Sow Good (SOWG) Acquisition Presentation summary

Acquisition overview

• Acquiring 100% of Ryzon's Tanzanian subsidiaries, which own the Nachu Graphite Project, for approximately US$107M in all-stock consideration, implying an ~11x value multiple based on reported NPV10 of US$1.2B and 51% IRR under JORC 2012 estimates.

• Transaction includes issuance of ~334M shares at a VWAP of US$0.3209, subject to stockholder and Tanzanian regulatory approvals.

• Nachu is positioned as one of the largest high-purity natural flake graphite deposits outside China, with a 174 Mt resource at 5.4% TGC and 98.5–99% purity concentrate via flotation alone.

• The project has a reported mine life of 15.5 years at 236 ktpa steady-state production, with potential for a 40-year life at full resource utilization.

• All technical and economic metrics are historical estimates under JORC 2012 and will require S-K 1300 verification post-closing.

Strategic rationale and market context

• The acquisition marks a strategic repositioning toward critical minerals and battery anode materials, leveraging Western demand for non-Chinese graphite supply.

• Graphite is a critical mineral for the U.S., EU, UK, Japan, and Australia, with government policies and incentives supporting domestic and allied-nation supply chains.

• Western governments are implementing sourcing mandates and tax credits that structurally advantage non-Chinese graphite, as China currently dominates global production and processing.

• Industry forecasts indicate a growing structural deficit in natural flake graphite supply through 2040, driven by EV and energy storage demand.

• The Nachu Project's high-purity, large-flake graphite is well-suited for battery anode applications, with a reported Tier-1 EV offtake agreement in place (to be reconfirmed post-closing).

Project and operational highlights

• Nachu's concentrate achieves 98.5–99% TGC purity through flotation alone, avoiding harsh chemical or high-temperature purification, resulting in lower costs and carbon footprint.

• Product mix includes super jumbo, jumbo, and fine flake sizes, targeting aerospace, composites, electronics, and battery anode markets.

• The project holds a Special Mining Licence and a 10-year Special Economic Zone tax exemption, with additional fiscal benefits and offshore revenue allowances.

• Strategic location in southern Tanzania, ~220 km from a deep-water port, with access to water and grid infrastructure (some upgrades required).

• Management plans to advance Nachu to Final Investment Decision, commission an S-K 1300 technical report, and pursue further downstream and critical minerals opportunities.