Loop Energy Inc. — Capital/Financing Update 2021

Feb 18, 2021

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LOOP ENERGY INC.

INITIAL PUBLIC OFFERING OF COMMON SHARES

FEBRUARY 18, 2021

A final prospectus (the “ prospectus ”) dated February 18, 2021, containing important information relating to the securities described in this document has been filed with the securities regulatory authority 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 prospectus, and any amendment, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the prospectus, and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. 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 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 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: 6,250,000 Offered Shares. Offering Price: $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 937,500 Offered Shares at the Offering Price, to cover overallotments, if any, and for market stabilization purposes. Shares Upon completion of the Offering, an aggregate of 33,577,961 Common Outstanding: Shares will be issued and outstanding. If the Over-Allotment Option is exercised in full, an aggregate of 34,515,461 Common Shares will be issued and outstanding. Use of Proceeds: After deduction of the Underwriters’ Fee (of $6,000,000) and estimated expenses of the Offering payable by the Company of ($1,800,000), the Company anticipates that it will receive net proceeds of approximately $92,200,000, or $106,300,000 if the Over-Allotment Option is exercised in full.

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 TSX has conditionally approved the listing of the Offered Shares under the symbol “LPEN”. Listing is 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%.

Closing: On or about February 25, 2021.