Terms and Conditions

Terms and Conditions

This corporate presentation (this “Presentation”) is intended to summarize the terms, conditions and principal characteristics of the proposed private placement and of Genoptic Solartech Inc. (“Genoptic”) and Sable Solar Power Partners, LLC (“Sable”) as partners in the Southern California Joint Venture LLC. This Presentation is confidential and proprietary to Genoptic and Sable and is being made available on a confidential basis solely to enable the prospective “accredited investors” (as defined in National Instrument 45-106 Prospectus Exemptions, Section 73.3 of the Securities Act (Ontario) and Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (collectively, “Applicable Securities Laws”)), and other qualified investors authorized by Genoptic and Sable to evaluate the securities of Genoptic and Sable (the “Securities”) with the express understanding that no person will release this Presentation or any other document provided herewith, discuss the information herein or make reproductions of the documents. This Presentation is for information purposes only and does not constitute an offer to sell or solicitation to buy the Securities referred to herein. The information in this Presentation is current as of September. 7, 2021 and Genoptic and Sable assume no obligation to update the information or to advise prospective investors on further developments. By agreeing to receive this Presentation, you represent and warrant that you are a person who falls within the descriptions of persons entitled to receive this information pursuant to Applicable Securities Laws and that you agree to be bound by the provisions of this disclaimer.

Any offer to sell or solicitation of an offer to purchase Securities by Genoptic and Sable may be made by means of offering documents (e.g., term sheet, prospectus, offering memorandum, subscription agreement and or similar documents (collectively, the “Offering Documents”)) prepared by Genoptic and Sable for use in connection with such offer or solicitation and only in jurisdictions where permitted by Applicable Securities Laws. In the event of an offer to sell or solicitation of an offer to purchase Securities by Genoptic and Sable, investors should refer to the Offering Documents for more complete information, including investment risks, fees and other expenses. This Presentation does not constitute, in whole or in part, an invitation to subscribe for, an offer to sell to any person, or a general offer to the public of, or the general solicitation from the public of offers to subscribe or purchase, any of the Securities. Any unauthorized use of this Presentation is strictly prohibited. Distribution or copying of this Presentation, in whole or in part, in any medium, to any person other than the prospective investor is prohibited without the prior written consent of Genoptic and Sable. No person shall have any right of action (except in case of fraud) against Genoptic and Sable or any other person in relation to the accuracy or completeness of the information contained in this Presentation. The information contained in this Presentation is subject to amendment, revision and updating in any way without notice or liability to any party. This Presentation is not intended to provide investment, financial, tax, legal or accounting advice and do not purport to contain all the information that a prospective investor may require to make a decision about purchasing any Securities. Each prospective investor should perform and rely on its own investigation and analysis of Genoptic and Sable and the terms of any offering of the Securities, including the merits and risks involved, and are advised to seek their own professional advice on the investment, legal, financial and taxation consequences of making an investment in Genoptic and Sable. The Securities are highly speculative.

No securities commission or similar regulatory authority in Canada or the United States (the “U.S.”) has reviewed or in any way passed upon this Presentation, and any representation to the contrary is an offence. Neither Genoptic nor Sable nor any agent of Genoptic and Sable makes any representation or warranty, express or implied, and assumes no responsibility for the accuracy or completeness of the information contained in this Presentation or any other oral or written communication transmitted to prospective investors, and nothing contained in this summary is, or shall be relied upon as, a promise or representation by Genoptic or Sable or any agent of Genoptic or Sable as to the past or future performance of Genoptic or Sable. In particular, no representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information or opinions contained herein, which have not been independently verified.

Notice to U.S. Investors: 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 Genoptic and Sable 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 of Genoptic and Sable described herein have not been and will not be registered under the U.S. federal or state securities laws and may not be offered or sold in the U.S., as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended, unless an exemption from registration is available. Prospective investors will be required to represent, among other things, that they meet the requirements of an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and are familiar with and understand the terms of the offering and have all requisite authority to make such investment.

Certain information contained herein has been prepared from third-party sources. Such information has not been independently audited or verified by Genoptic and Sable, which used its best efforts to ensure the accuracy and completeness of the information presented. Genoptic and Sable expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained herein, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
Forward-Looking Information. Certain information set forth in this Presentation contains “forward-looking information”, including “future oriented financial information”, under Applicable Securities Laws (collectively referred to herein as “forward-looking statements”). Often but not always, forward-looking statements can be identified by the use of words such as “anticipate”, “believe”, “expect”, “project”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “might”, “target”, “plan” and other similar expressions or variations (including negative variations) of such words and phrases. Forward-looking statements contained in this Presentation may include, but are not limited, to statements with respect to the successful execution of Genoptic and Sable’s business strategy, Genoptic and Sable’s position in the solar energy industry on a go-forward basis, generation of cash flow, demographic and market size/trends, forecasts of revenue and financial projections/growth potential, competitive analysis, go-forward partnership expectations, go-forward management of Genoptic and Sable, and other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance, manufacturing capabilities, product specifications, timelines and schedules, and statements related to the continued overall advancement of Genoptic and Sable’s products and business. These forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to: general economic, market and business conditions; the accuracy of cost estimates, ability to obtain sufficient capital on satisfactory terms; availability of equipment and personnel; manufacturing capability and capacity; changes in demand; the successful and timely implementation of capital projects; and the impact of changes in applicable laws and regulations.

Except for statements of historical fact, information contained herein constitutes forward-looking statements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. Although forward-looking statements contained in this Presentation are based upon what management of Genoptic and Sable believes are reasonable assumptions, 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. Accordingly, you should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. Genoptic and Sable undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by Applicable Securities Laws. All forward-looking statements are expressly qualified in its entirety by these cautionary statements.