| Page 2 Confidentiality and Disclosures .. This presentation has been prepared by Tastemaker Acquisition Corp .. (“ Tastemaker ”) and Quality Gold, Inc .. (together with its subsidiaries and affiliates, “ Quality Gold ”) for use in connection with a proposed business combination and related transactions between Tastemaker and Quality Gold (the “ Proposed Business Combination ”), and for no other purpose .. This presentation is for informational purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in Tastemaker, Quality Gold, or any of their respective affiliates (collectively, the “ Companies ”) .. None of the Companies or their respective representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation .. The information in this presentation and any oral statements made in connection with this presentation are subject to change and are not intended to be all - inclusive or to contain all the information that a person may desire in considering an investment in any of the Companies and are not intended to form the basis of any investment decision in any of the Companies .. This presentation does not constitute either advice or a recommendation regarding any securities .. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own decisions and perform your own independent investment and analysis of an investment in any of the Companies and the transactions contemplated in this presentation .. No Offer or Solicitation .. This presentation and any oral statements made in connection with this presentation shall not constitute an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Proposed Business Combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions .. This communication is restricted by law ; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation .. Forward - Looking Statements .. Certain statements in this presentation may constitute “forward - looking statements” within the meaning of applicable United States federal securities laws .. Forward - looking statements include, but are not limited to, statements regarding any of the Companies’ expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding : ( i ) the size, demand, and growth potential of the markets for Quality Gold’s products, (ii) Quality Gold’s business and acquisition strategy, (iii) the expansion of Quality Gold’s product categories, (iv) the implied upside and implied valuation of Quality Gold, (v) Quality Gold’s projected financial results, (vi) statements regarding Quality Gold’s value, (vii) statements regarding the potential results and benefits of the Proposed Business Combination, the amount of cash to be delivered at closing from Tastemaker’s trust account, and stockholder value, (viii) expectations related to the terms of the Proposed Business Combination, and (ix) statements regarding the satisfaction of closing conditions to the Proposed Business Combination and the timing of the completion of the Proposed Business Combination .. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements .. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward - looking statements, but the absence of these words does not mean that statement is not forward - looking .. Forward - looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties .. Forward - looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in those statements due to various important factors, including, but not limited to : ( i ) the outcome of any proceedings that may be instituted against Tastemaker or Quality Gold following the announcement of the Proposed Business Combination ; (ii) the inability of Tastemaker and Quality Gold to complete the Proposed Business Combination, including due to failure to obtain approval of the stockholders of Tastemaker delays in obtaining, adverse conditions in, or the inability to obtain regulatory approvals, or delays in completing regulatory reviews, required to complete the Proposed Business Combination ; (iii) the risk that the Proposed Business Combination disrupts current plans and operations, and (iv) the inability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitability, maintain relationships with customers and suppliers and retain key employees, costs related to the Proposed Business Combination, changes in applicable law and regulations, the possibility that the combined company may be adversely affected by other economic, business, regulatory and/or competitive factors, the impact of the global COVID - 19 pandemic, the risks described in the “Risk Factor Summary” in this presentation, and other risks and uncertainties described in Tastemaker’s Annual Report on Form 10 - K for the year ended December 31 , 2021 , and its Quarterly Reports on Form 10 - Q and the Registration Statement on Form S - 4 to be filed by New Parent (as defined below) in connection with the Proposed Business Combination, including those under “Risk Factors” in those filings with the United States Securities and Exchange Commission (the “ SEC ”), and as indicated from time to time in Tastemaker’s and New Parent’s other SEC filings .. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Tastemaker’s registration statement on Form S - 1 , the proxy statement/prospectus on Form S - 4 relating to the Proposed Business Combination, which is expected to be filed with the SEC by an affiliate of Quality Gold (“ New Parent ”), and other documents filed by any of the Companies from time to time with the SEC .. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements .. Forward - looking statements speak only as of the date they are made .. Readers are cautioned not to put undue reliance on forward - looking statements, and the Companies and their respective representatives assume no obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information or otherwise .. None of the Companies nor any of their respective representatives gives any assurance that the Companies will achieve their respective expectations .. Use of Projections .. The financial projections, estimates and targets in this presentation are forward - looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Companies’ control .. Neither Tastemaker’s nor Quality Gold’s independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation .. While all financial projections, estimates and targets are necessarily speculative, the Companies believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation .. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets .. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that any of the Companies, or their respective representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events .. Further, inclusion of prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in such prospective financial information will be achieved .. DISCLAIMER |