CONFIDENTIAL MEMORANDUM

Update on RainTree business issues – Week of February 12, 2023

BACKGROUND

• RainTree is a startup business originating in Canada in 2006 and with corporate status in the
US, starting in 2019. The company is focused on developing projects that generate premium
quality ‘certified’ carbon credits through forest landscape restoration. The entity’s primary
target markets are large publicly traded corporations seeking carbon offsets as part of an
overall strategy of decarbonization.

• RainTree’s management intends to develop a pipeline of large-scale projects through a number

of public-private alliances (PPA’s) in developing countries where deforestation and biodiversity
loss are high.

• The company’s unique business model is based on building and operating specialized high-
technology infrastructure called ‘BioCentres’ intended to support regional projects generating a
high-value supply of credits. The technology is manufactured and exported from Canada with
specialized ‘climate finance’ loan guarantees available to international buyers through the
Canadian Government.

• RainTree’s management intends to pre-sell up to 50% of its anticipated credit supply through
forward-purchase (offtake) contracts with the balance being delivered to market buyers through
banking sector-sponsored ‘blockchain-enabled’ online (spot market) trading platforms. (ie.
www.carbonplace.com)

• The RainTree company’s unique carbon market software platform is designed to allow small to
large landholders, including Governments, to register lands for forest restoration, receive high-
quality young tree seedlings and services from its BioCentres, and then generate secure and
ongoing carbon credit payments for the life of the project, up to 25 years. The software, still in
development, is set to release in mid-2023.

• The platform is expected to deliver an important new toolbox for Governments, communities,
and millions of rural landholders in developing regions where RainTree BioCentres are
constructed. Because the software platform includes a GoogleEarth based verification system
using advanced satellite imagery, the new RainTree platform is expected to help solve the
current market frustration of legitimacy and transparency of project activities and benefits

• RainTree’s management team has extensive experience in the design, construction, and
operation of large commercial horticulture greenhouses and reforestation nurseries, and broad
knowledge of international climate policy and emerging carbon markets.

RAINTREE MERGER PLANS

• The company’s management and advisors, together with senior executives from a group of
affiliated carbon market companies have been planning a form of merger, with the intention of
listing the new entity on the NASDAQ stock exchange in 2023. Two of the merger affiliates are
currently publicly traded on the Toronto NEO exchange providing an important platform for a
jump to NASDAQ by the proposed new merged entity.

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• RainTree’s core competency is on the technology side of the business, while the merger will
strengthen the new entity’s operational capacity as well as financial markets and insured carbon
funds management competency. The resulting NewCo is expected to be viewed by extremely
favorably by investors and carbon credit buyers as a well-positioned and highly capable market
entrant.

• The group of companies (all recent startups, < 5 years) is largely Canadian, (Viridis Terra from
Montreal with BaseCarbon and Carbonstreaming, both headquartered in Toronto) together with
a San Francisco-based tech startup. (Pachama).

• Viridis Terra has a strong management team and extensive experience in international
environmental project development, including mine remediation and large forest restoration for
carbon markets. Viridis Terra is on a growth trajectory with significant projects ready for
expansion in Latin America and Africa and contracts in place with large investors including
Amazon and Shopify.

• Both BaseCarbon and Carbonstreaming have recently listed on the NEO stock exchange in
Toronto, collectively raising more than US $200 M for investment in quality carbon credit
projects. While both companies have faced challenges in finding both the volume and quality of
projects to invest in and have seen a devaluation of their stock prices as a result, both have
highly experienced management teams, especially in market finance, and are expected to add
important bench strength for the newly merged and integrated RainTree entity going forward.

• The Pachama company offers a specialized carbon market service for validating projects and is
developing a supply portal for international carbon credit projects. Pachama is effectively a
reseller. The company has financial backing from a range of big names including Microsoft,
Salesforce, and Breakthrough Energy Fund (Bill Gates). The company has been recently caught
in the same wave of criticism over the lack of transparency of its projects and is expected to
benefit very favorably from integration with the RainTree business model.

• The near-term timing of the proposed merger completion and NASDAQ listing is important as
the carbon offset market is currently in a state of flux. Supported by recently published
investigations, the market has expressed widespread concerns over the validity of ‘the vast
majority’ of carbon offset projects worldwide not meeting minimum market standards, defined
as ‘greenwashing’. RainTree’s operating platform and the proposed merged entity are
specifically designed to overcome these market concerns and deliver a highly credible,
transparent, and premium-value supply of credits.

• RainTree’s new management team and advisors are confident that the combined company will
have an important competitive advantage in the marketplace because of the unique ‘science
and technology based’ approach, and the focus on the delivery of only the highest-quality
carbon credits certified to the new ‘Core Carbon Principles’ set by the UN Carbon Market
Integrity Council. The company is also the first to bring a fully scalable solution.

• The new company will also be investing in marketing and brand development with the intention
to position itself as the market quality and performance leader, also expecting to help support
its attractiveness to market investors.

COLOMBIA PROJECTS

• RainTree began investing in project development in Colombia in early 2022. In August 2022
leftist candidate Gustavo Petro was elected President, running on a campaign of change
including environmental and rural reform, and promising an energy transition.
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• Following the election, RainTree began to position itself to enter into a Master Project
Agreement with the Government of Colombia to develop a nationwide Programme for forest
landscape restoration and carbon offset generation, as set out under the Paris Agreement.

• The company’s senior executives together with local representatives and the Government of
Canada have been very successful at securing strong support for the business proposition from
the various levels of Government and associated agencies and are confident an agreement will
be negotiated in early 2023.

• In between November 2022 and January 2023, and with strengthening support from
international carbon market (offtake contract) buyers following the project including Apple
Computers (Apple Restore Fund), Amazon (Bezos Earth Fund, Abacus Carbon Marketplace), the
Nestle Company, and Danone (One Planet for Business Initiative) the team developed
comprehensive plans for four (4) large pilot projects in Colombia.

• Each of the four pilot projects would provide an initial investment opportunity for the target
carbon market buyers and serve as a ‘proof of concept’ launchpad for the proposed nationwide
Programme and public-private alliance backed by the Petro Government.

• The four regions include (1) Amazon, (2) Orinoquio, (3) Higher Flatlands/Middle Magdalena and
(4) Pacific Northwest.

• A pairing of key corporate sponsors with target regions was proposed including Apple
Computers in the Northwest region where the company has purchased a 27,000 hectare
mangrove forest on the Caribbean coast and is seeking to invest in a large forest restoration
and carbon offset program through its Apple Restore Fund in partnership with Goldman Sachs
and Conservation International. RainTree’s proposed platform using BioCentres and
community satellite nurseries to restore large areas of native and community forests is seen as
ideal for Apple’s investment strategy, delivering a reliable and quality supply of premium offsets
together with a range of social and economic benefits to those surrounding communities.

• The Amazon company’s proposed investment into a RainTree project through the Bezos Earth
Fund and its news carbon credit marketplace Abacus offers the potential to demonstrate a
unique approach to combatting deforestation and restoring lost native rainforests. The region
has seen more than 3.2 million hectares of deforestation between 2012 and 2022, one of the
highest concentrations in the Amazon basin. RainTree’s Amazon project is set to deliver the
highest value carbon offset credits in the marketplace due to the range of benefits anticipated.

• Similarly, high-value projects and carbon offset streams are set to advance with corporate
sponsors Nestle and Danone in the Orinoquio and Higher Flatlands regions. The projects have
a special focus on combining natural forest restoration and agroforestry, including for the dairy,
cocoa, and coffee sectors which the sponsor companies are known as global leaders in. Both
entities are part of an international carbon market investment coalition known as One Planet for
Business (and Biodiversity) and are expected to lead to significant international investment in
expanded projects throughout Colombia as part of the National Programme.

• A fifth pilot project in the Caribbean/Middle Magdalena region of Colombia was introduced in
October 2022 but was put on hold in December pending further investigation and agreement
with local partner(s).

• RainTree’s management has proposed the formation of a unique ‘Colombia Carbon Partners’
corporate entity to help guide strategic business planning, ongoing and future investment
activities as well as broad government, community, and stakeholder relations. END
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