d.b.a. interrobang ltd consolidating the...

SUPERSMARTConsolidating The FragmentedDutch Smartshop Market

** D.B.A. Interrobang LTD

April 30, 2020

Executive Summary

HOLLAND*D.B.A. Interrobang LTD

Super Smart* stores will bring disciplined business expertise to the currently undermanaged and fragmented smartshop

industry in Holland.

By introducing retail best practices and consistent branding across multiple locations, Super Smart* plans to capture in market share and improved margins in this rapidly growing

segment.

Forward Looking Statements & Risk DisclosureThe information contained in this presentation does not purport to be all-inclusive or to contain all information that prospective investors may require. Prospective investors are encouraged to conduct their own analysis and reviews of Interrobang Ltd. (the “Company”) and of the information contained in this presentation. Prospective investors should consult their own professional advisors to assess their potential investment in the Company. This presentation contains “forward-look-ing statements” within the meaning of applicable Canadian and U.S. securities legislation. Generally, any statements that are not historical facts may be forward-look-ing statements, and forward-looking statements can be identi�ed by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expect-ed”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements include, but are not limited to: statements regarding the growth and acquisition strategy of the Company; details regarding the proposed business operations of the Company; intention to devel-op and launch new products; intention to enter into new markets; expectations regarding the co-operation with potential partners; and expectations regarding the growth of the markets and use of products. Furthermore, certain information set out herein may be considered as “�nancial outlook” within the meaning of applica-ble securities laws. Any such "�nancial outlook" has been approved by management of the Company. Such �nancial outlook is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appro-priate for other purposes. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially di�erent from those expressed or implied by such forward-looking statements, includ-ing risks, uncertainties and assumptions set out under the heading “Risk Factors” at the end of this presentation. Although the Company has attempted to identify important factors that could cause actual results to di�er materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could di�er materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Compa-ny does not undertake to update or revise any forward-looking statements that are included herein, except in accordance with applicable securities laws. This presentation has been provided to the recipient for information purposes only and no representation or warranty, express or implied, is made as to the completeness or accuracy of the information contained herein. The contents are not to be reproduced or distributed to the public or press. The information contained herein is not guaranteed as to its accuracy or completeness. Throughout this presentation various logos and trademarks will be used. These trademarks and logos are the proper-ty of their respective owners. An investment in the Company's securities should be considered highly speculative. There is no guarantee that an investment in the Company will earn any positive return in the short or long term. An investment in the Company is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. There are certain risk factors associated with an investment in the Company’s securities. See "Risk Factors" at the end of this

presentation.

Highly Experienced Team

Neeve is a lecturer at the Ryerson University and author of “Cannabiz”. He is the founder and event manager of “Toronto Global Marijuana March” and owner and operator of Canadian Kush Tours.

Joshua Kasakevich COOExperienced entrepreneur, President and C.O.O. with a track record in the apparel and fashion industry. Josh has strong business development and is a professional skilled in brand building, strategy, business planning, advertising, sales, and retail.

Neeve Tapiero Retail Consultant

Harry Resin CEOHarry has been in the cannabis business for the last seventeen years. He first worked as a supply chain consultant to the coffee-shop industry in Amsterdam and then as a founding member of an original Amsterdam seed company. This early participation with cannabis also led to consulting work with Amsterdam’s smartshop industry. Harry has also worked as a journalist in the industry. He served as a staff writer for High Times and also wrote for numerous cannabis publications including Cannabis Now, Skunk and a Medical Cannabis Journal. His cannabis breeding experience led him to creating strains that were best suited to ice water extraction as many of his early medical patients needed a more concentrated form of cannabis medicine. His experience also led him to psychedelics and to experiment with psilocybin and its potential health benefits.

Super Smart* has put together a highly experienced and diverse management team with a proven track record in retail, marketing, brand building, web sales and education. By setting out to build brands with stores Super Smart* believes it will be able to quickly become a dominant force in the current smartshop retail and web sales environments. Super Smart* will capitalize on its expertise to consolidate the current fragmented market with full regulatory compliance and best in class

business practices and become the go to name in the smartshop industry in Holland and beyond.

*D.B.A. Interrobang LTD

Smartshops:

Around 93% of all smartshopsacross Holland are managed bysingle shop operators

Not more than a handful ofproprietors own more then threestores. Individually or as a group!

No dominant retail brand exists inthe current smartshop industry.

A highly fragmented marketripe for consolidation

Four Distinct Markets

1

2

3

4

Amsterdam: 95% of all smartshop sales in Amsterdam are to foreign tourists

Border Towns: Smartshops strategically located near neighbouring countries

Dutch Locals: Up to 60% of its client base, depending on the smartshops’ location

Online: Wholesale and retail sales ofsmartshop products via designated websites

The information contained in this presentation does not purport to be all-inclusive or to contain all information that prospective investors may require. Prospective investors are encouraged to conduct their own analysis and reviews of Interrobang Ltd. (the “Company”) and of the information contained in this presentation. Prospective investors should consult their own professional advisors to assess their potential investment in the Company. This presentation contains “forward-look-ing statements” within the meaning of applicable Canadian and U.S. securities legislation. Generally, any statements that are not historical facts may be forward-look-ing statements, and forward-looking statements can be identi�ed by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expect-ed”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements include, but are not limited to: statements regarding the growth and acquisition strategy of the Company; details regarding the proposed business operations of the Company; intention to devel-op and launch new products; intention to enter into new markets; expectations regarding the co-operation with potential partners; and expectations regarding the growth of the markets and use of products. Furthermore, certain information set out herein may be considered as “�nancial outlook” within the meaning of applica-ble securities laws. Any such "�nancial outlook" has been approved by management of the Company. Such �nancial outlook is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appro-priate for other purposes. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially di�erent from those expressed or implied by such forward-looking statements, includ-ing risks, uncertainties and assumptions set out under the heading “Risk Factors” at the end of this presentation. Although the Company has attempted to identify important factors that could cause actual results to di�er materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could di�er materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Compa-ny does not undertake to update or revise any forward-looking statements that are included herein, except in accordance with applicable securities laws. This presentation has been provided to the recipient for information purposes only and no representation or warranty, express or implied, is made as to the completeness or accuracy of the information contained herein. The contents are not to be reproduced or distributed to the public or press. The information contained herein is not guaranteed as to its accuracy or completeness. Throughout this presentation various logos and trademarks will be used. These trademarks and logos are the proper-ty of their respective owners. An investment in the Company's securities should be considered highly speculative. There is no guarantee that an investment in the Company will earn any positive return in the short or long term. An investment in the Company is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. There are certain risk factors associated with an investment in the Company’s securities. See "Risk Factors" at the end of this

presentation.

Current Situation Presents Opportunity

The current lockdown due to the global pandemic caused by the Coronavirus has dramatically affected the Dutch smartshop market. With 95% of its revenue generated by tourists, Amsterdam’s smartshops in particular are experiencing a plunge in direct sales. Only 4 of its total of 26 smartshops are currently open. As time passes, the situation offers an increased opportunity to enter its marketplace

at an unprecedented rate.

Neeve is a lecturer at the Ryerson University and author of “Cannabiz”. He is the founder and event manager of “Toronto Global Marijuana March” and owner and operator of Canadian Kush Tours.

Super Smart* plans to roll up independent stores into a national consolidation strategy. In taking advantage of the current situation, we anticipate being able to acquire shops cheaply, scale rapidly, and become a nationally recognized

brand.


The Super Smart brandSuper Smart* aims to build a dominant smartshop brand as well as a line of branded products. We set out to be the clear market leader and take advantage of the current and

future holistic treatment trends.

Paraphernalia

CBD Products Growkits

Kratom

Magic Truffles

Cacti

*


StoreDesign& Vision

Following acquisition of smartshops, Super Smart* plans to roll out new store designs and fixtures, with a unified look and shopping experience at all locations. Product assortment and presentation will be upgraded to aid navigation by consumers and encourage incremental purchases.

It is anticipated that Super Smart* branded products will be introduced in multiple categories across the Super Smart* shop network to provide product consistency, sourcing efficiencies and to create the opportunity to build brand loyalty and awareness via available marketing vehicles.


The current lockdown due to the global pandemic caused by the Coronavirus has dramatically affected the Dutch smartshop market. With 95% of its revenue generated by tourists, Amsterdam’s smartshops in particular are experiencing a plunge in direct sales. Only 4 of its total of 26 smartshops are currently open. As time passes, the situation offers an increased opportunity to enter its marketplace

at an unprecedented rate.

BusinessStrategySuper Smart’s* Advantage ofbecoming The Market Leader Being able to order and buy in bulk, thus gaining significant cost saving advantages

Improved Gross Margin through single back office operations to handle all retail, sales, accounting as well as product ordering and tracking.

Having a dominant retail brand allows for our web presence and sales to be greatly improved whilst having a much lower cost of customer acquisition.

Work very closely with all regulatory bodies in Holland to stay fully compliant with best in class business practices of customer acquisition. Licensing dependent on zoning which enables municipality approval.

Scalable to additional European markets as regulations evolve


Timeline

1 2 3

3-6 Months•Acquisition of initial 3 shops •Define core product assortment

6-12 Months•Additional store acquisitions•Roll out new store design•Initial Brand Building

12-24 Months•Establish network of 10+ stores•Expand Brand assortment

First Year Second Year

Basic Shares Pre Raise 40,000,000 Shares issued at $0.005per share

Warrants 40,000,000 Shares at $0.05

$2 million convertible debt,convertible into shares at a price of $0.05

40,000,000 Shares

Warrant at $0.075 20,000,000 Shares

Capital Structure

Scalable to additional European markets as regulations evolve

Risk FactorsThe Company is seeking to establish new business lines, which inherently contains a high degree of risk. The subscribers in the O�ering are cautioned to review the following risk factors, relating to the Company: (1) The Company has a very limited operating history in an emerging area of business. (2) Non-compliance with feder-al, provincial or state laws and regulations, or the expansion of current, or the enactment of new laws or regulations, could adversely a�ect the Company's business. (3) The Company may become subject to additional government regulation and legal uncertainties that could restrict the demand for its services or increase its cost of doing business, thereby adversely a�ecting its �nancial results. (4) The Company may be required to obtain and maintain certain permits, licenses and approvals in the jurisdictions where its products are sold, although the Company does not anticipate such approvals will be necessary. (5) As a distributor of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation, if its products are alleged to have caused signi�cant loss or injury. (6) Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side e�ects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. (7) The Company may not be able to accurately predict its future capital needs and it may not be able to secure additional �nancing. (8) The market price of the Common Shares could be subject to signi�cant �uctuations in response to various factors, many of which are beyond the Company's control. (9) The Company is currently in the early development stage. There is a risk that the additional resources will be needed and milestones will not be achieved on time, on budget, or at all, as they can be adversely a�ected by a variety of factors. (10) The Company may face intense competition and expects competition to increase in the future, which could prohibit its development of a customer base and generating revenue. (11) The Company's operations are subject to environmen-tal and safety laws and regulations concerning, among other things, emissions and discharges to water, air and land, the handling and disposal of hazardous and non-hazardous materials and wastes, and employee health and safety. (12) The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this stage. (13) The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. (14) The Company does not anticipate paying any dividends on the Common Shares in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings. (15) Exchange rate �uctuations may adversely a�ect the Company's �nancial position and results. (16) In the event of a dispute arising from the Company's foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of courts in Canada. (17) O�cers and directors of the Company own signi�cant shares and can exercise signi�cant in�uence. (18) Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair the Company's ability to raise capital through future sales of Common Shares. (19) Volatile global �nancial and economic conditions may negatively a�ect the Company's operations. (20) The securities of the Company will be subject to restrictions on transfer and holders of

securities may not be able to dispose of their securities on a timely basis or at all.

INTERROBANG LTD.

Private Placement of Up to $3,000,000 of Subscription Receipts (the “Securities”)

CONTENTS OF OFFERING MEMORANDUM

This O�ering Memorandum is comprised of the corporate presentation dated April 30, 2020 of Interrobang Ltd. (referred to herein as the "Issuer")

You should rely only on the information contained herein and not in any other document. The Issuer has not authorized anyone to provide you with additional or di�erent information.

This O�ering Memorandum and its contents are con�dential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.

THERE WILL BE NO OFFERS OR SOLICITATIONS OF OFFERS TO BUY SECURITIES, NOR WILL THERE BE ANY SALE OF SECURITIES, IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE OR SOLICITA-TIONS OF OFFERS TO BUY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SALE OR SOLICITATION WOULD BE UNLAWFUL.

NO SECURITIES COMMISSION OR OTHER REGULATORY BODY HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OR THE SECURITIES UNDERLYING THE SECURITIES OR UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TAX CONSIDERATIONS

PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT PURCHASING, HOLDING AND DISPOSING OF THE SECURITIES, INCLUDING THE SECURITIES UNDERLYING THE SECURITIES, HAVE TAX CONSEQUENCES UNDER THE LAWS OF CANADA. SUCH CONSEQUENCES ARE NOT DESCRIBED IN THIS OFFERING MEMORANDUM. PROSPECTIVE PURCHASERS ARE SOLELY RESPONSIBLE FOR DETERMINING THE TAX CONSEQUENCES APPLICABLE TO THEIR PARTICULAR CIRCUMSTANCES AND SHOULD CONSULT THEIR TAX ADVISORS CONCERNING INVESTMENT IN THE SECURITIES.

REPRESENTATIONS AND ACKNOWLEDGEMENTS OF PURCHASERS

Each prospective purchaser who purchases the Securities on a private placement basis pursuant to this o�ering memorandum can only do so upon execution of a subscription agreement in a form provided by the Issuer (the “Subscription Agreement”) and only then upon making all of the acknowledgements, representations and warranties contained in the Subscription Agreement and complying with all of the other terms and conditions set out in the Subscription Agreement, including, but not limited to, where required by applicable securities laws or stock exchange rules, the prospective purchaser covenanting and agreeing to execute, deliver and �le or assist the Issuer in obtaining and �ling such reports, undertakings and other documents relating to the purchase of the Securities by the prospective purchaser, as may be required by any securities commission, stock exchange or other regulatory authority.

STATUTORY RIGHTS OF ACTION

Securities legislation in certain of the provinces of Canada provides some purchasers, in addition to any other rights they may have at law, with a remedy for rescission or damages, or both, where an o�ering memorandum, or any amendment to the o�ering memorandum, contains a misrepresentation. A "misrepresentation" is generally de�ned under applicable securities laws as an untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. These remedies, or notice with respect thereto, must be exercised or delivered, as the case may be, by the purchaser within the time limit prescribed, and are subject to the defences contained, in the applicable securities legislation. Purchasers should refer to the provisions of the applicable securities legislation for the particulars of these rights or consult with a legal advisor. The following is a summary of the rights of rescission or rights to damages available to purchasers of the Securities in Ontario.

Ontario

Section 130.1 of the Securities Act (Ontario) provides purchasers in the Province of Ontario who purchase securities o�ered by an o�ering memorandum, other than certain sophisticated investors described below, with a statutory right of action against the issuer of securities for rescission or damages in the event that the o�ering memorandum or any amendment to it contains a "misrepresentation".

In Ontario, where an o�ering memorandum is delivered to an investor to whom securities are distributed in reliance upon the "accredited investor" prospectus exemption in the Securities Act (Ontario), the right of action referred to in section 130.1 of the Securities Act (Ontario) is applicable, except with respect to distributions to certain sophisticated investors ("sophisticated investors") who, pursuant to Ontario Securities Commission Rule 45-501 – Ontario Prospectus and Registration Exemptions, are not entitled to such right of action.

In the event that this o�ering memorandum, together with any amendment to it, is delivered to a prospective purchaser of the Securities in the Province of Ontario in connection with a trade made in reliance upon the "accredited investor" exemption, and this o�ering memorandum contains a misrepresentation which was a misrepresentation at the time of purchase of the Securities, such purchaser (other than a sophisticated investor described above) will have a statutory right of action against the Issuer for damages or, while still the owner of the Securities, for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages, provided that:

(a) the defendant will not be liable if it proves that the purchaser purchased the Securities with knowledge of the misrepresentation;

(b) the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Securities as a result of the misrepresentation relied upon; and

(c) in no case will the amount recoverable exceed the price at which the Securities were o�ered to the purchaser.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these statutory rights more than:

(a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or

(b) in the case of any other action, the earlier of:

(i) 180 days after the plainti� �rst had knowledge of the facts giving rise to the cause of action, or

(ii) three years after the date of the transaction that gave rise to the cause of action.

General

The foregoing summary is subject to the express provisions of the Securities Act (Ontario) and the regulations, rules and policy statements thereunder, and reference is made thereto for the complete text of such provisions. The rights of action described in this con�dential o�ering memorandum are in addition to and without derogation from any other right or remedy that a purchaser may have at law.

Rights for Purchasers in Other Provinces

Rights similar to those summarized above are provided for in other provinces of Canada. Prospective purchasers in such provinces should consult their advisors concerning such rights in advance of making any purchase decision.

SUPERSMART

THANK YOU

* D.B.A. Interrobang LTD

*

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