Boosh Plant-Based Brands Inc. — Capital/Financing Update 2021

Mar 9, 2021

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Plant-based comfort food for the whole family Powered by BOOSH PLANT-BASED BRANDS INC. March 8, 2021

FORWARD-LOOKING STATEMENTS

A preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario. A copy of the preliminary prospectus, and any amendment, is required to be delivered with this document. The preliminary prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

NOT FOR DISSEMINATION IN THE UNITED STATES

“Certain information contained in this presentation constitutes “forward-looking information” within the meaning of applicable Canadian securities legislation. The use of any of the words "anticipate", "continue", "estimate", “intend”, “potential”, "expect", "may", "will", "project", “proposed”, "should", "believe" and similar expressions are intended to identify forward-looking information. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. In addition, this presentation may contain forward-looking information attributed to third party industry sources. The Company believes that the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this presentation should not be unduly relied upon. Such information speaks only as of the date of this presentation or such other date indicated herein.

In particular, this presentation contains forward-looking information pertaining to the following:

• The Company’s intention to grow its business and operations; expectations with respect to the approval of the Company’s licenses and permits;

• The Company’s competitive position and the regulatory environment in which the Company operates;

• The Company’s intention to exploit opportunities in the plant-based food industry;

• The Company’s expected business objectives for the next twelve months;

• Anticipated growth of the plant-based food market and the timing of such growth; and

• Anticipated decline in the beef and dairy markets and the timing of such decline

In making the forward-looking statements included in this presentation, the Company has made various material assumptions, including but not limited to (i) obtaining necessary regulatory approvals; (ii) that regulatory requirements will be maintained; (iii) general business and economic conditions; (iv) the Company’s ability to successfully execute its plans and intentions; (v) the availability of financing on reasonable terms; (vi) the Company’s ability to attract and retain skilled staff; (vii) market competition; (viii) the products and services offered by the Company’s competitors; and (ix) that the Company’s current relationships with its suppliers, service providers and other third parties will be maintained.

The Company’s actual results could differ materially from those anticipated in such forward-looking information as a result of the risk factors set forth below and in the Company’s preliminary prospectus:

• The Company is an early stage company with little operating history, a history of losses and the Company cannot assure profitability; uncertainty about the Company’s ability to continue as a going concern;

• The Company’s actual financial position and results of operations may differ materially from the expectations of the Company’s management;

• There is no assurance that the Company will turn a profit or generate immediate revenues;

• The Company may not be able to effectively manage its growth and operations, which could materially and adversely affect its business;

• The Company faces competition from other companies where it will conduct business that may have a higher capitalization, more experienced management or may be more mature as a business;

• The Company’s industry is experiencing rapid growth and consolidation that may cause the Company to lose key relationships and intensify competition;

These factors are not, and should not be construed as being, exhaustive.

Information contained in forward-looking statements in this presentation is provided as of the date of this presentation, and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information or future events or results, except to the extent required by applicable securities laws. Accordingly, potential investors should not place undue reliance on forward-looking statements or the information contained in those statements.”

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Comfort food you can feel good about

Boosh believes that going plant-based doesn’t mean you need to give up your favourite foods or flavour. We use all natural ingredients to create dishes that will leave even the most skeptical of foodies wanting more!

“Hi there.. I just wanted to tell you that I have tried 2 of the products - the Mac n’ Cheese and the Mexican - and absolutely love them! Great job you guys, on creating healthy, flavourful, plant-based meals. Please don't stop making them.” - Marnie P.

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Connie Marples Founder

Connie Marples is a seasoned entrepreneur with a background in fine-dining, sales, promotions and marketing. Connie was a pioneer in the wine bar industry having opened the Vancouver based wine bar, bistro and wine store, Vintropolis. The success of Vintropolis led it to be included on the coveted Condé Nast Traveller’s Best New Restaurants in the World list, 2005 . Connie is quickly becoming known as a leader and innovator in the plant-based food industry, and recently won the 2020 BC Food & Beverage Rising Star award as a result of her successes with Boosh.

Did you know?

Canada is a global leader in plant protein, investing $950 million in its SuperCluster Initiative, with Protein Industries Canada being one of five sector recipients of the $950 million*

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Boosh Foods Inc.

• Founded 2017 by Connie Marples in B.C. Canada

• Nutritionally balanced family based comfort food

• 100% plant-based, non-GMO, gluten free

• Less sodium and sugar than most competitors

• As of Q3 2020 UNFI expands Boosh distribution throughout Canada

• Beyond Meat alliance allows Boosh to market both companies on their packaging

Entrees for Two:

Single Serve Bowls:

• -Mac n’ Cheese & Peas

• -Hearty Shepherd’s Pie

• -Veggie Bolognese

• -Rustic Veggie Pot Pie

• -No-Meat Loaf

• -Buddha Bowl

• -Coconut Curry Cauli

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Our Product Line – Single Serving Bowls

Did you know?

Grocery sales of plantbased foods that directly replace animal products have grown 29% in the past two years (March 2018March 2020) to $5 billion.*

Coconut Curry Bowl

Mac n’ Cheese Bowl

Roasted cauliflower, chickpeas and brown rice blend with creamy coconut curry sauce.

Creamy dairy-free mozza and cream cheese sauce with brown rice pasta and a hearty sprinkle of peas.

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Our Product Line – Single Serving Bowls

Did you know?

The plant-based food market is anticipated to reach US $38.4 Billion by 2025*

Bolognese Bowl

Rich tomato sauce, mushrooms, garlic, basil, brown rice pasta and Beyond Meat® Beyond Beef® Crumbles.

Mexican Fiesta Bowl

Zesty salsa with roasted butternut squash, peppers, black beans, corn and brown rice blend.

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Our Product Line – Entrees for Two

Did you know?

By 2030 the production volumes of US beef and dairy products is predicted to decline by more than 50%, by 2035 nearly 90%*

Pot Pie

Mushrooms, sweet potatoes, broccoli, peas and corn, this pie only gets better by being drenched in savoury mushroom gravy and topped with a golden, gluten-free pastry crust.

Shepherd’s Pie

Loads of Beyond Meat® Beyond Beef® Crumbles, veggies drenched in mushroom gravy and topped with rich garlic mashed russet and sweet potatoes.

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The Boosh Ecosystem

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Sourcing

We source our ingredients from premium local produce companies

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Products

Proprietary formulas and recipes, nonGMO, gluten free, uniquely designed for single serving or family meals

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Creative

Direction

Visual branding, packaging, branded items, product displays and signage

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Distribution

Successfully negotiated with one of the leading health food distributors, UNFI. As of Oct, 2020 distribution expanded from Canada’s west coast to entire country. Top tier Brandseed marketing coordinates our national presence

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Retail Stores

Boosh is in 300+ major retailers and independent grocers in Canada including, Safeway, Nature’s Fare Markets, IGA Markets, Thrifty Foods, Nesters Market, Metro, Fairway Market

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Competitive Advantage

Our entrepreneurial spirit drives our unique and expanding product lines to offer our customers exceptionally healthy foods for the whole family.

We are one of the first brands to:

• Commit to 100% plant-based and gluten-free meals

• Prioritize less sodium and sugar

• Have non-GMO ingredients

• Have products that are 100% vegan

• Offer family size portions

• Offer both refrigerated and frozen plant-based meals

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Significant Investments in the Plant Food Industry

• Maple Leaf announces plans to build a $310 million plant-based protein food processing facility valuation

• Bill Gates & Li Ka-Shing invested in Impossible Foods, a US-based start-up creating a “bleeding” plant based burger. The company raised $200m in the most recent funding round

• Richard Branson & Tyson Foods Inc. invested in Memphis meat, a US-based company which produces “cleanmeat” by culturing animal tissue from cells

• Serena Williams and Shaun White invested in Daily Harvest, a US frozen plant based foods company

• June, 2020 Starbucks announces it’s offering sausage, egg and cheddar sandwiches from Impossible Foods and announces partnership with Beyond Meat in China

• Google co-founder, Sergey Brin, funded the worlds first lab-grown hamburger produced by Dutch start-up, Mosa Meat

Sources:

Food Business News, 04.08.19, The Beet, 02.18.20, Business Insider, 01.29.18, Fortune, 12.19.17, Livelindly.co, 02.26.20, Business Insider, 07.17.18

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Milestones, Awards and Accolades

• Since August 2019 Boosh has expanded into over 300 retail locations and independent grocers in Canada

• October 2020, UNFI began distributing Boosh brands throughout Canada

• Selected to be part of the Buy BC program through support of Sobeys

• • Received LOCAL INNOVATION AWARD , BC 2019 from Sobeys

• Finalist PRODUCT OF THE YEAR , Hearty Shepherd’s Pie, September 2020, BC Food & Beverage

• Chosen to be part of the Provincial and Federal Government program to explore exporting into US

• Completed Canada’s Trade Accelerator Program (TAP) in March 2020

• • Connie receives the “ RISING STAR AWARD ” from BC Food & Beverage

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Q1, 2021 – Recent Activities

1. Received orders to begin supplying 125 Metro grocery stores, bringing the total number of stores that supply Boosh products to 300

2. Received orders to begin supplying Whole Foods BC stores

3. Received orders to begin supplying Whole Foods Ontario stores

4. Completed acquisition from Vegan Canteen of plant-based powdered cheese recipes

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Terms of the Offering

Term Sheet
Issuer	Boosh Plant-Based Foods Inc. (“Boosh” or the “Company”)
Amount	$2,000,000
	4,000,000 units (the “Offered Units”) of the Company
Offering	Each Offered Unit consists of one common share of the Company and one common share purchase warrant of the Company (a
	“Warrant”). Each Warrant entitles the holder to purchase one common share of the Company at an exercise price of $1.00 for a period of
	12 months.
Issue Price	$0.50 per Unit.
	Company grants the Agent an option, exercisable, in whole or in part by Haywood, giving notice to the Company at any time up to 48
Over-allotment Option	hours prior to the Closing Date (as defined below) to sell up to an additional number of Offered Units equal to 15% of the Offered Units
	sold pursuant to the IPO.
Transaction Structure	Best-efforts long-form prospectus initial public offering of units of the Company.
Listing	The Company will apply for a listing of its common shares on the Canadian Securities Exchange (“CSE”). It shall be a condition of closing of the IPO that the common shares of the Company are listed on the CSE concurrently with the closing of the IPO.
Qualifying & Selling Jurisdictions	The Offered Units will be eligible for sale in British Columbia, Alberta, Manitoba, and Ontario and in jurisdictions other than Canada that are mutually agreed to by the Company and Haywood.
Use of Proceeds	Corporate and general working capital purposes
Agent	Haywood Securities Inc.
Eligibility	Eligible under the usual statutes as well as for RRSPs, RRIFs, DPSPs, TFSAs and RESPs.
Closing Date	TBA

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Pro Forma Capitalization/Use of Proceeds

Share Structure (millions)		Valuation (C$ millions)		Use of Proceeds
Founders/Officers/Directors	4.0
Other current investors	5.0
IPO - Shares1	4.0	Basic Shares - Post IPO	13.2				IPO Expenses
Other Shares Total Basic	0.2 13.2	IPO Price Implied Market Capitalization	$0.50 $6.6	Unallocated working Capital		9% Facilities / Dry and Cold Storage Costs
IPO - Warrants1	4.0						9%
IPO - Agent's Warrants	0.4				33%
Advisory Warrants2 Other Warrants3,4,5	2.0 9.2	Minus: Cash on hand6 Minus: Net financing proceeds 7	0.3 1.8				18% Product Development / Advertising and
RSUs Total FD	3.0 31.9	Plus: Debt Implied Enterprise Value	0 $4.6			31%		Marketing Costs
Ownership - Post IPO (Basic)
						G&A
Founders/Officers/Directors	32%
Retail Investors	68%

Notes:

1. Excludes Agent's over-allotment option

2. Issued to the Agent, exercisable at $0.20/share until 24 months from Listing Date

3. 205K Broker Warrants, exercisable at $0.20/share and expiring 12/17/22 & 1/8/23

4. 3M Warrants issued as Management/Director compensation, exercisable at $0.50/share and expiring 12/21/25 & 36 months from Listing Date

5. 5.9M Warrants issued, exercisable at $1.00/share and expiring 12/17/22, 1/8/23 & 12 months from Listing Date

6. As at January 31, 2021

7. The Agent has the right to elect to receive all or any portion of the Agent’s Commission through the issuance of Agent’s Units

8. " Listing Date " means the date on which the shares of Boosh are listed for trading on the CSE

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Peer Grou p

Company1	Ticker	Share Price ($)	Enterprise Value ($M)	Revenue ($M) Last 12 Months
CDN Listed Companies (C$)
The Very Good Food Company Inc.	CNSX:VERY	$5.96	$576	$3
GURU Organic Energy Corp.	TSX:GURU	$15.77	$428	$22
Burcon NutraScience Corporation	TSX:BU	$4.52	$476	$0
Else Nutrition Holdings Inc.	TSXV:BABY	$3.63	$342	$1
PlantX Life Inc.	CNSX:VEGA	$1.14	$103	$0
US Listed Companies (US$)
Beyond Meat, Inc.	NasdaqGS:BYND	$139.66	$8,671	$407
Laird Superfood, Inc.	AMEX:LSF	$42.47	$303	$23
US Private (US$)
Impossible Foods Inc.	Private	NA	$4,090 2	NA

Notes

1. All data as at March 2, 2021

2. Valuation-post Series G raise of US$200MM (US2.4B raised since inception) Source: Capital IQ

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Boosh Management Team

Connie Marples, age 59, Founder, Director & President, Boosh Plant-Based Brands Inc. Connie is a seasoned executive and entrepreneur with an emphasis in the food and beverage industry. Connie has held several senior management positions in sales, promotions, marketing and fine dining. In 2003 Connie opened Vintropolis, a Vancouver based wine bar and bistro/VQA Wine Store and in 2005 Vintropolis received the coveted position of being on the list of Condé Nast Traveller’s Best New Restaurants in the World. Connie also launched Okanagan Experience, an Entertainment style fundraising coupon book in Kelowna which was later sold to “Entertainment Book”. As a sales representative Connie helped launch New York Seltzer, oversaw corporate travel accounts such as the Vancouver Canucks, as well as managed grocery vendor programs and promotional departments at numerous large grocery retailers and radio stations. In the fall of 2020, Connie won the 2020 BC Food & Beverage Rising Star Award for her development and expansion of Boosh Food. She has expanded Boosh Food into a nationally recognized plant-based food brand in Canada where Boosh can be found in over 150 major food retail stores and independent grocers.

Jim Pakulis, age 57, Director, CEO & Chairman, Boosh Plant-Based Brands Inc.

Jim has over three decades of experience working with public and private entrepreneurial companies in a variety of emerging sectors. He is former founder, CEO and chairman of TransCanna Holdings Inc. (CSE: TCAN), which through his initiative and execution acquired one of the largest vertically integrated cannabis focused facilities in California. Jim has been in senior management positions for numerous publicly traded entities including CEO and Chairman of General Cannabis, Inc. which from 2010 to 2012 wholly owned Weedmaps. Jim oversaw the growth of General Cannabis from zero to over $16-million in annual revenue. Mr. Pakulis is a skilled leader, negotiator and consensus builder.

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Boosh Management Team

Alex McAuley, CPA, CA, age 36, Director & CFO

Alex is an entrepreneur and experienced public company CFO and director. Mr. McAulay has a firm, ACM Management Inc., solely dedicated to providing fractional CFO and regulatory guidance to public companies in Canada and the US. Alex has served as the CFO of several listed companies and has assisted dozens of issuers navigating the public markets.

Jim Kavanagh, age 57, Consultant, Brandseed Marketing Inc.

Jim has approximately thirty years in the food and grocery industry. His expertise includes in-store retail management, category management and brand management. In May 2014 he founded Brandseed Marketing Inc., which specializes in assisting growing enterprises in the food industry expand their distribution and store presence. Jim has held positions including Director of Marketing for Tree of Life Canada, Senior Category Manager for Metro Inc., and Senior National Buyer for Hudson’s Bay.

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THANKS!

Any questions?

Reach us at hello@BooshFood.com

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www.booshfood.com @booshfood

*Resources:

Statista, Sept, 2020, Plant Based Food Association, July 2019 Health Careers, The Age of Veganism (2020 Blog), The Good Food Institute, March 2020 Plant Proteins.Co, Dec. 2019, Future Kind, Blog, Apr, 2020, UnivDtos Market Insight, May, 2020

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