde PubCo's company after the consummation of the Transaction, which could limit Verde PubCo's ability to influence the outcome of key transactions, including a change of control. Humanitario Capital, LLC., Verde's principal stockholder, beneficially owns greater than 50% of Verde's outstanding shares of common stock and is expected to own greater than 50% of Verde PubCo Common Stock following the consummation of the Transaction which will cause Verde PubCo to be deemed a "controlled company" under the rules of Nasdaq. The public shareholders may experience immediate dilution as a consequence of the issuance of Verde PubCo Common Stock as consideration in the Transaction. Warrants will become exercisable for Verde PubCo Common Stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders. Even if the Transaction is consummated the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Verde PubCo may redeem a warrant holder's unexpired warrants prior to their exercise at a time that may be disadvantageous to such warrant holder, thereby making its warrants worthless. A warrant holder may only be able to exercise its public warrants on a "cashless basis" under certain circumstances, and if a warrant holder does so, such warrant holder will receive fewer Verde PubCo Common Stock from such exercise than if a warrant holder were to exercise such warrants for cash. Even if we consummate the Transaction, there can be no assurance that our public warrants will be in the money at the time they become exercisable, and they may expire worthless. If you elect to exercise your redemption rights with respect to your Class A ordinary shares, you will be deemed to have tendered your contingent right to receive distributable redeemable warrants for no additional consideration, and as a result, will not receive any distributable redeemable warrants in respect of such redeemed public shares. If the amount of Class A ordinary shares redeemed by shareholders is low, shareholders who choose not to redeem their shares may only receive a small amount of distributable redeemable warrants. TLGY's warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of its warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with TLGY. Nasdaq may not list Verde PubCo's securities on its exchange, which could limit investors' ability to make transactions in Verde PubCo's securities and subject Verde PubCo to additional trading restrictions. An active, liquid trading market for Verde PubCo's securities may not develop, which may limit your ability to sell such securities.