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Solution Financial Inc. Investor Presentation 2021

Mar 31, 2021

46163_rns_2021-03-30_f1a7cd87-4a65-47ed-813d-d7364ece605d.pdf

Investor Presentation

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INVESTOR PRESENTATION March 23, 2021 | TSXV: SFI

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CAUTIONARY NOTE

A preliminary short form prospectus 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, except the province of Quebec. The preliminary short form prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form 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 short form prospectus, the final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision . A copy of the preliminary short form prospectus can be found on SEDAR.com.

Prospective investors should rely only on the information contained in the preliminary short form prospectus dated March 10, 2021 and the documents incorporated by reference therein (the "Preliminary Prospectus"). This Presentation is qualified in its entirety by reference to, and must be read in conjunction with, the Preliminary Prospectus. iA Private Wealth Inc., the "Agent" nor SOLUTION have authorized anyone to provide prospective purchasers with additional or different information. An investment in the Company’s securities is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under "Risk Factors" in the Preliminary Prospectus and final prospectus, or any amendments thereto, before purchasing securities of the Company.

For prospective purchasers outside Canada, neither of the Company nor the Agent has done anything that would permit this offering or possession or distribution of the Preliminary Prospectus and final prospectus, or any amendment thereto, in any jurisdiction where action for that purpose is required, other than in Canada. Currencies in this Presentation are in Canadian dollars unless otherwise noted.

This Presentation contains certain statements that are "forward-looking statements". All statements in this Presentation, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans","anticipates", "believes", "intends", "estimates", "projects", and similar expressions, or that events or conditions "will", "may", or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward looking statements Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to successfully negotiate or subsequently close such transactions, inability to obtain required shareholder or regulatory approvals, and general economic, market or business conditions. Forward-looking statements are based on the beliefs,estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. Company believes that these risks and uncertainties include, but are not limited to, those described in the "Risk Factors" section in the Preliminary Prospectus and final prospectus.

CAUTIONARY NOTE CONTINUED

The risk factors contained in the Preliminary Prospectus should not be construed as exhaustive and should be read with the other cautionary statements in the Preliminary Prospectus. Although the Company has attempted to identify important risk factors, there may be other risk factors not presently known to it or that it presently believes are not material that could also cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in the Preliminary Prospectus or this Presentation. If any of the risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in the Preliminary Prospectus or this Presentation. Given these risks and uncertainties, investors are cautioned not to place undue reliance on these forward-looking statements.

Any forward-looking statement in this Presentation is made as of the date of the Preliminary Prospectus, and, except as required by law, the Company undertakes no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

This Presentation includes market and industry data which was obtained from various publicly available sources and other sources believed by the Company to be true, Although the Company believes it to be reliable, the Company has not independently verified any of the data from third party sources referred to in this Presentation, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. The Company does not make any representation as to the accuracy of such information.

This presentation makes reference to certain non-IFRS measures and industry metrics such as “Operational Efficiency” and “In House Portfolio Carrying Value”. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our financial performance from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

United States Securities Laws

This Presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of SOLUTION in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of SOLUTION 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 or to, or for the account or benefit of persons in the United States or "U.S. persons", as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.

OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM

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COMPANY OVERVIEW

  • ➢ Solution Financial Inc. was founded in 2004 and is headquartered in Richmond, British Columbia.

  • ➢ We specialize in sourcing and leasing luxury and exotic vehicles, yachts and other high value assets.

  • ➢ We work with different groups of luxury/ultra luxury automotive dealerships in BC and Alberta, providing alternative leasing solutions to clients who cannot obtain leasing terms with traditional Canadian banks.

  • ➢ Our customers include affluent immigrants, international students and business owners.

  • ➢ We offer unique equity-value leasing structures that allow our clients more flexibility and proactive upgrades not typically provided by traditional leasing companies.

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM

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BUSINESS MODEL

Revenue Streams (BC & AB)

In-house lease income (34% profit margin in 2020) * End of lease vehicle sales income (6% profit margin in 2020) ***

Asset Protection

GPS Tracking system for all luxury assets

Lease structures provide incentives for clients to keep vehicles in good condition as equity will roll over

We proactively ensure leased assets are properly maintained and insured at all times

We specialize in sourcing and leasing limited edition vehicles in very high demand that maintain their values over time

*See Appendix A and financial statements filed on SEDAR.

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM

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LEASE ASSETS *See Appendix A and historical financial statements on SEDAR.com

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM

IN HOUSE LEASE PORTFOLIO

Oct 2020 Leased Price Unit % 54,999 and under * 124 37% 55,000 - 149,999 165 49% 150,000 and above 45 13% 334 100% TOTAL**

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*See Appendix A and MD&A filed on SEDAR.com

* Refinanced on the remaining residual value

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM

OPERATION EFFICIENCY

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*See Appendix A Financial Metrics and supplemental definitions.

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM
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TIMELINE

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2004 2012 2018 2019 2020 2021 Began in-house Solution Financial John Gowans Randy Smyth Expand to the leasing went public on the joined our Board joins as our Greater Toronto TSX Venture of Directors to Chairman of the Area Exchange as SFI.V assist with Board on June 27th national Submitted expansion plan application to graduate to the Anti-Money Expanded to Toronto Stock Laundering Calgary, Alberta in Exchange (TSE) Certification November

Solution Financial Began in-house established in leasing Richmond, British Columbia to provide unique leasing solutions

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARES INFORMATION | TEAM

ANTI-MONEY LAUNDERING

Anti-Money Laundering (AML) Program

Our entire team is certified through Canadian Securities Institute with the Anti-Money Laundering & Terrorist Financing for Banking Professionals

Annual AML Compliance Program Reviewed by: Malysh Associates Consulting

SALESPERSON LICENSING

Our front-line staff are licensed in 3 different provinces

  • Vehicle Sales Authority of British Columbia (VSA)

  • Alberta Motor Vehicle Industry Council (AMVIC)

  • Ontario Motor Vehicle Industry Council (OMVIC)

Personal Information & Privacy Our entire team has completed the Privacy & Information Management course through the Gov’t of BC

FINANCIAL REPORTS

Annual Financial Statements, Management Discussion & Analysis (MD&A) Audited by: Davidson & Company LLP

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM
CAPITALIZATION
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55.56M 55.56M
(70%) (68%)
Insider Holding Shares Insider Holding Shares Capital Structure:
30-day average trading price: $0.47
Market Cap: $38.25M
Stock Price History
Beta (5Y Monthly) 0.38
Jun 22, 2018 Total Shares Oct 31, 2020 52-Week Change 34.29%
Outstanding S&P500 52-Week Change 41.37%
78.88M 81.38M 52 Week High 0.60
52 Week Low 0.29
50-Day Moving Average 0.46
200-Day Moving Average 0.48
23.32M 25.82M
Source: Yahoo Finance, Mar 2021
(30%) (32%)
Retail Holdings Retail Holdings
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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM

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June 27th, 2018 Commence Trading at $0.25 per share Source: TMX Money, 2020

SHARE PRICE

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March 10, 2020
Trading at $0.47 per
share
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Past performance is not an indicator of future outcomes

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM

BOARD OF DIRECTORS

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RANDY SMYTH
JOHN GOWANS VINCENT LAU
DESMOND BALAKRISHNAN KERRY MEIERS
SEAN HODGINS BRYAN PANG
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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARE INFORMATION | TEAM

MANAGEMENT

BRYAN PANG, CEO

Started SFI back in 2004 focused on brokering leases for wealthy new immigrants with limited Canadian credit history. Built business to over $40M in gross lease transactions per year before going public in 2018 to access capital to build in-house leasing program. Has quickly grown SFI’s lease portfolio from $6M to $26M+ and kicked off national expansion program in fiscal 2020.

SEAN HODGINS CFO, Director

Sean has over 20 years of experience in senior financial management positions for a number of high growth businesses. Sean is a CPA, CA, CPA (Illinois) and co-founder of Tandem Accounting Group. Notable roles prior to joining SFI include CFO at Quickmobile (acquired by Cvent) and Mazza (acquired by Sensient).

VINCENT LAU VP of Operations, Director

Vincent has over 30 years of experience in managing automotive businesses and leasing. Earned five consecutive wins as one of the top three dealerships in Western Canada during his 8 years as the General Manager at OpenRoad Audi.

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OVERVIEW | COMPANY ANALYSIS | GROWTH STRATEGY | SHARES INFORMATION | TEAM

BOARD OF DIRECTORS

RANDY SMYTH Chairman of the Board, Director

With over 30 years in the leasing industry Randy successfully built and sold several leasing businesses including Mercado Capital. Currently the founder and CEO of Geminus Acquisition & Management which has a national consolidated lease and loan portfolio over $250M across five funding platforms.

DESMOND BALAKRISHNAN Independent Director

Partner at McMillan LLP since 2004. Desmond Co-Chair’s McMillan’s Entertainment, Gaming and Sports practice. Desmond focuses on private equity, public offerings, mergers, acquisitions, and listed company maintenance. Desmond sits on the TSX BC Advisory Committee.

JOHN GOWANS Independent Director

With over 35 years of experience in senior executive roles in the leasing industry after starting his career with GE Capital. John helped grow both WS Leasing and First West Leasing to major National auto leasing programs similar to the goals set out for SFI.

KERRY MEIER Independent Director

Kerry has over 25 years of experience in insurance business with an extensive network of contacts in the automobile sector. Founder of Meier Insurance, Kerry grew that business to 50 full-time staff before selling to Westland Insurance in 2016.

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|||||
|---|---|---|---|
|TERM SHEET|
|Issuer|Solution Financial Inc. (the “|Company|”) (TSXV: SFI)|
|Offering|Agency best-efforts offering of up to 25,000,000 Units (the “|Units|”) (28,750,000 Units assuming the Over-Allotment Option is|
|exercised in full).|
|Units|Each Unit shall consist of one common share of the Company (a “Share”) and one-half of one common share purchase warrant|
|(each full warrant, a “Warrant”). Each Warrant shall be exercisable to acquire one common share of the Company (a “Warrant|
|Share”) for a period of 12 months from Closing (as herein defined) at an exercise price of $0.50 per Warrant.|
|Offering Price|$0.40 per Unit (the “|Offering Price|”)|
|Amount:|A minimum of $3 million and a maximum of $10 million ($11.5 million if the Over-Allotment Option is exercised in full).|
|Over-allotment|The Company has granted the Agent an option (the “|Over-Allotment Option|”), to arrange for the purchase additional Units in|
|Options|an amount equal to 15% of the Units sold pursuant to the Offering at a price of $0.40 per Unit, exercisable at any time, for a|
|period of 30 days after and including the Closing Date. The Over-Allotment Option is exercisable to acquire Units at the|
|discretion of the Agent.|
|Use of Proceeds|The Company intends to use the proceeds of the Offering for operating lease capital to support existing and new dealership|
|leasing opportunities in Western Canada and Ontario.|
|Form of Offering|Agency best-efforts offering by way of a short form prospectus.|

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TERM SHEET

Selling All Provinces in Canada, except Quebec, certain offshore jurisdictions (provided that placement in such offshore jurisdictions does Jurisdictions not give rise to the filing of a prospectus or registration statement or to any continuous disclosure obligations), and in the United States on a private placement basis pursuant to applicable exemptions under the United States Securities Act of 1933, as amended.

Eligibility The Offered Securities will be qualified investments under the Income Tax Act (Canada) for RRSPs, RESPs, RRIFs, DPSPs, RDSPs and TFSAs.

Commission A cash fee equal to 1.0% of all gross proceeds raised in connection with the Offering from purchasers identified by the Company (the “ President’s List” ).

A cash fee equal to 8.0% of all gross proceeds raised in connection with the Offering from all purchasers not included on the President’s List and number of warrants (the “ Broker Warrants ”) equal to 6.0% of the number of Offered Securities issued by the Company under the Offering including the Over-Allotment Option. Each Broker Warrant shall entitle the Agent to acquire one common share of the Company at the Offering price for a period of 12 months from the Closing Date, subject to compliance with the pricing requirements of the TSX Venture Exchange.

Closing Date On or about March 30, 2021 (the “ Closing Date ”).

Agent iA Private Wealth Inc.

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TSX Venture Exchange SFI.V

Exchange Symbol Transfer Agent Fiscal Year End Auditor Corp. Lawyer

Computershare Investor Services Inc. October 31 Davidson & Company LLP McMillan LLP

Investors interested in participating in this offering should contact their Investment Advisors

Sean Hodgins, CFO

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[email protected] W: 604-233-1937 C: 778-318-1514

Solution Financial Inc.

Suite 137 8680 Cambie Road Richmond, BC V6X 4K1 www.Solution.Financial

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The following Financial Metrics are intended to assist investors in calculating profit margins


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APPENDIX A: Financial Metrics and Non-IFRS Terms

The following Financial Metrics are intended to assist investors in calculating profit margins from the Company’s audited financial statements and understand certain non-IFRS terms used in this presentation.

  • “Lease income” refers to the Lease related income contained in the revenue line item “Sales and lease income”

  • “Lease COGS” refers to Lease cost of goods sold and reflects the applicable costs associated with its “Lease income”.

  • “Operating costs” refers to the total expense line items of “Sales and marketing” and “General and administration” expenses.

  • “Operational Efficiency” is a non-IFRS term and refers to the Company’s ability to grow lease income at a faster rate than Operating costs.

  • “In House Portfolio Carrying Value” refers to the book value of the Company’s Property under operating leases.

* See October 31, 2020 audited financial statements on SEDAR.com

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APPENDIX A: Financial Metrics continued
For the years ending
Total Lease Revenue Financial Statement October 31, 2020 October 31, 2019
Reference
Interest & Administrative Income Note 21 $ 2,237,775 $ 1,428,816
Rental Revenues Note 21 $ 5,342,613 $ 3,689,774
Rental Fees Note 21 $ 201,059 $ 241,104
$ 7,781,447 $ 5,359,694
COGS of Operating Leases Note 21 $ 5,157,281 $ 3,472,856
Gross Profit Calculated $ 2,624,166 $ 3,472,856
Gross Profit Margin Calculated 33.72% 35.20%
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* See October 31, 2020 audited financial statements on SEDAR.com

2020

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APPENDIX A: Financial Metrics continued
For the years ending
Total Vehicle Sales Financial Statement October 31, 2020 October 31, 2019
Reference( ¹)
Vehicle sales Note 21 $ 5,860,943 $ 2,927,105
Finance lease vehicle sales Note 21 $232,771 $ 574,879
$ 6,093,714 $ 3,501,984
COGS of Vehicle Sales Calculated(²) $ 5,716,412 $ 3,196,336
Gross Profit Calculated $ 377,302 $ 305,648
Gross Profit Margin Calculated 6.19% 8.73%
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  1. See October 31, 2020 audited financial statements on SEDAR.com 2. Calculation is total COGS less Lease COGS

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