SomaLife Ventures (VCC) Inc. - Before & After Media · SomaLife Ventures VCC is an Okanagan based...

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SomaLife Ventures (VCC) Inc. Securities Information: This Summary does not constitute an offering of securities, it is simply an introduction to an investment opportunity and is qualified in its entirety by the Offering Memorandum. Read the offering memorandum thoroughly before investing. January, 2017 Confidential Executive Summary Introduction: SomaLife Ventures VCC is an Okanagan based Venture Capital Corporation, developed by SomaLife Consulting and the Robson Financial Group that targets investment towards high-growth Nutraceutical, Age Management, Nootropic and Food Science companies with explosive products. SomaLife is a well respected local incubator providing its portfolio companies with leadership, management and the capital needed to backstop their growth. The SomaLife Team has developed an unparalleled opportunity for investors to participate in one of the fastest growing and trending industries in the world. Investment Highlights: Experienced management team 30% *VCC refundable tax credit Existing business with significant growth opportunities 7% Targeted Annual Dividend Patents & Trademarks RRSP, TFSA eligible R&D / Product development infrastructure Established brands High growth trending industry *BC Residents and Corporations Offering: Class B Common Voting Shares (“the Shares”) Minimum Purchase: $10,000 CDN (10,000 20,000 Shares) Maximum Offering: $5,000,000 CDN (7,000,000 Shares) Issue Price 1: $0.50 Seed Round up to Two Million dollars ($2,000,000) Issue Price 2: $1.00 2 nd Round up to Three Million dollars ($3,000,000) Proposed Closing: On or about January 30, 2017 (there may be multiple closings) Subscribers: Eligible Investors Subscription Options: Certified Cheque or Bank Draft Objectives: This opportunity has been created to facilitate the company’s development plans that will enhance existing brands/portfolio companies, develop and launch new products and provide an annual dividend to our investors. It is the intention of management to work towards an exit strategy that may consist of an amalgamation/acquisition, a going-public transaction, a reverse takeover or a management buyout.

Transcript of SomaLife Ventures (VCC) Inc. - Before & After Media · SomaLife Ventures VCC is an Okanagan based...

Page 1: SomaLife Ventures (VCC) Inc. - Before & After Media · SomaLife Ventures VCC is an Okanagan based Venture Capital Corporation, developed by SomaLife ... Pay at least 75% of the wages

SomaLife Ventures (VCC) Inc.

Securities Information:

This Summary does not constitute an offering of securities, it is simply an introduction to an investment opportunity and is qualified in its

entirety by the Offering Memorandum. Read the offering memorandum thoroughly before investing.

January, 2017

Confidential Executive Summary

Introduction:

SomaLife Ventures VCC is an Okanagan based Venture Capital Corporation, developed by SomaLife

Consulting and the Robson Financial Group that targets investment towards high-growth Nutraceutical,

Age Management, Nootropic and Food Science companies with explosive products. SomaLife is a well

respected local incubator providing its portfolio companies with leadership, management and the

capital needed to backstop their growth. The SomaLife Team has developed an unparalleled opportunity

for investors to participate in one of the fastest growing and trending industries in the world.

Investment Highlights:

Experienced management team

30% *VCC refundable tax credit

Existing business with significant growth opportunities

7% Targeted Annual Dividend

Patents & Trademarks

RRSP, TFSA eligible

R&D / Product development infrastructure

Established brands

High growth trending industry *BC Residents and Corporations

Offering:

Class B Common Voting Shares (“the Shares”) Minimum Purchase: $10,000 CDN (10,000 – 20,000 Shares) Maximum Offering: $5,000,000 CDN (7,000,000 Shares)

Issue Price 1: $0.50 Seed Round up to Two Million dollars ($2,000,000)

Issue Price 2: $1.00 2nd Round up to Three Million dollars ($3,000,000)

Proposed Closing: On or about January 30, 2017 (there may be multiple closings)

Subscribers: Eligible Investors

Subscription Options: Certified Cheque or Bank Draft

Objectives: This opportunity has been created to facilitate the company’s development plans that will enhance existing brands/portfolio companies, develop and launch new products and provide an annual dividend to our investors. It is the intention of management to work towards an exit strategy that may consist of an amalgamation/acquisition, a going-public transaction, a reverse takeover or a management buyout.

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Life Sciences - Sport Nutrition - Age Management - Brain Health

FORWARD LOOKING DISCLAIMER

This presentation contains forward-looking statements. Forward-looking statements are statements that relate to future events

or future financial performance. In some cases, you can identify forward-looking statements by the use of terminology such as

“may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “predict”, “potential”, or “continue”

or the negative of these terms or other comparable terminology. These statements speak only as of the date of this

presentation. This presentation may also contain future oriented financial information (“FOFI”) within the meaning of

applicable securities laws. The FOFI has been prepared by our management to provide an outlook of our activities and results

and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions. The actual

results of operations of our company and the resulting financial results may vary from the amounts set forth herein, and such

variation may be material. Our management believes that the FOFI has been prepared on a reasonable basis, reflecting

management’s best estimates and judgments. Any FOFI in this presentation is made as of the date specified at the bottom of

this page and is based upon the information available to us as of that date.

Examples of forward-looking statements that may have been made in this presentation include statements pertaining to,

among other things: (1) sources and use of proceeds; (2) financial projections; (3) targeted payment of dividends; (4) the

sample return on investment; and (5) any other financial information not listed here.

The material assumptions supporting these forward-looking statements include, among other things: (1) our ability to obtain

any necessary financing on acceptable terms; (2) timing and amount of capital expenditures; (3) our management team’s ability

to implement our business plan; and (4) general economic and financial market conditions. These statements are only

predictions and involve known and unknown risks, uncertainties and other factors, including: (1) changes in general economic

or market conditions; (2) our ability to complete future product development; (3) our ability to effectively implement our

strategies and business plans; (4) our need for and ability to obtain necessary financing on acceptable terms; (5) the timing and

amount of capital expenditures; (6) our ability to enforce our intellectual property rights; (7) our ability to retain the services of

our senior management and key employees; and (8) general economic and financial market conditions. These risks, as well as

risks that we cannot currently anticipate, could cause our, or our industry’s, actual results, levels of activity or performance to

be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking

statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee

future results, levels of activity or performance. Except as required by applicable law, including applicable securities laws, we do

not intend to update any of the forward-looking statements to conform these statements to actual results.

December 1, 2016

Securities Information:

This Summary does not constitute an offering of securities; it is simply an introduction to an investment opportunity and is qualified in its

entirety by the Offering Memorandum. Read the offering memorandum thoroughly before investing.

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Life Sciences - Sport Nutrition - Age Management - Brain Health

Mission: “At SomaLife Ventures we aim to improve the quality of lives of people all over the world by developing

nutrition based, science backed functional whole foods and nutraceutical products with a focus on age

management and brain health. For our portfolio companies we strongly believe in value added investing

and play an active role in the development and expansion of these companies and their products.

Overview: SomaLife Ventures (VCC) Inc. has an agreement that provides for investment into SomaLife Consulting

Inc. its existing proprietary products, current portfolio companies as well as all future investment,

acquisition and development of products and portfolio companies.

About SomaLife Consulting:

SomaLife is a highly respected life science incubator located in Kelowna BC that provides its portfolio

companies with leadership, management and the capital needed for their continued growth. For close

to 20 years SomaLife has been a pioneer in Age Management, Longevity and Brain Health, whose

products, centered on medical science, work at the cellular level. The company’s proprietary

formulations were created by Dr. Phillip White, a Harvard and Cambridge educated doctor who lived as

a practising physician in Kelowna for over 35 years and was also Chief of Staff at Kelowna General

Hospital for 18 years. The products he created are based on years of clinical research with its Flagship

product, “Youth Formula”, the only product of its kind to receive international patents. The company is

currently expanding Dr. White’s research into growing markets, including all natural functional foods

and drinks.

About Robson Financial Group:

The Robson Financial Group, with offices in Kelowna and Vancouver is a financial services company that

has developed a specialized market segment that provides diversity, exceptional profit and growth

potential in Western Canadian private equities.

Robson creates and manages a diverse group of venture capital corporations that specialize in tax

advantage investments that de-risk private equity transactions for retail investors, enhance investor

returns and accelerate their portfolio growth.

Registered under the Small Business Venture Capital Act of BC administered by the Investment Capital

Branch of British Columbia, Robson’s Venture Capital Corporations offer retail investors the opportunity

to participate in off market private equity transactions with the benefit of receiving significant

refundable tax deductions plus the value increase of the underlying assets.

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Life Sciences - Sport Nutrition - Age Management - Brain Health

Investment Strategy: Our Investment strategy at SomaLife is comprised of five essential elements:

1. Identify early stage companies/investment opportunities through our strong network of contacts in the BC Life Science industry, specifically leveraging our position as a successful start-up incubator that has a proven track record of cultivating business concepts into growing cash flow.

2. Conducting thorough due diligence and investing in the most promising of these companies via seed and/or venture financing rounds.

3. “Rolling up our Sleeves” to help management build the business through active mentoring,

assisting in the recruitment of key board and management positions, and advising on financing, M&A and corporate partnering strategies.

4. Provide the financial resources to backstop the company’s growth requirements

5. Actively manage the investment exit to maximize shareholder returns.

Investment Criteria: SomaLife Ventures is a Venture Capital Corporation (VCC) registered under the Small Business Venture

Capital Act of BC. The Act was established to encourage equity investment in eligible small businesses in

British Columbia by providing a 30% refundable tax credit to investors who purchase shares in registered

VCC’s such as SomaLife Ventures. We then use the capital raised to make equity investments in eligible

business corporations (EBC) that qualify under the Act. These companies must:

Together with their affiliates, have no more than 100 employees

Pay at least 75% of the wages and salaries to employees who regularly report to work in BC

Be substantially engaged in a qualifying activity.

In addition to the investment criteria prescribed by the Act, SomaLife Ventures seeks to invest in companies that have:

Proprietary products or services that have a distinct competitive advantage, effective barriers to entry and solutions that are sought by large/expanding markets.

Highly motivated and capable management team with the understanding and readiness to take on what is required to move the company through the super growth stage.

The potential for a 24 to 36 month investment horizon from investment to exit with the expectation of a 35% annual average return over the holding period.

Clear exit opportunities with investment horizon via sale to strategic buyer, acquisition by private equity group, initial public offering or redemption etc.......

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Life Sciences - Sport Nutrition - Age Management - Brain Health

Current Brands/Portfolio Companies:

Youth Formula – Patented all natural blend of amino acids. Our Age Management, Longevity Health and Wellness Brand sold direct to consumer. www.mysomalife.com

gHP Sport – Fitness, Athletic, Recovery Repair Brand sold direct to consumer. Only product of its kind to have NSF Certified for Sport and Informed sport certifications. www.ghpsport.com

Naturalife – Age Management, Longevity Health and Wellness Brand positioned for sale in traditional retail. www.mynaturalife.com

Soma Pet – All natural elite dietary supplement formulated for pets. Sold direct to consumer and in development for infomercial. www.somapet.com

Equinety – All natural formula specifically designed to enhance the lives of horses. It is the ‘Preferred Supplement Of Equestrian Canada’ and is sold direct to consumer and retail www.equinetyproducts.com

Every Bite Counts – Nutritional, all natural, sustainable energy bar in development that will be sold direct to consumer and traditional retail. www.ebcbar.com

CleanNRG – All natural energy drink, currently in development, that is sugar free, fat free, calorie free and fortified with amino acids. It will be sold direct to consumer and traditional retail

Proprietary Products and R&D: SomaLife has focused on specific complimentary product lines in the 100% natural categories and then

cross-referenced these with trending product lines that would be synergistic with SomaLife products.

The conclusion was that there were three immediate areas that would be appropriate for expansion.

Raw whole food energy bars, nutritional drinks and an all natural skin care line were researched and

development has begun. Dr. White created the all natural formulas and the R&D team is currently

working on bringing them to market.

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IN

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LNATURA

L

SomaLife

TM

The Evolution of Age Management

© Copyright 2016 SomaLife. All Rights Reserved. 1607 NATURAL HEALTH PRODUCT / PRODUIT DE SANTÉ NATUREL NPN 80023645

BOOST VitalityINCREASE EnergyMAXIMIZE Cell RepairDEEPER Sounder SleepIMPROVE Outlook & MoodSTRENGTHEN Immune SystemACCELERATE Wellness & Recovery

Live a SomaLifeStyle. YOU Staying Young!

Testimonials

“SomaLife products, particularly Youth Formula, gave me that extra edge to compete in top level dragon boat racing. This enabled me to consistently win gold medals in mixed and women's divisions as well as competing in the BC Seniors Games on the first team to ever win the "Gold".

Age management is important to me and I am constantly told I look at least 10 years younger than my age. I couldn't be happier with this and Youth Formula has been my supplement of choice since 1998.”

Marlies White• SomaLife Co-Founder and President• Dragon Boat Racing Gold Medal Winner

“We have been taking Youth Formula for 17 years, starting at ages 56 (Kevin) and 50 (Elizabeth.) Three months after starting, Kevin finally became pain-free from the whiplash injury sustained two years earlier in a car accident. Around the same time Elizabeth broke her arm, and recovered in record time, amazing both the doctor and the physiotherapist.

We are both in excellent health, very little has changed in the last 17 years. We have no health challenges and are not prescribed drugs of any kind. We are not visibly aging like our counterparts, we look and feel young, our energy level has not changed, we enjoy camping trips and long hikes just like we always have.

Somalife Youth Formula has delivered everything we hoped for, and we feel so lucky to have found it. Our two adult children are also on Youth Formula, as they see what it is doing for us.”

Elizabeth and Kevin Henry• Avid Outdoor Enthusiasts

“Much to my amazement and joy, Youth Formula quickly ended 30 years of ‘incurable’, 24/7 pain. With my condition, it's a personal miracle each time I enjoy simple things WITHOUT pain or medication. Is this a quickie symptom fix? Hardly! It IS, however, my best support in helping my entire body heal itself. I want everyone to experience this life-changing product!”

Julie Woods, The Urban Bliss Shaman™• Leadership Alchemist • Speaker / Facilitator • Philanthropist

What is Youth Formula?Youth Formula is an all-natural, vegan, whole food supplement specifically designed to deliver optimal nutritional support to your body. More restful sleep, better overall outlook and mood — as well as increases in energy and stamina — are some of the many health improvements you can experience when you take this revolutionary product. Created by an internationally-renowned Cambridge and Harvard educated British physician, the power of this product is in its proprietary combination of pure free-form crystalline amino acids. These organic amino acids encourage the production of additional healing, repair, and growth factors that jumpstart your body's natural processes of cell repair and regeneration. And the science behind this life changing product is so unique that it carries international patents to protect it. It's time your body got the kind of healing and wellness support that has you feeling your best!

Youth Formula — Your Ultimate Longevity Solution.

MaximizeHealthy CellRegeneration

Julie WoodsThe Urban Bliss

Shaman™• Leadership Alchemist

• Speaker/ Facilitator• Philanthropist

Elizabeth & Kevin HenryAvid Outdoor Enthusiasts

MarliesWhite

• SomaLife Co-Founderand President

• Dragon Boat RacingGold Medal Winner

To learn more or order now go to SomaLife.com

An Ageless Tomorrow TM

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SOMALIFE CONSULTING LTD, V1Z 2S9, CANADAIMPORTER / IMPORTEUR: SL DISTRIBUTORS, V1Z 2S9, CANADA

Oral / oraleMedicinal Ingredients (per capsule) / Ingrédients médicinaux (par capsule)Lysine (L-Lysine) / Lysine (L-lysine) .............................................................. 217 mgL-Arginine / L-Arginine ................................................................................. 217 mgL-Ornithine ((S)-2,5-Diaminopentanoic acid) / L-Ornithine (Acide (S)-2,5-diaminopentanoïque) .......................................... 133 mgGlycine (Aminoacetic acid) / Glycine (acide aminoacétique) ........................ 83.3 mgL-Leucine / L-Leucine ................................................................................... 66.7 mgL-Isoleucine / L-Isoleucine ........................................................................... 66.7 mgL-Valine / L-Valine........................................................................................ 66.7 mgL-Glutamine / L-Glutamine .......................................................................... 41.7 mgNon-Medicinal Ingredients: Water, Hypromellose, Magnesium stearate Ingrédients non médicinaux: eau, hypromellose, stéarate de magnésium

Youth Formula is encapsulated in a vegetable capsule and contains no artificial flavour, colour, preservatives, sucrose, starch, gluten, dairy or yeast, and is non-GMO. Due to the natural ingredients in this product, colour and odour variations may occur.

Recommended Use: Use as a source of essential amino acids to support the body's biochemistry for the maintenance of good health.

Recommended Dose: Adult females: 3 capsules, 2 time daily. Adult males: 6 capsules, once per day. Store at room temperature (59°- 86°F) or (15°- 30°C).

Cautions and Warnings: Consult a health care practitioner if you have any kidney, liver and/or other medical condition, and if you are on a protein restricted diet. Consult a health care practitioner prior to use if you suffer from a cardiovascular disease and are attempting an increase in physical activity. Consult a health care practitioner prior to use if you are taking medication for cardiovascular disease, erectile dysfunction, and/or blood thinners.

Contraindications: Do not use if you are pregnant or breastfeeding. Do not use prior to laboratory and/or other diagnostic tests. Do not use if you have had a heart attack/myocardial infarction.

Known Adverse Reactions: Some people may experience gastrointestinal discomfort (such as diarrhea).

Youth Formula is a proprietary blend and Internationally patented.

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© Copyright 2016 SomaLife. All Rights Reserved. 1607 NATURAL HEALTH PRODUCT / PRODUIT DE SANTÉ NATUREL NPN 80023645

Ingredient amounts are calculated on a “per capsule” basis as required by Health Canada.

To learn more or order now go to SomaLife.com

L-argininegives excellent support to the cardiovascular system in multiple ways. It has been demonstrated to be of significant help in wound healing, recovery times for broken bones, surgery and weight loss.

L-lysineprovides dietary support for the immune system and can improve supplemental calcium absorption, as well as decrease urine calcium and calcium loss.

L-ornithineas a dietary supplement it can support the production of anabolic hormones and reduce muscle stress from exercise.

L-glutamineglutamine supplementation can assist individuals who are exercising and burning significant amounts of energy in the muscle. Glutamine prevents muscle catabolism which can occur when exercising hard as the muscles can supply glutamine for other cells in the body, and unless supplemented, can become deficient. It also helps maintain cell volume and hydration and as such will speed up healing.

Glycineis used to help create muscle tissue and convert glucose into energy. It is also essential to maintaining healthy central nervous and digestive systems, and has recently been shown to provide cell protection via antioxidants. It helps regulate blood sugar levels, and thus glycine supplementation may be useful for treating symptoms characterized by low energy and fatigue.

L-leucineLeucine, and supplemental leucine, helps with the regulation of blood sugar levels as well as the growth and repair of muscle tissue and our bones and skin.

L-isoleucinepromotes muscle recovery after physical exercise and on its own is needed for the formation of hemoglobin (the primary oxygen-carrying constituent of red blood cells), as well as assisting with regulation of blood sugar and energy levels.

L-valineis required for muscle metabolism, repair and growth of tissue and maintaining the nitrogen balance in the body. Since it is a branch-chain amino acid, it can be used as an energy source in muscles, and in doing so, preserves the use of glucose. Valine will support muscle maintenance, growth, tissue repair, muscle energy and maintains balance in these areas.

8 GREAT REASONS TO TRY YOUTH FORMULAYouth Formula is a natural health product in the truest sense of the word. It is a blend of eight amino acids

designed to provide optimal nutritional support for your body. Youth Formula has had its constituent amino acids selected to provide the following benefits individually with further benefits as a whole:

Feedback Loop,hypothalamusmeasures andcontrols therelease of healing, repair and growth factors

Amino acids areabsorbed intothe blood streamfrom the stomachand travel to thepituitary

Youth Formulataken orally

travels to the stomach

Healing, repair andgrowth factors releasedfrom the pituitary travelto the liver

Healing, repair andgrowth factors releasedfrom the pituitary travelto the liver

These peptidestrigger repairand regeneration of damaged cellsleading to healthier cells (85-100 trillion cells)

Release of further healing and repair peptides which travel to damaged cells

Youth Formula Works at the Cellular Level

TM

The Evolution of Age ManagementSomaLife

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BARBARAMARVILLE-KELLY

Former On Air Talent Host

for the Home Shopping

Network

RICK SERRATE• Musician and Composer

• Performed with Whitesnake, Debbie Gibson

and Foreigner

SCOTT HENRY• Professional Comedian

• Corporate Emcee• Voice Over Actor

© 2013 SOMALIFE • REV 09/2013** These statements have not been evaluated by the Food and Drug Administration.

This product is not intended to diagnose, treat, cure, or prevent any disease.

Bene�ts• ENHANCED Memory & Recall!• IMPROVED Clarity of Thought!• STRENGTHENED Cognitive Functions!• SHARPER Focus & Concentration!• HEIGHTENED Awareness!

“After turning forty, my focus and memory just wasn't what it once was. As a professional comedian and corporate emcee, I perform in front of hundreds of people on a weekly basis, and having a sharp mind is critical to my performance and career.

Within two weeks of starting IQ150, I felt noticeably sharper and more alert. It gave me the confidence to walk on stage and know that I can be at my best. I've recommended this product to several other performers and they have experienced the same results. Take my word for it . . . IQ150 is no joke!!”

SCOTT HENRY• Professional Comedian• Corporate Emcee• Voice Over Actor

“Sometimes I have to remember what sound or audio technique I used two years ago on another project — which keyboards or guitar, which microphone, which computer, which devices, what audio path, etc. Recall of music live and in the recording studio is critical. My memory HAS to be sharp and hopefully inspired and beyond.

IQ150 helps me perform. IQ150 ROCKS!!!!!"

RICK SERRATE• Musician and Composer• Performed with Whitesnake, Debbie Gibson and Foreigner

“As a television host for 15 years with HSN, and now with my current endeavors, it’s imperative that my presentations are totally spot on! With the addition of IQ150 to my health regime, my mental alertness, focus and concentration are at 100%, which gives me the confidence to know that I will never be at a loss for words!"

BARBARA MARVILLE-KELLYFormer On Air Talent Host for the Home Shopping Network

Testimonials

IQ150 is an all-natural memory enhancing supplement that has been formulated by the SomaLife Scientific Advisory Team to help improve focus and clarity of thought, optimize neurotransmitters, and help fight oxidative stress in the brain.

It is increasingly recognized that a gradual loss of nerve cells and connections occurs at a relatively young age and continues through our adult life. Even as early as our 40’s, the cumulative effects can be quite noticeable with retention, recall and clarity not what they were when we were younger.

For this reason, IQ150 was formulated with the latest scientific evidence from the most up-to-date papers on brain health featuring nine key ingredients that have been tested for maximum effectiveness to stimulate the brain's cognitive functions by providing nutrients that can support a healthy nervous system, promote healthy brain function, and reduce the effects of stress.

Anyone seeking a nutritional supplement formulated to enhance their focus, reduce "brain fog", and live a more memorable life can benefit from this unique and effective, all-natural product.

What is IQ150?

To learn more visit www.ShopSomaLife.com

MaximizeHealthy CellRegeneration

Elite Dietary SupplementwithIQ150 TM

For The Evolution of Your Mind®SomaLife

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COGNIZIN CITICOLINE

BACOPA MONNIERI

TUMERIC ROOT

SPANISH SAGE

GREEN TEA

GINGKO BILOBA

RECOMMENDED CHOICE

IQ150 For the evolution of your mind®

with

®TM

For The Evolution of Your MindwithIQ150

To learn more visit www.ShopSomaLife.com

© 2013 SOMALIFE • REV 09/2013 ** These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.

World’s Alzheimer’s Cases to Quadruple by 20501 in 85 people expected to have disease in 40 years, researchers predict.

Associated Press WASHINGTON - More than 26 million peopleworldwide have Alzheimer's disease, and a newforecast says the number will quadruple by 2050.

At that rate, one in 85 people will have the brain-destroying disease in 40 years, researchers fromJohns Hopkins University conclude.

The new estimates, being presented Sunday at anAlzheimer's Association conference in Washington,are not very different from previous projections ofthe looming global dementia epidemic with thegraying of the world's population.

But they serve as a sobering reminder of the toll tocome if scientists cannot find better ways to battleAlzheimer's and protect aging brains.

"If we can make even modest advances inpreventing Alzheimer's disease, or delay itsprogression, we could have a huge global publichealth impact," said Johns Hopkins public healthspecialist Ron Brookmeyer, who led the new study.

The biggest jump is projected for denselypopulated Asia, home of almost half of today'sAlzheimer's cases, 12.6 million. By 2050, Asia willhave 62.8 million of the world's 106 millionAlzheimer's patients, the study projects.

Other ingredients: Vegetable capsule (HPMC, water), rice flour, magnesium stearate, and silicon dioxide.

Contains soy. IQ150 contains no artificial flavor, color, preservatives, sucrose, starch, gluten, dairy or yeast. Due to the all natural ingredients in this product, color and odor variations may occur. COGNIZIN® and FOR THE EVOLUTION OF YOUR MIND® are registered trademarks of Kyowa Hakko Kogyo Co., Ltd.

S U P P L E M E N T F A C T SServing Size: 2 Capsules Servings Per Container: 30

Amount per serving % Daily Value

Citicoline (Cognizin®) 250 mg *

Bacopa monnieri Ext. 45% Bacosides A&B 170 mg *

Turmeric Root Powder 120 mg *

Spanish Sage Ext. 5% Cineole 60 mg *

Green Tea Ext. 98% Polyphenols, 80% Catechins, 45% EGCG 45 mg *

Caffeine (from Coffee Beans) 45 mg *

Ginkgo Biloba Ext. 24% Flavone Glycosides, 6% Terpene Lactones 30 mg *

Phosphatidylserine 18 mg *

Phosphatidylcholine 15 mg *

* Daily Value not established

9 GREAT REASONS TO TRY IQ150SomaLife’s “IQ150” is a dietary supplement in the truest sense of the word. It is a blend of nine meticulously selected ingredients designed to offer optimal brain support as well as the opportunity for improved clarity, retention and recall. IQ150 has had its constituent ingredients selected to provide the following benefits individually with further benefits as a whole:

Ca�eine (from Co�ee Beans) restores alertness when drowsiness occurs. It produces increased wakefulness, faster and clearer flow of thought, increased focus, and better general body coordination.

Ginkgo Biloba is widely used in Europe for treating dementia. Its use is primarily due to its ability to improve blood flow to the brain and because of its antioxidant properties. Ginkgo may improve thinking, learning, and memory in people with Alzheimer's disease (AD).

Phosphatidylserine otherwise known as PS, has been used for age- related decline in mental function in older people as well as improving quality of function in younger people. Additionally, it has been used in the treatment of attention deficit, hyper-activity disorder and depression.

Phosphatidylcholine has been shown to increase acetyl-choline, norepinephrine, serotonin and dopamine levels in both animal models and patients with Alzheimer's disease. Phosphatidyl-choline is another brain protector and in clinical trials has been shown to improve explicit memory.

Citicoline (Cognizin®) provides vital nutrients that help the brain generate electrical impulses, care for healthy brain cells, and protect neurons from free radical damage. Numerous scientific studies have shown that Citicoline has a measurable effect on memory for healthy individuals as well improving mild memory problems associated with aging.

Baccopa Monnieri supports healthy brain functioning, promotes relaxation of mind and concentration. It helps to enhance intellect and consciousness, increases protein synthesis and activity in brain cells. It improves memory, decreases anxiety, restlessness and senility. It helps in cases of insomnia (sleeplessness) and confused and cloudy thoughts.

Turmeric Root Powder also known as Curcumin, is derived from the root of the Curcumin plant. It has recently been shown to be effective in enhancing neuro transmitters and has antioxidant and neuro-stimulatory effects.

Spanish Sage is an extract of the leaf of the Spanish Sage plant Salvia lavandulaefolia, which was demonstrated in recent studies to enhance memory in adults. It was known for years by our ancestors that it had this kind of effect which has recently been confirmed in clinical studies at European universities.

Green Tea is derived from the leaf, leaf bud and stem of the common tea plant Camellia sinensis. It has powerful antioxidant polyphenols, flavonoids and phenolic acids as well as caffeine, all of which act to protect the brain and improve alertness, clarity and retention.

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The only Patented Athletic Performance Enhancement Product of its Kind

INCREASE EnergySUPERIOR StaminaMAXIMIZE Cell RepairDEEPER Sounder Sleep ACCELERATE Recovery TimeSTRENGTHEN Immune SystemENHANCE Athletic Performance

The Evolution of Performance

DAVID PRICE, Pitcher, Boston Red SoxMember of the 2015 American League East Champions (Blue Jays)2012 AL Cy Young Award Winner • 2010 AL Cy Young Award Runner Up

“I’ve been taking gHP Sport for over five years now and just love it! I sleep better, have more energy, and recover quicker which are all important things to me as a starting pitcher. I believe in this product, and truly feel that it contributed to my best season ever!”

“As a strength and conditioning coach in professional baseball the most important thing to me is making sure that our players are at their optimum performance levels every day, as we play 162 games in 183 days. The highest quality nutrition and certified supplements are essential for optimal health. My players are powered by gHP Sport. While on the product the players and I have experienced deeper, sounder sleep and faster recovery from the day-to-day impact the season has on our bodies. gHP Sport is our daily go-to supplement!”

CHRIS JOYNER, CSCS, RSCCMajor League Strength and Conditioning Coordinator, Toronto Blue Jays2015 American League East Champions

JEVON ATKINSON2x Olympian • Jamaican Record Holder 50m Freestyle

“On my coach’s advice, I started taking gHP Sport when I came out of retirement to try and qualify for my third Olympic games. At age 29, after having been out of competitive swimming for 5 years, I was able to qualify for the Commonwealth Games in Scotland, The Central American and Caribbean Games (CAC) in Mexico, and the Caribbean Island Swim Championships (CISC) in Barbados—after only 6 months of training I believe in the power of gHP Sport. Rio here I come!”

SAMANTHA ACHTERBERGModern Pentathlete - Epee Fencing, Swimming, Equestrian Show Jumping, Pistol Shooting, and Running

“As a multisport athlete training for five events, it can be hard to keep my body healthy and maintain a high level of performance and focus in all of my workouts. Since using gHP Sport, I’m recovering faster and get through training weeks much stronger. I’ve been able to drop my running and swimming times as well as improve the level of focus for my fencing and shooting skills. This allows me to be more competitive with international athletes, therefore helping me get one step closer to making the U.S. Olympic Modern Pentathlon team for 2016.”

BETTER! STRONGER! FASTER!Introducing gHP SportCreated by an internationally renowned Cambridge and Harvard educated British MD, gHP Sport is an all natural combination of pure free-form crystalline amino acids that assist your body to produce agents that start the natural process of cell repair and regeneration. Improved sleep, increased energy, and a dramatic improvement in athletic recovery time are just a few of the many benefits you can quickly experience from taking gHP Sport.

The science behind this product is so unique and effective that it carries international patents to protect it, and it is the ONLY product of its kind that is both NSF “Certi�ed for Sport” and INFORMED SPORT Certi�ed. These prestigious certifications strictly follow the World Anti-Doping Agency (WADA) Guidelines to protect ALL athletes from products containing banned substances.

Therefore, gHP Sport has become the “go to” product of professional and amateur athletes alike, helping them with their performance and recovery.

To learn more or order now visit gHPSport.com

What our Athletes have to say . . .

Natural Health ProductProfessional Grade

© Copyright 2016 gHPSport. All Rights Reserved. 1603

NATURAL HEALTH PRODUCT / PRODUIT DE SANTÉ NATURELNPN 80062293

Find us on FaceBook.com/gHPSport Follow us on Twitter.com/gHPSport

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© Copyright 2016 gHPSport. All Rights Reserved. 1603 NATURAL HEALTH PRODUCT / PRODUIT DE SANTÉ NATUREL - NPN 80062293

Ingredient amounts are calculated on a “per capsule” basis as required by Health Canada.

To learn more or order now visit

gHPSport.com

L-argininegives excellent support to the cardiovascular system in multiple ways. It has been demonstrated to be of significant help in wound healing, recovery times for broken bones, surgery and weight loss.

L-lysineprovides dietary support for the immune system and has been shown to assist with athletic performance in training programs for top athletes. Additionally, it can improve supplemental calcium absorption, as well as decrease urine calcium and calcium loss.

L-ornithinethis amino acid has also been shown to improve the training and performance of athletes. As a dietary supplement it can support the production of anabolic hormones and reduce muscle stress in training.

L-glutamineglutamine supplementation can assist individuals who are exercising and burning significant amounts of energy in the muscle. Glutamine prevents muscle catabolism which can occur when exercising hard as the muscles can supply glutamine for other cells in the body, and unless supplemented, can become deficient. It also helps maintain cell volume and hydration and as such will speed up healing.

Glycineis used to help create muscle tissue and convert glucose into energy. It is also essential to maintaining healthy central nervous and digestive systems, and has recently been shown to provide cell protection via antioxidants. It helps regulate blood sugar levels, and thus glycine supplementation may be useful for treating symptoms characterized by low energy and fatigue.

L-leucineis an essential amino acid which cannot be manufactured in the body and is used by the body in muscle-building and muscle recovery. Leucine, and supplemental leucine, helps with the regulation of blood sugar levels as well as the growth and repair of muscle tissue and our bones and skin.

L-isoleucinepromotes muscle recovery after physical exercise and on its own is needed for the formation of hemoglobin (the primary oxygen-carrying constituent of red blood cells), as well as assisting with regulation of blood sugar and energy levels.

L-valineis required for muscle metabolism, repair and growth of tissue and maintaining the nitrogen balance in the body. Since it is a branch-chain amino acid, it can be used as an energy source in muscles, and in doing so, preserves the use of glucose and can enhance physical performance. Valine will support muscle maintenance, growth, tissue repair, muscle energy and maintains balance in these areas.

8 GREAT REASONS TO TRY gHP SPORTgHP Sport is a natural health product in the truest sense of the word. It is a blend of eight amino acids designed to provide optimal nutritional support to all individuals engaged in sporting activities which

require high amounts of energy. gHP Sport has had its constituent amino acids selected to provide the following benefits individually with further benefits as a whole:

SOMALIFE CONSULTING LTD, V1Z 2S9, CANADAIMPORTER / IMPORTEUR: SL DISTRIBUTORS, V1Z 2S9, CANADA

Oral / oraleMedicinal Ingredients (per capsule) / Ingrédients médicinaux (par capsule)Lysine (L-Lysine) / Lysine (L-lysine) .............................................................. 217 mgL-Arginine / L-Arginine ................................................................................. 217 mgL-Ornithine ((S)-2,5-Diaminopentanoic acid) / L-Ornithine (Acide (S)-2,5-diaminopentanoïque) ........................................................................ 133 mgGlycine (Aminoacetic acid) / Glycine (acide aminoacétique) ........................ 83.3 mgL-Glutamine / L-Glutamine .......................................................................... 41.7 mgL-Leucine / L-Leucine ................................................................................... 66.7 mgL-Isoleucine / L-Isoleucine ........................................................................... 66.7 mgL-Valine / L-Valine........................................................................................ 66.7 mgNon-Medicinal Ingredients: Water, Hypromellose, Magnesium stearate Ingrédients non médicinaux: eau, hypromellose, stéarate de magnésium

gHP Sport is encapsulated in a vegetable capsule and contains no artificial flavour, colour, preservatives, sucrose, starch, gluten, dairy or yeast, and is non-GMO. Due to the natural ingredients in this product, colour and odour variations may occur.

Recommended Use: Workout supplement. Athletic support. Source of essential amino acids involved in muscle protein synthesis and the maintenance of good health. Assists in the building of lean muscle tissue when combined with regular resistance training and a healthy balanced diet. Source of branched chain amino acids (BCAAs), which are involved in protein synthesis.

Recommended Dose: Adult men: Take 6 capsules daily with a glass of water in the morning. Adult women: Take 6 capsules daily with 1 glass of water before bed. This product is best taken on an empty stomach. Store at room temperature (59°- 86°F) or (15°- 30°C).

Cautions and Warnings: Ensure to drink enough fluid before, during, and after exercise. If you suffer from cardiovascular disease, consult your health care practitioner for use beyond 6 weeks OR if you are attempting an increase in physical activity. Consult a health care practitioner prior to use if you are pregnant or breastfeeding, OR your cardiovascular condition worsens, OR if you have renal/kidney disease OR are following a low protein diet OR you are taking medication for cardiovascular diseases OR erectile dysfunction OR blood thinners. Do not use if you have had a heart attack/myocardial infarction. Some people may experience gastrointestinal discomfort (such as diarrhea).

Feedback Loop,hypothalamusmeasures andcontrols therelease of healing, repair and growth factors

Amino acids areabsorbed intothe blood streamfrom the stomachand travel to thepituitary

gHP Sporttaken orally

travels to the stomach

Healing, repair andgrowth factors releasedfrom the pituitary travelto the liver

Healing, repair andgrowth factors releasedfrom the pituitary travelto the liver

These peptidestrigger repairand regeneration of damaged cellsleading to healthier cells (85-100 trillion cells)

Release of further healing and repair peptides which travel to damaged cells

gHP Sport Works at the Cellular Level

The Evolution of Performance • Natural Health Product • Professional Grade

gHP Sport is a proprietary blend and Internationally patented.

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Life Sciences - Sport Nutrition - Age Management - Brain Health

Manufacturing: SomaLife has been in several manufacturing and co-packing relationships throughout the years. The

relationships are with the highest quality manufacturers in North America. SomaLife manufacturers the

proprietary product lines in both Canada and the United States at the highest calibre GMP and NSF

certified facilities. Every Bite Counts energy bar and CleaNRG energy drink, will be manufactured in

British Columbia.

Distribution: SomaLife has distribution centers in several Countries. In Canada, SomaLife has a shipping and

distribution center in Kelowna, B.C. and services all of the company’s Canadian clients. SomaLife’s

distribution center in the U.S. is in Atlanta, Georgia. This distribution center services all of the companies

American clients. SomaLife’s distribution center for the UK and Europe is in London, England. Currently

SomaLife is going through the final stages and requirements for a distribution center in Australia which

will serve for a distribution channel to that region. SomaLife is also currently exploring distribution

centers and requirements for the Asian Pacific Rim Region to service clients from that area.

Market Trends: Over the next several years approximately 75 million Baby Boomers in North America will be entering

their retirement years. Along with the current retirement population this will equate to 1/3 of the North

American Population in retirement or in their retirement years. This demographic has been increasingly

health conscious and has been seeking out more natural alternatives to longevity and Better Health and

Wellness. On the other side of the spectrum, parents have been seeking out all natural alternatives for

nutritional support of their children and their families. SomaLife has positioned itself with both

narratives in mind and has created the most powerful natural alternatives to fit their needs.

In terms of how health and wellness is defined, 73% of consumers say that it means “being physically fit”

while 66% say that it signifies “not being overweight”. Many consumers are looking for products that

help them feel healthier, whether it is losing weight, having less stress and more energy, or feeling

younger. Health has come to be thought of in holistic terms, as it involves not only eating healthier

foods, but also reducing stress, exercising regularly and taking time to relax.

The health and wellness trend is becoming one of the key growth areas and marketing strategies within

the food industry. Due to the saturation in many categories and the emergence of private labels, which

create an increasingly competitive market, the health and wellness trend has provided food

manufacturers with a point of differentiation to help their products stand out from competitors.

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Life Sciences - Sport Nutrition - Age Management - Brain Health

The Team: Dr. Charlyn Belluzzo

Chief Medical Advisor

Dr. Belluzzo is an internationally recognized global health expert, international speaker and author, holding a doctorate in public health and tropical medicine. She has earned graduate degrees and post-graduate training from LaSalle University, the University of Colorado School of Business, Georgetown University School of Medicine and Tulane University of Public Health and Tropical Medicine. She is a highly experienced corporate and non-profit leader with expertise in global health, population wellness, clinical research, strategic planning, fiscal oversight, partnership development, marketing, and operational management for leading local and international organizations. Her professional passion is to promote human health and wellness, strengthen communities, generate economic prosperity and enrich the lives of the worlds most vulnerable. Dr. Belluzzo’ expertise led her to the United Nations, where she was a medical advisor, consultant, educator, conflict resolution facilitator and trainer in several countries including, the United States, United Kingdom, Tanzania, Kosovo, Kenya, Ethiopia and Afghanistan. Maximizing her medical and clinical knowledge, she was also sought after in the corporate medical field and had led and/or been directly involved in scientific, medical and clinic research and trials for some of the world’s largest companies such as Pfizer, Bayer, Eli Lily, Bristol-Myers Squibb, Merck, Glaxo and GNC.

Marlies White

President

Marlies is one of the Co-Founders of SomaLife and one of the early Pioneers of Nutraceuticals and Nootropics in Canada, after having had a successful career with one of Canada's largest banking institutions. After retiring from banking, Marlies went on to assist her husband, Dr. White in his medical practice, as healthy living, lifestyles and longevity had always been of particular interest to her and she felt too young and vibrant to retire. Both she and her husband had a vision and together made a commitment to bring knowledge of healthy, all natural alternatives for those who are looking for a better quality of health in their lives. Marlies has spent the time since the company began to share their unique philosophy and pay it forward one SomaLife at a time. Her professional financial background, together with 25 years of experience in that area, assisted her in establishing a solid office environment with a good understanding and implementation of office procedures and so, SomaLife was born. From 1998 to the present, Marlies learned been involved in all aspects of the company. Marlies has always held the company, and all those in the field involved in the "SomaLife Mission", close to her heart, giving her full support to the ongoing research into preventing illness, prolonging health and preserving youth throughout adult years.

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Life Sciences - Sport Nutrition - Age Management - Brain Health

Weston Frontin

Chief Operations Officer

Weston joined SomaLife in 2002 as Director of IT. His comprehensive technical knowledge of computers and systems allowed Weston to design SomaLife's Data Systems. His commitment and teamwork approach had culminated in his promotion to C.O.O. While under the tutelage of Dr. Philip White, Weston spearheaded the team that established SomaLife's Research and Development Department and became exceptional at product creation and ingredient sourcing around the world. This strong background enabled him to deal with SomaLife's growing product development needs. He was responsible for expansion of the company with organizing warehouses in Europe, the United States, and Canada and was instrumental in deploying the necessary systems for these operations to run smoothly, from a distance, under his management. Weston has always provided fresh innovative ideas and has been an integral part in the decision making for many of SomaLife's new marketing strategies and business development programs. He has become one of the industry’s most knowledgeable nutraceutical product developers and has expanded his expertise in manufacturing these products. Weston is able to utilize his many skills and his comprehensive knowledge of SomaLife to manage both present and future growth. Weston and his wife Julie have two amazing daughters, Jaida and Addison.

Glenn Purdy

Senior Business Strategist

Born in Northern Ireland, Glenn Purdy came to North America with his family in 1974. After attending

the University of Toronto, where he studied business and psychology, Glenn was recruited by a major

financial institution where he sharpened his financial skills in areas such as mortgage and credit. Glenn

quickly earned his securities license and became a professional financial consultant. In the late 1980’s,

Glenn began exploring business and success strategies and quickly developed a passion for it.

Since then, Glenn has become a successful business owner and international keynote address speaker,

sales and success trainer, mentor, coach, author and presenter. Over the past 20 years, Glenn has

helped tens and tens of thousands of people in the U.S., Canada, the UK and from around the world,

realize their dreams of running their own business and achieving financial independence. During this

time Glenn has consulted, trained and shared the stage spotlight with some of the most widely

recognized business leaders, professional marketers and renowned speakers of our time. Building billion

dollar business models and success systems that have generated $100’s of millions in retail and direct

sales throughout the entire industry and around the world for multiple companies and are still in effect

today. A dedicated, loving husband and father, Glenn now makes his home in North America, with his

wife Patti and their four children.

Glen Vause

Corporate Finance

Glen has built several rapid growth companies over the last 20 years with roles ranging from founder to advisor. Primary activities have included capital formation, strategy development, financial/project management, acquisitions/rollups/divestitures and value creator for underperforming assets. Glen has significant experience in the financial industry, covering a multitude of areas and industries, both private and public. These include principal trading, equity and debt raising, mergers and acquisitions and venture capital as a facilitator and principal investor. Industry focus includes life sciences, technology real estate, energy, financial services, viticulture, agriculture and consumer finance.

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Life Sciences - Sport Nutrition - Age Management - Brain Health

SomaLife: Financial Projections

Detailed below is a 5 Year financial projection. Key assumptions are 100 new customers added per

month at an average of $150 per customer. The aforementioned assumptions are based on

conversation rates gleaned from test markets conducted by management on the multifaceted marketing

approach to be used.

Revenue Year 1 Year 2 Year 3 Year 4 Year 5

Existing Auto Ship 675,108 675,108 675,108 675,108 675,108

Membership 1,170,000 3,330,000 5,490,000 7,650,000 9,810,000

Licensing/Manufacturing 656,000 1,186,400 1,896,400 3,369,200 6,262,000

Freight 92,850 211,770 330,690 449,610 568,530

Misc 5,353

Total 2,599,311 5,403,278 8,392,198 12,143,918 17,315,638

COGS

Inventory #1 259,734 259,734 259,734 259,734 259,734

Membership 451,698 1,285,602 2,119,506 2,953,410 3,787,314

Licensing/Manufacturing 459,200 830,480 1,327,480 2,358,440 4,383,400

Total 1,170,632 2,375,816 3,706,720 5,571,584 8,430,448

Payroll Expenses 213,681 378,229 587,454 850,074 1,212,095

G & A

Consulting 75,000 75,000 75,000 75,000 75,000

Affiliate Commission 553,532 1,201,532 1,849,532 2,497,532 3,145,532

Marketing 150,000 150,000 150,000 150,000 150,000

Legal/Accounting 68,000 75,000 90,000 100,000 100,000

Insurance 5,084 5,084 5,084 5,084 5,084

Office/Warehouse 26,800 40,800 40,800 40,800 40,800

Credit Card Charges 55,353 120,153 184,953 249,753 314,553

Bank/Finance Charges 65,000 85,000 85,000 100,000 100,000

Phone 9,864 9,864 13,864 13,864 13,864

Web Host/Dev 23,631 23,631 33,631 33,631 33,631

Computer 3,000 6,000 9,000 12,000 15,000

Travel Meals Corp 8,075 12,075 24,150 24,150 24,150

Total 1,043,340 1,804,140 2,561,015 3,301,815 4,017,615

EBITDA 171,658 845,093 1,537,010 2,420,445 3,655,481

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Life Sciences - Sport Nutrition - Age Management - Brain Health

SomaLife: Cash Flow

Year 1 Year 2 Year 3 Year 4 Year 5

Revenue 2,599,311 5,403,278 8,392,198 12,143,918 17,315,638

COGS 1,170,632 2,375,816 3,706,720 5,571,584 8,430,448

Payroll Expenses 213,681 378,229 587,454 850,074 1,212,095

G & A 1,043,340 1,804,140 2,561,015 3,301,815 4,017,615

Net Operating Income 171,658 845,093 1,537,010 2,420,445 3,655,481

Cost of Equity Raise 215,000

Capital Costs 300,000

Product Development 900,000

Investor Dividend 350,000 350,000 350,000 350,000 350,000

Export Guarantees 600,000

Inventory Investment 1,000,000

Annual Cash Flows - 3,193,342 495,093 1,187,010 2,070,445 3,305,481

Add: Opening Cash 5,000,000 1,806,658 2,301,751 3,488,761 5,559,206

Closing Cash Balance 1,806,658 2,301,751 3,488,761 5,559,206 8,864,687

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Life Sciences - Sport Nutrition - Age Management - Brain Health

For more information please contact:

Glen Vause

SVP Corporate Finance

604.790.9387

[email protected]

SomaLife Links:

www.SomaLifeVentures.com

www.mySomaLife.com

www.ghpsport.com

www.equinetyproducts.com

www.mynaturalife.com

www.ebcbar.com