DISCLAIMER

NO SECURITIES REGULATORY REVIEW: NO SECURITIES REGULATORY AUTHORITY OR REGULATOR HAS ASSESSED THE MERITS OF DEEP WORK STUDIO’S SECURITIES OR REVIEWED THIS PRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. DEEP WORK STUDIO’S SECURITIES ARE A RISKY INVESTMENT.

ACCURACY AND CONTENT OF INFORMATION: Deep Work Studios Inc. believes the information in this presentation is accurate. However, neither Deep Work Studios Inc. nor any of its directors, officers, employees, agents, or advisors gives any representation or warranty, express or implied, as to such accuracy. The information contained in this presentation is subject to change without notice, does not purport to contain all of the information necessary or desirable to fully and accurately evaluate an investment in Deep Work Studios Inc. Any investment in the securities of Deep Work Studios Inc. is speculative and involves a number of risks that should be considered by a prospective investor. This presentation does not constitute an offer or solicitation in in any jurisdiction to any person or entity and was not prepared in connection with such offer or solicitation. Readers of this presentation should not construe the contents of this presentation as investment, legal, tax or other advice.    

FORWARD-LOOKING INFORMATION: This presentation contains forward-looking information within the meaning of applicable securities legislation. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “expects”, “intends”, “will”, and similar expressions are intended to identify forward-looking information. The forward-looking information in this presentation is based on certain key expectations and assumptions made by Deep Work Studios Inc. Although Deep Work Studios Inc. believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Deep Work Studios Inc. cannot give any assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this presentation. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date of this presentation, and to not use such forward-looking information for anything other than its intended purpose. Deep Work Studios Inc. undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.                             

U.S. ADVISORY: This presentation is not directed at to any U.S. person, as that term is defined under Regulation S promulgated under the United States Securities Act of 1933, as amended, and is not an offer to sell or an invitation for offers to buy Deep Work Studios Inc.’s securities in the United States. Deep Work Studios Inc.’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States without such registration, or compliance with the requirements of an exemption from registration and all applicable state securities laws.                                                                                                   

RIGHTS OF ACTION FOR RESCISSION OR DAMAGES

This investor presentation constitutes an “offering memorandum” under the securities legislation of Saskatchewan and Ontario. Consequently, the Company is required to describe an investor’s rights of action for rescission or damages in those provinces if this investor presentation contains a “misrepresentation”. A misrepresentation means: (a) an untrue statement of a fact that would reasonably be expected to have a significant effect on the market price or value of the Company’s securities; (b) an omission to state a fact that would reasonably be expected to have a significant effect on the market price or value of the Company’s securities and is required by securities legislation to be stated; or (c) an omission to state a fact that would reasonably be expected to have a significant effect on the market price or value of the Company’s securities and is necessary to be stated in order for a statement not to be misleading.

THE RIGHTS OF ACTION DESCRIBED IN THESE SUMMARIES ARE IN ADDITION TO AND WITHOUT DEROGATION FROM ANY OTHER RIGHT OR REMEDY THAT PURCHASERS MAY HAVE AT LAW. THESE SUMMARIES ARE SUBJECT TO THE EXPRESS PROVISIONS OF THE SECURITIES LEGISLATION OF SASKATCHEWAN AND ONTARIO, AND REFERENCE IS MADE THERETO FOR THE COMPLETE TEXT OF SUCH PROVISIONS.                                                

Saskatchewan                                                  

Saskatchewan securities legislation provides that, if an offering memorandum, together with any amendment to the offering memorandum, contains a misrepresentation, then a investor who purchased securities offered by the offering memorandum or the amendment to the offering memorandum has, without regard to whether the investor relied on the misrepresentation: (a) a right of action for damages against (i) the Company, (ii) each promoter and director of the Company at the time the offering memorandum or the amendment to the offering memorandum was sent or delivered, (iii) each person whose consent was filed in connection with the offering, but only with respect to opinions, reports, or statements made by the person, (iv) each person that signed the offering memorandum or the amendment to the offering memorandum, and (v) each person that sold securities on behalf of the Company under the offering memorandum or the amendment to the offering memorandum. However, if the investor chooses to exercise a right of rescission against the Company, the investor has no right of action for damages.                                  

No person is liable for a misrepresentation if the person proves that the investor had knowledge of the misrepresentation. Furthermore, no person, other than the Company, is liable for a misrepresentation if, among other things: (a) the person proves that the offering memorandum or the amendment to the offering memorandum was sent or delivered without the person’s knowledge or consent and that, after becoming aware that it was sent or delivered, the person immediately gave reasonable notice that it was sent without the person’s knowledge and consent; (b) the person proves that, after the filing of the offering memorandum or the amendment to the offering memorandum and before the securities were purchased by the investor, after becoming aware of the misrepresentation in the offering memorandum or the amendment to the offering memorandum, the person withdrew the person’s consent to it and gave reasonable notice of the person’s withdrawal and the reason for it; or (c) the person proves that, with respect to any part of the offering memorandum or the amendment to the offering memorandum purporting to be made on the authority of an expert’s opinion, report, or statement or purporting to be a copy of, or an extract from, an expert’s opinion, report, or statement, the person did not have any reasonable grounds to believe and did not believe that there had been a misrepresentation, or the relevant part of the offering memorandum or the amendment to the offering memorandum did not fairly represent the expert’s opinion, report, or statement, or was not a fair copy of, or an extract from, the expert’s opinion, report, or statement.

The amount recoverable under an action may not exceed the price at which the securities were offered under the offering memorandum. Furthermore, in an action for damages, the person is not liable for all or any part of the damages that the person proves do not represent the depreciation in value of the security as a result of the misrepresentation. No action may be commenced more than: (a) in the case of an action for damages, more than one year after the day that the investor first had knowledge of the facts giving rise to the cause of action, or six years after the date of the sale of the securities; or (b) in the case of an action for rescission, more than 180 days after the date of the sale of the securities.                          

Ontario                                          

Ontario securities legislation provides that, if an offering memorandum contains a misrepresentation, then a investor who purchased securities offered by the offering memorandum has, without regard to whether the investor relied on the misrepresentation: (a) a right of action for damages; and (b) a right of action for rescission. However, if the investor chooses to exercise a right of rescission against the Company, then the investor has no right of action for damages. No person is liable for a misrepresentation if the person proves that the investor had knowledge of the misrepresentation. The amount recoverable under an action may not exceed the price at which the securities were offered under the offering memorandum. Furthermore, in an action for damages, the person is not liable for all or any part of the damages that the person proves do not represent the depreciation in value of the security as a result of the misrepresentation. No action may be commenced more than: (a) in the case of an action for damages, more than 180 days after the day that the investor first had knowledge of the facts giving rise to the cause of action, or three years after the date of the sale of the securities; or (b) in the case of an action for rescission, more than 180 days after the date of the sale of the securities.