PUBLIC NOTICE OF CHAPTER 11 SALE: Solar Biotech, Inc.

A Unique US-Based Entry Point to the $1+ TrillionSynthetic Biology Development and
Bio manufacturing Nascent Market 1

Unlock the Future of SynBio and Biomanufacturing with a Pioneering Company at the Forefront of Innovation and Growth.

Solar Biotech, Inc. (VA, USA) – Offering Memorandum – July 2024

Business Opportunity
This is a one-time opportunity to enter the rapidly growing Synthetic Biology (“SynBio”) and Biomanufacturing markets, estimated to grow to over $1 trillion 1 within 10 years, with an immediate operational, technological, and commercial entry point.

Solar Biotech, Inc. (“SolarBio”) is a five-year-old company that expanded twentyfold during the challenging pandemic period due to massive customer demand and the outstanding delivered results in terms of SynBio products yield and quality. Despite facing supply-chain shortages, runaway pricing, disruption resulting from multiple COVID-19 spikes, and the usual early-stage startup difficulties, SolarBio became profitable in its second year and remained so until overexpansion led to cash flow difficulties requiring now debt restructuring. The demand for our offerings has been proven, as has our ability to deliver and execute.

Team Expertise
Our management and operational teams, comprising 30 full-time employees, bring extensive backgrounds in SynBio microbial and biomanufacturing technology development and commercialization. Our experts have honed their skills with industry giants like Bio-Rad, Novozymes, Monsanto, BASF, and Syngenta, ensuring unparalleled expertise and innovation.

Innovative Technology
Our advanced technologies enable the sustainable production of a wide range of bio-based products through clean precision fermentation. This includes food, beverages, and cosmetic ingredients, such as diverse proteins, biooils, and carotenoids, all produced without the need for pesticides or exposure to animal or plant diseases. We utilize proven proprietary microbial strains that are FDA Generally Recognized As Safe (G.R.A.S.), combined with our unique bioprocess development expertise. Our capabilities include genetic engineering of microbial strains and bioprocess development involving yeasts (Pichia pastoris, Saccharomyces cerevisiae), bacteria (E. coli, Bacilli), filamentous fungi (Trichoderma sp., Penicillium sp., Aspergillus sp.), and microalgae (Euglena gracilis).

Over the past four years, we have shipped more than 10 SynBio products to over 50 market leaders, achieving groundbreaking results, which enabled $300+ million in funding rounds for our customers. Our bioprocesses have been developed at pilot, demonstration, and commercial scales, achieving gram-perliter titers in batch, fed-batch, “fill & draw”, and continuous precision fermentation modes.

Intellectual Property
Our comprehensive IP portfolio encompasses microbial strains, advanced bioprocess development expertise (both upstream and downstream), and proprietary software and hardware for automation and bioprocess control. We have developed SynBio products and technologies specifically tailored for the food and beverages, and cosmetics industries, ensuring a competitive edge.

State-of-the-Art Facilities
Our pioneering $50+ million SynBio Biomanufacturing Demonstration Plant in Virginia, the first of its kind in the USA, has been operational for over four years. This FDA-registered, Kosher- and Halal-certified facility runs 24/7 and focuses on developing bio-based SynBio technologies and products for the Wellness, Nutrition, and Beauty industries. The plant features a 55,000-sq.ft. building with precision fermentation capacity starting at 6-L thru 10,000-L nominal scale coupled with downstream equipment (“DSP”, continuous homogenization, filtration, and centrifugation equipment) and drying capabilities situated on 18 acres of industrial park land for expansion with an option to use 5 acres for a governmentgrant-funded 1 MW solar farm, enabling solar- powered operations and reducing power costs. Additionally, in 2023, we expanded our capabilities by acquiring Noblegen, Inc., a Canadian biomanufacturing plant situated near Toronto with 8 x 20,000-L capacity coupled with DSP and drying capabilities, R&D labs, and an extensive Euglena gracilis products and bioprocess IP portfolio.

Revenue and Contracts
With current committed contracts exceeding $5 million, we are on track to grow annual revenues to over $50 million with a target minimum net profit margin of 35%, all within our existing infrastructure.

Proven Business Model
Our seed-stage business has already generated over $14 million in revenue, supported by more than $15 million in direct investments from industry and investment leaders. Our proven business model showcases our ability to deliver consistent results and attract substantial backing.

Growth Strategy
We plan to replicate our successful US SynBio Biomanufacturing business model globally, deploying facilities and operational teams worldwide. Our extensive operational experience positions us for seamless expansion and continued success.

Target Bid and Offer Information
We are seeking a strategic partner and buyer to capitalize on a unique opportunity comprised of multiple
bid options:

1. The initial bid price, offered by an industry leader as a stalking horse bid, is $15.7MM for certain
   assets of the company.
2. There are additional assets, mostly located in Ontario, Canada that are excluded from the stalking
   horse bid.
3. Overall, there is an opportunity for a buyer to bid for the entire revenue-generating operational
   company.

Timing
The deadline to submit a bid is September 4, 2024. There are additional deadlines, and more information will be provided upon signing of an NDA and access to a data room.

Main Point of Contact
For more information, please contact:
Peter Bendoris – Managing Director – Newpoint Advisors Corporation
Email: [email protected]
Phone: +1-703-328-0863

1 – https://www.forbes.com/sites/johncumbers/2023/05/13/why-former-google-ceo-eric-schmidt-is-betting-big-on-the-1t-us-bioeconomy/; https://www.mckinsey.com/industries/life-sciences/our-insights/the-bio-revolution-innovations-transforming-economies-societies-and-our- lives; https://www.whitehouse.gov/ostp/news-updates/2024/03/22/the-white-house-advances-biotechnology-and-biomanufacturing- leadership-withthe-launch-of-the-national-bioeconomy-board/;