CSE: SAFE OTCQB: SAYFF - Investor Presentation

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CSE: SAFE OTCQB: SAYFF - Investor Presentation
Investor Presentation   Sep 2019   CSE: SAFE OTCQB: SAYFF
                                   IR@3sixtysecure.com
CSE: SAFE OTCQB: SAYFF - Investor Presentation
DISCLAIMER
     Important: you must read the following before continuing. This document is being made available by             Certain of the information contained in this presentation concerning industry trends and
     3|Sixty to current and prospective investors for general informational purposes only. This presentation        performance is based upon or derived from information provided by third-party consultants,
     is not, and under no circumstances is to be construed as, a prospectus, or advertisement or a public           other industry sources and our research. 3|Sixty believes such information is accurate and that
     offering of securities of 3|Sixty in Canada, the United States or any other jurisdiction. No securities        the sources from which it has been obtained are reliable. However, 3|Sixty cannot guarantee
     commission or similar authority of Canada, the United States or any other jurisdiction has reviewed or         the accuracy of such information and has not independently verified the assumption upon which
     in any way passed upon this document, and any representation to the contrary is an offence. Current            projections of future trends and performance are based.
     and prospective investors should not assume that this document is complete and should conduct their
                                                                                                                    Statements containing forward-looking information are made as of the date of this presentation.
     own analysis and investigation of 3|Sixty and consult with their own financial, legal, tax and other
     business advisors before investing in 3|Sixty. Nothing contained herein is, or should be relied on as, a       Cautionary note regarding issuers with U.S. cannabis-related activities. Cannabis is a
     promise or representation as to the future performance of 3|Sixty. Unless otherwise noted, all                 Schedule I controlled substance under the U.S. Controlled Substances Act and is illegal under
     information contained herein is provided as of the date hereof and is subject to change without notice.        U.S. federal law, the laws of certain U.S. states and many foreign jurisdictions. Even in those
                                                                                                                    U.S. states where cannabis has been legalized or decriminalized, it remains criminal under U.S.
     Cautionary note regarding forward looking statements. This presentation includes estimates,
                                                                                                                    federal law. Companies and investors participating in the regulated cannabis industry are
     projections, and other forward-looking statements, within the meaning of applicable Canadian or United
                                                                                                                    subject to myriad risks as a result of applicable laws and regulations, including, without
     States securities legislation. All estimates, projections, and other forward-looking statements have been
     prepared by us on assumptions we consider reasonable, but these estimates, projections, and                    limitation, the risk of criminal prosecution and asset seizure, burdensome tax liabilities, lack of
                                                                                                                    access to banking services and an inability to enforce certain creditor and intellectual property
     statements involve a high degree of risk and may not prove accurate. No representation is made as to
                                                                                                                    rights. Investment in 3|Sixty is only suitable for investors that understand and have discussed
     the accuracy of such estimates, statements, or projections or their attainability, and nothing in this
                                                                                                                    with their legal, tax and financial advisors the rapidly changing laws and regulations applicable
     presentation shall be relied upon as a promise or representation as to our future performance.
                                                                                                                    to the regulated cannabis industry and that knowingly accept the associated risks. An investor’s
     Statements that are not historical facts or that describe our plans, beliefs, goals, intentions, objectives,   contribution to and involvement in such activities may result in federal civil and/or criminal
     projections, expectations, assumptions, strategies, or future events are forward-looking statements. In        prosecution, including forfeiture of his, her or its entire investment.
     addition, terms such as “will,” “believe,” “anticipate,” “estimate,” “plan,” “projects,” “continuing,”
     “ongoing,” “expect,” “intend,” “potential,” and similar expressions and discussions of our strategy or         3|Sixty expects to derive a portion of its revenues from the cannabis industry in certain states of
                                                                                                                    the United States, which industry is illegal under United States federal law. While 3|Sixty’s
     other intentions identify forward-looking statements. These statements involve estimates, assumptions
                                                                                                                    business activities are compliant with applicable state and local law, such activities remain
     and uncertainties that could cause actual results to differ materially from those expressed for the
                                                                                                                    illegal under United States federal law. The enforcement of relevant laws is a significant risk.
     reasons described in this presentation. You should not place undue reliance on these forward-looking
     statements. The forward-looking statements speak only as of the date on which they are made, and,              Cannabis is a new industry subject to extensive regulation, and there can be no assurance that
     except as required by applicable law, we undertake no obligation to update any forward- looking                it will grow, flourish or continue to the extent necessary to permit 3|Sixty to succeed. 3|Sixty is
     statement to reflect events or circumstances after the date on which the statement is made or to reflect       treating the cannabis industry as a deregulating industry with significant unsatisfied demand for
     the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our         its proposed products and will adjust its future operations, product mix and market strategy as
     business or the extent to which any factor, or combination of factors, may cause actual results to differ      the industry develops and matures.
     materially from those contained in any forward-looking statements.
                                                                                                                    Cautionary Note Regarding United States Securities Laws
     This presentation includes certain statements and estimates provided by 3|Sixty with respect to the
     anticipated future performance of 3|Sixty. Such statements and estimates reflect various assumptions           This presentation does not constitute an offer to sell or the solicitation of an offer to buy,
     by 3|Sixty concerning anticipated results, which assumptions may or may not prove to be correct. No            nor shall there by any sale of the securities in any jurisdiction in which such offer,
     representations are made as to the accuracy of such statements and estimates, as well as the exercise          solicitation or sale would be unlawful prior to registration or qualification under the
     of a substantial degree of judgment by management as to the scope and presentation of such                     securities laws of such jurisdiction. The securities of 3|sixty have not been and will not
     information. Such statements and estimates are based on a number of assumptions, and subject to a              be registered under the united states securities act of 1933, as amended (the “u.S.
     number of risks and other factors, including those that are not in the control of management and which         Securities act”), or any state securities laws and may not be offered or sold within the
     may not prove to be true. Actual results achieved during projection periods may differ substantially from      united states or to, or for the account or benefit of, “u.S. Persons,” as such term is
     those projected. Historical statements contained in this document regarding past trends or activities          defined in regulation s under the u.S. Securities act, unless an exemption from such
     should not be taken as a representation that such trends or activities will continue in the future.            registration is available.

/2
SEED-TO-SALE
     SECURITY SERVICES

      SECURITY                 ON-SITE                   SECURE                      SECURE                         RETAIL
      CONSULTING               SECURITY                  TRANSPORT                   STORAGE

      Applicants               Guard services            Transport capabilities      Secure vaults/facilities Store operations
      •   Site assessment      •   LP’s (cultivation,    •   Cannabis and cash       •   Climate controlled         •   Security technology
      •   Licensing advisory       processing, etc.)     •   Unarmoured and          •   24/7 security protection   •   Security personnel
      •   Security design &                                  armoured vehicles           and monitoring             •   Training & SOPs
          build-out support    Security systems          •   Air transport using     •   Dock level loading         •   Compliance audits
                                                             bio-thermal packaging   •   Chain of signature
                               •   CCTV                                                                             •   ATM services
      Licensed producers                                 •   Real-time vehicle &
                               •   Intrusion alarm                                                                  •   Cash solutions
                                                             climate monitoring
      •   Expansion and            and access control                                                               Applicants
          additional sites         systems, monitoring
                                   and service                                                                      •   Site assessment
      •   Compliance audits
                                                                                                                    •   Store design
                                                                                                                    •   Licensing advisory

/3
EXECUTIVE
Management team
     MANAGEMENT TEAM

                                CEO AND FOUNDER                       CHIEF FINANCIAL OFFICER              PRESIDENT                           CHIEF COMMERCIAL OFFICER

                                Thomas Gerstenecker                   Carlo Rigillo                       David Hyde                           Neil Weaver
                                • Expert and industry leader          • Has 15+ years financial           • Recognized leader and trusted      • Has 39+ years of law enforcement
                                  within the international security     experience including 4 years        senior advisor in the security       and security experience in Canada
                                  field with 25+ years experience       as Director of Finance and then     industry                             and abroad.
                                                                        Interim Chief Financial Officer
                                • Thomas worked for the United          at Beretta Farms Inc.             • Led a full-service cannabis        • Seasoned Executive with
                                  Nations for 15 years. During                                              security and strategic licensing
                                                                                                                                                 extensive law enforcement and
                                  this time he held various senior    • Previous work experience in         advisory practice since 2013         security experience.
                                  level positions to include Chief      consumer health, consumer           providing services to over 400
                                  of Security, Global Operations        products and the                    businesses in the legal cannabis   • Has knowledge, experience and
                                                                        manufacturing sectors               markets                              understanding of highly regulated
                                • Spent many years with
                                  Canada’s special forces group,      • Extensive experience              • Holds a Master of Science            industries and his vast network of
                                  Joint Task Force Two                  establishing and managing           degree in Security & Risk            resources around the globe
                                                                        financial controls within small     Management and is a graduate         position him effectively to lead and
                                • Holds a Master of Science                                                                                      support a team of risk and security
                                                                        and large companies                 of the Wharton School
                                  degree in Risk, Crisis, and                                               Development Program for              specialists across the cannabis
                                  Disaster Management from the        • Carlo holds a CPA, CA               Security Executives                  markets.
                                  University of Leicester,
                                  England, and is a Certified                                             • Former Security Chief for a        • Holds a MSc in Security and Risk
                                  Business Continuity                                                       major multi-billion dollar           management, and other related
                                  Professional                                                              corporation with >500 security       certifications.
                                                                                                            staff & a $35 million annual
                                                                                                            budget

/4   Confidential Information
BOARD OF
         DIRECTORS

CHAIRMAN                       DIRECTOR                      DIRECTOR                    DIRECTOR                      DIRECTOR                     DIRECTOR                    DIRECTOR

Gaetan Lussier                 Vernon White                  Nancy Croitoru              Nitin Kaushal                 Elmer Kim                    Rick Gabrielson Thomas Gerstenecker
• Deputy Minister for 18      • Currently a Canadian       • Brings a diverse            Nitin Kaushal has served      Elmer has been an active     Rick Gabrielson is an       •   Expert and industry leader
  years, of which 12 was in     Senator                      background of senior        as a director since June                                   Advisor with Lighthouse         within the international security
                                                                                                                       investor in high growth
  Ottawa                                                     leadership roles as a       2019 and has been                                          Maritime Advisors and the       field with 25+ years experience
                              • Previously, was Chief of                                                               companies since 1995.
                                                             successful entrepreneur,
• Was President of two          Police of the Ottawa         multi-national senior       Managing Director of PWC      He has served on a           President of RS             •   Thomas worked for the United
  food companies                Police Service                                           Corporate Finance Inc.        number of private and        Gabrielson and                  Nations for 15 years. During
                                                             executive and industry
                                                             leader                      since 2012, and was the       public company boards.       Associates, LLC, a              this time he held various senior
• Previously, member of       • Prior to this, led the                                                                                                                              level positions to include Chief
  various boards including      Regional Police Service                                  Executive Vice President      Elmer was the CFO for        consulting and advisory
                                                           • Is an institute-certified                                                              practice focused on global      of Security, Global Operations
  Shoppers Drug Mart            in Durham, Ontario, and                                  and Managing Director         Whitecastle Investments
                                                             Board Director and has
                                spent over 20 years with                                 of Medwell Capital Inc.       Limited, a privately held    logistics and the           •   Spent many years with
• Received the Order of                                      international Board
                                the Royal Canadian                                       from May 2010 to March        investment company,          transportation sector. He       Canada’s special forces group,
  Canada in 1981                                             experience
                                Mounted Police, leaving                                  2012. Mr. Kaushal has         Managing Director of         has extensive supply            Joint Task Force Two
• Brings a very diverse         as an Assistant            • Previously, was CEO of      worked in senior roles with   Whitecap Venture             chain experience in U.S. •      Holds a Master of Science
  expertise to the 3|Sixty      Commissioner                 a public relations and      a number of                                                domestic truckload,
                                                                                                                       Partners, Co-Founder and                                     degree in Risk, Crisis, and
  board                                                      crisis management firm      Canadian investment                                        intermodal, L.T.L., parcel,
                              • Has been honoured with                                                                 Managing Director of                                         Disaster Management from the
                                                             and most recently, CEO
• Holds a B.S.A, M.Sc,          a number of awards and                                   banks, including Desjardins   Whitecastle Private Equity   and consolidation               University of Leicester,
                                                             of Food & Consumer
  PhD, O,C.                     commendations over the       Products of Canada          Securities Inc., Orion        Partners, Managing           operations. Mr. Gabrielson      England, and is a Certified
                                years, including a                                       Securities                    Director of Roynat           has broad experience in         Business Continuity
                                                             (FCPC)
                                Commissioners                                            Inc., Vengate Capital,        Equity Partners and Vice     foreign consolidation,          Professional
                                Commendation, a                                          HSBC Securities Inc., and                                  trucking and Customs
                                                                                                                       President of Growth
                                Queen’s Jubilee Medal,                                   at                                                         operations. He has over
                                                                                                                       Equity, BDC Capital.
                                and a United Way
                                                                                         PricewaterhouseCoopers                                     thirty years in various
                                Community Builder of the
                                                                                         in their M & A, valuation                                  leadership roles, including
                                Year Award
                                                                                         and audit groups.                                          extensive P&L
                                                                                                                                                    responsibility serving two
                                                                                                                                                    Fortune 40 companies.

   /5
CANADA’S
     LP’S ARE
     GROWING

                                                                                                                                               18
                                                                                                                                             MARITIMES &

                                      49                                                                                                    NEWFOUNDLAND

                                         B.C.
                                                                       33                                                           16
                                                                     PRAIRIES
                                                                                                        101
                                                                                                         ONTARIO
                                                                                                                                   QUEBEC

/6   Source: Health Canada, June 2019; Includes cultivation, nursery, processing and medical sales licenses. Excludes suspended licenses
THE UNITED STATES
     IS A LARGE
     OPPORTUNITY

                                          15                                     15
                                         NEVADA
                                                                                 OHIO         39
                                                                       10
                                                                                            NEW JERSEY

                          80
                      CALIFORNIA
                                                                      MISSOURI

                                                                                        15
                                                                                        FLORIDA

/7   Source: Health Canada, April 2019; Excludes suspended licenses
MEANINGFUL
                      SCALE
June 2019 June 2018

                            150                   50     0     7M                                 30
                            650                  650 100,000+ 35M                                150+
                           Employees             Customers   Sq.ft. storage   Sq.ft. patrolled   Fleet vehicles

       /8             Note: As of June 8, 2019
OUR
     HISTORY
                                                                                                 2019      2019
                                                                                                                                 2019
                                                 2017                    2018
                                                                                                 TCSS Commenced
                                                                                                                               LCBO
                                       Customer                      National                     deal trading                                      2019
                                                                                           Successfully   Successfully         Win
      2013                          base expands                     contract                closed the   commenced            Won LCBO
                                         Canopy was first         Wins Canopy                                                  Ontario wide
                                        customer to move       National Security
                                                                                            acquisition   trading under the
                                                                                                                               security contract
                                                                                                                                                   National
                                                                                               of TCSS    ticker symbol
     3 Sixty                                 genetics/Up       Services contract              and DHA     SAFE                 (worth more         density
                                    Cannabis is customer             nationwide                                                than $27m over      Operating in
     incorporated                   to move dried product                                                                      five years)         all provinces

2013            2014         2015            2016                   2017              2018                                       2019

       “Original 5”                                 National                    Tilray                    Canopy              INKAS®               Entry into
       contract                                     footprint              and Aphria                     renewal             deal                 US Market
       Contracted by one                      First air and cross       3|Sixty adds Tilray               Canopy 3 year       Acquisition of       3|Sixty now
       of the "Original 5"                    country shipments           and Aphria to its               renewal worth       INKAS®               operates in
       licensed producers                 for National Cannabis                client list for            more than $18m                           Nevada and
                                                       customers          security services                                                        New Jersey

        2013                                                                                                                   2019
                                                                                                            2019
                                                         2017                        2018                                                            2019

/9
A FEW
      OF OUR
      CUSTOMERS

/10   Note: Customers may include company subsidiaries
RECENT
      ANNOUNCEMENTS

  JANUARY 14, 2019                     JANUARY 23, 2019         APRIL 2, 2019              JULY 11, 2019                  AUGUST 20, 2019

  National Security                    Providing                3|Sixty Acquires           3|Sixty Enters US              3|Sixty Announces
  Services Agreement                   Security Services        INKAS Security             Cannabis Market                Record Revenue In
  with Canopy Growth                   to The Ontario           Services Ltd in            Serving 1933                   Q2 2019 and
  Corporation                          Cannabis Store           Canada                     Industries in Nevada           Provides Guidance
  Entered into a three-                Entered into a           3 Sixty Secure Corp        3 Sixty Secure Corp is         3 Sixty Secure Corp
  year master services                 multiyear agreement      announces acquisition of   providing security services    announces record
  agreement to provide                 with OCS to provide      substantially all of the   in the US cannabis             revenue of $7.55 million,
  security services to                 secure transport         assets and business of     market. The Company has        up 119% over Q1 2019,
  Canopy Growth. 3 Sixty               services which           INKAS® Security            secured applicable             provided Q3 2019
  to provide 24/7 guarding             contribute to the safe   Services Ltd. valued at    licenses, facilities and       guidance of $8.5 million
  services to protect                  delivery of cannabis     approx. $13.75 million,    office space in the State of   and FY 2020 guidance
  Canopy Growth’s                      products within the      payable in cash, shares,   Nevada and is serving          of net guidance of $60
  Canadian facilities.                 OCS distribution         vendor take-back note      1933 Industries and            to $80 million.
  Extends to 3-years,                  network.                 and earn-out.              multiple dispensaries.
  from 1-year, and now
  includes all facilities.

/11   Note: Customers may include company subsidiaries
GROWTH
  STRATEGY

                                                                                US
                                                     ACQUIRE                 EXPANSION
                              CROSS
      EXPAND                   SELL

            1                      2                         3                        4
      Expand services     Cross-sell guard and      Execute on strategic     Expand operations to
          across      transport services to 550+       and financially         U.S. Represents
      Canada/enhance DHA clients and continue       accretive acquisitions     significant growth
       route density     to onboard 12-15 new                                opportunities with low
                       consulting clients / month                             capital investment

/12
DRIVING                                                         Q2
                                                                 2018
                                                                         Q3
                                                                        2018
                                                                                Q4
                                                                               2018
                                                                                       Q1
                                                                                      2019
                                                                                              Q2
                                                                                             2019
                                                                                                     Q3
                                                                                                    2019

  ORGANIC
  GROWTH                                                          20     60    440+   600+   650+   650+

                                                   Customers

                                                                  80    120    220    350    600     700

                                                   Personnel

                                                                  4      10     50     80    150     160

                                                         Fleet

                                                                 440K   2.5M   3.0M   3.5M   7.5M   8.5M+

                                                    Revenue

/13   1 Cumulative customers
      Source: Management
      Note: Customers may include company subsidiaries
IMMEDIATE ORGANIC
  MARKET OPPORTUNITY

 COMPETITIVE LANDSCAPE               • Highly fragmented space                  • Consulting services highly fragmented,
                                     • Consulting services highly specialized     and regional (law dictated on state-
                                       and concentrated                           level)
                                                                                • Traditional transport providers are not
                                                                                  active in the space as they have
                                                                                  material business with federally
                                                                                  licensed financial institutions
                                                                                • Guarding mostly serviced by regional
                                                                                  providers

 KEY REGULATIONS                     • Cannabis Act came into effect in         • Regulated markets on a state-by-state
                                       October 2018                               basis1
                                     • Significantly expands mandated           • Cannabis remains federally illegal,
                                       security requirements for LPs & LP         meaning
                                       applicants                                 LPs and dispensaries cannot access
                                                                                  traditional banking services

/14   1 Canaccord Genuity Research
GROWTH THROUGH
  ACQUISITION
      In addition to
      extensive near-term
      organic growth
      opportunities, there
      are potential strategic
      “bolt-on” acquisitions
                                        CANADA                        U.S.
      of select
      security/consulting               • Potential to acquire        • Security services are
      providers in the                    complementary cannabis        highly fragmented,
                                          consulting company to         providing the opportunity
      cannabis space                      expand our offering           for acquisitions
                                        • Exploring strategic         • In discussions with
                                          acquisition of security       strategic partner with
                                          technology and IT/cyber       large U.S. presence
                                          security business           • Acquire and expand
                                        • Add boots on the ground       retail guarding company
                                          through acquisition with      (retail represents large
                                          technical experience          opportunity in U.S.)
                                        • Acquire small to medium
                                          cash-in-transit companies

/15      1 Canaccord Genuity Research
NEW MARKET
   POTENTIAL

                                EUROPE
                                Service
                                Canadian clients
                                with European
                                interests
U.S. EXPANSION
                                Engaged with
Licensed and operational in     Maltese
Nevada and New Jersey, with     government
leading U.S. cultivation,
processing and retail
                                                                               AUSTRALIA
cannabis operator
                                                                               Leverage
Negotiating strategic
                                                                               experience from
partnership with leading U.S.                                                  existing clients in
consultancy with large client
                                                                               Australia to service
base across 23+ states
                                                                               other clients that
                                                                               have expressed
                                   LATIN & SOUTH AMERICA                       interest in entering
                                   Leverage experience from existing           this market
                                   clients in Latin and South America to
                                   service other clients that have expressed
                                   interest in entering this market

/16
INVESTMENT
  HIGHLIGHTS

            1                    2                    3                     4                     5
         Full service,      Cannabis is the   Proven track record   Significant pipeline        Leading
         seed-to-sale        Cornerstone of    of execution with       for near-term       management team
      security and risk      our Business;    blue-chip customer    growth in Canada        and experienced
        management        tremendous growth          base              and the U.S.        board of directors
      service provider        opportunities                           organically and
       for the growing                                                 through M&A
          regulated
      cannabis market

/17
APPENDIX

/18
24-HOUR SITE         PHYSICAL            ORGANIZATIONAL
                                                                                                MONITORING         SECURITY PLAN          SECURITY PLAN
                                                                                                Site must be         Site security,          Site must be
                                                                                             monitored at all     storage security,       monitored at all
                                                                                              times by visual      floor plans with        times by visual
                                                                                            recording devices     security features      recording devices

                                                                                               SAFEKEEPING      SECURITY AWARENESS          STANDARD
                                                                                                  DURING            & TRAINING              OPERATING

  REGULATORY                                                                                   DISTRIBUTION
                                                                                          Must take any steps
                                                                                                                 Initial and ongoing
                                                                                                                 security training for
                                                                                                                                           PROCEDURES
                                                                                                                                         To prevent, detect

  REQUIREMENTS                                                                            necessary to ensure
                                                                                            safe distribution
                                                                                                                  employees and/or
                                                                                                                      contractors
                                                                                                                                          and respond to
                                                                                                                                         security incidents

/19   1. Canadian Cannabis Regulations (CR), Sept 16, 2018; Cannabis Licensing Application Guide (AG)
WASHINGTON                                              NEVADA                    CALIFORNIA

                                                        FIXED CAMERA COVERAGE                               SURVEILLANCE SYSTEMS             VIDEO SURVEILLANCE
                                                         All production, transport,                               24 hour digital                 SYSTEMS
                                                        delivery, shipping, labeling                           surveillance systems          24-hour digital video
                                                           and packaging areas                                                               surveillance systems

                                                           INVENTORY TRACKING                              FIXED CAMERA COVERAGE             INVENTORY TRACKING
                                                         Track and trace protocols                         Shall ensure all production,    Track and trace protocols
                                                               on inventory                               transport, delivery, shipping,         on inventory
                                                                                                             labeling and packaging
                                                                                                            areas have fixed camera
                                                                                                                    coverage

  STATE-TO-STATE                                                                                                                           FIXED CAMERA COVERAGE

  REQUIREMENTS VARY                                                                                                                         All production, transport,
                                                                                                                                           delivery, shipping, labeling
                                                                                                                                              and packaging areas

/20   1. North Las Vegas City Council – Ordinance No. 2671;
      2. California Bureau of Cannabis Control – Proposed Text of Regulations;
      3. Washington State Legislature – Marijuana Licenses, Application Process, Requirement & Reporting – WAC 314-55-083
SUMMARY
  CAPITALIZATION

      CAPITALIZATION                                       OWNERSHIP (FULLY-DILUTED)

      Share Price                              $0.20
                                                                                            19%
        Shares Outstanding                     154.4                                      Founders,
                                                                                       Mgmt & Board
        Dilutive Securities                     10.2

      Dilutive Shares Outstanding              164.6

      Market Capitalization                     32.9   68%                                        13%
                                                       Other                             Private Placement
        Less: Cash & Equiv.                    (3.5)                                          Free Trading

        Add: Debt                               11.0

      Enterprise Value                          40.4

/21     C$ millions, except per share amount
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