Disclaimer & Caution
“DISCLAIMER AND CAUTION – This presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities of Bahia Graphite Corporation ( “ Bahia Graphite”) in any jurisdiction or an inducement to enter into investment activity. No part of this presentation, nor the fact of i ts distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Forward- looking information contained in this presentation is based on Bahia Graphite’s current estimates, expectations and projections, which Bahia Graphite believes are reasonable as of the current date, and assumes the following, each as described in this presentation, the completion of the go public t ransaction via RTO, the partnership with the major EU partner, the f inancings, certain drilling, permitting and construction, the proposed and/or projected capital structure of Bahia Graphite. There can be no assurance that these estimates, expectations and projections will prove to have been correct or that the acquisition, f inancing, amalgamation, l isting and other related t ransactions will complete. Historical statements should not be taken as a representation that such t rends will be replicated in the future. No statement in this presentation is intended to be nor may be construed as a profit forecast. This presentation includes industry and other statistical information that has been obtained f rom independent industry publications, government publications, market research reports and other published independent sources. Such publications and reports generally state that the information contained therein has been obtained f rom sources believed to be reliable. Although Bahia Graphite believes these publications and reports to be reliable, it has not independently verified any of the data or other statistical information contained therein, nor has it ascertained or validated the underlying economic or other assumptions relied upon by these sources. Bahia Graphite has no intention and undertakes no obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as, and to the extent required by applicable securities laws. The securities of Bahia Graphite constitute a highly speculative investment. Management considers the securities of Bahia Graphite to be appropriate only for investors who can bear the economic r isk of the loss of their entire investment in Bahia Graphite. Before making any investment, prospective investors should conduct their own independent investigation and analysis of an investment and thoroughly and carefully consider an investment with their own independent f inancial, tax, legal and accounting advisors. Any copying, reproduction, republishing, t ranslation, t ransmission, modification, distribution or other exploitation of this presentation, or any elements thereof, without the prior written consent of Bahia Graphite is strictly prohibited.
TAXATION – Prospective investors should be aware that the purchase of securities of Bahia Graphite may have tax consequences. Bahia Graphite assumes no responsibility for the tax consequences of any investment. Each prospective investor is strongly encouraged to consult i ts own tax advisor concerning any purchase of securities of Bahia Graphite and the holding and disposition of any such securities. This presentation does not address the tax consequences of the purchase, ownership or disposition of any such securities.
NOTE TO U.S. PERSONS – This Presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of Bahia Graphite in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been approved or disapproved by the United States 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 the disclosures contained herein and any representation to the contrary is a criminal offense. The securities of Bahia Graphite have not been and will not be registered under the United States Securities Act of 1933 , as amended or the securities laws of any state.
CAUTIONARY NOTE FOR U.S. INVESTORS REGARDING RESERVE AND RESOURCE ESTIMATES – Canadian public disclosure standards, including National Instrument 43 -101 Standards of Disclosure for Mineral Projects ( “ NI 43 – 101 ”), differ significantly f rom the requirements of the Securities and Exchange Commission set forth in Industry Guide 7 ( “ Industry Guide 7 ”), and information concerning mineralization, deposits, mineral reserve and resource information contained or referred to herein may not be comparable to similar information disclosed by U.S. companies in accordance with Industry Guide 7 .”
“INVESTOR NOTICE STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSION FOR CANADIAN INVESTORS – This presentation may be considered to be an “ offering memorandum” under applicable Canadian securities laws. Securities legislation in certain of the provinces may provide purchasers under an offering memorandum with, in addition to any other r ights they may have at law, r ights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These r ights and remedies must be exercised within prescribed t ime l imits and are subject to the defenses contained in applicable securities legislation. Recipients of this presentation should refer to the applicable provisions of the securities legislation of their respective province for the particulars of these r ights or consult with a legal adviser. The following is a summary of the statutory r ights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of securities purchased pursuant to this presentation shall have a statutory r ight of action for damages and/or rescission against Bahia Graphite if this presentation or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the r ight of action for rescission, the purchaser will have no r ight of action for damages against Bahia Graphite. This r ight of action for rescission or damages is in addition to and without derogation f rom any other r ight the purchaser may have at law. In particular, Section 130 . 1 of the Securities Act ( Ontario) provides that, if an offering memorandum, such as this presentation if considered to be an offering memorandum, contains a misrepresentation, a purchaser who purchases securities hereunder during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the t ime of purchase and has a r ight of action for damages or, alternatively, may elect to exercise a r ight of rescission, provided that ( a) Bahia Graphite will not be l iable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation; ( b) in an action for damages, Bahia Graphite is not l iable for all or any portion of the damages that it proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and ( c) in no case shall the amount recoverable exceed the price at which the securities were offered. Section 138 of the Securities Act ( Ontario) provides that no action shall be commenced to enforce these r ights more than ( a) in the case of any action for rescission, 180 days after the date of the t ransaction that gave r ise to the cause of action or ( b) in the case of any action, other than an action for rescission, the earlier of ( i ) 180 days after the purchaser f i rst had knowledge of the fact g iving r ise to the cause of action or ( i i ) three years after the date of the t ransaction that gave r ise to the cause of action.
In Manitoba, the Securities Act ( Manitoba), in Newfoundland and Labrador the Securities Act ( Newfoundland and Labrador), in Prince Edward Is land the Securities Act ( PEI), in Yukon, the Securities Act ( Yukon), in Nunavut, the Securities Act ( Nunavut) and in the Northwest Territories, the Securities Act ( Northwest Territories) provide a statutory r ight of action for damages or rescission to purchasers resident in Manitoba, Newfoundland, PEI, Yukon, Nunavut and Northwest Territories, respectively, in circumstances where this presentation or an amendment hereto contains a misrepresentation, which r ights are similar, but not identical, to the r ights available to Ontario purchasers.
If this presentation is considered to be an offering memorandum, and this presentation, or any amendments thereto, contains a misrepresentation, an investor resident in British Columbia, Alberta or Québec who purchased securities in reliance on the “ accredited investor” exemption under National Instrument 45 -106 – Prospectus Exemptions, will not be entitled to the statutory r ights of action described above. However, in consideration of purchasing the securities and upon acceptance by Bahia Graphite of the investor’s subscription in respect thereof, investors in those jurisdictions are hereby granted a contractual r ight of action for damages or rescission that is the same as the statutory r ights of action described above provided to investors resident in Ontario under the Securities Act ( Ontario).
QUALIFIED PERSON – Nico Scholtz (M.SC., Pri. Sci. Nat.) and Carlos Bastos (M.Sc) supervised the preparation of and approved the scientific and technical information pertaining to the Bahia Graphite Project contained in this presentation and is not aware of any significant r isks or uncertainties that could be expected to affect the reliability or confidence of the information contained herein. Each of Nico Scholtz and Carlos Bastos are qualified persons as defined by National Instrument 43 -101 – Standards of Disclosure for Mineral Projects .”