Investor Presentaiton
DISCLOSURES
שיי
FORWARD LOOKING STATEMENTS (CONT'D)
(xlv) heightened scrutiny by regulatory authorities, (xlvi) risk of legal, regulatory or political change, (xlvii) general regulatory and licensing risks, (xlviii) Parallel and the Resulting Company may be subject
to the risk of changes in Canadian as well as U.S. federal, state and local laws or regulations, (xlix) limitations on ownership of licenses, (I) Nevada regulatory regime and transfer and grant of licenses, (li)
regulatory action and approvals from the FDA, (ii) constraints on marketing products, (liii) anti-money laundering laws and regulation, (liv) the Resulting Company's status as an "Emerging Growth
Company" under United States securities laws, (lv) discretion in the use of proceeds, (lvi) subsequent offerings will result in dilution to shareholders of the Resulting Company, (Ivii) voting control, and
(Iviii) unpredictability caused by capital structure and voting control.
Readers are cautioned that the foregoing list is not exhaustive.
All of the forward-looking statements made in this presentation are qualified by these cautionary statements and other cautionary statements or other factors contained herein. Although management
believes that the expectations conveyed by forward-looking statements herein are reasonable based on information available on the date such forward-looking statements are made, 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. The Corporation and Ceres
undertake no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The
forward-looking statements contained herein are presented for the purposes of assisting readers in understanding the Corporation's plan, objectives and goals and may not be appropriate for other
purposes. The reader is cautioned not to place undue reliance on forward-looking statements.
Where applicable, readers should also consider the other risks and uncertainties that will be included in the registration statement on Form S-4 ("Form S-4") that Ceres is expected to file with the U.S.
Securities and Exchange Commission (the "SEC") and the prospectus and information circular expected to be filed with Canadian securities regulators in connection with the Transaction and other
documents filed by Ceres from time to time with the SEC and the Canadian securities regulatory authorities. Ceres and Parallel urge investors, stockholders and other interested persons to read, when
available, the Form S-4 and the prospectus and information circular expected to be filed with Canadian securities regulators.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Transaction, Ceres is expected to file a Form S-4 with the SEC and a prospectus and information circular with Canadian securities regulators. Ceres and Parallel urge investors,
stockholders and other interested persons to read, when available, the Form S-4, including the preliminary prospectus and amendments thereto and the definitive prospectus, as well as other
documents filed with the SEC and documents (including the prospectus and information circular) expected to be filed with Canadian securities regulatory authorities in connection with the Transaction,
as these materials will contain important information about Ceres, Parallel, the Resulting Company and the Transaction.
CAUTIONARY NOTE TO UNITED STATES AND CANADIAN INVESTORS
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CORPORATION, INCLUDING THE MERITS AND RISKS INVOLVED. SECURITIES OF THE
RESULTING COMPANY 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.
CANNABIS-RELATED PRACTICES OR ACTIVITIES ARE ILLEGAL UNDER U.S. FEDERAL LAWS
Parallel derives 100% of its revenues from doing business in the cannabis industry in the U.S. The concepts of "medical cannabis" and "adult-use cannabis" do not exist under U.S. federal law. The U.S.
Federal Controlled Substances Act classifies "marihuana" as a Schedule I drug. Accordingly, cannabis-related practices or activities, including, without limitation, the manufacture, sale, importation,
possession, use or distribution of cannabis and its derivatives, are illegal under U.S. federal law and the enforcement of the relevant laws poses a significant risk. These laws and their enforcement are in
flux and vary dramatically from jurisdiction to jurisdiction. The enforcement of these laws and its effect on the Corporation and the Resulting Company and its business, employees, directors and
shareholders are uncertain, and accordingly, involve considerable risk. Strict compliance with state laws with respect to cannabis will neither absolve the Corporation of liability under U.S. federal law
nor will it provide a defense to any federal proceeding which may be brought against the Corporation. Any such proceedings brought against the Corporation may adversely affect the Corporation's and
the Resulting Company's operations and financial performance.View entire presentation