Bevo Agro Take Private ProposalOptimum Ventures

1. Business Overview

2. Industry Overview

3. Financial Performance

4. Value Drivers

5. Exit Strategy

6. Valuation

7. Risk Factors

8. Recommendation

Agenda

• Product Offering• Greenhouse crop seedlings• Field food crop seedlings• Bedding Plants and other flowers

• Business Model• Fulfillment based sales contracts• Flexible product specs based on needs• Markets to established growers, farms and

nurseries

Bevo Agro is a supplier of propagated plants to farmers and nurseries focused on high quality product offerings

47%53%

Sales Distribution

CanadaUSOthers

Security InformationTicker TSX-V: BVOSector Agriculture

IndustryOrnamental nursery products,

Vegetables and melons

Market Cap. 3.58M

Company NameDay Close Price Latest

Shares Outstanding Latest

Market Capitalization Latest

LTM Net Debt

LTM Tangible Book Value/Share

Total Enterprise Value

PRT Growing Services Ltd. (TSX:PRT) 3.3 9.76 32.2 -3.3 4.15 28.88

S&W Seed Company (NasdaqCM:SANW) 5.86 5.8 33.99 -6.8 2.58 27.2

Village Farms International, Inc. (TSX:VFF) 1.32 38.71 51.09 55.1 1.03 108.41

Bevo Agro Inc. (TSXV:BVO) 0.14 25.54 3.58 21.7 0.5 24.77

Plant propagation market has increasing economies of scale with downward pressure on prices

Bevo Agro is a price taker in this competitive industry where decreasing volume growth and high capital costs are driving consolidation as major international players control the lion’s share of the market

1400

318 232 175 95 34

Key Producers (by Acres) in Canada and US

High sales volatility, poor ROA, and significant debt burden have resulted in -2.6% CAGR for past 3 years

Revenue

Leverage

Return on

Assets

EBITDA margin

2007 2008 2009 2010 2011 -

5

10

15

20

25

-15.00%

-10.00%

-5.00%

0.00%

5.00%

10.00%

15.00%

Other United States CanadaGrowth

2007A 2008A 2009A 2010A 2011A 2012F 2013F 2014F 2015F 2016F

-3%

-2%

-1%

0%

1%

2%

3%

4%

2007A2008A

2009A2010A

2011A2012F

2013F2014F

2015F2016F

0

5,000,000

10,000,000

15,000,000

20,000,000

25,000,000

0%

10%

20%

30%

40%

50%

60%

70%

2007A 2008A 2009A 2010A 2011A 2012F 2013F 2014F 2015F 2016F

-5%

0%

5%

10%

15%

20%

EBITDA Margin EBIT MarginNet Income Margin

Restructuring management, increasing sales, and restructuring debt will drive investor value

Management

Jack Benne, CEO

Leo Benne, VP and GM • Refinance organization to reduce debt load and interest payments

•Reduce debt load to increase organization attractiveness to acquiring company

•40% target gearing

•Hire VP Marketing to build organization brand, develop sales strategy, and manage sales force

•Hire 3 sales staff to secure contracts

•Focus sales efforts on: • higher margin products• longer term contracts• larger customers• Less price-sensitive nurseries

Replace CEO with external leadership

•Strong horticulture capabilities•Poor strategic leadership in expanding company growth •Poor ability to drive sales

•Strong general management capabilities•Historically effective COGS management

2007A

2008A

2009A

2010A

2011A2012F

2013F

2014F

2015F

2016F0

5

10

15

20

25

0%

10%

20%

30%

40%

50%

60%

70%

Debt Debt / Assets

Maintain as General Manager

Sales force Financial engineering

20072008

20092010

20112012

20132014

20152016

-

5

10

15

20

25

-15%

-10%

-5%

0%

5%

10%

15%

Other United States CanadaGrowth

Exit investment in 5 years through company acquisition

Target buyer Exit expectation Return sensitivity

Gordon growth sale

Exit multiple

  Change in exit value

 Time to exit -30% -20% -10% 0% 10% 20% 30%

3 Years -25% -20% -15% -25% -4% 1% 6%

4 Years -17% -11% -5% -17% 8% 14% 20%

5 Years 23% 31% 40% 48% 57% 65% 74%

6Years 0% 21% 31% 11% 51% 61% 71%

•Exit valuation driven heavily by time to exit; 5 year exit horizon is critical to strong return

•Low sensitivity to large changes in exit value provides significant buffer to revenue and debt projections

Five year investment horizon maximizes expected return

Expect to sell Bevo Agro to a large Agricultural conglomerate interested in expanding their seedling portfolio• Strong IP and technology

capacity creates attractive opportunity for large Agro-business

• De-leveraging will reduce risk for buyer

• Industry trend towards consolidation increases opportunity for competitive exit value offers

• Terminal growth rate: 2%• Exit value: 6.08M

• EV/EBITDA: 2.8X (2016)• Exit value: 5.61M

Average exit valuation

• Exit value: 5.85M

Presedent Transactions

2011 EV/Revenue

2011 EV/EBITDA

2011 BV/Share

APV (+/- 15% in sales)

APV (+- 20% in exit)

$- $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80 $2.00

Min PointAverageMax

Per Share Price

Offer for Bevo Agro is $0.21 a share indicating a $5,362,560 valuation with a 50% premium

APV - $0.29 EV/EBITDA - $0.36 Precedent - $1.00

Bid Range: $0.21 - $0.31 per share-

Current Share Price: $0.14

ExpectedReturn

48%

RisksCompetitors may find better, more efficient ways of operating and producing crops

Cash flows decreasing - may prove difficult for Bevo Agro to meet interest obligations, could face bankruptcy

Product prices are variable, market driven

Five year exit goal may prove unobtainable

Very capital intensive business; growth is expensive

Using key mitigations, Bevo Agro risk will be hedged against

Mitigations

Increasing R+D

Debt refinanced; current, ineffective management team replaced; new sales team/strategy hired/implemented ($550,000 increase in Year One)

New sales team will work to secure long term contracts at fixed price

Alternative growth/consolidations strategies can be pursued

Contracts secured before growth pursued

Amount of Investment

Price (Per Share) $0.21

Per Share Premium $50%

Recommendation: Tender offer of $0.21/share

Per Share Valuation of the Company

Price Per Share $0.31

Capitalization of the Company 25,536,000

Pre-Money Valuation $5.36 MM

Post-Money Value $7.94 MM

Estimated Exit Value $10.1 MM

Expected Return: 48%Investment Horizon: 5 years