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Indigenous Bloom Hemp Corp. Audit Report / Information 2020

Mar 16, 2021

47231_rns_2021-03-16_a4dea812-4a32-4c95-a4dc-b4f60499e21f.pdf

Audit Report / Information

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Principal: Paul Maarschalk BA; CPA, CA; CBV Chartered Business Valuator & Chartered Professional Accountant

Objective

Insightful

Articulate

VALUATION REPORT:

FAIR MARKET VALUE OF THE SHARES OF INDIGENOUS BLOOM HEMP CORP.

AUGUST 31, 2020

THIS REPORT UPDATES AND REPLACES ALL PREVIOUS REPORTS, BEING A REPORT DATED MARCH 20 WITH A VALUATION DATE OF FEBRUARY 29, 2020 AND A REPORT DATED MAY 5, 2020 WITH A VALUATION DATE OF APRIL 30, 2020

Introduction and purpose ii
Conclusion iii
Nature of the business iii
Definition of fair market value iv
Scope of work and sources of information iv
Methodology v
Assumptions vi
Limitations and restrictions vii
Independence and objectivity vii
Practice Standards vii
No guarantees vii
Attached:
Valuation calculations

1873 Spall Rd, Suite 19, Kelowna BC, V1Y 4R2; (778) 484-5572; Toll free: 1-877-730-3413; [email protected]; www.mvi.ca

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Principal: Paul Maarschalk BA; CPA, CA; CBV Chartered Business Valuator & Chartered Professional Accountant

Objective

Insightful Articulate

Private & Confidential

The Directors Indigenous Bloom Hemp Corp. c/o McFadden Buttar & Associates CPA’s Inc 1353 Ellis St, Kelowna, BC V1Y 1Z9

By email to: Peter McFadden [email protected] c.c. Terri McDonald [email protected]

January 12, 2021

Dear Sir

Fair Market Valuation Report: Indigenous Bloom Hemp Corp .

August 31, 2020

Introduction and purpose

I am pleased to report on the fair market value (“FMV”) of the shares of Indigenous Bloom Hemp Corp . (“HEMPCO” or “the company”) at August 31, 2020 (“the valuation date”).

I understand that HEMPCO is in discussions with Veritas Pharma Inc. (“Veritas”), a publicly traded company based in Kelowna, BC, regarding a series of transactions that will lead to the current shareholders of HEMPCO becoming shareholders, among others, of Veritas.

I understand that this report may be used by the shareholders and directors of Veritas, HEMPCO and Indigenous Bloom Inc (“IBI”), a company related to HEMPCO, as well as the various securities and exchange commissions governing the exchanges where Veritas is listed.

1873 Spall Rd, Suite 19, Kelowna BC, V1Y 4R2; (778) 484-5572; Toll free: 1-877-730-3413; [email protected]; www.mvi.ca

Indigenous Bloom Hemp Corp.

Maarschalk Valuations Inc.

August 31, 2020

Conclusion

Within the scope, assumptions and limitations of this engagement, my conclusion is that:

The fair market value of HEMPCO’s business enterprise on April 30, 2020 lies in the range $25,500,000 to $31,800,000. This is the estimated value of the net business assets of the company (including goodwill), before taking account of actual and contingent liabilities.

After deducting long-term loans and long-term lease liabilities and making a notional adjustment for the latent or notional tax on goodwill:

The fair market value of HEMPCO’s shares on August 31, 2020 lies in the range $24,000,000 to $30,000,000.

My calculations are attached.

The Covid-19 pandemic and its possible impact on the value of the business was considered in the course of completing this report. Reference is made to Note 11 on Schedules 6, 7 or 8, repeated here for clarity:

11: Covid-19 pandemic: at August 31, 2020 (the valuation date) the covid-19 pandemic, and governments' responses thereto, had become a major factor in Canadians' health and economy. The future was both uncertain and unpredictable for many industries. Industries most affected were generally characterised as those that (a) posed a direct or indirect risk for the transmission of the disease, (b) suffered a significant loss of customers or (c) suffered a disruption in their supply chains. However, no adjustment has been made in this report for either the cost of capital or the cashflow outlook, given the company's low number of employees, the relative simplicity of the supply chain, the reasonably inelastic demand for cannabis products and the fact that the first products are only due in late 2021, at which point the economic impact of the pandemic is expected to have subsided.

Nature of the business

HEMPCO has entered into a series of contracts that will result in the company cultivating and processing hemp on a farm in Manitoba. The processing will include the extraction of CBD oil from the hemp by Adastra Labs Holdings Ltd (“Adastra”). HEMPCO’s products will be sold in regulated cannabis stores throughout Canada, which stores are, or will be, controlled and operated by IBI (the related company). I understand that some of the contracts may not be finalised; I have, however, assumed the contracts to be in place for the purpose of this report.

The farm on which the hemp will be grown comprises 347 acres. Management projects that the farming will yield 273 kilograms of hemp per acre or 94,636 kilograms per crop. There will be one crop per year. Following trials in 2020, management projects that the CBD oil will comprise 7.5%, or more, by weight, of the crop, indicating that 7,098 kilograms of CBD oil will be produced from each annual crop. In terms of the Toll Processing Agreement 50% of the oil produced (i.e. 3,549 kilograms) will be retained by Adastra in lieu of an

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Indigenous Bloom Hemp Corp.

Maarschalk Valuations Inc.

August 31, 2020

extraction processing fee. Management has projected a selling price of $4.00 per gram ($4,000 per kilogram) for the 3,549 kilograms of CBD oil available for sale, indicating net revenue[1] of approx. $14,2 million per year.

As a farming operation, most of the costs will be farming related (fertilizer, irrigation, seed bed preparation and so forth). It is projected that mechanised harvesting, using proprietary and efficient harvesting techniques, will require intensive labour for about one month with an estimated cost of $80,000. Furthermore, the company will pay a dry crop processing fee of $10 per kilogram of hemp, prior to shipping the product for oil extraction by Adastra. Total direct cost of sales is projected at approx. $1,3 million (as indicated above, this excludes the oil extraction fee).

General and administrative costs have been projected at $150,000.

At the valuation date, HEMPCO owns machinery and equipment with a value of $443,054 and right of use assets with a value of $170,899. Operations to date have resulted in a deficit of $433,355. The company has total liabilities at the valuation date of $1,052,307, of which $869,128 is due within 12 months and $183,179 is longterm.

Future incremental value brought about through future investments have not been taken to account in this report.

Definition of fair market value

Fair market value (FMV) is value in a “fair” market and for the purposes of this report is defined as “the highest price available in an open and unrestricted market, between informed and prudent parties, acting at arm’s length and under no compulsion to act. Fair market value is expressed in terms of current cash or money’s worth.”

FMV is a notional concept and its calculation does not involve exposing the business to the market for sale. FMV is not the same as price. The price at which a business may ultimately be sold is influenced by many factors, such as unique negotiating positions, non-cash settlement terms or differing motivations for undertaking the sale, which are not usually considered in determining FMV.

Scope of work and sources of information

As agreed in the engagement letter, this report has been prepared as an Estimate Valuation Report, which involves limited corroboration of information provided to me. Given the uncertainties in the cannabis markets I have based my calculations on 3 scenarios:

  • 1) A base case scenario, in which I have accepted all financial input information provided to me;

  • 2) A “lower case 1” scenario, in which I have discounted certain key inputs provided to me by approx. 10%;

1 Net revenue refers to revenue generated from the sale of oil made available to the company (i.e. 50% of the gross amount extracted by Adastra).

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August 31, 2020

  • 3) A “lower case 2” scenario, in which I have discounted the key inputs by a further approx. 10%.

I assessed the risk inherent in each scenario and adjusted my discount rates and multiples to reflect that the base scenario, being the most optimistic, carries the highest risk of non-realisation. Likewise, the lower case 2 scenario carries the lowest risk.

All information regarding HEMPCO has been provided to me by you; I have not received any information directly from HEMPCO. Discounts and multiples applied to projections in lower case 1 and lower case 2 are based on my judgment.

In reaching my conclusions in this report I have reviewed, analysed, relied upon and where necessary discussed with you the following information:

  • 1) Condensed financial statements for the corporation for the three months ended August 31, 2020;

  • 2) Management’s projections of annual costs and revenue, which indicate that full operations will commence in calendar year 2021;

  • 3) Various support documents for the projections;

  • 4) Various publicly available documents on hemp farming, cannabis companies and historical stock prices for publicly traded cannabis companies;

  • 5) Bank of Canada long term bond yields at August 31, 2020 per Bank of Canada website;

  • 6) Listed equity yields compiled for 2019 by Prof. Dr. A. Damodaran of the Stern School of Business, NYU for public markets in general and for industries that are considered to be a reasonable guide to the yields that may be expected for public cannabis companies once the markets are settled (Beverage – Alcohol, Drugs – Pharmaceutical, Healthcare Products, Tobacco and Farming/Agriculture).

Methodology

In my calculations of the fair market value of the shares of the company, I used the discounted cashflow method. This method is considered suitable for businesses that have limited financial history, but which are expected to generate strong cash flows for at least the next few years, within a changing risk environment.

As more fully detailed in the attached calculations, I used the data referred to above and my judgment to:

  • 1) Tabulate projected cashflows for the calendar years ended December 31, 2021, 2022 and 2023 together with projections for maintainable cashflows thereafter (assumed to be reasonably stable):

  • a) Base case – using management’s projections (Appendix 1);

  • b) Lower case 1 – discounting management’s projections by approx. 10% (Appendix 2);

  • c) Lower case 2 - discounting management’s projections by a further approx. 10% (Appendix 3);

  • 2) Develop suitable discount rates (weighted average cost of capital) and residual multiples (Schedule 4) for use in determining the present value of the projected cashflows:

  • a) Base case (Schedule 6);

  • b) Lower case 1 (Schedule 7);

  • c) Lower case 2 (Schedule 8);

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August 31, 2020

  • 3) The present value of the discounted cashflows provided, in each scenario, a range for the value of the enterprise. Enterprise value is the value of business operations before accounting for non-business (“redundant”) assets, long-term debts, and contingent liabilities (if any):

  • a) Base case (Schedule 3);

  • b) Lower case 1 (Schedule 4);

  • c) Lower case 2 (Schedule 5);

  • 4) I compared the value ranges calculated using each scenario (Schedule 1). In calculating a final value range for the enterprise, I weighted each scenario, with weightings of 50%, 30% and 20% being applied to the base case, lower case 1 and lower case 2, respectively. My rationale for these weightings was guided by:

  • a) Management has expressed reasonable confidence in their projections;

  • b) I have found reasonable support for management’s input assumptions;

  • c) My assumptions regarding the amount by which management’s projections should be downgraded in lower case 1 and lower case 2 have no specific foundation.

  • 5) Enterprise value is made up of the fair market value of tangible operational assets, net of liabilities, and goodwill. As shown on Schedule 2 of the attached calculations, HEMPCO’s tangible asset backing is considerably less than the calculated discounted cashflow value. Goodwill comprises a very significant percentage of total enterprise value, a situation that is considered reasonable given that HEMPCO’s operations are largely based on contracts; the contracted parties are expected to own most of the tangible assets to be used in production and processing;

  • 6) A provision is required to be made for “latent” or contingent tax on the value of goodwill, on the understanding that, should the company decide to dispose of all its assets, including goodwill, taxes would deplete the proceeds of such a disposal (Schedule 2).

  • 7) The equity value of the company comprises its enterprise value net of any long-term or contingent liabilities (Schedule 1) at the valuation date.

  • 8) While I am aware that the cannabis industry is consolidating, I am unaware of the existence of any specific potential buyers, who may for synergistic or other reasons be prepared to pay a premium for the company. I have therefore not investigated or accounted for “special purchasers” in my considerations.

  • 9) Further details are included in the attached calculations.

Assumptions

Key assumptions made in this report are as follows:

  • 1) That all contracts required for the fulfillment of management’s projections, none of which have been verified by me, are, or will be in place in a timely manner and that the crop will be grown, processed, and sold commencing in the 2021 calendar year;[2]

  • 2) That management’s inputs used for the base case scenario are broadly achievable, notwithstanding that it is realistic to expect some variations and shortfalls (covered by lower case 1 and lower case 2);

  • 3) That production will reach full capacity in year 1 (2021), as indicated by management;

  • 4) That the final market for HEMPCO’s products, being the market for HEMPCO’s “captive” customers, will exist and will be sufficient to absorb all of HEMPCO’s production of oil starting in year 1 (2021);

2 Persons relying on the valuation conclusions in this report are cautioned to conduct their own due diligence on the existence and enforceability of such contracts.

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August 31, 2020

  • 5) That my conclusion regarding the impact of the Covid-19 pandemic, or lack thereof, is reasonable as seen from the perspective of the valuation date;

  • 6) Certain other assumptions are incorporated in the calculations.

If any of my assumptions are shown to be invalid, or if it is shown that information on which I have relied is inaccurate, or if further facts pertinent to the valuation date come to my attention, I reserve the right to reconsider my conclusions.

Limitations and restrictions

The conclusions in this report have been drawn within the limitations of the scope of the engagement, which scope is believed to be adequate for the intended purpose. The report has been prepared as an Estimate Valuation Report, which involves more investigation than a Calculation Valuation Report but less investigation than a Comprehensive Report. Had the scope of the work been more extensive the conclusions may have been different. This report should be used only within the context of its purpose. Maarschalk Valuations Inc and its principal will not assume any liability for any losses suffered by any party because of the unauthorised or inappropriate use of this report and any other related communication.

Independence and objectivity

I confirm that I am independent of any party that may have an interest in the outcome of this engagement. I have conducted my work with an objective mindset. While I have relied on certain information provided by you, the detailed calculations and final conclusions are my own. My fees are not contingent on my conclusions or the use to which the report may be applied.

Practice Standards

This report has been prepared in conformity with the practice standards of the Canadian Institute of Chartered Business Valuators.

No guarantees

This report includes certain forward-looking financial information, generally referred to as “pro forma”. Every effort has been made to use forward-looking financial information that is reasonable, based on management’s general expectations, and reasonable adjustments thereto, for the company in the expected economic climate. However, no guarantees are provided or implied that these results will be realised.

Yours truly

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Paul Maarschalk CPA, CA; CBV
Maarschalk Valuations Inc. Attached: Valuation calculations

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vii

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Principal: Paul Maarschalk BA; CPA, CA; CBV Chartered Business Valuator & Chartered Professional Accountant

Objective Insightful Articulate

Valuation report Indigenous Bloom Hemp Corporation Calculations

Purpose Valuation of 100% of the company's share capital Valuation date August 31, 2020

Index

- Impact of COVID 19: see note 11 on schedules 6, 7 or 8

Schedule 1 Conclusion of fair market value (FMV) of company shares Schedule 2 Tangible asset backing and calculation of goodwill Schedule 3 Enterprise value - base case Schedule 4 Enterprise value - lower case 1 Schedule 5 Enterprise value - lower case 2 Schedule 6 Discount rates and residual multiples - base case Schedule 7 Discount rates and residual multiples - lower case 1 Schedule 8 Discount rates and residual multiples - lower case 2

Appendix 1 Projected cash flow statements - base case (management projections) Appendix 2 Projected cash flow statements - lower case 1 Appendix 3 Projected cash flow statements - lower case 2 Appendix 4 Balance sheet at valuation date

These calculations update and replace previous calculations dated April 30, 2020.

1873 Spall Rd, Suite 19, Kelowna BC, V1Y 4R2; (778) 484-5572; Toll free: 1-877-730-3413; [email protected]; www.mvi.ca

Schedule 1

Indigenous Bloom Hemp Corporation Valuation of 100% of the company's share capital Valuation date August 31, 2020 Conclusion of fair market value (FMV) of company shares

A: EV* based on discounted cash flows - base case Schedule 3 $ 28,339,907 35,290,537
B: EV* based on discounted cash flows - lower case 1 Schedule 4 $ 24,430,236 $ 30,604,260
C: EV* based on discounted cash flows - lower case 2 Schedule 5 $ 20,013,016 $ 25,019,261
Conclusion: Enterprise value taken as weighted average^ of above $ 25,501,628 $ 31,830,399
_ EV = Enterprise value_
^ Weighted average based on weighting of 50% to base case, 30% to lower case 1 and 20% to lower case 2.
Deduct:*
Latent tax on goodwill
Schedule 2
(1,287,590)
(1,604,029)
Loan payable
Appendix 4
(37,574)
(37,574)
Lease liabilities
Appendix 4
(145,605)
(145,605)
Fair market value of the company's shares
24,030,859
$ 30,043,191
$
_ EV = Enterprise value_
^ Weighted average based on weighting of 50% to base case, 30% to lower case 1 and 20% to lower case 2.
Deduct:*
Latent tax on goodwill
Schedule 2
(1,287,590)
(1,604,029)
Loan payable
Appendix 4
(37,574)
(37,574)
Lease liabilities
Appendix 4
(145,605)
(145,605)
Fair market value of the company's shares
24,030,859
$ 30,043,191
$
24,030,859
$ 30,043,191
$
Fair market value of the company's shares, rounded 24,000,000
$
30,000,000
$

Notes

1: Reconciliation of shareholder equity per balance sheet and FMV of the shares

Shareholder equity at valuation date
Appendix 4
Fair market value adjustment - capital assets
Tax shield (lost) on capital assets
Appendix 5
Goodwill - gross amount
Schedule 2
Latent tax on goodwill
Schedule 2
Roundingadjustments
(433,354)
$ (433,354)
-
-
-
-
25,751,803
32,080,574
(1,287,590)
(1,604,029)
(30,859)
(43,191)
Fair market value of the company's shares 24,000,000
$ 30,000,000
$
2: Breakdown of fair market value
Tangible asset backing (i.e. operational assets)
Schedule 2
Goodwill, net of latent tax
Schedule 2
Redundant assets
Schedule 11
Loan payable
Appendix 4
Lease liabilities
Appendix 4
Roundingadjustments
-
-
(250,175)
(250,175)
24,464,213
30,476,545
-
-
(37,574)
(37,574)
(145,605)
(145,605)
(30,859)
(43,191)
Fair market value of the company's shares 24,000,000
$ 30,000,000
$

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 2

Indigenous Bloom Hemp Corporation Schedule 2
Valuation of 100% of the company's share capital
Valuation date
August 31, 2020 ###########
Tangible asset backing and calculation of goodwill
Range
Tangible asset backing at valuation date Note 1
Net working capital Appendix 4 (864,128) (864,128)
Capital assets at fair market value Appendix 4 613,953 613,953
Tax shield(lost)on capital assets - -
Tangible asset backing at valuation date $ (250,175) $ (250,175)
Enterprise value based on discounted cash flows Schedule 1 $ 25,501,628 $ 31,830,399
Goodwill (gross)-(Enterprise value less Tangible asset backing) Note 2 $ 25,751,803 $ 32,080,574

1: Tangible asset backing is the fair market value of all operational tangible assets at FMV less operating liabilities (excluding term debt and shareholder loans). It is adjusted for the tax shield (foregone) as a result of retaining capital assets within the company at current tax values. In the event that the tangible asset backing is more than the value of capitalised cash flows there is no calculated goodwill and the company should be valued on an adjusted net assets basis.

2: Goodwill

Goodwill is the measure of the difference between enterprise value calculated as a multiple of operational results and enterprise value based on the fair market value of net tangible operational assets. Goodwill may be due to a number of reasons, chiefly a company's presence in its market and the prospect of continued profitability as an enterprise. Conversely, a lack of goodwill may result from a number of factors:

  • (a) the company is underperforming (for a variety of reasons);

  • (b) there is no assured continuity of sales;

  • (c) the company is overly dependant on key people, key clients or key suppliers;

  • (d) net assets are higher than they need to be.;

  • (e) a combination of all the above or other factors.

Personal goodwill is not considered to be a factor in this company.

Latent tax on goodwill : If the company were to sell the business, tax would likely be payable on 50% of the gain in goodwill. Possible tax planning has been disregarded. This latent tax diminishes the reportable value of goodwill as follows:

Gross value ofgoodwill(assumed allgain)- see above 25,751,803 32,080,574
Taxable amount (50% of gain in value of goodwill) 12,875,901 16,040,287
Tax potentially payable at net investment tax rate 20% (2,575,180) (3,208,057)
Less: Notional taxpayable reduced for low likelihood of sale 50% 1,287,590 1,604,029
Net value ofgoodwill,after alllowance for latent/notional tax 24,464,213 30,476,545

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 3

Schedule 3

Indigenous Bloom Hemp Corporation

Valuation of 100% of the company's share capital Valuation date August 31, 2020

Enterprise value - base case

For calendaryears ended 31-Dec 2021
2022
2023
9,304,075
9,304,075
9,304,075
Maintainable
Projected free cash flow - base case Appendix 1 9,281,100
9,258,125
Residual multiple Schedule 6 5.4
4.5
"Terminal value" at January1,2023 50,117,939
41,661,561
Free cashflow/ terminal value to be discounted 9,304,075
9,304,075
9,304,075
50,117,939
41,661,561
Present value of future cashflows
HIGH
Free cashflow / terminal value to be discounted
Days back to valuation date (cashflow at y/e)
(3)
Present value factor using low discount rate
31.40%
Present value of future cash flows / terminal value
HIGH
(3)
9,304,075
9,304,075
9,304,075
487
852
1,217
0.6947
0.5287
0.4024
6,463,234
4,918,850
3,743,495
35,290,537
9,304,075
9,304,075
9,304,075
487
852
1,217
0.6562
0.4785
0.3489
6,105,044
4,451,890
3,246,386
28,339,907
28,339,907
$
to
35,290,537
$
50,117,939
41,661,561
1,217
1,217
0.4024
0.4024
31.40% 0.6947
0.5287
0.4024
20,164,958
16,762,533
50,117,939
41,661,561
1,217
1,217
0.3489
0.3489
Totalpresent value - HIGH
Present value of future cashflows
LOW
Free cashflow / terminal value to be discounted
Days back to valuation date (cashflow at y/e)
(3)
Present value factor using high discount rate
37.13%
Present value of future cash flows / terminal value
LOW
(3)
37.13% 0.6562
0.4785
0.3489
17,487,193
14,536,587
Totalpresent value - LOW
Conclusion: The enterprise value lies in the range

Notes

1: Enterprise value is the value of the operational business before adding redundant assets and deducting term debt. Enterprise value is the present value of future cash flows plus the present value of the future "terminal" or "residual" value.

2: Federal and provincial taxes have been assumed to remain at the same levels as at the valuation date.

3: Days back to valuation date assumes that the cashflows are received at year end

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 4

Schedule 4

Indigenous Bloom Hemp Corporation

Valuation of 100% of the company's share capital Valuation date August 31, 2020

Enterprise value - lower case 1

For calendaryears ended 31-Dec 2021
2022
2023
6,213,792
6,623,586
6,616,441
Maintainable
Projected free cash flow - lower case 1 Appendix 2 6,588,465
6,565,490
Residual multiple Schedule 7 6.2
5.1
"Terminal value" at January1,2023 40,848,486
33,484,001
Free cashflow/ terminal value to be discounted 6,213,792
6,623,586
6,616,441
40,848,486
33,484,001
Present value of future cashflows
HIGH
Free cashflow / terminal value to be discounted
Days back to valuation date (cashflow at y/e)
(3)
Present value factor using low discount rate
25.70%
Present value of future cash flows / terminal value
HIGH
(3)
6,213,792
6,623,586
6,616,441
487
852
1,217
0.7370
0.5863
0.4665
4,579,643
3,883,670
3,086,369
30,604,260
6,213,792
6,623,586
6,616,441
487
852
1,217
0.7012
0.5374
0.4118
4,356,883
3,559,229
2,724,776
24,430,236
24,430,236
$
to
30,604,260
$
40,848,486
33,484,001
1,217
1,217
0.4665
0.4665
25.70% 0.7370
0.5863
0.4665
19,054,578
15,619,270
40,848,486
33,484,001
1,217
1,217
0.4118
0.4118
Totalpresent value - HIGH
Present value of future cashflows
LOW
Free cashflow / terminal value to be discounted
Days back to valuation date (cashflow at y/e)
(3)
Present value factor using high discount rate
30.48%
Present value of future cash flows / terminal value
LOW
(3)
30.48% 0.7012
0.5374
0.4118
16,822,182
13,789,348
Totalpresent value - LOW
Conclusion: The enterprise value lies in the range

Notes

1: Enterprise value is the value of the operational business before adding redundant assets and deducting term debt. Enterprise value is the present value of future cash flows plus the present value of the future "terminal" or "residual" value.

2: Federal and provincial taxes have been assumed to remain at the same levels as at the valuation date.

3: Days back to valuation date assumes that the cashflows are received at year end

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 5

Schedule 5

Indigenous Bloom Hemp Corporation

Valuation of 100% of the company's share capital Valuation date August 31, 2020

Enterprise value - lower case 2

For calendaryears ended 31-Dec 2021
2022
2023
3,868,118
4,277,912
4,270,768
Maintainable
Projected free cash flow - lower case 2 Appendix 3 4,242,792
4,219,817
Residual multiple Schedule 8 7.3
6.0
"Terminal value" at January1,2023 30,972,380
25,318,901
Free cashflow/ terminal value to be discounted 3,868,118
4,277,912
4,270,768
30,972,380
25,318,901
Present value of future cashflows
HIGH
Free cashflow / terminal value to be discounted
Days back to valuation date (cashflow at y/e)
(3)
Present value factor using low discount rate
20.00%
Present value of future cash flows / terminal value
HIGH
(3)
3,868,118
4,277,912
4,270,768
487
852
1,217
0.7841
0.6534
0.5445
3,032,953
2,795,288
2,325,570
25,019,261
3,868,118
4,277,912
4,270,768
487
852
1,217
0.7518
0.6071
0.4903
2,908,235
2,597,303
2,093,909
20,013,016
20,013,016
$
to
25,019,261
$
30,972,380
25,318,901
1,217
1,217
0.5445
0.5445
20.00% 0.7841
0.6534
0.5445
16,865,451
13,786,951
30,972,380
25,318,901
1,217
1,217
0.4903
0.4903
Totalpresent value - HIGH
Present value of future cashflows
LOW
Free cashflow / terminal value to be discounted
Days back to valuation date (cashflow at y/e)
(3)
Present value factor using high discount rate
23.83%
Present value of future cash flows / terminal value
LOW
(3)
23.83% 0.7518
0.6071
0.4903
15,185,405
12,413,568
Totalpresent value - LOW
Conclusion: The enterprise value lies in the range

Notes

1: Enterprise value is the value of the operational business before adding redundant assets and deducting term debt. Enterprise value is the present value of future cash flows plus the present value of the future "terminal" or "residual" value.

2: Federal and provincial taxes have been assumed to remain at the same levels as at the valuation date.

3: Days back to valuation date assumes that the cashflows are received at year end

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 6

Schedule 6

Indigenous Bloom Hemp Corporation

Valuation of 100% of the company's share capital Valuation date

August 31, 2020

Discount rates and residual multiples - base case

Build up to suitable discount rates (weighted average cost of capital)
Cost of equity
Risk free rate
Note 1
Equity risk premium
Note 2
Expected yield on public equities (after tax)
Note 2
Industry risk premium
Note 3
Expected yield on public equities in the industry
Note 3
Companyspecificpremia
Note 4
0.61%
0.61%
6.49%
6.49%
Range
7.10%
7.10%
0.70%
0.70%
7.80%
7.80%
25.00%
31.00%
Estimated cost of equity 32.80%
38.80%
Cost of debt
Est. cost of bank debt
Tax shield on debt
27.0%
27.0%
6.50%
7.50%
-1.76%
-2.03%
After tax cost of debt
Notional debt: total capital
Note 5
4.75%
5.48%
5.00%
5.00%
Weighted average after tax cost of capital 31.40%
37.13%
Notes to the build up of discount rates
SEE ALSO NOTE 11 OVERLEAF
- THE COVID-19 PANDEMIC

1: 10 year Govt of Canada marketable bonds (Series V122543) at the valuation date

2 : The equity risk premium is added to the risk free premium to arrive at a yield that represents a reasonably accurate long-term yield on a balanced portfolio of listed equities. Drawn from data compiled for 2019 by Dr A Damodoran, professor of finance at Stern School of Business, NYU, Jan 2020

3 : The industry risk premium provides a base, albeit an estimate, and is found by reference to data compiled by Dr A Damodoran (see above) and added to the equity yield to arrive at a yield that represents an estimated yield to be expected from public companies operating primarily in, or exposed to, or having a similar customer base to, comparable industries, being:

Beverage (Alcoholic) weighted 15%
Drugs (Pharmaceutical) weighted 15%
Healthcare Products weighted 15%
Tobacco weighted 15%
Farming/Agriculture weighted 40%

4 : Specific premia are added to or deducted from the base, for attributes of the company that distinguish it from large public companies in the same industry forming the base. Based on the valuator's consideration of:

Private company, illiquid shares
Forecast risk (re: achieving projected results, limited track records)
Highly competitive industry
Reliance on key customers (see also below)
Captive customers provide route to market
Current technical competitive advantage (per management)
6.00%
7.00%
15.00%
18.00%
4.00%
6.00%
4.00%
5.00%
-2.00%
-3.00%
-2.00%
-2.00%
25.00%
31.00%

5: Being a start up company with limited tangible assets, it would appear that the company's borrowing capacity is limited. These calculations assume that debt would be limited to about 5% of total capital. Given low interest rates, debt reduces the overall cost of capital.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 7

Indigenous Bloom Hemp Corporation Schedule 6
Valuation of 100% of the company's share capital (cont)
Valuation date August 31, 2020
Discount rates and residual multiples - base case #########
Build up to suitable residual multiple
Cost of equity
Assumed future yield on public equities in the industry Note 6 7.80% 7.80%
Companyspecificpremia Note 7 14.50% 19.00%
Estimated cost of equity 22.30% 26.80%
Cost of debt
Est. cost of bank debt Note 8 5.00% 6.00%
Tax shield on debt Note 9 -1.35% -1.62%
After tax cost of debt 3.65% 4.38%
Notional debt: total capital Note 10 20.00% 20.00%
Weighted average after tax cost of capital 18.57% 22.32%
Residual value multiple(inverse of WACC) 5.40 4.50

Notes to the build up of residual multiple

6: It has been assumed that the industry risks will be broadly similar to those at the valuation date.

7: Specific premia are added to or deducted from the base, for attributes of the company that distinguish it from large public companies in the same industry forming the base. It has been assumed that, once more settled, specific risks to the company will be less than at present. Based on the valuator's consideration of:

Shares assumed to be publicly traded but with high volatility
Forecast risk (lower risk than at start up, longer track records)
Highly competitive industry
Reliance on key customers (see also below)
Captive customers provide route to market
Technical competitive advantage (some lost advantage expected)
2.0%
3.0%
7.5%
9.0%
4.0%
6.0%
4.0%
5.0%
-2.0%
-3.0%
-1.0%
-1.0%
14.50%
19.00%
  • 8: For the purposes of estimating a residual multiple, the future cost of bank debt has been estimated as 150 basis points lower than at the valuation date (longer track record offsetting potential general rate rises).

  • 9: Federal and provincial taxes have been assumed to remain at the same levels as at the valuation date.

10: It has been assumed that as the company grows its bankable debt:total capital ratio will increase.

11: Covid-19 pandemic: at August 31, 2020 (the valuation date) the covid-19 pandemic, and governments' responses thereto, had become a major factor in Canadians' health and economy. The future was both uncertain and unpredictable for many industries. Industries most affected were generally characterised as those that (a) posed a direct or indirect risk for the transmission of the disease, (b) suffered a significant loss of customers or (c) suffered a disruption in their supply chains. However, no adjustment has been made in this report for either the cost of capital or the cashflow outlook, given the company's low number of employees, the relative simplicity of the supply chain, the reasonably inelastic demand for cannabis products and the fact that the first products are only due in late 2021, at which point the economic impact of the pandemic is expected to have subsided.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 8

Schedule 7

Indigenous Bloom Hemp Corporation

Valuation of 100% of the company's share capital Valuation date

August 31, 2020

Discount rates and residual multiples - lower case 1

Build up to suitable discount rates (weighted average cost of capital)
Cost of equity
Risk free rate
Note 1
Equity risk premium
Note 2
Expected yield on public equities (after tax)
Note 2
Industry risk premium
Note 3
Expected yield on public equities in the industry
Note 3
Companyspecificpremia
Note 4
0.61%
0.61%
6.49%
6.49%
Range
7.10%
7.10%
0.70%
0.70%
7.80%
7.80%
19.00%
24.00%
Estimated cost of equity 26.80%
31.80%
Cost of debt
Est. cost of bank debt
Appendix 5
Tax shield on debt
27.0%
27.0%
6.50%
7.50%
-1.76%
-2.03%
After tax cost of debt
Notional debt: total capital
Note 5
4.75%
5.48%
5.00%
5.00%
Weighted average after tax cost of capital 25.70%
30.48%
Notes to the build up of discount rates
SEE ALSO NOTE 11 OVERLEAF
- THE COVID-19 PANDEMIC

1: 10 year Govt of Canada marketable bonds (Series V122543) at the valuation date

2 : The equity risk premium is added to the risk free premium to arrive at a yield that represents a reasonably accurate long-term yield on a balanced portfolio of listed equities. Drawn from data compiled for 2019 by Dr A Damodoran, professor of finance at Stern School of Business, NYU, Jan 2020

3 : The industry risk premium provides a base, albeit an estimate, and is found by reference to data compiled by Dr A Damodoran (see above) and added to the equity yield to arrive at a yield that represents an estimated yield to be expected from public companies operating primarily in, or exposed to, or having a similar customer base to, comparable industries, being:

Beverage (Alcoholic) weighted 15%
Drugs (Pharmaceutical) weighted 15%
Healthcare Products weighted 15%
Tobacco weighted 15%
Farming/Agriculture weighted 40%

4 : Specific premia are added to or deducted from the base, for attributes of the company that distinguish it from large public companies in the same industry forming the base. Based on the valuator's consideration of:

Private company, illiquid shares
Forecast risk (re: achieving projected results, limited track records)
Highly competitive industry
Reliance on key customers (see also below)
Captive customers provide route to market
Current technical competitive advantage (per management)
6.00%
7.00%
9.00%
11.00%
4.00%
6.00%
4.00%
5.00%
-2.00%
-3.00%
-2.00%
-2.00%
19.00%
24.00%

5: Being a start up company with limited tangible assets, it would appear that the company's borrowing capacity is limited. These calculations assume that debt would be limited to about 5% of total capital. Given low interest rates, debt reduces the overall cost of capital.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 9

Indigenous Bloom Hemp Corporation Schedule 7
Valuation of 100% of the company's share capital (cont)
Valuation date August 31, 2020
Discount rates and residual multiples - lower case 1 #########
Build up to suitable residual multiple
Cost of equity
Assumed future yield on public equities in the industry Note 6 7.80% 7.80%
Companyspecificpremia Note 7 11.50% 15.50%
Estimated cost of equity 19.30% 23.30%
Cost of debt
Est. cost of bank debt Note 8 5.00% 6.00%
Tax shield on debt Note 9 -1.35% -1.62%
After tax cost of debt 3.65% 4.38%
Notional debt: total capital Note 10 20.00% 20.00%
Weighted average after tax cost of capital 16.17% 19.52%
Residual value multiple(inverse of WACC) 6.20 5.10

Notes to the build up of residual multiple

6: It has been assumed that the industry risks will be broadly similar to those at the valuation date.

7: Specific premia are added to or deducted from the base, for attributes of the company that distinguish it from large public companies in the same industry forming the base. It has been assumed that, once more settled, specific risks to the company will be less than at present. Based on the valuator's consideration of:

Shares assumed to be publicly traded but with high volatility
Forecast risk (lower risk than at start up, longer track records)
Highly competitive industry
Reliance on key customers (see also below)
Captive customers provide route to market
Technical competitive advantage (some lost advantage expected)
2.0%
3.0%
4.5%
5.5%
4.0%
6.0%
4.0%
5.0%
-2.0%
-3.0%
-1.0%
-1.0%
11.50%
15.50%
  • 8: For the purposes of estimating a residual multiple, the future cost of bank debt has been estimated as 150 basis points lower than at the valuation date (longer track record offsetting potential general rate rises).

  • 9: Federal and provincial taxes have been assumed to remain at the same levels as at the valuation date.

10: It has been assumed that as the company grows its bankable debt:total capital ratio will increase.

11: Covid-19 pandemic: at August 31, 2020 (the valuation date) the covid-19 pandemic, and governments' responses thereto, had become a major factor in Canadians' health and economy. The future was both uncertain and unpredictable for many industries. Industries most affected were generally characterised as those that (a) posed a direct or indirect risk for the transmission of the disease, (b) suffered a significant loss of customers or (c) suffered a disruption in their supply chains. However, no adjustment has been made in this report for either the cost of capital or the cashflow outlook, given the company's low number of employees, the relative simplicity of the supply chain, the reasonably inelastic demand for cannabis products and the fact that the first products are only due in late 2021, at which point the economic impact of the pandemic is expected to have subsided.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 10

Schedule 8

Indigenous Bloom Hemp Corporation

Valuation of 100% of the company's share capital Valuation date

August 31, 2020

Discount rates and residual multiples - lower case 2

Build up to suitable discount rates (weighted average cost of capital)
Cost of equity
Risk free rate
Note 1
Equity risk premium
Note 2
Expected yield on public equities (after tax)
Note 2
Industry risk premium
Note 3
Expected yield on public equities in the industry
Note 3
Companyspecificpremia
Note 4
0.61%
0.61%
6.49%
6.49%
Range
7.10%
7.10%
0.70%
0.70%
7.80%
7.80%
13.00%
17.00%
Estimated cost of equity 20.80%
24.80%
Cost of debt
Est. cost of bank debt
Appendix 5
Tax shield on debt
27.0%
27.0%
6.50%
7.50%
-1.76%
-2.03%
After tax cost of debt
Notional debt: total capital
Note 5
4.75%
5.48%
5.00%
5.00%
Weighted average after tax cost of capital 20.00%
23.83%
Notes to the build up of discount rates
SEE ALSO NOTE 11 OVERLEAF
- THE COVID-19 PANDEMIC

1: 10 year Govt of Canada marketable bonds (Series V122543) at the valuation date

2 : The equity risk premium is added to the risk free premium to arrive at a yield that represents a reasonably accurate long-term yield on a balanced portfolio of listed equities. Drawn from data compiled for 2019 by Dr A Damodoran, professor of finance at Stern School of Business, NYU, Jan 2020

3 : The industry risk premium provides a base, albeit an estimate, and is found by reference to data compiled by Dr A Damodoran (see above) and added to the equity yield to arrive at a yield that represents an estimated yield to be expected from public companies operating primarily in, or exposed to, or having a similar customer base to, comparable industries, being:

Beverage (Alcoholic) weighted 15%
Drugs (Pharmaceutical) weighted 15%
Healthcare Products weighted 15%
Tobacco weighted 15%
Farming/Agriculture weighted 40%

4 : Specific premia are added to or deducted from the base, for attributes of the company that distinguish it from large public companies in the same industry forming the base. Based on the valuator's consideration of:

Private company, illiquid shares
Forecast risk (re: achieving projected results, limited track records)
Highly competitive industry
Reliance on key customers (see also below)
Captive customers provide route to market
Current technical competitive advantage (per management)
6.00%
7.00%
3.00%
4.00%
4.00%
6.00%
4.00%
5.00%
-2.00%
-3.00%
-2.00%
-2.00%
13.00%
17.00%

5: Being a start up company with limited tangible assets, it would appear that the company's borrowing capacity is limited. These calculations assume that debt would be limited to about 5% of total capital. Given low interest rates, debt reduces the overall cost of capital.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 11

Indigenous Bloom Hemp Corporation Schedule 8
Valuation of 100% of the company's share capital (cont)
Valuation date August 31, 2020
Discount rates and residual multiples - lower case 2 #########
Build up to suitable residual multiple
Cost of equity
Assumed future yield on public equities in the industry Note 6 7.80% 7.80%
Companyspecificpremia Note 7 8.50% 12.00%
Estimated cost of equity 16.30% 19.80%
Cost of debt
Est. cost of bank debt Note 8 5.00% 6.00%
Tax shield on debt Note 9 -1.35% -1.62%
After tax cost of debt 3.65% 4.38%
Notional debt: total capital Note 10 20.00% 20.00%
Weighted average after tax cost of capital 13.77% 16.72%
Residual value multiple(inverse of WACC) 7.30 6.00

Notes to the build up of residual multiple

6: It has been assumed that the industry risks will be broadly similar to those at the valuation date.

7: Specific premia are added to or deducted from the base, for attributes of the company that distinguish it from large public companies in the same industry forming the base. It has been assumed that, once more settled, specific risks to the company will be less than at present. Based on the valuator's consideration of:

Shares assumed to be publicly traded but with high volatility
Forecast risk (lower risk than at start up, longer track records)
Highly competitive industry
Reliance on key customers (see also below)
Captive customers provide route to market
Technical competitive advantage (some lost advantage expected)
2.0%
3.0%
1.5%
2.0%
4.0%
6.0%
4.0%
5.0%
-2.0%
-3.0%
-1.0%
-1.0%
8.50%
12.00%
  • 8: For the purposes of estimating a residual multiple, the future cost of bank debt has been estimated as 150 basis points lower than at the valuation date (longer track record offsetting potential general rate rises).

  • 9: Federal and provincial taxes have been assumed to remain at the same levels as at the valuation date.

10: It has been assumed that as the company grows its bankable debt:total capital ratio will increase.

11: Covid-19 pandemic: at August 31, 2020 (the valuation date) the covid-19 pandemic, and governments' responses thereto, had become a major factor in Canadians' health and economy. The future was both uncertain and unpredictable for many industries. Industries most affected were generally characterised as those that (a) posed a direct or indirect risk for the transmission of the disease, (b) suffered a significant loss of customers or (c) suffered a disruption in their supply chains. However, no adjustment has been made in this report for either the cost of capital or the cashflow outlook, given the company's low number of employees, the relative simplicity of the supply chain, the reasonably inelastic demand for cannabis products and the fact that the first products are only due in late 2021, at which point the economic impact of the pandemic is expected to have subsided.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 12

Indigenous Bloom Hemp Corporation ######## Appendix 1 Valuation of 100% of the company's share capital Valuation date

Valuation date August 31, 2020
Projected cash flow statements - base case (management projections)
For calendar years ended 31-Dec 2021 2022 2023 Projected maintainable
Notes
Revenue (net) (1) 14,195,455 14,195,455 14,195,455 14,195,455 14,195,455
Cost of sales (2) 1,300,147 1,300,147 1,300,147 1,300,147 1,300,147
Operating Profit 12,895,308 12,895,308 12,895,308 12,895,308 12,895,308
General & Administrative costs (3)
Amortization - omitted as non-cash - - - - -
Accounting 24,000 24,000 24,000 24,000 24,000
Audit 30,000 30,000 30,000 30,000 30,000
Travel 24,000 24,000 24,000 24,000 24,000
Financial controller 24,000 24,000 24,000 24,000 24,000
Communications 24,000 24,000 24,000 24,000 24,000
Office Rent 24,000 24,000 24,000 24,000 24,000
Contingency
Total general & admnistrative costs 150,000 150,000 150,000 150,000 150,000
Operational cashflow before tax 12,745,308 12,745,308 12,745,308 12,745,308 12,745,308
Income tax at general corporation rate 27% (3,441,233) (3,441,233) (3,441,233) (3,441,233) (3,441,233)
Investment in plant & equipment (4) - - - (25,000) (50,000)
Investment in working capital (5) - - - - -
Est. tax savings from capital purchases (6) - - - 2,025 4,050
Projected free cash flow - base case 9,304,075 9,304,075 9,304,075 9,281,100 9,258,125

See Notes on next page

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 13

Appendix 1 (cont)

Indigenous Bloom Hemp Corporation Valuation of 100% of the company's share capital Valuation date August 31, 2020

Projected cash flow statements - base case (management projections)

Notes

1: Revenue is based on these key inputs:

Area planted (acres)
Hemp yield / acre (kg)
Hemp yield / crop (kg)
CBD oil yield %
CBD oil extracted (kg)
Product based processing fee %
Product available for sale
Selling price CBD oil($/gram)
Base case: mgmt projections
Given
347
Est.
273
Calculated
94,636
Est.
7.50%
Calculated
7,098
Contractual
50%
Contractual
3,549
Est.
4.00
$
Lower case 1
Lower case 2
347
347
90%
245
80%
218
85,173
75,709
6.75%
6.00%
5,749
4,543
50%
50%
2,875
2,271
3.70
$ 3.30
$
Total revenueper crop $ 14,195,455
$ 10,635,944
$ 7,495,200

Valuator's comment : at the time of preparing this report, based on my review of various information listed elsewhere, and based on management's expectation that the entire production (other than the amount retained by the processor) will be sold (through stores owned by related entities) I have found reasonable support (historically) for management's base case. However, the cannabis market remains fragile and uncertain. The areas of greatest risk appear to be the yield (the base case relies on as yet unproven processes) and the selling price (the market has the potential to become significantly more competitive).

2: Cost of sales is based on these key inputs:

2: Cost of sales
is based on these key inputs:
Fertilizer - $/acre/crop
Cultivation - $/acre/crop
Spring pre burn - $/acre/crop
Seed bed prep - $/acre/crop
Seeding - $/acre/crop
Insurance - $/acre/crop
Second pre burn - $/acre/crop
Irrigation - $/acre/crop
Harvesting labour - 4 X $/month
Processing fee - $/kg hemp
Extraction - 50% of product revenue
Farmer's margin - $ per acre
Contingency- %/total costs
Base case: mgmt projections
170
58,990
8
2,776
8
2,776
8
2,776
20
6,940
35
12,145
15
5,205
175
60,725
20,000
80,000
10
946,364
Adjusted against revenue
350
121,450
-
Lower case 1
Lower case 2
58,990
58,990
2,776
2,776
2,776
2,776
2,776
2,776
6,940
6,940
12,145
12,145
5,205
5,205
60,725
60,725
80,000
80,000
946,364
946,364
121,450
121,450
10%
130,015
15%
195,022
Totalproduction costs $ 1,300,147
$ 1,430,161
$ 1,495,169

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 14

Appendix 1 (cont)

Indigenous Bloom Hemp Corporation Valuation of 100% of the company's share capital Valuation date August 31, 2020 Projected cash flow statements - base case (management projections)

Notes

3: General & administrative cash overheads - as advised by management. Contingency introduced by the valuator (L/C 1&2).

4: Investment in plant & equipment: Years 1 - 3: N/A, as advised by management. Maintainable - estimate for replacements

5: Investment in working capital - I have been advised by management that the entire annual crop, other than the 50% by weight retained by the contract processor, will be sold every year to a related party. It has been assumed for this report that the transaction will take place, in cash, at the end of each year, at about the same time as the company is required to pay for most of the operating expenses. No allowance has been made therefore for annual increase in working capital.

6: Tax saving on capital purchases - based on a CCA rate of 30% (declining balance) and a tax rate of 27%. Half year rule ignored.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 15

Appendix 2

Indigenous Bloom Hemp Corporation

Valuation of 100% of the company's share capital Valuation date

Valuation date
Projected cash flow statements - lower case 1
For calendar years ended
31-Dec
Notes
Revenue (net)
(1)
Cost of sales
(2)
Operating Profit
General & Administrative costs
(3)
Amortization - omitted as non-cash
Accounting
Audit
Travel
Financial controller
Communications
Office Rent
Contingency
10%
Total general & admnistrative costs
Operational cashflow before tax
Income tax at general corporation rate
27%
Investment in plant & equipment
(4)
Investment in working capital
(5)
Est. tax savings from capital purchases
(6)
Projected free cash flow - lower case 1
2021
2022
2023
10,635,944
10,635,944
10,635,944
10,635,944
10,635,944
August 31, 2020
Projected maintainable
1,430,161
1,430,161
1,430,161
1,430,161
1,430,161
9,205,783
9,205,783
9,205,783
9,205,783
9,205,783
-
-
-
-
-
24,000
24,000
24,000
24,000
24,000
30,000
30,000
30,000
30,000
30,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
15,000
15,000
15,000
15,000
15,000
165,000
165,000
165,000
165,000
165,000
9,040,783
9,040,783
9,040,783
9,040,783
9,040,783
(2,441,011)
(2,441,011)
(2,441,011)
(2,441,011)
(2,441,011)
(420,000)
-
-
(25,000)
(50,000)
-
-
-
-
-
34,020
23,814
16,670
13,694
15,719
6,213,792
6,623,586
6,616,441
6,588,465
6,565,490

See Notes on next page

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 16

Indigenous Bloom Hemp Corporation Valuation of 100% of the company's share capital Valuation date August 31, 2020

Appendix 2 (cont)

Projected cash flow statements - lower case 1

Notes

1: Revenue is based on these key inputs:

Base case: mgmt projections
Area planted (acres)
Given
347
Hemp yield / acre (kg)
Est.
273
Hemp yield / crop (kg)
Calculated
94,636
CBD oil yield %
Est.
7.50%
CBD oil extracted (kg)
Calculated
7,098
Product based processing fee %
Contractual
50%
Product available for sale
Contractual
3,549
Selling price CBD oil($/gram)
Est.
4.00
$
Base case: mgmt projections
Area planted (acres)
Given
347
Hemp yield / acre (kg)
Est.
273
Hemp yield / crop (kg)
Calculated
94,636
CBD oil yield %
Est.
7.50%
CBD oil extracted (kg)
Calculated
7,098
Product based processing fee %
Contractual
50%
Product available for sale
Contractual
3,549
Selling price CBD oil($/gram)
Est.
4.00
$
Lower case 1
347
90%
245
85,173
6.75%
5,749
50%
2,875
3.70
$
Lower case 2
347
80%
218
75,709
6.00%
4,543
50%
2,271
3.30
$
Total revenueper crop
$ 14,195,455

$ 10,635,944

$ 7,495,200
2: Cost of sales
is based on these key inputs:
Valuator's comment
:at the time of preparing this report, based on my review of various information listed elsewhere, and based on
management's expectation that the entire production (other than the amount retained by the processor) will be sold (through stores
owned by related entities) I have found reasonable support (historically
)for management's base case. However, the cannabis market
remains fragile and uncertain. The areas of greatest risk appear to be the yield (the base case relies on as yet unproven processes) and
the selling price (the market has the potential to become significantly more competitive).
Base case: mgmt projections
Fertilizer - $/acre/crop
170
58,990
Cultivation - $/acre/crop
8
2,776
Spring pre burn - $/acre/crop
8
2,776
Seed bed prep - $/acre/crop
8
2,776
Seeding - $/acre/crop
20
6,940
Insurance - $/acre/crop
35
12,145
Second pre burn - $/acre/crop
15
5,205
Irrigation - $/acre/crop
175
60,725
Harvesting labour - 4 X $/month
20,000
80,000
Processing fee - $/kg hemp
10
946,364
Extraction - 50% of product revenue
Farmer's margin - $ per acre
350
121,450
Contingency- %/total costs
-
Lower case 1
58,990
2,776
2,776
2,776
6,940
12,145
5,205
60,725
80,000
946,364
Adjusted against revenue
121,450
10%
130,015
Lower case 2
58,990
2,776
2,776
2,776
6,940
12,145
5,205
60,725
80,000
946,364
121,450
15%
195,022
Totalproduction costs
$ 1,300,147

$ 1,430,161

$ 1,495,169

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 17

Indigenous Bloom Hemp Corporation Appendix 2 Valuation of 100% of the company's share capital (cont) Valuation date August 31, 2020 Projected cash flow statements - lower case 1

Notes

3: General & administrative cash overheads - as advised by management. Contingency introduced by the valuator (L/C 1&2).

  • 4: Investment in plant & equipment: Years 1 - 3: N/A, as advised by management. Maintainable - estimate for replacements

5: Investment in working capital - I have been advised by management that the entire annual crop, other than the 50% by weight retained by the contract processor, will be sold every year to a related party. It has been assumed for this report that the transaction will take place, in cash, at the end of each year, at about the same time as the company is required to pay for most of the operating expenses. No allowance has been made therefore for annual increase in working capital.

6: Tax saving on capital purchases - based on a CCA rate of 30% (declining balance) and a tax rate of 27%. Half year rule ignored.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 18

Indigenous Bloom Hemp Corporation
Valuation of 100% of the company's share capital
Valuation date
Projected cash flow statements - lower case 2
For calendar years ended
31-Dec
Notes
Revenue (net)
(1)
Cost of sales
(2)
Operating Profit
General & Administrative costs
(3)
Amortization - omitted as non-cash
Accounting
Audit
Travel
Financial controller
Communications
Office Rent
Contingency
15%
Total general & admnistrative costs
Operational cashflow before tax
Income tax at general corporation rate
27%
Investment in plant & equipment
(4)
Investment in working capital
(5)
Est. tax savings from capital purchases
(6)
Projected free cash flow - lower case 2
Appendix 3
2021
2022
2023
7,495,200
7,495,200
7,495,200
7,495,200
7,495,200
########
August 31, 2020
Projected maintainable
1,495,169
1,495,169
1,495,169
1,495,169
1,495,169
6,000,031
6,000,031
6,000,031
6,000,031
6,000,031
-
-
-
-
-
24,000
24,000
24,000
24,000
24,000
30,000
30,000
30,000
30,000
30,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
22,500
22,500
22,500
22,500
22,500
172,500
172,500
172,500
172,500
172,500
5,827,531
5,827,531
5,827,531
5,827,531
5,827,531
(1,573,433)
(1,573,433)
(1,573,433)
(1,573,433)
(1,573,433)
(420,000)
-
-
(25,000)
(50,000)
-
-
-
-
-
34,020
23,814
16,670
13,694
15,719
3,868,118
4,277,912
4,270,768
4,242,792
4,219,817

See Notes on next page

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 19

Indigenous Bloom Hemp Corporation Valuation of 100% of the company's share capital Valuation date August 31, 2020

Appendix 3 (cont)

Projected cash flow statements - lower case 2

Notes

  • 1: Revenue is based on these key inputs:
Base case: mgmt projections
Lower case 1
Area planted (acres)
Given
347
347
Hemp yield / acre (kg)
Est.
273
90%
245
Hemp yield / crop (kg)
Calculated
94,636
85,173
CBD oil yield %
Est.
7.50%
6.75%
CBD oil extracted (kg)
Calculated
7,098
5,749
Product based processing fee %
Contractual
50%
50%
Product available for sale
Contractual
3,549
2,875
Selling price CBD oil($/gram)
Est.
4.00
$ 3.70
$
Base case: mgmt projections
Lower case 1
Area planted (acres)
Given
347
347
Hemp yield / acre (kg)
Est.
273
90%
245
Hemp yield / crop (kg)
Calculated
94,636
85,173
CBD oil yield %
Est.
7.50%
6.75%
CBD oil extracted (kg)
Calculated
7,098
5,749
Product based processing fee %
Contractual
50%
50%
Product available for sale
Contractual
3,549
2,875
Selling price CBD oil($/gram)
Est.
4.00
$ 3.70
$
Lower case 2
347
80%
218
75,709
6.00%
4,543
50%
2,271
3.30
$
Total revenueper crop
$ 14,195,455
$ 10,635,944

$ 7,495,200
2: Cost of sales
is based on these key inputs:
Valuator's comment
:at the time of preparing this report, based on my review of various information listed elsewhere, and based on
management's expectation that the entire production (other than the amount retained by the processor) will be sold (through stores
owned by related entities) I have found reasonable support (historically
)for management's base case. However, the cannabis market
remains fragile and uncertain. The areas of greatest risk appear to be the yield (the base case relies on as yet unproven processes) and
the selling price (the market has the potential to become significantly more competitive).
Base case: mgmt projections
Lower case 1
Fertilizer - $/acre/crop
170
58,990
58,990
Cultivation - $/acre/crop
8
2,776
2,776
Spring pre burn - $/acre/crop
8
2,776
2,776
Seed bed prep - $/acre/crop
8
2,776
2,776
Seeding - $/acre/crop
20
6,940
6,940
Insurance - $/acre/crop
35
12,145
12,145
Second pre burn - $/acre/crop
15
5,205
5,205
Irrigation - $/acre/crop
175
60,725
60,725
Harvesting labour - 4 X $/month
20,000
80,000
80,000
Processing fee - $/kg hemp
10
946,364
946,364
Extraction - 50% of product revenue
Farmer's margin - $ per acre
350
121,450
121,450
Contingency- %/total costs
-
10%
130,015
Lower case 2
58,990
2,776
2,776
2,776
6,940
12,145
5,205
60,725
80,000
946,364
Adjusted against revenue
121,450
15%
195,022
Totalproduction costs
$ 1,300,147
$ 1,430,161

$ 1,495,169

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 20

Indigenous Bloom Hemp Corporation Appendix 3
Valuation of 100% of the company's share capital (cont)
Valuation date August 31, 2020
Projected cash flow statements - lower case 2 ########

Notes

3: General & administrative cash overheads - as advised by management. Contingency introduced by the valuator (L/C 1&2).

  • 4: Investment in plant & equipment: Years 1 - 3: N/A, as advised by management. Maintainable - estimate for replacements

5: Investment in working capital - I have been advised by management that the entire annual crop, other than the 50% by weight retained by the contract processor, will be sold every year to a related party. It has been assumed for this report that the transaction will take place, in cash, at the end of each year, at about the same time as the company is required to pay for most of the operating expenses. No allowance has been made therefore for annual increase in working capital.

6: Tax saving on capital purchases - based on a CCA rate of 30% (declining balance) and a tax rate of 27%. Half year rule ignored.

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

Page 21

Indigenous Bloom Hemp Corporation Appendix 4
Valuation of 100% of the company's share capital
Valuation date August 31, 2020
Balance sheet at valuation date ########
ASSETS 2021 #REF! 2020-08-31
Current assets
Cash -
Prepaids 5,000
Total current assets - - 5,000
Property, plant & equipment at net book value 443,054
Right of use assets 170,899
TOTAL ASSETS - - 618,953
LIABILITIES
Current liabilities
Accounts payable & accrued liabilities 207,177
Current portion of loans payable 11,514
Current portion of lease liabilities 40,025
Due to related parties 610,412
Total current liabilities - - 869,128
Loan payable 37,574
Lease liabilities 145,605
TOTAL LIABILITIES - - 1,052,307
SHAREHOLDERS' EQUITY
Share capital fully paid up 1
Deficit (433,355)
TOTAL SHAREHOLDERS' EQUITY - - (433,354)
TOTAL LIABILITIES & SHAREHOLDER'S EQUITY - - 618,953
- - -

Maarschalk Valuations Inc Indigenous Bloom Hemp Corp Calcs Jan 12, 2021

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