Loop Energy Inc. — Capital/Financing Update 2021

Feb 9, 2021

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LOOP ENERGY INC.

INITIAL PUBLIC OFFERING OF COMMON SHARES

FEBRUARY 8, 2021

A preliminary prospectus dated February 5, 2021, containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

A copy of the preliminary prospectus, and any further 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 a 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.

The securities of the Company (as defined below) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws and may not be offered or sold within the United States (within the meaning of Regulation S under the U.S. Securities Act), unless an exemption from the registration requirements of the U.S. Securities Act is available. The preliminary prospectus and this document each does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States.

Capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed thereto in the preliminary prospectus. All references to “$” or “dollars” in this document are to Canadian dollars, unless indicated otherwise.

Issuer:	Loop Energy Inc. (“Loop” or the “Company”).
Offering:	[●] Offered Shares ([●] Offered Shares if the Over-Allotment Option is
	exercised in full).
Offering Price:	It is anticipated that the Offering Price will be between $12.00 and $16.00
	per Offered Share.
Offering Size:	$100,000,000 ($115,000,000 if the Over-Allotment Option is exercised in
	full).
Over-Allotment	The Company has granted the Over-Allotment Option to the Underwriters,
Option:	which is exercisable, in whole or in part, and from time to time, in the sole
	discretion of the Underwriters, for a period of 30 days from the Closing
	Date, and pursuant to which the Underwriters may purchase up to an
	additional [●] Offered Shares at the Offering Price, to cover over-
	allotments, if any, and for market stabilization purposes.
Shares	Upon completion of the Offering, an aggregate of [●] Common Shares will
Outstanding:	be issued and outstanding. If the Over-Allotment Option is exercised in full,
	[●] Common Shares will be issued and outstanding.
Use of Proceeds:	After deduction of the Underwriters’ Fee (of $[●]) and estimated expenses
	of the Offering payable by the Company of ($[●]), the Company anticipates
	that it will receive net proceeds of approximately $[●], or $[●] if the Over-
	Allotment Option is exercised in full (in each case, assuming there are [●]
	Offered Shares sold to President’s List purchasers in the Offering).

The Company intends to use the net proceeds of the Offering as follows:

• product and technology development;

• sales, general and administration expenses; and

• capital assets.

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Lock-Up In connection with the completion of the Offering, the Company and each Arrangements: of the Company’s directors and officers and their respective associates and certain beneficial shareholders of the Company will enter into customary Lock-Up Agreements valid for a period of 180 days after the Closing Date.

Listing:

The Company has applied to list the Offered Shares on the TSX under the symbol “LPEN”. Listing will be subject to the Company fulfilling all the listing requirements of the TSX.

Eligibility for Eligible for RRSPs, RRIFs, RDSPs, DPSPs, RESPs and TFSAs. Investment:

Offering Type: Initial public offering under a long-form prospectus filed in each of the provinces of Canada. Private placement in the U.S. to “qualified institutional buyers” pursuant to Rule 144A of the U.S. Securities Act, and internationally as permitted by law.

Investor Rights Pursuant to the Investor Rights Agreement, a wholly-owned indirect Agreement: subsidiary of Cummins Inc. will be granted Nomination Rights, Demand Registration Rights, Piggy-Back Registration Rights and Pre-Emptive Rights.

Lead Underwriter National Bank Financial Inc. and Sole Bookrunner:

Underwriting Fee: 6.00% (3.00% for Offered Shares sold to President’s List purchasers, who may purchase up to an aggregate of $[ ● ] of Offered Shares). Pricing Date: Expected week of February 15, 2021. Closing Date: Expected week of February 22, 2021.