INVESTMENT PACK

October 2015Strictly Confidential

64-66 Westwick StreetNorwich, NorfolkNR2 4SZ

£1.1million funding

required

Pangaea Agrochemicals Ltd

Overview Page 3Executive Summary Page 4Commercialisation Page 5Market Overview Page 7Licensing Strategy Page 9Management Team Page 10Resistance Examples Page 11

How the product works Page 17Financial Overview Page 19Equity Summary Page 20Investment Overview Page 21Exit & Investor Returns Page 22Future Products Page 23

2

$69 billionCrop Protection Industry by 2018

$5 billionYear on Year Increase

10% - 16% Global crops lost each year to pests

>10x ReturnExpected return on investment in 5 years

£59m Revenue Realistic estimated turnover during year 5

4 Global PartnersAlready signed to sub-licence products

10% - 16% of all crops globally are lost each year to insects, weeds and fungi. This is enough to feed nearly 10% of the world’s population. Fighting these pests has created a global industry worth $58 billion in 2015 rising to $69 billion by 2018.

In the same way that bacteria have built up resistance to antibiotics over the years, so insects, weeds and fungi have built up resistance to insecticides, herbicides and fungicides. Farmers are losing the battle to control the damage to their crops as resistance increases annually. New and more expensive chemicals are becoming ineffective within 2 – 3 years of their release.

Pangaea have created, tested and proved the viability of a NEW form of innovative crop protection. Worldwide patents are in place for their ‘Resistance Technology’, which effectively targets the resistance mechanism directly allowing farmers to take back control.

The first of many new products are ready for commercial launch and the business now needs £1.1 million funding to capitalise on this incredible opportunity to dominate the world’s crop protection industry.

On seeing the test results, a leading global crop-protection company stated that the Pangaea technology and formula will be...

That company has since signed an MOU to sub-licence the products.

Without plant protection products. . . the cost of food would rise by about 40% in the UK

[1] marketsandmarkets.com Global Crop Protection Report 2014

[1]

[1]

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OVERVIEW

3

£60k GrantAgritech Strategy Fund

2x PatentsPatented technology overcomes resistance using a primer and a time-delay utilising Microencapsulation

European patent number EP1499183; World patent number: WO03092378;

£350k GrantInnovate UK

£500k Soft LoanFrom the Founder

Part of €1mCollaborative European grant programme

Since 2012, Pangaea Agrochemicals have been designing and testing globally, a NEW range of patented microencapsulated insecticide and herbicide formulas that will revolutionise the crop protection industry.

Proven to

DISABLE THE RESISTANCE

acquired by pests, weeds and fungi, these products effectively allow conventional pesticides and herbicides to work again.

Pangaea’s aim was always to take the best academic research and develop it to the point where it can be commercialised. Pangaea Agrochemicals owns an exclusive, global licence to a revolutionary technology for pesticide formulations that has been developed and patented by Rothamsted Research.

Funding for the trials has been through the draw down of grants and a soft loan provided by AgchemAccess Ltd, founded by the majority shareholder. The initial research and development has been completed and Pangaea are ready for market with the first of many new products coming from this research.

The first formula to launch in 2016 is to combat resistant Pollen Beetle strains, which are currently devastating crops across Europe.

EXECUTIVE SUMMARY

4

The first product has successfully undergone many trials and the Pollen Beetle formula is now ready to go to market. Many more are in trials at the moment and will reach completion in the next few years. Agreements are in place to sub-licence the technology to leading partners.

Pangaea is the link between the academic world and the global agrochemical industry. Sitting firmly as a developer, Pangaea makes the theory work in practice, then licences the formula for manufacture and distribution. Through Pangaea’s connections in the industry, we are able to get to market very quickly and target those areas with the greatest need simultaneously.

Our rollout plan coincides with the growing season and relies on the local knowledge of our key partners. By licencing each product, overheads are kept to a minimum and only a few sub-licensees are needed to penetrate the market and gain global reach.

This is a highly profitable business model averaging 84% profit margin over the 5 year projections. The first product for launch is targeted at resistant Pollen Beetles that are currently destroying Europe’s oil seed rape. Agreements for distribution are already in place.

(£84k) (£763k)

£5.3m

£28.8m

£56.7m

2015/16 2016/17 2017/18 2018/19 2019/20

Operating Profit5 years projections

15 Trials - 5 Continents

COMMERCIALISATION

5

See full list of ongoing trials on Page 24

We have been observing the development of this technology for several years and are delighted that Pangaea has chosen to partner with us for the final stages of commercialisation. This technology adds a significant tool to Nufarm’s portfolio of products designed to overcome pesticide resistance, which is an increasingly significant global issue.Mike Pointon. General Manager for Innovation & Development

Revenue $2.28 billionEmployees 3,400Operate 100 countries

OUR PARTNERS SAY...

6

Global agrochemical market

Currently resistance is found in:

Agrochemical sales in the UK rose by 23% to £735.7 million (UK Crop Protection Association 2014)

Insecticide sales increased from $409m 2009 to $674m 2012(www.phillipsmcdougall.com 2014)

Brazil has the largest crop protection spend(www.phillipsmcdougall.com 2015)

(Inc: Fertilisers & Pesticides - 2014)

(www.irac-online.org 2015)

$207 billion

$69 billion

Global pesticide market by 2018

500Species of insects

and mites

270Weed species

150Plant pathogens

(Newly introduced products)

2-20No of years for

resistance to occur

$12 billion

23%Growth

65%Increase

7

Top 14 countries affected by resistance

There have been no new herbicides brought to market for over 20 years

Farms affected by Black grass in EU (NIAB 2014)

2011/12 Bollworm cost Brazil substantial economic losses of $4.4 billion (csironewsblog.com 2014)

Unique resistant weeds(weedscience.org 2014)

(IRAC - 2015)

(Duke, S. O., 2012, Pest Management Science)

37%

40%... of the worlds food would not exist without crop protection

82mExtra people need feeding each year

16%Crops lost due to pests or disease

(UN estimates 2014)(10-16% average 2014)

70%More food

required by 2050

Rice yield loss due to pests(Leonard Gianessi 2014)

Population Growth

3billion

1960

4.4billion

1980

6billion

2000

7.5billion

2020

16000

153

16

34

45

76

41

$4.4 billion

8

The sub-licensing approach we will take includes a substantial up-front licence fee, milestone payments as regulatory approval is achieved within the country of sale, and royalty payments based upon sales volumes. We believe this model will maximise the return to our investors and ensure timely cash flow to develop further products.

Several agreements with major crop protection companies are already in place with other letters of intent currently being considered.

The scope for Pangaea products is huge. Over 200 countries are able to benefit from the range of resistant insecticides and herbicides.

On average it takes 7 years and $250m to bring new active ingredient to the market. The Pangaea formula utilises existing tried and tested chemicals, there is no requirement for such investment and the product is ready for market.

At the point the products are ready for market, licensees then take on the responsibility for manufacture, marketing and distribution.

Rothamsted

Developed global patents for pesticide formulations.

Exclusively licenced to Pangaea

ManufactureSub-licensees manufacture product in volume and gain

in country approval

SalesSub-licensees sell and

distribute products under own brand, within all

territories under licence

Pangaea Test and trial formulations to create market ready products

ready for up scaling

MarketingSub licencees begin in country trade press and promotion of products

and formulations

Sales ProcessLICENSING STRATEGY

9

Managing Director Panagea (5% Shareholding)

Michael Gifford, a graduate of Cambridge University, is an experience business manager, having held positions as senior engineer, business development manager, Director and Chief Operating Officer.

Michael will take on the day to day operations of the business.

» 2013 Mountain Hare Consulting » 2012 Spin-out Strategy Ltd

Management Consultancy » 2012 Vardags: Law Firm Business Manager » 2003 Atkins - Associate Director

Security, Comms & Networks Consutlancy

CEO Panagea (95% Shareholding)

Nick Gooch is a successful entrepreneur with an award winning portfolio of businesses across the agrochemicals industries, property and hospitality.

Following degrees in both chemistry and agricultural chemistry he went on to study at Cranfield School of Business Management.

» 2004 Founded AgChem Access £10m T/O Generic agrochemicals operating in 75 countries through over 800 contacts

» 1987 Rohm & Haas: Senior Manager New product development - agrochemical products

» 1984 Dow: Sales Manager Innovative chemicals,plastic & agricultural

Funding will go towards recruiting the above positions.

Nick Gooch. CEO

Technical Manager. Financial Controller.

Michael Gifford. Managing Director

THE TEAM & EXPERIENCE

10

Crop pests and disease are a major constraint to higher agricultural productivity, accounting for close to 50% of total crop losses. The only economic solution to control pests and disease is the use of pesticides. Resistance has developed to 22 of the 25 chemical families used as herbicides and ALL of the chemicals used as insecticides.

CABI (Centre for Agriculture and Biosciences International)

THE SCALE OF THE PROBLEM

11

Brown Planthopper Area Affected: All major rice producing areas including Australia, China, South-East Asia and the Indian sub-continent

37% of all rice crops are lost annually due to the Brown Planthopper & other pests. Damages rice plants by feeding on it and transmitting grassy stunt disease.

Blackgrass Area Affected: UK and Northern Europe

Over 2,000 farms in the UK are now reporting resistance issues. Can cause up to 70% reduction in yield by out-competing crops.

Pollen Beetle Area Affected: Europe

Resistance is endemic throughout Northern & Central Europe. Can cause total loss of crops. Affects 7 million hectares of oilseed rape in Europe every year.

Bollworm Area Affected: Brazil Australia, Asia, Africa and Europe

Australia, Asia, Africa and Europe, damage is estimated at $2 billion each year. 2012/13 infestations of Bollworm larvae resulted in economic losses of up to $4.4 billion

Bollworm: one of the most destructive pests known to agriculture

Arable crops

Oilseed Rape

Rice

Corn & Cotton

A pest management strategy that is compatible with modern rice technology is urgently needed to solve this

serious pest problem.V.A. Dyck and B. Thomas / Plantwise 2014

Brown Planthopper[nilaparvata lugens]

“Nogodinidae by kadavoor” © 2011 Jeevan Jose, Kerala, India is used here under a Creative Commons Attribution-ShareAlike 4.0 International License 13

Up to 60% of pollen beetles are resistant to insecticides and only 11% were susceptible to

modern day crop protection.Insecticide Resistance Action Committee 2014

Pollen Beetle[ meligethes aeneus]

©entomart 14

Bollworm [helicoverpa armigera]

Texas A&M AgriLife Extension Service photo by Dr. Pat Porter

In Australia, Asia, Africa and Europe, where cotton bollworm is considered native, the damage it causes

is estimated to cost $2 billion each year. In the last two growing seasons, high infestations of Bollworm species larvae were found in different regions of Brazil, resulting

in substantial economic losses.PLOS ONE Research paper 2015

15

First found in 1982, now some 16,000 farms in 34 counties are affected, with crop losses up to 70%. Black-grass is now the most prevalent arable weed in England and is causing significant

problems to growers due to resistance to herbicides

NIAB National Institute of Agricultural Botany

Black Grass[alopecurus myosuroides]

(England & Wales research. Hull et al. 2014)

Black-grass resistance to herbicides

2013 1994

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A method for preventing or reducing resistance to a pesticide of a substrate pest, which method comprises the administration to the substrate or the pest of a composition comprising:

a. a rapid-release formulation of an inhibitor of a factor causing or contributing to the resistance of the pest to the pesticide; and, substantially simultaneously,

b. a non-rapid release formulation of the pesticide.

15x PatentsWe expect to create a further 15 patents exclusively owned by Pangaea, as a restult of new formulations.

HOW IT WORKS...

17

FORMULA

SPRAY ATTACK WAIT RELEASE DESPATCH

SYNERGISTA synergist is a chemical that while having no effect on its own, enhances the properties of

substances it is mixed with.

MICROENCAPSULATIONMicroencapsulation is the process of creating a 10 – 30 micron diameter capsule to contain an active ingredient. This technology is commonly used for the controlled release of drugs, flavours, detergents and pesticides.

The crop is sprayed in the usual way using a

microencapsulated Pangaea formula with the synergist

outside the capsule. At this stage there is nothing unusual

and the farmer requires no new equipment.

The synergist gets to work immediately, disabling the

resistance mechanism of the insect, weed or fungus. It takes a number of hours to have its full effect. There is a specific

formula and time delay for each target pest..

Different resistance, insects, weeds and fungi will require

more or less time to be rendered defenceless. The

trials determine the optimum time delay.

Once the insect, weed or fungus is defenceless, a conventional pesticide is released from inside the

microcapsule.

The technology revives established chemistry to

combat the resistance. A single spray of a crop is all that is

required, rather than repeated applications.

The only effective solution to reduced excessive chemical use and to overcome resistance in insects, weeds and fungi

Oct-15 Year 1 Year 2 Year 3 Year 4Actuals Forecast Forecast Forecast Forecast

Sales - 150,000 6,665,000 30,000,000 58,956,000

Wages and salaries - 209,300 376,050 583,050 845,250Property costs 4,400 52,800 65,400 101,400 147,000

Markting & Travelling 10,000 130,000 275,000 300,000 300,000Professional costs 50,000 340,750 270,000 200,000 260,000

Trials costs 20,000 180,000 380,000 - 730,000Total costs 84,400 912,850 1,366,450 1,184,450 2,282,250

Operating profit (84,400) (762,850) 5,298,550 28,815,550 56,673,750Pre tax net margin -440% 83% 97% 96%

Headcount 3 6 10 14 20

FINANCIAL OVERVIEW

19

Five year financial snapshot of sales and operating profits.For the detailed spreadsheet and complex overview please request our 5 year forecast.

£58.9million

T/O Year 5

2016revenue

generating

Ongoing trials 15Continents 5

£1.1million funding

required

We are ready to commercialise our first product. This has undergone successful field trials and will be on the market in Spring 2016. Funding is required to complete trials on a further 13 products that are currently in development. These target some of the most highly resistant and commercially significant weeds and insects. These trials programmes are at various stages of completion with the longest expected to conclude in Q4 2017. Michael Gifford. Managing Director Pangaea

EQUITY SUMMARY

20

Use of funds: This first funding round is £1.1 million as per the financial plan. The funds will be used as working capital to support partnership conversion (B2B), develop the product offering, finalise trials and develop further trials to increase the product range and bolster the management and technical teams.

Costs & profit: Year 4 EBITDA 96% as initial partnerships will allow rapid rollout of future products with minimal increases in overheads.

Investments: No equity finance has been required to date as a total of £910,000 has been invested across grants and a loan by the founder. This is our first round of commercialisation funding. A soft loan of £500,000 is repayable once the business reaches a turnover of £5 million which is currently forecast to be in year 2.

EIS: EIS Advance Assurance has been confirmed by HMRC.

Cash: Cash flow turns positive in the first quarter of year 2.

INVESTMENT OVERVIEW

21

The founders of Pangaea are committed to an exit and this is planned to be within 5 years. This industry has seen numerous trade sales and IPOs. The preferred route will be the one which maximises investors returns.

We aim to build the business through a plan, which primarily provides a long term license to our partners to sell the patented formulation. This in turn guarantees revenue from both licenses and royalties over the period of the contract.

An equity stakeholding of 6.8% is offered for £1,100,000 investment, which is a pre-money valuation of £15.1 million and post money valuation of £16.2 million. We anticpate investors will receive in excess of 10x earnings if our objectives and plans are achieved.

EXIT & INVESTOR RETURNS

22

2015

Trials (Pyrethroids)

(Indicates type of chemical trials)

Trials (Neonicotinoids) Trials (Fops and Dims - Gen 1 & 2) Trials (Glyphosate - Gen 2) Product Registration Income

Pollen Beetle £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £

Brown Planthopper

White Fly (Glasshouse)

Cotton Bollworm

White Fly (Field)

Diamondback Moth

Codling Moth

Western Thrips

Armyworm

2016 2017 2018 2019 2020

Pea/Bean Weevil

Brown Planthopper

Grass Weeds (Gen 1)

Grass Weeds (Gen 2)

All Weeds Glyphosate (Gen 2)

£ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £

£ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £

£ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £ £

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FUTURE PRODUCTS

23

Research Partners: Conducting trials on behalf of PANGAEA.

Product Trials

£1.1million funding

required

Brown Planthopper

Ryegrass

Palmer Amaranth(Starting 2016)

Plantago lanceolate

24

Diamondback Moth

Cotton Bollworm

Codling Moth

Western Flower ThripsArmyworm

Pollen BeetleBlackgrass

Anopheles Mosquito

Spider Mite

White Fly

Liverseed Grass Barnyard Grass

Brome

If you have any questions or would like to find out more, then please get in touch using the email address below.

What to do next?

investor@pangag.co.uk