What changed in this filing

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Item 1. Business

2025-09-29 compared with 2024-09-30 · 1203 added, 1229 removed, 559 unchanged (81% of the section changed)

The Company has been under substantial financial and

management stress over the past eighteen (18) months.

Covid-related delays during technology pilot development at Buflovak in New York,

followed by post-Covid supply chain disruptions during construction of our demonstration facility at Fair Oaks, have led to extreme difficulties

in raising needed funds.

These delays prevented us from meeting our project development and related capital timelines, and were further

compounded by the death (following extended illness) of Dominic Bassani, who most recently served as our COO from May 2022 after serving

as our CEO for the prior decade, the subsequent resignation of Bill O’Neill, Dominic’s replacement at the CEO position, effective

May 31, 2024, followed by the anticipated retirement of Mark A.

Smith, the Company’s President, General Counsel and Chief Financial

Officer, effective July 31, 2024.

Since the end of May 2024, a new core leadership team

has been installed (see H and I, below) and a short-term funding facility has been implemented (see J, below) while longer term capital

solutions are evaluated.

Our new leadership team believes the financial and management difficulties Bion has faced are outweighed by the

success of our technology demonstration and optimization initiatives at our Fair Oaks facility.

This success coincides with clear and

growing trends in both sustainable agriculture and clean fuels technology and policy that favor Bion’s technology and business opportunities.

Bion leadership believes this confluence of events positions the Company, assuming it aligns with appropriate strategic partners and obtains

sufficient financing, to exploit a unique opportunity to participate in transformational change at the intersection of agriculture, renewable

energy and clean fuels, clean air and water, and evolving consumer demand.

The Company has been under substantial financial

and management stress over the past eighteen (18) months.

Covid-related delays during technology pilot development at Buflovak in New

York, followed by post-Covid supply chain disruptions during construction of our demonstration facility at Fair Oaks, have led to extreme

difficulties in raising needed funds.

These delays prevented us from meeting our project development and related capital timelines, and

were further compounded by the death (following extended illness) of Dominic Bassani, who most recently served as our COO from May 2022

after serving as our CEO for the prior decade, the subsequent resignation of Bill O’Neill, Dominic’s replacement at the CEO

position, effective May 31, 2024, followed by the retirement of Mark A.

Smith, the Company’s President, General Counsel

and Chief Financial Officer, effective July 31, 2024.

At the end of May 2024, a new core leadership

team was installed (see H and I, below) and a short-term funding strategy was implemented (see K, below) while longer term capital solutions

were pursued.

These efforts are ongoing.

Our new leadership team believes the difficulties Bion has faced are outweighed by our recent

successes that include the technology demonstration and optimization at our Fair Oaks facility and the initial responses from our fertilizer

This is coupled with strong recent interest in our ammonia control solution from the biogas operators and developers that will

be needed to ensure a supply of feedstock for our fertilizer products.

These successes coincide with growing trends in sustainable agriculture

and clean fuels technology and policy that favor Bion’s business opportunities.

Bion leadership believes this confluence of events

positions the Company, assuming it aligns with appropriate strategic partners and obtains sufficient financing, to exploit a unique opportunity

at the intersection of agriculture, renewable energy, the environment, and consumer demand.

The Company is not currently generating

3 unchanged sentences

Current liabilities

were approximately $5.8 million at June 30, 2024 which represents an increase of approximately $4.2 million from June 30, 2023 (largely

due to an increase in ‘accounts payable and accrued expenses’ totaling approximately $2.1 million and an increase in ‘current

debt’ of approximately $2.1 million as a result of the Company’s limited success in raising new financing (equity and/or debt)

and existing debt terms becoming current during the recent period combined with continued expenses (including those related to the Initial

Similarly, the Company’s cash on hand decreased from approximately $626,000 to approximately $52,000 over the same period.

The Company extreme difficulty is obtaining needed funds during the entire 2023 fiscal year has continued throughout the first quarter

of the current fiscal year to date.

Going Concern and Management’s Plans, Plan of Operations and Outlook and ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 11 Subsequent Events (below).

Previous management believed that

the Initial Project had reached the point where it could be appropriately deemed ‘placed in service’ at January 1, 2024.

discussions with the key technical and engineering personnel involved at the Initial Project during the recently concluded quarter convinced

management that such a characterization was premature as some key modules had not yet been completed and/or fully tested at that date.

Additionally, due to some equipment break-downs, the Initial Project was in maintenance mode rather than conducting operations, while

the Company awaited required replacement parts and subsequent repairs.

were approximately $7.1 million at June 30, 2025 which represents an increase of approximately $1,400,000 from June 30, 2024 (largely

due to new debt as well as increased deferred compensation).

Similarly, the Company’s cash on hand decreased from approximately

$52,000 to approximately $4,400 over the same period.

The Company has faced extreme difficulty obtaining needed funding during the entire

2024 fiscal year, which has continued throughout the first nine months of the current fiscal year to date.

Previous management believed that the

Initial Project had reached the point where it could be appropriately deemed ‘placed in service’ at January 1, 2024.

discussions with the key technical and engineering personnel involved at the Initial Project during the recently concluded prior fiscal

year convinced management that such a characterization was premature as some key modules had not yet been completed and/or fully tested

at that date.

Additionally, due to some equipment break-downs, the Initial Project was in maintenance mode rather than conducting operations,

while the Company awaited required replacement parts and subsequent repairs.

This process was slowed by the Company’s ongoing difficulties

in raising needed funds for its activities.

in raising the funds needed for its activities.

The Company’s Board of Directors re-evaluated the classification/status of the Initial

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service’ at the June 30, 2024, fiscal year end.

Further, after extensive

discussion between previous management and the Board, it was determined that the ‘carrying value’ of the Initial Project,

as of that date, be reduced to $0 on the Company balance sheet, in order to conform with accepted accounting practices.

Bion’s technology

demonstration system was always planned as a small scale integrated Gen3Tech beef project.

Due to covid-related delays and increased capital

constraints, it was decided to move quickly to initially construct Phase 1, which was the standalone ARS at Fair Oaks.

As matters progressed,

including cost overruns, management and financial crises, etc., Bion was unable to proceed further at Fair Oaks.

It was anticipated that

the ARS would be relocated to another site (potential locations included Ribbonwire Ranch or University of Nebraska-Lincoln) after providing

the final design data, where it would be integrated with a small scale Gen3Tech beef facility as originally planned.

We recently learned

it would not be economically feasible to decommission and disassemble the ARS, then transport, reassemble, and recommission it at another

Further, after extensive discussion between previous

management and the Board, it was determined that the ‘carrying value’ of the Initial Project, as of that date, be reduced

to $0 on the Company balance sheet, in order to conform with accepted accounting practices.

Bion’s technology demonstration system

was always planned as a small scale integrated Gen3Tech beef project.

Due to covid-related delays and increased capital constraints, it

was decided to move quickly to initially construct Phase 1, which was the standalone ARS at Fair Oaks, in order to demonstrate and optimize

the technology.

As matters progressed, including cost overruns, management and financial crises, etc., Bion was unable to proceed beyond

demonstration at Fair Oaks.

It was anticipated that the ARS would ultimately be relocated to another site (potential locations included

Ribbonwire Ranch or University of Nebraska-Lincoln) after providing the final design data, where it would be integrated with a small scale

Gen3Tech beef facility as originally planned.

We recently learned it would not be economically feasible to decommission and disassemble

the ARS, then transport, reassemble, and recommission it at another location.

Therefore, since the Initial Project is now:

i) largely a research & development facility and ii) is located on land subject

to a short-term lease, it no longer has commercial value and was written down to $0.

As a result, a large ‘one time/non-recurring’

‘non-cash’ charge of $9,460,425 has been taken by the Company, at that date, which charge reduced the Company shareholders’

equity to ($5,808,501) and resulted in a loss of $11,691,115 for the 2024 fiscal year.

On September 28, 2023, in order to partially

mitigate the problems discussed above, the Company entered into an agreement for a $1,500,000 bridge loan and executed documents including

a convertible promissory note (“Note”) and a binding subscription agreement (“Subscription”) (collectively the

Note and the Subscription are the “Bridge Loan Agreements”) with SEB LLC, a non-affiliated party (“Lender”).

Bridge Loan Agreements require the Lender to loan the Company $1,500,000 in six monthly tranches of $250,000 commencing October 2023.

All sums advanced under the Bridge Loan Agreements (and accrued interest thereon) would be due and payable (with interest accrued at 9%

per annum) on October 1, 2024, if not previously converted into securities of the Company.

The Note is convertible at $1.00 per unit,

at the sole election of the Lender, into units consisting of one share of the Company’s common stock and a warrant to purchase one

a research & development facility and ii) is located on land subject to a short-term lease, it no longer has commercial value and

was written down to $0.

As a result, a large ‘one time/non-recurring’ ‘non-cash’ charge of $9,460,425 was taken

by the Company, at that date, which charge reduced the Company shareholders’ equity to ($5,808,501) and resulted in a loss of $11,691,115

for the 2024 fiscal year.

On September 28,

2023, the Company entered into an agreement for a $1,500,000 bridge loan and executed documents including a convertible promissory note

(“Note”) and a binding subscription agreement (“Subscription”) (collectively the Note and the Subscription are

the “Bridge Loan Agreements”) with SEB LLC, a non-affiliated party (“Lender”).

SEB and the note represented a

strategic investment that would ‘anchor’ a larger capital raise.

In addition to SEB, it was to include an offering to Bion

shareholders, alongside new retail and institutional investors introduced by Titan Partners, the NY investment banking firm Bion engaged

to underwrite the offering.

The Bridge Loan Agreements required the Lender to loan the Company $1,500,000 in six monthly tranches of $250,000

commencing October 2023.

All sums advanced under the Bridge Loan Agreements (and accrued interest thereon) would be due and payable (with

interest accrued at 9% per annum) on October 1, 2024 if not previously converted into securities of the Company.

The Note is convertible

at $1.00 per unit, at the sole election of the Lender, into units consisting of one share of the Company’s common stock and a warrant

to purchase one half share.

The initial $250,000 tranche was received by the Company on October 5, 2023.

However, no further funds were received by the

Company from the Lender.

During early November 2023 the Lender informed the Company verbally that it did not intend to fulfill its obligations

pursuant to the Bridge Loan Agreements and since such time the Lender has been in default (“Default”).

On May 10, 2024, the

Company received $150,000 from affiliates of the Bridge Loan Lender on terms not yet finalized and included in an agreement.

were received in the context of negotiations/discussions regarding a potential larger investment by affiliates and/or associates of the

Lender, but no further funds were received, and the larger transaction was never completed.

The funds were used primarily to re-initiate

operations at the Initial Project.

The Default (which is continuing) has created substantial problems for and materially damaged the Company

and rendered the Company unable to meet its current creditor obligations on a timely basis.

The Company is currently evaluating its rights

regarding the Default by the Lender.

See Notes5 and 8 re Convertible Bridge Loan/Default and Note 11, Subsequent Events.

This situation

has contributed to the substantial increase in the Company’s ‘Current Liabilities’ including ‘accounts payable’

over recent periods.

See Consolidated Financial Statements and ‘Management’s Discussion and Analysis’.

However, no further funds were

received by the Company from the Lender.

During early November 2023

the Lender informed the Company verbally that it did not intend to fulfill its obligations pursuant to the Bridge Loan Agreements and

since such time the Lender has been in default (“Default”).

Titan Partners informed the Company that it would be unable to

complete an offering to their customers (or their syndicate member’s customers) without a strategic investor anchor.

Company had limited success raising money with its own shareholders for the same reason.

The Default (which is continuing) has created

substantial problems for and materially damaged the Company and rendered the Company unable to meet its current creditor obligations on

a timely basis.

The Company is currently evaluating its rights regarding the Default by the Lender.

This situation has contributed to

the substantial increase in the Company’s ‘Current Liabilities’, including ‘accounts payable’, over recent

See Condensed Consolidated Financial Statements and ‘Management’s Discussion and Analysis’.

The Company has

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be able to raise in future periods.

As a result, the Company’s largest creditor---the general contractor for the Initial Project

--- has filed a mechanics lien in Indiana (and its largest sub-contractor has sent notices related to its intention to file a mechanics

lien) and other creditors are threatening to commence litigation and/or repossess/remove leased equipment).

At the end of December 2023, Bion achieved

key objectives in the optimization of the Ammonia Recovery System at our commercial-scale demonstration facility in Fair Oaks, Indiana.

delayed by supply chain issues, the demonstration at Fair Oaks confirmed the system's state-of-the-art capabilities.

In managements’

opinion, the wide applicability of the ARS and its environmental benefits cannot be overstated, as livestock-related and other nutrient

issues continue to grow, both in the U.S.

As a result, the Company’s two largest creditors have filed separate lawsuits (see O, below)

to recover a total of $1,494,512.72 in unpaid invoices related to the construction of Bion’s Ammonia Recovery System at Fair Oaks,

Indiana (and other creditors are threatening to commence litigation and/or repossess/remove leased equipment).

Further, as of October

1, 2024, the Company is in default of the terms of the note.

On May 10, 2024 the Company

received $150,000 from affiliates of the Bridge Loan Lender on terms not yet finalized and included in an agreement.

These funds were

received in the context of negotiations/discussions regarding a potential larger investment by affiliates and/or associates of the Lender

but no further funds were received and the larger transaction was never completed.

The funds were used primarily to re-initiate operations

at the Initial Project.

The Company is currently involved in discussions with representatives of SEB in an effort to achieve a mutually

satisfactory resolution.

At the end of December

2023, Bion achieved key objectives in the optimization of the Ammonia Recovery System at our commercial-scale demonstration facility in

Fair Oaks, Indiana.

Though delayed by supply chain issues, the demonstration at Fair Oaks confirmed the system's state-of-the-art capabilities

and economics.

In managements’ opinion, the wide applicability of the ARS and its environmental benefits cannot be overstated, as

livestock-related and other nutrient issues continue to grow, both in the U.S.

and globally.

On January 2, 2024, Bion received a new

(continuation) patent that broadened the claims related to its Ammonia Recovery System (ARS) to include industrial and municipal wastewater

sources, in addition to animal waste streams that were previously covered.

Since that time, Bion has focused a portion of its limited

resources on understanding and evaluating opportunities to apply its ARS as a ‘standalone’ ammonia control solution in these

In such cases, the ARS would be deployed as a bolt-on ammonia solution (vs integrated into a Bion Gen3Tech livestock platform)

for facilities that produce biogas from organic waste streams, such as food, food processing, and livestock packing/slaughter, that are

subject to EPA-mandated discharge limits that require ammonia control.

We believe at this time there is potentially a robust opportunity

to provide ammonia control solutions to others and we intend to pursue this opportunity in the coming year.

Effective April 1, 2024, the Company entered

into two material definitive agreements regarding voluntary surrender for cancellation of securities of the Company (and related matters)

a) members of the family of Dominic Bassani, recently deceased former Chief Executive Officer and (with his family) the Company’s

largest shareholder (collectively “Bassani Family”), and b) Mark A.

Smith, President of the Company and a director (“MAS”).

The Bassani Family and MAS entered into these agreements with the intention of mitigating dilution to shareholders as new, successor management

is added to the Company’s management team.

The Bassani Family has agreed to surrender not less than approximately 20% of its Company

holdings (as of December 2023) which surrender will increase to approximately 30% based on certain financing performances (see Form 8-K

dated April 3, 2024, Exhibit 10.1).

The Bassani Family will elect exactly which Company securities it will surrender for cancellation

on or before June 30, 2024, the Company’s fiscal year end.

The Bassani Family Agreement also sets forth requirements regarding conversion

of convertible notes held by members of the Bassani Family after the security surrender.

See Exhibit 10.1 for the material terms of the

contemplated transactions.

MAS has agreed to surrender approximately 30% of his Company holdings (as of December 2023).

Immediately upon

the effectiveness of the MAS Agreement, he cancelled all Company options held by him (2,425,000, in aggregate) and waived $56,250 of accrued

deferred compensation (convertible into 75,000 shares of the Company’s common stock).

The MAS Agreement also sets forth requirements

regarding conversion of convertible notes held by MAS after the security surrender and references the planned retirement of MAS on or

before May 15, 2024.

On January 2, 2024,

Bion received a new (continuation) patent that broadened the claims related to its Ammonia Recovery System (ARS) to include industrial

and municipal wastewater sources, in addition to animal waste streams that were previously covered.

Since that time, Bion has a directed

part of its limited resources to understanding and evaluating opportunities to apply its ARS as a ‘standalone’ or ‘bolt-on’

ammonia control solution in these sectors.

In such cases, the ARS would be deployed as a standalone ammonia control solution (vs integrated

into a Bion Gen3Tech platform) for facilities (both new and existing) that produce biogas from organic waste streams, such as food, food

processing, and livestock packing/slaughter.

These facilities are subject to EPA-mandated discharge limits that require ammonia control

or face other limitations on ammonia/nitrogen in the effluent from biogas production.

We believed then, and at this time, that there is

a robust opportunity to provide bolt-on ammonia control solutions to others in the industrial and animal waste sectors.

During fiscal

2025, we devoted increasing resources to pursuing the bolt-on opportunity in both of these sectors.

Effective April

1, 2024, the Company entered into two material definitive agreements regarding voluntary surrender for cancellation of securities of the

Company (and related matters) by:

a) members of the family of Dominic Bassani, recently deceased former Chief Executive Officer and (with

his family) the Company’s largest shareholder (collectively “Bassani Family”), and b) Mark A.

Smith, recently retired

President of the Company and a director (“MAS”).

The Bassani Family and MAS entered into these agreements with the intention

of mitigating dilution to shareholders as new, successor management is added to the Company’s management team.

The Bassani Family

agreed to surrender not less than approximately 20% of its Company holdings (as of December 2023) which surrender would be increased to

approximately 30% based on certain financing performances (see Form 8-K dated April 3, 2024, Exhibit 10.1).

The Bassani Family Agreement

also set forth requirements regarding conversion of convertible notes held by members of the Bassani Family after the security surrender.

See Exhibit 10.1 for the material terms of the contemplated transactions.

Subsequently, and effective June 27, 2024,

the Board of Directors of the Company agreed to amend the terms of the agreements dated April 1, 2024.

The amendments solely extend any

dates of certain required conversions and/or exercises (and related promissory note maturity dates and warrant expiration dates), if any,

that were earlier than January 15, 2025, to said date.

No changes were made regarding any ‘givebacks’ of securities of the

On June 30, 2024, the Bassani Family provided the Company with their list regarding surrender of 20% of its Company holdings

(as of December 2023)(See Exhibit 10.1).

As previously reported, MAS has previously completed 100% of his ‘give backs’.

On May 13, 2024, the Board of Directors

commenced a Board-led review of potential strategic alternatives to ensure the Company’s survival and to enhance Bion’s potential

growth and maximize shareholder value.

The review will include assessing approaches to optimize the Company’s multiple business

opportunities through alternative capital return strategies, potential strategic or financial transactions, and developing strategic initiatives

best applicable to each opportunity created by our technology in order to consider all possible paths towards maximizing value creation.

No timetable has been established for the conclusion of this review and no decisions related to any further actions or potential strategic

alternatives have been made at this time.

There can be no assurance that the review will result in any transaction or other strategic

change or outcome.

Effective May 31, 2024, Bion accepted the

resignation of Bill O’Neill, both as CEO and Director.

O’Neill had previously informed the Board that he believed he was

not being adequately compensated or incentivized and the job was too difficult.

On May 21, 2024, Bion received a letter from Mr.

that expressed his dissatisfaction with the Board’s refusal to address his demands and stated he was resigning to pursue other opportunities,

despite the fact he had not yet completed the last year of a three-year agreement.

Bion chose to accept his resignation in the belief

the Company needed a change in leadership and approach.

On June 1, 2024, Craig Scott joined the

Company's Board of Directors.

MAS agreed to surrender approximately 30% of his Company holdings

(as of December 2023).

Immediately upon the effectiveness of the MAS Agreement, he cancelled all Company options held by him (2,425,000,

in aggregate) and waived $56,250 of accrued deferred compensation (convertible into 75,000 shares of the Company’s common stock).

The MAS Agreement also set forth requirements regarding conversion of convertible notes held by MAS after the security surrender and references

the planned retirement of MAS on or before May 15, 2024.

See Exhibit 10.2 for the material terms of the contemplated transactions.

Subsequently,

and effective June 27, 2024, the Board of Directors of the Company agreed to amend the terms of the agreements dated April 1, 2024.

amendments solely extend any dates of certain required conversions and/or exercises (and related promissory note maturity dates and warrant

expiration dates), if any, that were earlier than January 15, 2025, to said date.

No changes were made regarding any ‘givebacks’

of securities of the Company.

On June 30, 2024, the Bassani Family surrendered approximately 20% of its Company holdings (as of December

2023) (See Exhibit 10.1).

As previously reported, MAS had previously completed 100% of his ‘give backs’.

On January 18, 2025, under

the Bassani Family Agreement described above, Bion cancelled 1,237,500 warrants owned by the Bassani Family.

Under the terms of the Agreement,

the Bassani Family was required to surrender an additional 5% of their holdings after Bion successfully raised $500,000 in funding.

the date of the agreement.

The warrants had a net exercise cost of $0.1875.

Effective September 15, 2025, pending formal documentation

and execution, two affiliates of the Company (Danielle Lominy and Christopher Parlow, family members of the late Dominic Bassani, Bion’s

former CEO), and three non-affiliates of the Company (Dominic Bassani’s spouse, Mark A.

Smith, previously a Director and President,

and Edward Schafer, previously a Director) (referred to hereinafter collectively as ‘Holders’) have each individually agreed

to a settlement (“Settlement Agreements”) that will simplify Bion’s capital structure and substantially reduce the number

of Fully Diluted Shares.

In consideration of the cancellation of various obligations and security instruments held by the Holders, including

without limitation deferred compensation, convertible notes, warrants, and options, the Holders (as a whole) will receive, in aggregate,

8,101,746 shares of common stock.

If all the instruments they forfeited had been converted or exercised, it could have increased the Company’s

shares outstanding by 22,498,405.

The transactions represent a net reduction in fully diluted shares of 14,369,659 and an increase in

outstanding shares of 8,101,746 (approximately).

The shares will be issued by January 15, 2026, or earlier upon the election of the individual

When the formal agreements are executed and ratified by the Board, they will be attached as an exhibit to a Form 8-K.

On May 13, 2024,

the Board of Directors commenced a Board-led review of potential strategic alternatives to ensure the Company’s survival and to

enhance Bion’s potential growth and maximize shareholder value.

The review included assessing approaches to optimize the Company’s

multiple business opportunities through alternative capital return strategies, potential strategic or financial transactions, and developing

strategic initiatives best applicable to each opportunity created by our technology in order to consider all possible paths towards maximizing

value creation.

No timetable was established for the conclusion of this review and no decisions related to any further actions or potential

strategic alternatives have been made at this time.

There can be no assurance that the review will result in any transaction or other

strategic change or outcome.

Effective May 31,

2024, Bion accepted the resignation of Bill O’Neill, both as CEO and Director.

O’Neill had previously informed the Board

that he believed he was not being adequately compensated or incentivized, and the job was too difficult.

On May 21, 2024, Bion received

a letter from Mr.

O’Neill that expressed his dissatisfaction with the Board’s refusal to address his demands and stated he

was resigning to pursue other opportunities, despite the fact he had not yet completed the last year of a three-year agreement.

to accept his resignation in the belief the Company needed a change in leadership and approach.

On June 1, 2024,

Craig Scott joined the Company's Board of Directors.

Scott has served Bion in several senior positions, dating back to 1996.

Scott also agreed to assume

a broader management role for Bion and subsequently accepted the role of interim Chief Executive Officer.

Also in June, Greg Schoener

assumed the role of Chief Operating Officer on an interim basis.

also agreed to assume a broader management role for Bion and subsequently accepted the role of interim Chief Executive Officer.

June, Greg Schoener assumed the role of Chief Operating Officer on an interim basis.

He also joined Bion's Board of Directors.

Schoener is a successful

business owner and operator, serving the construction industry in Houston, Texas.

He brings broad business management experience, with

an emphasis on mission-focused execution and accountability.

is a successful business owner and operator, serving the construction industry in Houston, Texas.

He brings broad business management

experience, with an emphasis on mission-focused execution and accountability.

He has been a Bion shareholder since late-2020.

Bob Weerts, another Bion

shareholder and a successful serial entrepreneur from Winnebago, Minnesota, also accepted a position on Bion’s Board of Directors.

On June 18, 2024, Bion formed a strategic

relationship with Turk Stovall and Stovall Ranching Companies with the goal of developing a 15,000-head sustainable beef project at Stovall’s

Yellowstone Cattle Feeders (YCF) location in Shepherd, Montana.

The YCF feedyard is a traditional outdoor dirt feedlot that today is permitted

to feed up to 25,000 head.

Stovall also agreed to join Bion's Board of Directors and lead a joint venture between Stovall Ranching

Companies and Bion to develop the project.

The facility is envisioned to produce premium quality Montana beef that we believe will be

the 'cleanest', most eco-friendly finished beef in the marketplace.

On August 23, 2024, Bion announced that

three affiliates of the Company (Greg Schoener, Interim COO & Director;

Turk Stovall, Director;

Bob Weerts, Director) and two shareholders

(one of whom is the brother of Greg Schoener) have agreed to advance to the Company, through a newly formed LLC, up to $500,000 in consideration

of a secured convertible promissory note.

It is anticipated that others will join the LLC, although there can be no assurance they will.

The note instrument and agreements have not been executed at this time because terms and other details have not been finalized yet;

the group has begun advancing money to the Company.

As of the date of the filing of this report, the aggregate sum of $201,564 has been

advanced to the Company, together with express directions on what items were to be paid with such funds.

When a final agreement is executed,

it will be attached as an exhibit to a Form 8-K.

another Bion shareholder and a successful serial entrepreneur from Winnebago, Minnesota, also accepted a position on Bion’s Board

of Directors.

On June 18, 2024,

Bion formed a strategic relationship with Turk Stovall and Stovall Ranching Companies with the goal of developing a 16,000-head sustainable

beef project at Stovall’s Yellowstone Cattle Feeders (YCF) location in Shepherd, Montana.

The YCF feedyard is a traditional outdoor

dirt feedlot that today is permitted to feed up to 25,000 head.

Stovall also agreed to join Bion's Board of Directors and lead a joint

venture between Stovall Ranching Companies and Bion to develop the project.

The facility was envisioned to produce premium quality Montana

beef that we believed would be the 'cleanest', most eco-friendly finished beef in the marketplace.

(Note update in P, below)

alleviate short-term cash needs for continued operations, in August, three affiliates of the Company (Greg Schoener, Interim COO &

Turk Stovall, Director (at that time);

Bob Weerts, Director) and two shareholders (one of whom is the brother of Greg Schoener)

began advancing money to Bion to cover critical payables.

They subsequently formed a loan group, BION BLG, LLC (“BLG”), and

have continued to provide short-term funding for Bion in a secured promissory note of up to $500,000.

Schoener, Weerts, and the two non-affiliate

members were also large Bion shareholders, prior to the formation of BLG.

As a group, Schoener, Stovall, and Weerts own 60% of BLG, which

has a security interest in the Company’s Intellectual Property.

The BLG note will bear interest at a rate of 7.5% per annum and

the maturity date is April 15, 2025.

As of the filing date, BLG has advanced $407,734.

The BLG note will convert into Units (shares and/or

warrants) in the Company at the terms of a later capital raise, in which Bion crosses the threshold of $3 (three) million in aggregate

capital raised (or other source of funding, and other terms as defined in the note).

If the Company is unable to complete such funding

within six (6) months, it will be in default of the BLG note, which is secured by the Company’s Intellectual Property (“IP”

“Collateral”).

BLG will share the Collateral on a pro rata basis with investors in a Note with similar terms being offered

to previous Bion investors.

The BLG note and security agreements contain other terms set forth therein and are included as exhibits to

Effective May 29, 2025, the Company entered into

a Forbearance Agreement with Bion BLG, LLC, extending the maturity date of the BLG Note to July 15, 2025 (See Bion’s Form 8-K, dated

April 17, May 30 and July 24, 2025).

Under the terms of the Forbearance Agreement, the amounts outstanding under the Note began to bear

interest at a rate of 9% per annum.

On July 24, 2025, the Company

entered into a Forbearance Agreement with Bion BLG, LLC, (effective July 15, 2025) extending the maturity date of the BLG Note to January

15, 2026 (attached as exhibit).

The agreement was ratified by Bion’s Board on July 24, 2025.

Under the terms of the Forbearance

Agreement, the amounts outstanding under the Note will continue to bear interest at a rate of 9% per annum.

Bion agreed to a new formula

to determine BLG’s obligation for up to $100,000 in legal costs related to litigation over delinquent payment for construction costs

incurred at Bion’s demonstration facility near Fair Oaks, IN (see Bion’s Forms 8-K, dated April 7 and 17, 2025).

LLC, also extended their agreement to share their collateral with investors in the three prior Shareholder Note offerings, with investors

participating in a new offering, dated July 25, 2025.

Included in the Bassani family agreement was a provision to cancel their remaining 5% obligation under the previous

giveback agreement.

November, the Company launched a secured promissory note offering to previous investors/shareholders (and certain others)

(Shareholder Notes) with similar terms to the BLG note.

Based on feedback from shareholders and registered representatives with

which the Company has long standing relationships, management believed at that time that sufficient capital could be raised with

this group to 1) continue to cover critical payables to maintain operations that will allow the Company to finish the engineering

report and technology demonstration at Fair Oaks, 2) move forward with pre-development work on the Stovall project, 3) continue

discussions with potential strategic partners, and 4) position ourselves for the larger offering/ funding that will be required.

of filing date, Bion has raised $611,000 in

the Shareholder Note offerings.

Further, Bion has changed its focus from pre-development work on the Stovall project, to an initial

bolt-on project at an existing facility.

In mid-December,

Bion completed the ARS data acquisition at Fair Oaks needed to support an engineering report to be prepared in conjunction with Buflovac/

Hebeler Process Solutions, Bion’s R&D engineering firm.

Further, during the week ended January 4, 2025, Bion successfully produced

samples of its OMRI Listed 10-0-0 liquid nitrogen fertilizer.

These samples were quality tested and subsequently sent to several major

fertilizer manufacturers/ distributors that Bion has been in discussions with and that had requested them in order to conduct in-house

A 7-0-0 solution was also produced that was sent to a large West Coast fertilizer distributor that Bion is in discussions with.

On April 16, 2025, the Company was served

a summons by Hamstra Builders, Inc.

(“Hamstra”) along with three other defendants:

Bion Technologies, Inc.

(“Biontech”),

Bion 3G-1, LLC (“3G-1”), both entities of Bion Environmental Technologies, Inc., and North Prairie Holdings, LLC (‘NPHLLC”)

the property lessor.

The Hamstra suit is related to the Notice of Intent to file a Mechanic’s Lien, that was filed April 16, 2024,

and has been disclosed in our public filings since that date.

Bion has retained counsel in Indiana to represent the company in these actions.

Hamstra is seeking to recover $1,494,513 in unpaid invoices related to the construction of Bion’s Ammonia Recovery System at Fair

Oaks, Indiana.

This sum includes $653,915 owed to Dilling Group, Inc., a subcontractor of Hamstra.

Dilling filed suit to recover that

amount on March 31, 2025, which was disclosed in Bion’s 8-k, dated April 7, 2025.

In May 2025, Bion

secured its first non-binding offtake commitments for its AB10 nitrogen fertilizer.

The agreements were with Perfect Blend and Yield RNG,

large West Coast organic fertilizer distributors.

The agreements are attached as exhibits to Bion’s 8-k, dated May 30, 2025).

subsequently executed a similar offtake with a large integrated U.S.

agribusiness concern that requested confidentiality.

initial offtakes represent 250,000 gallons of Bion’s liquid AB10.

On May 30, 2025,

Bion named Stephen J Posner to its Board of Directors and accepted the resignation of Turk Stovall as a director.

Poser is a long-term

Bion shareholder who spent a 50-year career in financial services and capital markets.

Stovall, through his various roles and activities

in the cattle business, was exposed to a wide range of potential conflicts of interest.

It was mutually agreed that both Bion and Mr.

Stovall’s interests would be better served by his focus on Stovall Ranching Companies and Yellowstone Cattle Feeders, while Bion

focused on its opportunities independently.

At this time, Bion turned its attention solely to its bolt-on opportunity and securing offtake

agreements and identifying projects to supply them.

In June, Bion completed

and released its Technology-Optimization Report, that details the development and 18-month optimization of the ARS at our demonstration

facility in Fair Oaks, Indiana.

The optimized ARS demonstrated it is stable and can maintain continuous steady-state operations, reliable,

and scalable.

The ARS also showed it can achieve its ammonia reduction targets by evaporating one-third less water than was anticipated

That translates to significantly better economics, including lower fertilizer production costs.

The platform is now ready

for the final design process of a full-scale commercial system, which is subject to project-specific details, location, and feedstock

characteristics.

Summary and Overview

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"Company," "We," "Us," or "Our") was incorporated in 1987 in the State of Colorado.

long term mission has been to make livestock production more sustainable, profitable and transparent by deploying our Gen3Tech platform/business

model (discussed below) in ventures focused on the ‘feeder’ space of the livestock production/value chain.

The Gen3Tech will

allow us to supply verifiably sustainable premium meat products, together with environmentally friendly, sustainable and/or organic co-products

from the production process.

Bion primarily focused on the beef industry because we believe it faces the most challenges of all the livestock

sectors and can benefit the most from the application of Bion’s technology and business strategy.

We believe the Stovall-Bion JV

represents the best opportunity to prove our strategy and plan to supply sustainable beef at scale.

It is our primary focus.

Our patented and proprietary technology was developed

specifically to provide advanced waste treatment and resource recovery for large-scale livestock production facilities (also known as

“Concentrated Animal Feeding Operations” or “CAFOs").

Livestock production and its waste, particularly from CAFOs,

is a primary source of excess nutrients, that have been identified as the greatest water quality problem in the U.S.

also under increasing scrutiny for their impacts on air pollution and soil health.

Application of our Gen3Tech can largely mitigate these

environmental problems, while simultaneously improving operational/ resource efficiencies by recovering high-value co-products from the

CAFOs’ waste stream, including renewable energy and nutrients.

These ‘assets’ have traditionally been wasted or underutilized

and are the same ‘pollutants’ that today fuel harmful algae blooms, contaminate groundwater, and exacerbate climate change.

Bion’s technology captures and upcycles these polluting waste emissions and discharges to produce renewable energy, organic fertilizers,

and/or low carbon fertilizers for corn used in the production of clean fuels.

long term mission has been to make livestock production more sustainable, profitable and transparent.

Bion developed its Gen3Tech platform

and business model (discussed below) to clean up Concentrated Animal Feeding Operations (CAFOs), or build new state-of-the-art facilities

with minimal environmental impacts, that produce premium-branded sustainable meat and dairy products and recover renewable energy, high

value organic fertilizers, and clean water.

The Gen3Tech is anchored by Bion’s patented Ammonia Recovery System (ARS), which captures

and upcycles the problematic ammonia released when biogas/Renewable Natural Gas is produced from manure or other organic waste.

For the last several years, Bion was focused on

building new large integrated beef projects that utilize our Gen3Tech, because we believed the beef industry is faced with the most challenges

of all the livestock sectors and can benefit the most from the application of Bion’s technology and business strategy.

production and its waste, particularly from CAFOs, is a primary source of excess nutrients, that have been identified as the greatest

water quality problem in the U.S.

CAFOs are also under increasing scrutiny for their impacts on air pollution and soil health.

Application of our Gen3Tech can largely mitigate these environmental problems, while simultaneously improving operational/ resource efficiencies

by recovering high-value co-products from the CAFOs’ waste stream, including renewable energy and nutrients.

These ‘assets’

have traditionally been wasted or underutilized and are the same ‘pollutants’ that today fuel harmful algae blooms, contaminate

groundwater, and exacerbate climate change.

Bion’s technology captures and upcycles these polluting waste emissions and discharges

to produce renewable energy, organic fertilizers, and/or low carbon fertilizers for corn used in the production of clean fuels.

Many associated with the livestock industry, Bion’s

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and will provide us with a robust retrofit opportunity in the not-too-distant future.

The ARS has also demonstrated that it has applications

in the industrial and municipal wastewater sectors, as described below, and we are currently evaluating those capabilities and economics

and the business opportunities they present.

During the second half of calendar 2023, the Company completed construction of our Ammonia

Recovery System (ARS or Initial Project), our commercial scale demonstration facility located near Fair Oaks, Indiana.

Through the end

of 2023, and 2024 to date, Bion has executed a series of testing protocols designed to optimize the ARS’s performance, prepare for

final design of a full-scale commercial system, and support the economic models for sustainable beef production.

The ARS has exceeded

expectations for performance related to both ammonia recovery and efficiencies.

Based on the expanded capabilities of the ARS, and

resulting from our January 2024 patent, the Company’s focus now also includes standalone ‘bolt-on’ ammonia control solutions

for industrial and municipal facilities that use anaerobic digestion (“AD”) to produce biogas.

Unlike CAFOs that are regulated

under a ‘nutrient management plan’, industrial and municipal facilities are ‘point sources’ under the Clean Air

and Water Acts.

Their emissions and discharges are strictly regulated by US EPA, and they are required to control nutrients in their waste

stream discharge.

With the January 2024 patent that extended our IP to include these sources, we believe additional (and potentially robust)

opportunities exist (in addition to animal waste) for our ARS as a standalone ‘bolt-on’ ammonia control solution for those

facilities that produce biogas from organic waste streams.

We also believe that the standalone opportunity, especially if a retrofit of

an existing biogas facility, could represent a much shorter project development timeline and path to revenues, compared to a new beef

facility We intend to pursue this opportunity with a strategic partner with specific expertise and an operating footprint in the biogas/

renewable natural gas (RNG) and/or clean fuels spaces, including sustainable aviation fuel (SAF).

We are evaluating several such potential

partners at this time.

The ARS can recover and upcycle ammonia from any

organic waste stream.

In 2024 our patents were expanded to include organic waste streams from the industrial and municipal wastewater

sectors, as described below.

For the last year, we have been evaluating those capabilities and economics and the business opportunities

they present.

During the second half of calendar 2023, the Company completed construction of our Ammonia Recovery System at our commercial

scale demonstration facility located near Fair Oaks, Indiana.

Through the end of 2023, 2024, and 2025 to date, Bion executed a series

of testing protocols designed to optimize the ARS’s performance, prepare for final design of a full-scale commercial system, and

support the economic models for sustainable beef production.

The ARS has exceeded expectations for performance related to both ammonia

recovery and efficiencies.

Based on the expanded capabilities of the ARS,

and resulting from our January 2024 patent, the Company’s focus has shifted away from large integrated beef or other livestock projects

to standalone ‘bolt-on’ ammonia control solutions for CAFOs and industrial facilities that use anaerobic digestion (“AD”)

to produce biogas.

Unlike CAFOs that are regulated under a ‘nutrient management plan’, industrial and municipal facilities

are ‘point sources’ under the Clean Air and Water Acts.

Their emissions and discharges are strictly regulated by US EPA, and

they are required to control nutrients in their waste stream discharge.

With the January 2024 patent that extended our IP to include these

sources, we believe additional (and potentially very robust) opportunities exist (in addition to animal waste) for our ARS as a standalone

‘bolt-on’ ammonia control solution for those facilities that produce biogas from organic waste streams.

We also believe that

the standalone opportunity, especially if a retrofit of an existing biogas facility, could represent a much shorter project development

timeline and path to revenues, compared to a new beef facility We intend to pursue this opportunity with strategic partners with specific

expertise and an operating footprint in the biogas/ renewable natural gas (RNG).

We are evaluating several such potential partners at

Bion believes these opportunities can create extraordinary

value for our shareholders and employees (all of whom own securities in the Company) and both agriculture and clean fuels ‘partners’

who join us in our ventures and/or utilize our technology.

value for our shareholders and employees (all of whom own securities in the Company) and both agriculture and clean fuels partners who

join us in our ventures and/or utilize our technology.

We anticipate pursuing the opportunities created by our patented Ammonia Recovery

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and/or through sales/licensing transactions.

We believe our technology and our strategic partner model will improve the well-being of

We believe our technology and our strategic partner model will enhance the businesses of

those enterprises utilizing our technology, create value for our shareholders, and improve the planet.

Change in Approach

Through the end of calendar 2022, Bion’s strategy

to exploit the beef opportunity was focused on developing an initial sustainable beef project as ‘proof of concept’.

beginning of 2023, under the guidance of our former CEO, Bion’s strategy shifted to executing multiple letters of intent and agreements

for sustainable beef JV projects and moving forward with development of those projects in quick succession.

During our 2023 fiscal year,

Bion entered into three (3) letters of intent (“LOIs”):

a) July 2022 letter of intent to develop a large-scale commercial

project - a 15,000-head sustainable beef cattle feeding operation together with the Ribbonwire Ranch (“Ribbonwire LOI”), in

Dalhart, Texas (with a provision to expand to 60,000 head) (“Dalhart Project”), b) January 2023 letter of intent to develop

a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together with the Olson Feeders and TD Angus

(“Olson LOI”), near North Platte, Nebraska (with a provision to expand to 45,000 head or more) (“Olson Project”),

c) April 2023 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together

with Dakota Valley Growers (“DVG LOI”) near Bathgate, North Dakota (“DVG Project”).

Based on our experience, we

believe it will not be difficult to secure participation in our Projects from additional feeders/cattlemen, especially once project financing

and offtake agreements for both protein and co-products, are in place.

The pivot in strategy to a faster development timeline

was based on several basic assumptions that proved incorrect (or, at least, premature):

a) that there was a large, ready market for sustainable

beef, waiting to be filled, b) that the beef industry status quo was eager for change and would be supportive of a transition to sustainable

beef, and c) that the substantial investment that would be required to retool production at scale was readily available.

It also relied

on Bion establishing strategic partnerships and relationships related to i) clean fuels/ renewable energy, ii) fertilizer, iii) beef retail/food

service distribution, iv) corporate and project finance, and v) others, that would allow us to ‘plug in’ feeders into an existing

value chain that included distribution/ offtake agreements for protein and byproducts.

Multiple factors have contributed to our inability

(to date) to secure these relationships:

covid-related delays and cost increases with our technology pilot;

additional delays in the construction,

optimization, and demonstration of the ARS technology at commercial scale at Fair Oaks that prevented us from proving the technology’s

effectiveness;

compounded by the extended illness and death of our former CEO and other management issues.

These factors also made it

increasingly difficult for us to raise capital.

Bion’s new leadership team has returned the

company to its earlier approach, focusing on building a ‘flagship’ first project to prove concept feasibility and to provide

a development and finance model for future projects.

Leadership made this decision after determining that a) a large addressable market

for sustainable beef does exist and consumers have demonstrated a ‘willingness to pay’ a premium for sustainable food products;

however, since such products cannot be supplied today at scale, it is not a ‘ready’ market and will take time to develop),

b) an entrenched industry is never eager for change and it will only occur through enlightened/ proven self-interest, and c) investment

capital of the magnitude needed for large scale conversion to sustainable production will first require proof of concept.

Leadership believes for several reasons that the best

opportunity for the Company to prove its sustainable beef concept at this time is with the Stovall Ranch JV in Montana.

In June 2024,

Bion formed a strategic relationship with Turk Stovall and Stovall Ranching Companies.

Turk Stovall is a fifth-generation Montana cattleman,

with an extensive graduate-level education in cattle husbandry and an MBA in agribusiness, and he is the largest custom cattle feeder

Changes in Approach

Through the end of calendar

2022, Bion’s strategy to exploit the beef opportunity was focused on developing an initial sustainable beef project as ‘proof

At the beginning of 2023, under the guidance of Bill O’Neill, our last CEO, Bion’s strategy shifted to

executing multiple letters of intent and agreements for sustainable beef JV projects and moving forward with development of those projects

in quick succession.

During our 2023 fiscal year, Bion entered into three (3) letters of intent (“LOIs”):

a) July 2022 letter

of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together with the Ribbonwire

Ranch (“Ribbonwire LOI”), in Dalhart, Texas (with a provision to expand to 60,000 head) (“Dalhart Project”), b)

January 2023 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together

with the Olson Feeders and TD Angus (“Olson LOI”), near North Platte, Nebraska (with a provision to expand to 45,000 head

or more) (“Olson Project”), c) April 2023 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable

beef cattle feeding operation together with Dakota Valley Growers (“DVG LOI”) near Bathgate, North Dakota (“DVG Project”).

Management at that time believed it would not be difficult to secure participation in our Projects from additional feeders/cattlemen,

especially once project financing and offtake agreements for both protein and co-products, were in place.

As described above, Mr.

decided he was unable to accomplish this strategy and departed Bion in May 2024.

Bion’s new leadership

team returned the company to its earlier approach, focusing on building an initial ‘flagship’ project to prove the ARS technology

and the Gen3Tech platform it supports at full commercial scale.

Leadership made this decision after determining that a) a large addressable

market for sustainable beef does exist and consumers have demonstrated a ‘willingness to pay’ a premium for sustainable food

however, since such products cannot be supplied today at scale, it is not a ‘ready’ market and will take time to

develop, b) an entrenched industry is never eager for change and it will only occur through enlightened/ proven self-interest, and c)

investment capital of the magnitude needed for large scale conversion to sustainable production will first require proof of concept.

New leadership continued to

focus on beef, for several reasons, and believed the best opportunity for the Company to prove its sustainable beef concept was with the

Stovall Ranch JV in Montana.

In June 2024, Bion formed a strategic relationship with Turk Stovall and Stovall Ranching Companies.

Stovall is a fifth-generation Montana cattleman, with an extensive graduate-level education in cattle husbandry and an MBA in agribusiness,

and he is the largest custom cattle feeder in Montana.

He also has broad experience and relationships with both the U.S.

and Montana’s beef industry and important state leaders,

resources, and agencies.

Bion and Stovall have agreed to establish a JV, to be led by Mr.

Stovall, with the goal of developing a 15,000-head

sustainable beef project at Stovall’s Yellowstone Cattle Feeders (‘YCF’) location in Shepherd, Montana.

We anticipate

establishing the Stovall-Bion JV and creating related distribution agreements with key value chain partners during the current calendar

year, with the intent to begin construction before the end of 2024.

Bion will focus almost exclusively on moving that

project forward over the current year.

Upon completion of the first facility at YCF, the JV intends to immediately begin development of

a second set of barns and process equipment for additional capacity.

Ultimately, the JV envisions bringing a robust cattle feeding industry

to Montana, with additional feedyards in the eastern part of the state, which it currently lacks, along with sufficient corn production

and packing/ slaughter capacity.

We believe that our Gen3Tech platform and barns will mitigate the extreme weather that has limited outdoor

cattle feeding in the northern states.

Currently, Montana ships approximately 1.2 million feeder calves south to Colorado, Kansas, Nebraska

and other Midwest states to be fed.

Bion and Stovall Ranching Companies believe that indoor feeding, with its enhanced efficiencies, will

support the development of infrastructure that will allow premium Eco-friendly beef to be produced wholly in Montana, from calving to

We also believe that the State of Montana, like many states in the northern Midwest, will support such development that will

bring generational change and benefits to the state and its agricultural communities.

The Stovall-Bion JV (and future beef projects) will

be developed to produce blockchain-verified, sustainable beef in customized covered barns (resulting in reduced stress on cattle caused

by extreme weather, higher feed/weight gain efficiency, and shortened finishing times) with ongoing manure transfer (through slatted floors)

to anaerobic digesters (AD) that harvest biogas/ renewable natural gas (RNG) for sale.

After the digester, Bion’s ARS will capture

and stabilize the ammonia, to recover its nutrient value that is now being lost, as well as to remediate the environmental/carbon impacts

usually associated with cattle feedlots and CAFOs.

Bion’s patented Gen3Tech platform will refine the waste stream into valuable

coproducts that include clean water, RNG, and fertilizer products, both ‘Climate- and Water-Smart’ and/or organic.

and stages in the animal raising and waste treatment process will be third-party verified, providing the basis for additional revenues,

including carbon and/or renewable energy-related credits and, eventually, payment for a range of ecosystem services, including potentially

nutrient credits.

The same verified data will be used to substantiate the claims of a USDA-certified sustainable brand that will support

premium pricing for the meat/ animal protein products that are produced in Bion facilities.

Once Bion’s technology and production platform,

business model, and consumer demand have been proven, it may create the opportunity for joint ventures between the Company and larger

livestock/food/fertilizer industry participants.

To accomplish Bion’s goals in this sector, we anticipate that we will ‘partner’

with other technology and service companies who provide solutions for different links of the beef (and other livestock) value chain and

with strategic partners up and down the supply chain .

We anticipate this will result in substantial long-term value for Bion.

In the context of such JVs, we believe that the verifiable sustainable branding opportunities (conventional and organic) in meat will

represent one of the larger enhanced revenue contributors provided by Bion to the JVs (and Bion licensees).

The Company believes that

a large portion of its business will be conducted through such JVs, but a material portion may involve licensing and or other approaches.

and Montana’s

beef industry and important state leaders, resources, and agencies.

Bion and Stovall agreed to establish a JV, that was to be led by Mr.

Stovall, with the goal of developing a 16,000-head sustainable beef project at Stovall’s Yellowstone Cattle Feeders (‘YCF’)

location in Shepherd, Montana.

Over the following months,

it became apparent to Bion’s leadership that a) Bion did not have the requisite partners or resources needed to develop these large

integrated projects, b) that project development timelines would be much longer than anticipated, and c) it was unlikely Bion would be

able to raise sufficient capital to execute such a plan.

Bion correspondingly pivoted to devote almost all of its resources to the bolt-on

business opportunity:

using the ARS as a standalone ammonia control solution for others’ biogas production facilities.

We are currently

focused on existing large-scale livestock facilities with digesters in place, since they have waste streams for which the ARS has been

Further, we have and will continue to add resources to pursue opportunities in the industrial wastewater sector, where regulatory

drivers already exist, and we believe the ARS and its byproducts may give us a competitive advantage over existing solutions.

no intention of abandoning our opportunities to develop integrated sustainable livestock projects, which we believe our technology and

business model is best suited for.

However, we believe the bolt-on business opportunity has the advantage of requiring substantially less

capital and could represent a much shorter path to fertilizer production and revenues.

The Company’s on-going

difficulties raising needed funds over the past two years have rendered the Company unable to meet its current creditor obligations on

a timely basis.

The Company has engaged in discussion/negotiation with its larger creditors (including its largest creditor--- the primary

contractor on the Initial Project) but has been unable to reach agreements regarding payments due to the uncertainty as to if, when, and

how much funding the Company will be able to raise in future periods.

As a result, the primary contractor has filed a mechanics in Indiana

and is pursuing action in federal court, and other creditors are threatening to commence or have commenced litigation and/or repossess/remove

leased equipment.

The Company is behind on its lease payments related to the site of the Initial Project.

On September 5, 2024, three

members of the BLG met with representatives of two of the largest creditors:

the primary contractor and the property lessor.

We have resumed

payments to certain creditors, whose services the Company requires to continue operations at Fair Oaks, including partial lease payments

to the property lessor (and ongoing supplier of digestate).

Discussions and ultimate resolution are ongoing and subject to court proceedings

(see N, above) and Bion’s ability to raise capital in a timely manner.

We have implemented extreme cost savings measures:

only mission-critical operations and funding.

These measures will continue until we can execute a larger financing or obtain other sources

of capital, such as a potential strategic investor/partner or license agreement.

Bion is currently in discussions

with several potential strategic partners in engineering, renewable energy (biogas/RNG) and clean fuels, organic fertilizer distribution,

and others involved in reducing the environmental footprint of biogas, agriculture, and livestock production.

Bion is now evaluating a

number of these as potential development and finance partners for project opportunities.

Further, with the recent OMRI Listing for its

commercial fertilizer, the Company has initiated discussions with several large U.S.

fertilizer manufacturers and distributors that have

demonstrated interest in the product.

Bion believes that these industry relationships could entail a direct investment in Bion, licensing

fee, or some other ‘up front’ financial benefit to Bion, although there is no assurance that they will.

The Company recently

completed an engineering/ technology optimization report that is critical to demonstrating the technology performance and economics of

its ammonia recovery technology to potential strategic partners.

Bion’s new leadership

team is strongly committed to Bion’s continuation, its future success, and its shareholders.

We have refocused the Company’s

efforts to the bolt-on opportunity, to prove the technology at full scale and reach revenues more quickly.

We believe this puts us on

a more achievable path.

Further, this strategy will substantially reduce our need for capital, and we believe that a more reasonable and

credible objective will make it easier to raise that capital.

We also believe that the recent changes in leadership will lend validation

and credibility to Bion and its business plan, making it easier to execute needed strategic alliances and raise capital from potential

strategic, institutional, and retail investors.

Renewable Energy/ Clean Fuels Strategic Partner

Bion is currently (and has been) in discussions with

several companies related to strategic partnerships in renewable energy production – RNG and solar – and clean fuels, as well

as reducing the carbon footprint of livestock production, especially beef.

With today’s U.S, and global emphasis on decarbonizing

energy and the food supply chain, the sectors have become closely intertwined, they are evolving quickly, and integrated solutions have

become increasingly complex.

While Bion has over 30 years of experience in capturing and recycling nutrients, the Company needs to build

on its ability to fully understand the overlapping opportunities in the two spaces, and how to exploit them to their fullest potential.

Bion is now evaluating both European and U.S.

renewable energy developers, operators, and investors to determine the best fit for moving

forward with AD/RNG development for its own beef project(s), animal waste treatment for others, both here and in the EU, as well as a

development partner in industrial and municipal opportunities.

After its IP was extended to industrial and municipal waste streams in

January 2024, Bion announced its intention to establish strategic partnerships and to market the ARS as a standalone ’bolt-on’

ammonia control solution for anaerobic digestion (“AD”) of both animal manure waste (non-Bion livestock waste treatment facilities),

as well as industrial and municipal wastewater, both in the U.S.

Bion is currently (and has been) in discussions

with several companies related to strategic partnerships in renewable energy – RNG – and fertilizer production.

U.S, and global emphasis on decarbonizing energy and the food supply chain, as well as a growing focus on water, the sectors have become

closely intertwined, They are evolving quickly, and integrated solutions have become increasingly complex.

While Bion has over 30 years

of experience in capturing and recycling nutrients, the Company needs to build on its own abilities by affiliating with strategic partners

to fully understand the overlapping opportunities in the two spaces, and how to exploit them to their fullest potential.

Bion is now evaluating

both European and U.S.

renewable energy developers, operators, and investors to determine the best fit for moving forward with AD/RNG

development, both here and in the EU, as well as development partners in industrial opportunities.

After its IP was extended to industrial

and municipal waste streams in January 2024, Bion announced its intention to establish strategic partnerships and to market the ARS as

a standalone ’bolt-on’ ammonia control solution for anaerobic digestion (“AD”) of both animal manure waste (non-Bion

livestock waste treatment facilities), as well as industrial wastewater, both in the U.S.

and in Europe (See Standalone Opportunity below).

Bion is now focused primarily on:

and final testing at the Initial Project, our commercial-scale ARS installation at Fair Oaks, IN, for support of final design, feasibility

studies and/or engineering reports related to our initial JV Project (and further optimization of its operational parameters), ii) pre-development

planning of the Montana Stovall-Bion JV beef project, including distribution agreements for beef and co-products, iii) identifying a biogas/

clean fuels partner(s) for both livestock and industrial projects, iv) developing applications and markets for its low carbon ‘Climate-Smart’

and organic fertilizer products (including life-cycle analysis (LCA) to determine Carbon Intensity (CI) Score for both liquid and solid

products, and organic listings/certifications for multiple liquid products) and its sustainable (conventional and organic) animal protein

products, v) discussions regarding initiation and development of agreements and joint ventures (“JVs” as discussed herein)

based on the augmented capabilities of our Gen3Tech platform (in the sustainable beef and other livestock segments), (vi) exploring opportunities

related to stand-alone ARS markets, and vii) ongoing R&D activities.

Each of the initiatives/activities referenced above are subject

to resolution of the financial constraints facing the Company that are described in multiple places in this document.

and production of fertilizer samples at the Initial Project, our commercial-scale ARS installation at Fair Oaks, IN, ii) identifying biogas/

clean fuels partners for both livestock and industrial projects, iii) developing applications and markets for its low carbon and organic

fertilizer products (including life-cycle analysis (LCA) to determine Carbon Intensity (CI) Score for both liquid and solid products,

and organic listings/certifications for multiple liquid products), iv) exploring opportunities related to stand-alone ARS markets, (v),

discussions regarding initiation and development of agreements and joint ventures (“JVs” as discussed herein), and vi) ongoing

R&D activities.

Each of the initiatives/activities mentioned above are subject to resolution of the financial constraints facing the

Company that are described in multiple places in this document.

Technology Platform and Development

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(and prior years).

A key attribute of Bion’s 2G Tech, now our Gen3Tech,

was that nutrient and other pollution reductions could be measured, providing a level of verification on par with a municipal wastewater

treatment plant, which created the opportunity for the nutrient reductions to be used as “qualified offsets” to EPA-mandated

requirements.

However, while it was an engineering success, the 2G Tech failed financially because the platform was dependent on either

regulation or revenues from an anticipated incentive program under the Chesapeake Bay Strategy, that did not materialize.

By the mid-2010’s,

it became apparent that neither of these options were imminent or even assured, so the Company initiated the steps to reimagine and redesign

its technology.

The Gen3Tech platform was developed to maximize value from resource recovery and co-products, by using AD to produce biogas

and our ARS to produce fertilizer products.

By verifying these processes to the consumer, we would achieve premium pricing from USDA PVP-certified

‘environmentally sustainable’ retail branding of the animal protein products it supports.

Further, the third-generation platform

provides enhanced nutrient control, compared to prior versions, and will also generate verified water quality trading credits (or some

other form of payment for ecosystem services that we believe is inevitable for nutrient impaired watersheds).

The core technology that supports the Gen3Tech platform

is Bion’s patented and proprietary Ammonia Recovery System (ARS), which utilizes existing commercial evaporation and distillation

A key attribute of Bion’s 2G Tech, now our

Gen3Tech, was that nutrient and other pollution reductions could be measured, providing a level of verification on par with a municipal

wastewater treatment plant, which created the opportunity for the nutrient reductions to be used as “qualified offsets” to

EPA-mandated requirements.

However, while it was an engineering success, the 2G Tech failed financially because the platform was dependent

on either regulation or revenues from an anticipated incentive program under the Chesapeake Bay Strategy, that did not materialize.

the mid-2010’s, it became apparent that neither of these options were imminent or even assured, so the Company initiated the steps

to reimagine and redesign its technology.

The Gen3Tech platform was developed to maximize value from resource recovery and co-products,

by using AD to produce biogas and our ARS to produce fertilizer products.

By verifying these processes to the consumer, we would achieve

premium pricing from USDA PVP-certified ‘environmentally sustainable’ retail branding of the animal protein products it supports.

Further, the third-generation platform provides enhanced nutrient control, compared to prior versions, and will also generate verified

water quality trading credits (or some other form of payment for ecosystem services that we believe is inevitable for nutrient impaired

The core technology that supports the Gen3Tech

platform is Bion’s patented and proprietary Ammonia Recovery System (ARS), which utilizes existing commercial evaporation and distillation

process equipment (with decades of reliability and service history) that is customized for Bion’s specific applications.

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were extended to industrial and municipal wastewater streams, in addition to the animal manure waste streams, previously covered.

In June 2025, Bion completed and released its

Technology-Optimization Report, that details the development and 18-month optimization of the ARS at our demonstration facility in Fair

Oaks, Indiana.

The optimized ARS demonstrated it is stable and can maintain continuous steady-state operations, reliable, and scalable.

The ARS also showed it can achieve its ammonia reduction targets by evaporating one-third less water than was anticipated and modeled.

That translates to significantly better economics, including lower fertilizer production costs.

The platform is now ready for the final

design process of a full-scale commercial system, which is subject to project-specific details, location, and feedstock characteristics.

Ammonia Recovery System

The patented ARS is the core of Bion’s Gen3Tech

It recovers and upcycles more than 90 percent of the volatile ammonia that is available in the livestock manure (or other

organic) waste stream effluent after biogas/methane is produced through anaerobic digestion (AD).

The technology has applications in various

industrial organic waste streams, including food processing, slaughter/packing plants, and municipal facilities that utilize AD to produce

The ARS utilizes the CO2 that is also in the organic waste stream to stabilize the ammonia, forming ammonium carbonate/bicarbonate

in either a liquid or solid form.

It recovers and upcycles more than 90 percent of the volatile ammonia that is available in the livestock manure (or other organic)

waste stream effluent after biogas/methane is produced through anaerobic digestion (AD).

The technology has applications in various industrial

organic waste streams, including food processing, slaughter/packing plants, and municipal facilities that utilize AD to produce biogas.

The ARS utilizes the CO2 that is also in the organic waste stream to stabilize the ammonia, forming ammonium carbonate/bicarbonate in

either a liquid or solid form.

Ammonium bicarbonate has a long history of use as a water-soluble nitrogen fertilizer, that was commonly

used before the advent of low-cost synthetic fertilizers, such as urea.

Ammonia nitrogen enters the environment through volatilization

(evaporation) from the AD effluent, before and after it is applied to croplands as fertilizer, or it enters the water supply directly

in runoff from fields where it has been spread.

Ammonia nitrogen enters the environment through

volatilization (evaporation) from the AD effluent, before and after it is applied to croplands as fertilizer, or it enters the water supply

directly in runoff from fields where it has been spread.

Approximately 80 percent of the ammonia in livestock manure is lost in this manner.

the ammonia has escaped to the environment, it is highly mobile, water soluble, and difficult to recapture and treat (it is the primary

Once the ammonia has escaped to the environment, it is highly mobile, water soluble, and difficult to recapture and treat (it is the primary

cost-driver in municipal wastewater treatment).

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The Company has achieved multiple key technical

objectives in the optimization of the ARS, which will support the final design process for full-scale systems, based on results to date

and testing anticipated to be completed by the end of September 2024.

The ARS has achieved and maintained controlled operations under

a variety of conditions, producing both liquid and crystal ammonium carbonate/bicarbonate, Bion’s commercial nitrogen fertilizer

Bion has largely optimized the ARS’s operating parameters and has demonstrated that it meets and/or exceeds the results

needed for Bion’s economic models for large-scale commercial projects.

The Company expects final optimization to continue through

the end of September 2024 and provide the data required to support final design/engineering for commercial project modules.

Bion received an OMRI (Organic Materials Review Institute)

Listing on its first commercial nitrogen fertilizer product, a 10-0-0 ammonium bicarbonate solution, in August 2024, which provides assurance

to organic growers and their certifiers that the fertilizer can be used in organic production.

Fertilizers that can be used in organic

production command substantially higher prices than synthetic (chemically-produced) commercial fertilizers, such as urea.

Bion will initially

focus on several markets for its OMRI Listed fertilizers, including production of high-value specialty crop fruits & vegetables, organic

corn side dressing, and hydroponic and greenhouse applications.

Bion also expects demand in regions where nitrogen inputs are required

to maximize the benefits of cover crops that store carbon and improve soil and microbial health.

Further, Bion is also evaluating opportunities

in regenerative practices that include fertilized pastures to graze cattle.

At this time, Bion intends to continue producing liquid and

crystal fertilizer products at the Initial Project to support testing and life-cycle analysis, product trials, and ongoing organic and

low-carbon fertilizer initiatives.

Bion has produced and will continue to produce a solid/granular nitrogen fertilizer product at the

Initial Project which we believe will be both ‘Climate-Smart’ and ‘Water-Smart’ – a pure nitrogen fertilizer

with a low carbon footprint, that is water soluble and readily available to plants.

Final economic and energy efficiency models will be

validated during the final design process.

The Company intends to engage Hebeler Process Solutions/ Buflovak, our technology development-engineering

firm, during the upcoming quarter to prepare an evaluation and report of the ARS and its economics, while also moving forward on final

commercial design for the Stovall JV project.

Bion anticipates it will also engage a nationally-recognized and unrelated engineering firm

to produce a third-party engineering report, describing the processes and economics of its Ammonia Recovery System, which is a requirement

for USDA loan guarantees.

We believe this data will also provide potential stakeholders, including a) cattle producers and feeders, packers,

distributors, retailers in the agricultural segment, b) biogas and clean fuels developers and producers, c) operators of industrial and/or

municipal facilities utilizing ADs and d) financial institutions with the information they need to proceed with confidence in collaborating

with Bion on projects.

Each of the initiatives/activities referenced above are subject to resolution of the financial constraints facing

the Company that are described in multiple places in this document.

objectives in the optimization of the ARS, which will support the final design process for full-scale systems.

The ARS has achieved and

maintained controlled operations under a variety of conditions, producing both liquid and crystal ammonium carbonate/bicarbonate, Bion’s

commercial nitrogen fertilizer products.

Bion has optimized the ARS’s operating parameters and has demonstrated that it meets and/or

exceeds the results needed for Bion’s economic models for large-scale commercial projects.

Bion received an OMRI (Organic Materials Review

Institute) Listing on its first commercial nitrogen fertilizer product, a 10-0-0 ammonium bicarbonate solution, in August 2024, which

provides assurance to organic growers and their certifiers that the fertilizer can be used in organic production.

Fertilizers that can

be used in organic production command substantially higher prices than synthetic (chemically-produced) commercial fertilizers, such as

Bion will initially focus on several markets for its OMRI Listed fertilizers, including production of high-value specialty crop

fruits & vegetables, organic row crops, such as corn, and hydroponic, aeroponic, and greenhouse applications.

Bion also expects demand

in regions where nitrogen inputs are required to maximize the benefits of cover crops and is also evaluating opportunities in regenerative

Bion is also evaluating non-agriculture markets, including retail home lawn and garden, golf courses, city parks, schools,

and youth sports fields, which are all experiencing trends to natural and safe products.

At this time, Bion intends to continue producing

fertilizer products at the Initial Project to support testing and life-cycle analysis, product trials, and ongoing organic and low-carbon

fertilizer initiatives.

Bion has produced and will continue to produce a solid/granular nitrogen fertilizer product at the Initial Project

which we believe will be both ‘Climate-Smart’ and ‘Water-Smart’ – a pure nitrogen fertilizer with a low

carbon footprint, that is water soluble and readily available to plants.

Final economic and energy efficiency models will

be validated during the final design process.

The Company has prepared an evaluation and technology optimization report on the ARS and

its economics, under guidance from Buflovak.

We believe this data will also provide potential stakeholders, including a) livestock producers,

b) biogas and clean fuels developers and producers, c) operators of industrial and/or municipal facilities utilizing ADs and d) financial

institutions with the information they need to proceed with confidence in collaborating with Bion on projects.

Each of the initiatives/activities

referenced above are subject to resolution of the financial constraints facing the Company that are described in multiple places in this

Gen3Tech Platform

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treatment and resource recovery that is unmatched in the industry today.

The platform consists of manure handling and conditioning,

anaerobic digestion (AD) and biogas upgrading, coupled with our Ammonia Recovery System (ARS) and fertilizer processing, handling and

The Gen3Tech platform is the basis for a JV business model with four primary distinct revenue streams:

1) pipeline quality renewable

natural gas and related carbon and other environmental credits, 2) premium fertilizer product and related credits s:

The platform consists of manure handling and conditioning, anaerobic

digestion (AD) and biogas upgrading, coupled with our Ammonia Recovery System (ARS) and fertilizer processing, handling and storage.

Gen3Tech platform is the basis for a JV business model with four primary distinct revenue streams:

1) pipeline quality renewable natural

gas and related carbon and other environmental credits, 2) premium fertilizer product and related credits s:

organic and ‘low-carbon’,

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along with the ammonia-rich digestate, instead of venting it to atmosphere.

Gen3Tech facilities will also generate photovoltaic (solar)

Gen3Tech facilities can also generate photovoltaic (solar)

electricity from modules placed on the roofs of the barns (approximately 12 acres of rooftop per 15,000 head of cattle module) to supply

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Organic and ‘Low Carbon’:

The Company has focused a large portion of its activities on developing, testing, and demonstrating the 3rd generation of its technology

and technology platform, with emphasis on increasing the efficiency of production of valuable co-products from the waste treatment process,

including ammonia nitrogen in the form of low carbon and/or organically certified soluble nitrogen fertilizer products.

The ammonium bicarbonate

products (liquid and solid) produced by Bion’s Gen3Tech platform require the use of no outside compounds or chemicals and will enjoy

a dramatically lower carbon footprint than synthetic nitrogen fertilizers.

The Company has focused a large portion of its

activities on developing, testing, and demonstrating the 3rd generation of its technology and technology platform, with emphasis on increasing

the efficiency of production of valuable co-products from the waste treatment process, including ammonia nitrogen in the form of low carbon

and/or organically certified soluble nitrogen fertilizer products.

The ammonium bicarbonate products (liquid and solid) produced by Bion’s

Gen3Tech platform require the use of no outside compounds or chemicals and will enjoy a dramatically lower carbon footprint than synthetic

nitrogen fertilizers.

Much of the reactive nitrogen captured and upcycled

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carbon cost will no longer need to be paid by the environment/climate.

The Company’s low concentration ammonium bicarbonate

liquid product successfully completed its Organic Materials Review Institute (“OMRI”) application and review process with

listing approval during May 2020.

In March 2024, Bion applied for an OMRI (Organic Materials Review Institute) Listing on its first commercial

nitrogen fertilizer product, a 10-0-0 ammonium bicarbonate solution.

Bion was granted the Listing in August, which provides assurance

to organic growers and their certifiers that the fertilizer can be used in organic production.

Ammonium bicarbonate, manufactured using

thermal and mechanical processes, has a long history of use as a fertilizer.

Fertilizers that can be used in organic production command

substantially higher prices than synthetic (chemically-produced) commercial fertilizers, such as urea.

Based on preliminary market surveys

to date, we believe that existing competing organic fertilizer products are being sold presently at price points significantly greater

than Bion’s projected cost and projected pricing.

The Company’s low concentration ammonium

bicarbonate liquid product successfully completed its Organic Materials Review Institute (“OMRI”) application and review process

with listing approval during May 2020.

In March 2024, Bion applied for an OMRI (Organic Materials Review Institute) Listing on its first

commercial nitrogen fertilizer product, a 10-0-0 ammonium bicarbonate solution.

Bion was granted the Listing in August, which provides

assurance to organic growers and their certifiers that the fertilizer can be used in organic production.

Ammonium bicarbonate, manufactured

using thermal and mechanical processes, has a long history of use as a fertilizer.

Fertilizers that can be used in organic production

command substantially higher prices than synthetic (chemically-produced) commercial fertilizers, such as urea.

Based on preliminary market

surveys to date, we believe that existing competing organic fertilizer products are being sold presently at price points significantly

greater than Bion’s projected cost and projected pricing.

Bion will initially focus on several markets for its OMRI Listed fertilizers,

including production of high-value specialty crop fruits & vegetables, organic corn side dressing, and hydroponic and greenhouse applications.

Bion also expects demand in regions where nitrogen inputs are required to maximize the benefits of cover crops that store carbon and improve

soil and microbial health.

Further, Bion is also evaluating opportunities in regenerative practices that include fertilized pastures to

graze cattle.

We also believe that livestock products from animals raised with feed grains grown using Bion’s organic ammonium bicarbonate

fertilizer products (and that otherwise qualify) will receive organic approvals.

In addition to liquid ammonium nitrogen fertilizer,

Bion’s ARS is capable of recovering nitrogen in the form of solid ammonium bicarbonate products containing up to 18%-22% (or higher)

nitrogen in a crystalline form that is easily transported (while producing liquids with various percentages of ammonium bicarbonate nitrogen

during interim stages of the process).

This solid product is water soluble and provides a readily available nitrogen source for crops.

It will contain virtually none of the other salt, iron and mineral constituents of the livestock waste stream that often accompany other

organic fertilizers.

This product is being developed to fertilizer industry standards so that it can be precision-applied to crops using

existing equipment.

Applications for our first solid form

of concentrated ammonia, soluble nitrogen fertilizer product line were filed with OMRI (filed during May 2021) and CDFA (filed during

May 2022) without success to date.

After an extended review processes (which was largely opaque), the OMRI application proceeded through

multiple stages without receiving a positive result.

The Company’s solid product line is novel (in the context of organic certification)

in part due to the fact that no formal listing category currently in the organic space for a solid form of concentrated ammonia, soluble

nitrogen fertilizers and there is no clear guidance at present from internal policy manuals on how to categorize this product and the

process that produces it.

There is also no clear guidance at present from either the NOP or the National Organic Standards Board (“NOSB”)

(which is currently involved in a related review and recommendations process regarding ‘high nitrogen liquid fertilizers’

derived from ammonia from manure).

The Company and its representatives, along with a number of other organic fertilizer stakeholders,

are involved in discussions regarding resolution of these matters at all three levels.

The Company intends to continue efforts to obtain

listing/certification for its solid nitrogen fertilizer line over the course of this fiscal year.

The overarching standard of organic

production, per NOP guidelines, is that a “product shall have been produced and handled without the use of synthetic chemicals…”

That is rule Number One.

At NOP, the term "synthetic" means “a substance that is formulated or manufactured by a chemical

process or by a process that chemically changes a substance extracted from naturally occurring plant, animal, or mineral sources, except

that such term shall not apply to substances created by naturally occurring biological processes.” In evaluating and approving Bion’s

liquid ammonia for OMRI listing, Bion’s patented ammonia recovery system was not deemed synthetic.

That is an important distinction

for future Bion product filings based upon the same patented process.

Irrespective of an organic certification,

Bion believes that its crystalline ammonium bicarbonate will have use in another, potentially large, fertilizer market:

including production of high-value specialty crop fruits & vegetables, organic row crops, and hydroponic, aeroponic, and greenhouse

applications.

Bion also expects demand in regions where nitrogen inputs are required to maximize the benefits of cover crops that store

carbon and improve soil and microbial health.

Further, Bion is also evaluating opportunities in regenerative practices that include fertilized

pastures to graze cattle.

We also believe that livestock products from animals raised with feed grains grown using Bion’s organic

ammonium bicarbonate fertilizer products (and that otherwise qualify) will receive organic approvals.

Bion is also evaluating non-agriculture

markets, including retail home lawn and garden, golf courses, city parks, schools, and youth sports fields, which are all experiencing

trends to natural and safe products.

addition to liquid ammonium nitrogen fertilizer, Bion’s ARS is capable of recovering nitrogen in the form of solid ammonium bicarbonate

products containing up to 18%-22% (or higher) nitrogen in a crystalline form that is easily transported (while producing liquids with

various percentages of ammonium bicarbonate nitrogen during interim stages of the process).

This solid product is water soluble and provides

a readily available nitrogen source for crops.

It will contain virtually none of the other salt, iron and mineral constituents of the

livestock waste stream that often accompany other organic fertilizers.

This product is being developed to fertilizer industry standards

so that it can be precision-applied to crops using existing equipment.

for our first solid form of concentrated ammonia, soluble nitrogen fertilizer product line were filed with OMRI (filed during May 2021)

and CDFA (filed during May 2022) without success, to date.

After an extended review processes (which was largely opaque), the OMRI application

proceeded through multiple stages without receiving a positive result.

The Company’s solid product line is novel (in the context

of organic certification) in part due to the fact that no formal listing category currently in the organic space for a solid form of

concentrated ammonia, soluble nitrogen fertilizers and there is no clear guidance at present from internal policy manuals on how to categorize

this product and the process that produces it.

There is also no clear guidance at present from either the NOP or the National Organic

Standards Board (“NOSB”) (which is currently involved in a related review and recommendations process regarding ‘high

nitrogen liquid fertilizers’ derived from ammonia from manure).

The Company and its representatives, along with a number of other

organic fertilizer stakeholders, are involved in discussions regarding resolution of these matters at all three levels.

The Company intends

to continue efforts to obtain listing/certification for its solid nitrogen fertilizer line over the course of this fiscal year.

The overarching

standard of organic production, per NOP guidelines, is that a “product shall have been produced and handled without the use of

synthetic chemicals…” That is rule Number One.

At NOP, the term "synthetic" means “a substance that is formulated

or manufactured by a chemical process or by a process that chemically changes a substance extracted from naturally occurring plant, animal,

or mineral sources, except that such term shall not apply to substances created by naturally occurring biological processes.” In

evaluating and approving Bion’s liquid ammonia for OMRI listing, Bion’s patented ammonia recovery system was not deemed synthetic.

That is an important distinction for future Bion product filings based upon the same patented process.

believes that its crystalline ammonium bicarbonate will have use in another, potentially large, fertilizer market:

production of

corn grown for ethanol that is then upgraded to sustainable aviation fuel (SAF).

The Company is exploring the market potential for its

fertilizer (in liquid and/or solid forms) as a verifiably low carbon/ ‘Climate Smart’ product (potentially a much larger market

than the organic market) with focus on producing corn used for biofuels.

The carbon footprint (Carbon Intensity) of clean fuels (and therefore

the tax credits available for their use) is determined by a ‘life cycle analysis’ (LCA) that considers all the energy inputs

to the fuel and its production processes, compared to a fossil-fuels baseline.

In the case of corn ethanol that can be upgraded to SAF,

one of the largest inputs is the fertilizer used to grow the corn.

The baseline for that fertilizer is urea.

We believe Bion’s ability

to substantially reduce the carbon footprint of the fertilizer, and therefore that of the entire chain, will create significant value

for our partners and customers.

This will require working with industry and academic entities to develop

appropriate metrics and produce an independent ‘life cycle assessment’ (LCA) for Bion’s

ammonium nitrogen fertilizer product, which can be compared to conventional nitrogen fertilizer products, like urea.

Because Bion’s

ARS recovers both nitrogen and CO2 from the waste stream (including using CO2 usually vented to the atmosphere as a stabilizing agent),

it creates added carbon offsets compared to natural gas utilized as feedstock in chemical ammonia production, which reduction will be

reflected in the LCA.

This LCA will assess environmental impacts associated with fertilizer production in support of the beef cattle supply

chain for both the existing conventional approach (primarily fossil fuel-based Haber-Bosch production methods) and the largely decarbonized

Bion production approach.

We believe a series of coincident, yet significant LCA benefits accrue from Bion’s patented fertilizer

production approach that will lead to a very low carbon footprint.

Further, Bion believes that current evaluations of the carbon impact

from feedlot operations materially underestimate the negative impacts because existing models do not properly include significant ‘downstream’

carbon impacts of required energy intensive wastewater treatment for re-deposited ammonia nitrogen.

The Company believes there is a significant

‘Climate Smart’ opportunity for our fertilizer products, such an LCA can be completed (based in part on data from the Initial

Project) and support marketing efforts well prior to operational dates for the Company’s initial large-scale JV Gen3Tech projects.

Bion has conducted a preliminary LCA – while it is not considered ‘independent’, it used the internationally-accepted

GREET model – and it demonstrates our ammonium bicarbonate has a dramatically lower carbon footprint compared to the urea baseline.

The Company is exploring the market potential for

its fertilizer (in liquid and/or solid forms) as a verifiably low carbon/ ‘Climate Smart’ product (potentially a much

larger market than the organic market) with focus on producing corn used for biofuels.

The carbon footprint (Carbon Intensity) of

clean fuels (and therefore the tax credits available for their use) is determined by a ‘life cycle analysis’ (LCA) that

considers all the energy inputs to the fuel and its production processes, compared to a fossil-fuels baseline.

In the case of corn

ethanol that can be upgraded to SAF, one of the largest inputs is the fertilizer used to grow the corn.

The baseline for that

fertilizer is urea.

We believe Bion’s ability to substantially reduce the carbon footprint of the fertilizer, and therefore

that of the entire chain, will create significant value for our partners and customers.

of an organic certification, Bion will endeavor to demonstrate the substantially lower carbon footprint of its fertilizer, compared to

a synthetic urea product.

This will require working with industry and academic entities to develop appropriate metrics and produce an

independent ‘life cycle assessment’ (LCA) for Bion’s ammonium nitrogen fertilizer product, which can be compared to

conventional nitrogen fertilizer products, like urea.

Because Bion’s ARS recovers both nitrogen and CO2 from the waste stream (including

using CO2 usually vented to the atmosphere as a stabilizing agent), it creates added carbon offsets compared to natural gas utilized

as feedstock in chemical ammonia production, which reduction will be reflected in the LCA.

This LCA will assess environmental impacts

associated with fertilizer production in support of the beef cattle supply chain for both the existing conventional approach (primarily

fossil fuel-based Haber-Bosch production methods) and the largely decarbonized Bion production approach.

We believe a series of coincident,

yet significant LCA benefits accrue from Bion’s patented fertilizer production approach that will lead to a very low carbon footprint.

Further, Bion believes that current evaluations of the carbon impact from feedlot operations materially underestimate the negative impacts

because existing models do not properly include significant ‘downstream’ carbon impacts of required energy intensive wastewater

treatment for re-deposited ammonia nitrogen.

The Company believes there is a significant ‘Climate Smart’ opportunity for

our fertilizer products, such an LCA can be completed (based in part on data from the Initial Project) and support marketing efforts

well prior to operational dates for the Company’s initial large-scale JV projects.

Bion has conducted a preliminary LCA –

while it is not considered ‘independent’, it used the internationally-accepted GREET model – and it demonstrates our

ammonium bicarbonate has a dramatically lower carbon footprint that is 96 percent less compared to the urea baseline.

Sustainable Brand Premium:

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actual adoption.

Bion believes that nutrient reduction (and

other similar) credits and/or other methods of monetizing environmental benefits from the capture and re-purposing of the nutrients (largely

nitrogen and phosphorus) from the livestock waste stream, will become available in multiple states over the next several years.

in the Pennsylvania (“PA”) Senate of key legislation – SB 575 – in June 2019 that would have established a competitively-bid

market for nutrient credits in PA, is indicative of the trends.

Despite the fact that the bill was not considered in the House, due to

the Covid-19 pandemic (a re-introduced bill will have to be considered again in the current and/or future sessions, Bion anticipates that

after passage of a similar bill in the future, PA will establish a competitively-bid market for nutrient credits within twelve months

after legislative passage and being signed into law by the Governor.

See “Policy Change is Coming” and “Kreider Poultry

Joint Venture and Pennsylvania and Chesapeake Bay Initiatives” below for discussion of the history and status of matters in PA.

Political pressures, coupled with resistance from the entrenched interests of the cleanwater ‘status quo’, make it impossible

to reasonably project a timetable for adoption of the policy changes needed to establish a nutrient trading program (or similar program

that would allow agriculture to monetize low-cost nutrient reductions).

Bion believes that nutrient reduction

(and other similar) credits and/or other methods of monetizing environmental benefits from the capture and re-purposing of the nutrients

(largely nitrogen and phosphorus) from the livestock waste stream, will become available in multiple states over the next several years.

The passage in the Pennsylvania (“PA”) Senate of key legislation – SB 575 – in June 2019 that would have established

a competitively-bid market for nutrient credits in PA, is indicative of the trends.

Despite the fact that the bill was not considered

in the House, due to the Covid-19 pandemic (a re-introduced bill will have to be considered again in the current and/or future sessions,

Bion anticipates that after passage of a similar bill in the future, PA will establish a competitively-bid market for nutrient credits

within twelve months after legislative passage and being signed into law by the Governor.

See “Policy Change is Coming” and

“Kreider Poultry Joint Venture and Pennsylvania and Chesapeake Bay Initiatives” below for discussion of the history and status

of matters in PA.

Political pressures, coupled with resistance from the entrenched interests of the cleanwater ‘status quo’,

make it impossible to reasonably project a timetable for adoption of the policy changes needed to establish a nutrient trading program

(or similar program that would allow agriculture to monetize low-cost nutrient reductions).

Initial Project

The Initial Project is our commercial-scale Ammonia

Recovery System designed to demonstrate and optimize our core technology in preparation for development of a full-scale commercial project.

During September 2021, Bion entered into a lease for the development site of the Initial Project, located on approximately four (4) acres

of leased land near Fair Oaks, Indiana, and a related agreement regarding disposal of manure effluent with the Curtis Creek Dairy unit

of Fair Oaks Farms (“FOF”).

Design and pre-development work commenced during August 2021 and construction was largely completed

in September 2023, several months behind schedule.

The facility utilizes effluent from the anaerobic digesters that process the waste

from the dairy.

Recovery System that was designed to demonstrate and optimize our core technology in preparation for development of a full-scale commercial

During September 2021, Bion entered into a lease for the development site of the Initial Project, located on approximately four

(4) acres of leased land near Fair Oaks, Indiana, and a related agreement regarding disposal of manure effluent with the Curtis Creek

Dairy unit of Fair Oaks Farms (“FOF”).

Design and pre-development work commenced during August 2021 and construction was largely

completed in September 2023, several months behind schedule.

The facility utilizes effluent from the anaerobic digesters that process

the waste from the dairy.

The ARS demonstration facility has exceeded expectations for both treatment performance and economic efficiencies.

The project was not developed at economic commercial

scale or with an expectation of profitability due to its limited scale.

The facility is large enough to demonstrate engineering capabilities

of Bion’s ARS at commercial scale, but small enough that it could be constructed and commissioned relatively quickly.

It was designed

so that successful installation, commissioning, and operations could demonstrate scalability, determine operating parameters at scale,

and provide ongoing production and engineering capabilities, all being critical steps that must be accomplished before developing large

projects with JV partners.

The Initial Project produced a 10-0-0 commercial nitrogen liquid fertilizer that received an OMRI Listing as

described above.

Although envisioned as a small commercial facility,

due to several constraints previously described, the project was not developed at economic commercial scale or with an expectation of

profitability.

The facility is large enough to demonstrate engineering capabilities of Bion’s ARS at commercial scale, but small

enough that it could be constructed and commissioned relatively quickly.

It was designed so that successful installation, commissioning,

and operations could demonstrate scalability, determine operating parameters at scale, and provide ongoing production and engineering

capabilities, all being critical steps that must be accomplished before developing large projects with JV partners.

The Initial Project

produced a 10-0-0 commercial nitrogen liquid fertilizer that received an OMRI Listing as described above.

Originally, construction and onsite assembly operations

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for final design of full-scale systems.

See Note 3 “Property and Equipment” and Note 11 “Subsequent Events” (for

activities since the start of the first quarter of the 2024 fiscal year).

Upon completing the primary goals of phase 1 of the

Initial Project (only final optimization and design remain), the Company will determine whether to continue to operate the Initial Project

at that location or relocate the core modules to an alternative permanent location.

The Company has engaged in discussion with the University

of Nebraska-Lincoln to jointly develop an integrated beef facility based on Bion’s Gen3Tech and business model at its Klosterman

Feedyard Innovation Center (“KFIC”) (or other mutually agreed upon location) which facility would include innovative barns,

an anaerobic digester and a Bion ARS system to conduct ongoing research and development related thereto and the KFIC is a possible site

for the long-term re-location of the core modules.

This venture, if it moves forward, is anticipated to include joint preparation of applications

for grants and other funding from the USDA (‘climate smart’ program, rural development, etc.) and other sources.

will also evaluate re-locating the core module of the Initial Project to Dalhart, Texas, where it might be integrated into the first phases

of the Dalhart Project and/or to other locations.

See Note 3 “Property and Equipment”.

Upon completing the Initial Project’s mission—only

final design of the first commercial project remains—the Company will determine whether to continue to operate it at that location

or relocate the core modules to an alternative permanent location.

The Company has engaged in discussion with the University of Nebraska-Lincoln

to jointly develop an integrated beef facility based on Bion’s Gen3Tech and business model at its Klosterman Feedyard Innovation

Center (“KFIC”) (or other mutually agreed upon location) which facility would include innovative barns, an anaerobic digester

and a Bion ARS system to conduct ongoing research and development related thereto and the KFIC is a possible site for the long-term re-location

of the core modules.

This venture, if it moves forward, is anticipated to include joint preparation of applications for grants and other

funding from the USDA (‘climate smart’ program, rural development, etc.) and other sources.

The Company will also evaluate

re-locating the core module of the Initial Project to Dalhart, Texas, where it might be integrated into the first phases of the Dalhart

Project and/or to other locations.

Business Opportunities

1 unchanged sentence

platform and business model it supports, create three distinct, but related, opportunities for Bion and its strategic partners to exploit:

1) the transition to sustainable and sustainable-organic beef, 2) standalone ammonia control for biogas production, and 3) retrofit of

existing CAFOs to mitigate environmental impacts.

Bion leadership believes the sustainable beef opportunity is unique at this time, as

we are not aware of any other comprehensive system or process that offers treatment for or recovery of ammonia from beef waste.

still evaluating the ARS’s capabilities in the industrial and municipal sectors;

however, early indications are that there will

be a ‘sweet spot’ (a combination of source, concentration, and solids content) where the ARS can provide cost-effective solutions,

especially livestock packing/ slaughter waste, which waste stream is quite similar to manure waste.

While the retrofit opportunity will

require policy change, when cleanup of the $175B livestock industry is mandated, it represents an opportunity for Bion and others that

is very large.

Sustainable Beef

Bion’s efforts are primarily focused on exploiting

our sustainable beef opportunity through the Stovall-Bion JV.

We believe that the beef industry represents the ‘best use’

of Bion’s system capabilities and attributes, and its strategic partner model, The beef industry today faces a wide range of challenges,

from a fragmented commodity-producing industry with narrow margins to antiquated and inefficient production practices that start with

outdoor feedyards.

Beef production and consumption is a primary target of the global ‘anti-meat’ messaging campaign from consumer,

investor, and environmental advocacy groups (and the industry’s competitors in the alternative plant-based and cellular protein

Bion intends to produce truly sustainable beef, certified by USDA, with dramatic, third-party verified reductions in the negative

environmental effects by mitigating nutrient, greenhouse gas, and other environmental impacts.

To accomplish Bion’s goal, we will

partner with producers and other technology companies who provide solutions for different links of the beef value chain.

Our joint venture/strategic

partner-focused business model is designed to deliver a premium sustainable product to the consumer and increased profitability up and

down the supply chain.

At present, there is essentially no traceable and

verifiable ‘sustainable beef’ available to the US market, except for niche products.

In response to consumer demand for transparency

and sustainability, Bion expects the meat industry in general, and beef specifically, to evolve towards using new technologies to deliver

these attributes.

While we anticipate a faster adoption of tracking, verification and sustainability technologies in other perishable

food categories, like produce and dairy due to their shorter product cycles (and related harvest and production techniques), meat industry

leaders have also announced their willingness to move forward with initiatives in this area.

Many companies have announced ‘sustainability’

initiatives, but most appear to consist largely of ‘greenwashing’ marketing commitments rather than substantive undertakings

at this date.

Note, however, that Tyson’s Brazen beef initiative (which was announced during March 2023) may develop into a substantive

competitive factor in the sustainable beef marketplace, although the meaningfulness of its claims is now being challenged too.

Bion believes that substantial unmet demand currently

exists – potentially very large – for ‘real’ meat/dairy/egg products that offer the verifiable/believable sustainability

consumers seek, but with the taste and texture they have come to expect from American beef and pork, dairy and poultry.

Numerous studies

demonstrate the U.S.

consumers’ preferences for sustainability and their ‘willingness to pay’ (WTP) for it.

goal is to be first (or at least early) to market with meaningful and verified sustainable beef products that can be produced at sufficient

scale to service national market demand at an affordable price.

The cattle produced at Bion facilities will have a substantially lower

carbon footprint, dramatically reduced nutrient impacts to water and air, and an almost total pathogen kill in the waste stream.

the economics of producing these cattle (including the cost of the facility/technology upgrade) will be greatly enhanced by the revenue

realized from the recovery of valuable resources, including renewable energy, high-value fertilizer products, and clean water.

To Bion’s knowledge, there is no comprehensive

treatment solution for beef manure waste other than our Gen3Tech Platform.

Further, Bion’s business model, which addresses the entire

supply chain, creates additional opportunities to improve on both environmental impacts and production efficiencies.

Bion has 30 years

of experience in livestock waste management and is building a world class team, focused on beef.

We believe we have a significant advantage

as the $66 billion U.S.

beef industry contends with its environmental impacts, inherent inefficiencies, and a changing consumer demographic.

Bion‘s sustainable beef business model, based

on our Gen3Tech platform, will develop and operate large scale facilities that:

a) utilize custom designed barns (which enable a more

controlled and monitored husbandry environment) and photovoltaic solar electricity generation utilizing the rooftops (where climate conditions

permit), b) with continual manure transfer to anaerobic digesters (“ADs”), c) which produce RNG and related environmental

revenues, and d) then channel the AD waste (including CO2 recovered from the RNG processing/cleanup) through a series of patented technologies

to refine the waste into its various components.

The diagram below depicts a simplified facility schematic/flow chart:

This overall business model unites several

interrelated businesses driven by Bion’s technology and augments and aggregates multiple revenue streams as described below.

“ Technology and Technology Platform ” above for descriptions of the 4 major categories of products/revenue streams

which Bion anticipates from its Gen3Tech beef facilities:

a) premium ‘sustainable branded’ beef, b) renewable energy and

energy/environmental/carbon-related credits, c) fertilizer products (organic and/or low carbon) and, potentially d) nutrient credits.

A Bion sustainable beef facility (see diagram above)

will be comprised of covered barns with slotted floors (allowing the waste to pass through) which will reduce ammonia volatilization and

loss to the atmosphere, as well as odors, thereby improving animal health and human working conditions while preventing air/soil/water

The manure will be collected and moved directly to customized anaerobic digestion facilities which will produce renewable natural

gas (and re-cycle CO2 from the gas cleaning process).

Covered barns will reduce weather impacts on the livestock and have been demonstrated

to promote improved general health and weight gain in the cattle housed in them.

The barns’ very large roof surface area will be

utilized (in appropriate geographical locations) for the installation of photovoltaic solar generation systems to produce electricity

for the facility, as well as export to the grid.

The barn roofs will also be configured to capture rainwater, which, coupled with the

water recovered from the treatment process, will reduce the projects’ reliance on current water supplies.

Waste treatment and resource recovery will be provided

by Bion’s Gen3Tech platform, which Bion believes offers the most comprehensive solution for livestock waste available today.

addition to direct environmental benefits, every pound of nitrogen that is captured, upcycled, and returned to the agricultural nitrogen

cycle as high-quality fertilizer (vs lost to contaminate downstream waters), is also a pound of nitrogen that will not have to be produced

as synthetic urea or anhydrous ammonia, with their tremendous carbon cost.

System performance and environmental benefits will be monitored

and verified through third parties, with USDA PVP certification of the sustainable brand that Bion also believes will be the most comprehensive

available in the market.

Recently there have been efforts to establish sustainable

brands (including USDA PVP certification) for a number of small-scale livestock producers (largely in the grass-fed beef category).

date, the reach and extent of such efforts is limited, and it is difficult to determine their effectiveness.

Additionally, there

have been public announcements of initiatives related to beef sustainability (largely focused on the ‘cow-calf’ segment of

the livestock chain) in procurement by major beef processing companies, but a closer look finds that most consist largely of ‘green

washing’ public proclamations in the wake of environmental and social criticism that re-package prior initiatives and lack any significant

new substance.

At present, there is essentially no traceable and

verifiable ‘sustainable beef’ available to the US market except for niche products.

In response to consumer demand for transparency

and sustainability, Bion expects the meat industry in general, and beef specifically, to evolve towards using new technologies to deliver

these attributes in their products.

While we anticipate a faster adoption of tracking, verification and sustainability technologies in

other perishable food categories like produce and dairy due to their shorter product cycles (and related harvest and production techniques),

meat industry leaders have also announced their willingness to move forward with initiatives in this area.

Many companies have announced

meaningful ‘sustainability’ initiatives, but most appear to consist largely of ‘greenwashing’ marketing commitments

rather than substantive undertakings at this date.

Some portion of sustainable beef will likely

be organic (see below).

Sustainable Organic Beef

Bion believes it has a unique opportunity to produce,

at scale, affordable corn-fed organic beef that is also certified as sustainable.

In addition to the sustainable practices described above,

organic-sourced beef cows would be finished on organic corn, which would be produced using the ammonia nitrogen fertilizer captured by

the Gen3Tech platform and ARS.

Bion believes its meat products will meet consumer demands with respect to sustainability and safety (organic)

and also provide the tenderness and taste American consumers have come to expect from premium conventional American beef that has been

missing in current organic beef products.

Such products are largely unavailable in the market today.

We believe Bion’s unique ability

to produce the fertilizer needed to grow a supply of relatively low-cost organic corn, and the resulting opportunity to produce organic

beef, will differentiate us from potential competitors.

Today, organic beef demand is limited and mostly

supplied with grass-fed cattle.

While organic ground/ chopped meat has enjoyed success in U.S.

markets, grass-fed steaks have seen limited

acceptance, mostly resulting from consumer issues with taste and texture.

In other words, it’s tough.

Regardless, such steaks sell

for a significant premium over conventional beef.

A grain-finished organic beef product is largely unavailable in the marketplace today

due to the higher costs of producing organic corn and grain.

The exception is offerings that are very expensive from small ‘boutique’

beef producers.

Like all plants, corn requires nitrogen to grow.

Corn is especially sensitive to a late-season application of readily

available nitrogen – the key to maximizing yields.

With non-organic field corn, this nitrogen is supplied by an application of a

low-cost synthetic fertilizer, such as urea or anhydrous ammonia.

However, the cost for suitable nitrogen fertilizer that can be applied

late-season in organic corn production is so high that the late-season application becomes uneconomical, resulting in substantially lower

yields – a widely recognized phenomena known as the ‘yield gap’ in organic production.

The yield gap results in higher

costs for organic corn that, in turn, make it uneconomical to feed that corn to livestock.

As is the case for sustainable but not organic

beef, Bion believes there is a potentially large unmet demand for affordable beef products that are both sustainable AND organic, but

with the taste and texture consumers have come to expect from American beef.

Bion’s ability to produce the low-cost nitrogen fertilizer

that can close the organic yield (and affordability) gap puts the Company in a unique, if not exclusive, position to participate in JV’s

that will benefit from this opportunity starting next year.

The demonstrated willingness of consumers to purchase

sustainable products (along with numerous research and marketing studies confirming consumers are seeking, and are willing to pay a premium

for, sustainable products)---in combination with the threat to the livestock industry market (primarily beef and pork) posed by plant-based

alternatives (heightened by pandemic conditions)--- has succeeded in focusing the large scale livestock industry on how to meet the plant-based

market challenge by addressing the consumer sustainability issues.

The consumer demand for sustainability appears to be a real and lasting

trend, but consumers remain skeptical of generalized claims of ‘sustainability’.

To date, a large portion of the industry

responses to this trend have been at a superficial level or consist of ‘green washing’, a deceptive marketing practice where

companies promote non-substantive initiatives.

Real sustainability for the livestock industry will require implementation of advanced

waste treatment technology at or near the CAFOs – where most of the negative environmental impacts take place.

1) standalone ammonia control for industrial or livestock waste biogas production, and 2) retrofit of existing CAFOs to mitigate environmental

impacts, 3) the transition to sustainable and sustainable-organic beef.

Bion leadership believes the sustainable beef opportunity is still

developing, but that our solution is unique at this time.

We have determined that the ARS has many applications in the industrial sector.

Early indications are that there will be a ‘sweet spot’ (a combination of source, concentration, and solids content) where

the ARS can provide cost-effective solutions, especially for food waste and food processing waste, including livestock packing/ slaughter

waste, which waste stream is quite similar to manure waste.

While the retrofit opportunity will require policy change, when cleanup of

the $175B livestock industry is mandated, it represents an opportunity for Bion and others that is very large.

Standalone Opportunity

5 unchanged sentences

and in Europe:

INDUSTRIAL AND MUNICIPAL WASTEWATER

represents our best opportunity in the US, because these types of facilities are already regulated by point source water discharge standards.

AD is now used at 1,269 water resource recovery facilities in the U.S., with another 102 stand-alone systems that digest food waste.

American Biogas Council estimates that there are an additional 8,600 sites with development potential.

Germany, by comparison, has almost

10,000 operating AD sites, indicating the potential for substantial growth in biogas production here in the U.S.

In an industrial or muni application, ammonia

control is an anticipated cost – Bion anticipates it would be paid a tolling fee to remove the ammonia nitrogen from the discharge

As a service provider, Bion will need to be the ‘low-cost solution’ compared to other ammonia removal technologies,

although higher treatment costs could be mitigated by byproduct values as described below.

This is a new application of our technology,

in a sector that is evolving quickly with the increasing focus in the U.S.

INDUSTRIAL WASTEWATER represents our

best opportunity in the US, because these types of facilities are already regulated by point source water discharge standards.

now used at more than 1,269 water resource recovery facilities in the U.S., with another 102 stand-alone systems that digest food

The American Biogas Council estimates that there are an additional 8,600 sites with development potential.

comparison, has almost 10,000 operating AD sites, indicating the potential for substantial growth in biogas production here in the

In an industrial application, ammonia control

is an anticipated cost – Bion anticipates it could be paid a tolling fee to remove the ammonia nitrogen from the discharge stream.

As a service provider, Bion will need to be the ‘low-cost solution’ compared to other ammonia removal technologies, although

higher treatment costs could be mitigated by byproduct values as described below.

This is a new application of our technology, in a sector

that is evolving quickly with the increasing focus in the U.S.

on biogas production from organic waste.

With our expertise

and experience limited to animal waste, it is critical that we identify a strategic partner in this space as soon as possible.

With our expertise and experience

limited to animal waste, it is critical that we identify a strategic partner in this space as soon as possible.

Bion’s technical and economic advantage

in this space is our ammonium bicarbonate fertilizer.

Technology competitors, such as ammonia stripping, may not produce a salable product

at the end of their treatment process (stripping mostly releases nitrogen gas to the atmosphere).

In the organic fertilizer markets, our

competitors are also able to capture ammonia, but not stabilize it inexpensively, leading to higher production costs than we anticipate.

In the low-carbon fertilizer space, our low net cost due to the tolling fee may offset the lower production costs we anticipate for large

scale green ammonia projects we might compete with.

As a result of this ‘double dip’ (being paid both to remove the ammonia,

then to sell it as a fertilizer), we think this space should be a good fit for Bion.

We believe meat and poultry slaughter/processing

plants may be the best fit for our technology.

Their wastewater streams are concentrated, relatively consistent, and have similar characteristics

to the animal waste stream our technology was developed to treat.

Further, the industry is now being targeted for increased EPA regulation.

It is generally accepted that the top 10 percent of facilities (by capacity) will be subject to more stringent discharge standards.

is expected to require additional treatment at the largest facilities, which could enhance the retrofit opportunity in this space.

Municipal wastewater treatment is much more

complex, owing to the wide variety of components/ contaminants in the waste stream, including PFAS (dissolved from plastics), siloxane

(chemical material from makeup and other personal products), pharmaceuticals, etc.

Bion would need to conduct extensive pilots and trials

prior to entering the municipal space.

Again, a strategic engineering partner with municipal experience will be critical to success in

in this space is our ammonium bicarbonate fertilizer and our operational expertise.

Technology competitors, such as ammonia stripping,

may not produce a salable product at the end of their treatment process (stripping mostly releases nitrogen gas to the atmosphere).

the organic fertilizer markets, our competitors are also able to capture ammonia, but not stabilize it inexpensively, leading to higher

production costs than we anticipate.

In the low-carbon fertilizer space, our low net cost due to the tolling fee may offset the lower

production costs we anticipate for large scale green ammonia projects we might compete with.

As a result of this ‘double dip’

(being paid both to remove the ammonia, then to sell it as a fertilizer), we think this space should be a good fit for Bion.

We believe food waste, food and beverage processing

waste, and meat and poultry slaughter/processing waste may be the best fit for our technology.

Their wastewater streams are concentrated,

relatively consistent, and have similar characteristics to the animal waste stream our technology was developed to treat.

Municipal wastewater

treatment is much more complex, owing to the wide variety of components/ contaminants in the waste stream, including PFAS (dissolved from

plastics), siloxane (chemical material from makeup and other personal products), pharmaceuticals, etc.

Bion would need to conduct extensive

pilots and trials prior to entering the municipal space.

Again, a strategic engineering partner with municipal experience will be critical

to success in this space if we decide to pursue it.

ANIMAL WASTE.

According to the American

Biogas Council here are 473 animal waste digesters operating in the U.S.

According to the

American Biogas Council there are more than 473 animal waste digesters operating in the U.S.

today, most on dairy operations.

The American Biogas Council

and USDA’s AgSTAR program estimate more than 8,000 additional sites with development potential.

Bion’s ARS was designed specifically

for this purpose:

control ammonia from livestock waste and produce the highest value byproducts with it.

In the U.S., post-AD animal waste digestate

is treated like raw animal manure and can be land-applied under a nutrient management plan.

American Biogas Council and USDA’s AgSTAR program estimate more than 8,000 additional sites with development potential.

Bion’s ARS was designed specifically for this purpose:

control ammonia from livestock waste and produce the highest value

byproducts with it.

In the U.S., post-AD animal waste digestate is

treated like raw animal manure and can be land-applied under a nutrient management plan.

Absent a regulatory driver, there is no tolling

3 unchanged sentences

Identifying those areas will be the key to success in this market.

We expect regulatory drivers to develop in

We expect regulatory drivers to develop in the

on a regional basis initially, based on groundwater contamination and PM2.5 levels (see earlier discussion).

9 unchanged sentences

in the same manner as any other industrial source, subject to groundwater permitting requirements.

The European Union is ripe for nutrient control

of post-AD animal manure waste, due to an existing focus on ammonia and nitrogen, and strong subsidy market drivers that essentially serve

the same purpose as regulation.

Bion has already been named as the ammonia control technology provider for a regional dairy waste AD project

in Ireland that is awaiting federal funding.

Bion believes its proven technology and value-added fertilizers will give it a significant

competitive advantage in the EU markets.

European Union is ripe for nutrient control of post-AD animal manure waste, due to an existing focus on ammonia and nitrogen, and strong

subsidy market drivers that essentially serve the same purpose as regulation.

Bion has already been named as the ammonia control technology

provider for a regional dairy waste AD project in Ireland that is awaiting federal funding.

Bion believes its proven technology and value-added

fertilizers will give it a significant competitive advantage in the EU markets.

CAFO Retrofit Opportunity

As one of the largest contributors to some of the

greatest air and water quality problems in America, it is clear that livestock waste cleanup represents one of the greatest opportunities

As one of the largest contributors to some of

the greatest air and water quality problems in America, it is clear that livestock waste cleanup represents one of the greatest opportunities

to achieve wholesale and meaningful improvements in U.S.

10 unchanged sentences

that our technology, which was ‘purpose built’ for this challenge, will play an important role in that cleanup.

The livestock industry and its markets are already changing.

our commercial-ready technology and business model, Bion believes it has a ‘first-mover advantage’ over others that will seek

to exploit the opportunities that will arise from the industry’s inevitable transformation.

Bion anticipates moving forward with

the development of its initial commercial installation utilizing its Gen3Tech with the Stovall-Bion JV, during the current 2024 calendar

We believe that the success of this project will demonstrate that CAFO cleanup can be achieved and can provide a pathway to true

economic and environmental sustainability, with ‘win-win’ benefits for the livestock industry, the environment, and the consumer.

Bion intends to pursue this opportunity for CAFO cleanup and advocate for its implementation on a broad scale.

livestock industry and its markets are already changing.

With our commercial-ready technology and business model, Bion believes it has

a ‘first-mover advantage’ over others that will seek to exploit the opportunities that will arise from the industry’s

inevitable transformation.

Bion anticipates moving forward with the development of its initial commercial installation utilizing its

Gen3Tech with the Stovall-Bion JV, during the current 2024 calendar year.

We believe that the success of this project will demonstrate

that CAFO cleanup can be achieved and can provide a pathway to true economic and environmental sustainability, with ‘win-win’

benefits for the livestock industry, the environment, and the consumer.

Bion intends to pursue this opportunity for CAFO cleanup and

advocate for its implementation on a broad scale.

Sustainable Beef

Bion believes there is an evolving opportunity

to provide sustainable production solutions to the cattle feeding industry.

We believe we were too ‘early’ in our efforts

to establish integrated sustainable beef projects, but that the beef industry represents the ‘best use’ of Bion’s system

capabilities and attributes.

The beef industry today faces a wide range of challenges, from a fragmented commodity-producing industry

with narrow margins to antiquated and inefficient production practices that start with outdoor feedyards.

Beef production and consumption

is a primary target of the global ‘anti-meat’ messaging campaign from consumer, investor, and environmental advocacy groups

(and the industry’s competitors in the alternative plant-based and cellular protein spaces).

Bion believes there is an opportunity

to produce truly sustainable beef, certified by USDA, with dramatic, third-party verified reductions in the negative environmental effects

by mitigating nutrient, greenhouse gas, and other environmental impacts.

To accomplish Bion’s goal, we will have to partner with

producers and other technology companies who provide solutions for different links of the beef value chain.

A joint venture/strategic

partner-focused business model will be needed to deliver a premium sustainable product to the consumer and increased profitability up

and down the supply chain.

present, there is essentially no traceable and verifiable ‘sustainable beef’ available to the US market, except for niche

In response to consumer demand for transparency and sustainability, Bion expects the meat industry in general, and beef specifically,

to evolve towards using new technologies to deliver these attributes.

While we anticipate a faster adoption of tracking, verification

and sustainability technologies in other perishable food categories, like produce and dairy due to their shorter product cycles (and

related harvest and production techniques), meat industry leaders have also announced their willingness to move forward with initiatives

in this area.

Many companies have announced ‘sustainability’ initiatives, but most appear to consist largely of ‘greenwashing’

marketing commitments rather than substantive undertakings at this date.

Bion believes that substantial unmet demand currently exists

– potentially very large – for ‘real’ meat/dairy/egg products that offer the verifiable/believable sustainability

consumers seek, but with the taste and texture they have come to expect from American beef and pork, dairy and poultry.

Numerous studies

demonstrate the U.S.

consumers’ preferences for sustainability and their ‘willingness to pay’ (WTP).

Bion’s knowledge, there is no comprehensive treatment solution for beef manure waste other than our Gen3Tech Platform.

Bion’s business model, which addresses the entire supply chain, creates additional opportunities to improve on both environmental

impacts and production efficiencies.

Bion has 30 years of experience in livestock waste management.

We believe we have a significant

advantage as the $66 billion U.S.

beef industry contends with its environmental impacts, inherent inefficiencies, and a changing consumer

sustainable beef business model, based on our Gen3Tech platform, can develop and operate large scale facilities that:

a) utilize custom

designed barns (which enable a more controlled and monitored husbandry environment) and photovoltaic solar electricity generation utilizing

the rooftops (where climate conditions permit), b) with continual manure transfer to anaerobic digesters (“ADs”), c) which

produce RNG and related environmental revenues, and d) then channel the AD waste (including CO2 recovered from the RNG processing/cleanup)

through a series of patented technologies to refine the waste into its various components.

The diagram below depicts a simplified facility

schematic/flow chart:

overall business model unites several interrelated businesses driven by Bion’s technology and augments and aggregates multiple

revenue streams as described below.

See “ Technology and Technology Platform ” above for descriptions of the 4 major

categories of products/revenue streams which Bion anticipates from its Gen3Tech beef facilities:

a) premium ‘sustainable branded’

beef, b) renewable energy and energy/environmental/carbon-related credits, c) fertilizer products (organic and/or low carbon) and, potentially

d) nutrient credits.

Bion sustainable beef facility (see diagram above) will be comprised of covered barns with slotted floors (allowing the waste to pass

through) which will reduce ammonia volatilization and loss to the atmosphere, as well as odors, thereby improving animal health and human

working conditions while preventing air/soil/water pollution.

The manure will be collected and moved directly to customized anaerobic

digestion facilities which will produce renewable natural gas (and re-cycle CO2 from the gas cleaning process).

Covered barns will reduce

weather impacts on the livestock and have been demonstrated to promote improved general health and weight gain in the cattle housed in

The barns’ very large roof surface area will be utilized (in appropriate geographical locations) for the installation of

photovoltaic solar generation systems to produce electricity for the facility, as well as export to the grid.

The barn roofs will also

be configured to capture rainwater, which, coupled with the water recovered from the treatment process, will reduce the projects’

reliance on current water supplies.

treatment and resource recovery will be provided by Bion’s Gen3Tech platform, which Bion believes offers the most comprehensive

solution for livestock waste available today.

In addition to direct environmental benefits, every pound of nitrogen that is captured,

upcycled, and returned to the agricultural nitrogen cycle as high-quality fertilizer (vs lost to contaminate downstream waters), is also

a pound of nitrogen that will not have to be produced as synthetic urea or anhydrous ammonia, with their tremendous carbon cost.

performance and environmental benefits will be monitored and verified through third parties, with USDA PVP certification of the sustainable

brand that Bion also believes will be the most comprehensive available in the market.

there have been efforts to establish sustainable brands (including USDA PVP certification) for a number of small-scale livestock producers

(largely in the grass-fed beef category).

To date, the reach and extent of such efforts is limited, and it is difficult to determine

their effectiveness.

Additionally, there have been public announcements of initiatives related to beef sustainability (largely focused

on the ‘cow-calf’ segment of the livestock chain) in procurement by major beef processing companies, but a closer look finds

that most consist largely of ‘green washing’ public proclamations in the wake of environmental and social criticism that

re-package prior initiatives and lack any significant new substance.

present, there is essentially no traceable and verifiable ‘sustainable beef’ available to the US market except for niche

In response to consumer demand for transparency and sustainability, Bion expects the meat industry in general, and beef specifically,

to evolve towards using new technologies to deliver these attributes in their products.

While we anticipate a faster adoption of tracking,

verification and sustainability technologies in other perishable food categories like produce and dairy due to their shorter product

cycles (and related harvest and production techniques), meat industry leaders have also announced their willingness to move forward with

initiatives in this area.

Many companies have announced meaningful ‘sustainability’ initiatives, but most appear to consist

largely of ‘greenwashing’ marketing commitments rather than substantive undertakings at this date.

Some portion of sustainable beef will likely be organic (see below).

Sustainable Organic Beef

believes it has a unique opportunity to produce, at scale, affordable corn-fed organic beef that is also certified as sustainable.

addition to the sustainable practices described above, organic-sourced beef cows would be finished on organic corn, which would be produced

using the ammonia nitrogen fertilizer captured by the Gen3Tech platform and ARS.

Bion believes its meat products will meet consumer demands

with respect to sustainability and safety (organic) and also provide the tenderness and taste American consumers have come to expect

from premium conventional American beef that has been missing in current organic beef products.

Such products are largely unavailable

in the market today.

We believe Bion’s unique ability to produce the fertilizer needed to grow a supply of relatively low-cost

organic corn, and the resulting opportunity to produce organic beef, will differentiate us from potential competitors.

organic beef demand is limited and mostly supplied with grass-fed cattle.

While organic ground/ chopped meat has enjoyed success in U.S.

markets, grass-fed steaks have seen limited acceptance, mostly resulting from consumer issues with taste and texture.

In other words,

Regardless, such steaks sell for a significant premium over conventional beef.

A grain-finished organic beef product

is largely unavailable in the marketplace today due to the higher costs of producing organic corn and grain.

The exception is offerings

that are very expensive from small ‘boutique’ beef producers.

Like all plants, corn requires nitrogen to grow.

Corn is especially

sensitive to a late-season application of readily available nitrogen – the key to maximizing yields.

With non-organic field corn,

this nitrogen is supplied by an application of a low-cost synthetic fertilizer, such as urea or anhydrous ammonia.

However, the cost

for suitable nitrogen fertilizer that can be applied late-season in organic corn production is so high that the late-season application

becomes uneconomical, resulting in substantially lower yields – a widely recognized phenomena known as the ‘yield gap’

in organic production.

The yield gap results in higher costs for organic corn that, in turn, make it uneconomical to feed that corn to

As is the case for sustainable but not organic beef, Bion believes there is a potentially large unmet demand for affordable

beef products that are both sustainable AND organic, but with the taste and texture consumers have come to expect from American beef.

Bion’s ability to produce the low-cost nitrogen fertilizer that can close the organic yield (and affordability) gap puts the Company

in a unique, if not exclusive, position to participate in JV’s that will benefit from this opportunity starting next year.

demonstrated willingness of consumers to purchase sustainable products (along with numerous research and marketing studies confirming

consumers are seeking, and are willing to pay a premium for, sustainable products)---in combination with the threat to the livestock

industry market (primarily beef and pork) posed by plant-based alternatives (heightened by pandemic conditions)--- has succeeded in focusing

the large scale livestock industry on how to meet the plant-based market challenge by addressing the consumer sustainability issues.

The consumer demand for sustainability appears to be a real and lasting trend, but consumers remain skeptical of generalized claims of

‘sustainability’.

To date, a large portion of the industry responses to this trend have been at a superficial level or consist

of ‘green washing’, a deceptive marketing practice where companies promote non-substantive initiatives.

Real sustainability

for the livestock industry will require implementation of advanced waste treatment technology at or near the CAFOs – where most

of the negative environmental impacts take place.

The Livestock CAFO Problem

The livestock CAFO industry is under tremendous pressure

from regulatory agencies, a wide range of advocacy groups, institutional investors and the industry’s own consumers, to adopt sustainable

Environmental cleanup is inevitable and has already begun - and policies have already begun to change, as well.

Gen3Tech was developed for implementation on large scale livestock production facilities, where scale drives both lower treatment costs

and efficient co-products production, as well as dramatic environmental improvements.

We believe that scale, coupled with Bion’s

verifiable treatment technology platform, will create a transformational opportunity to integrate clean production practices at (or close

to) the point of production—the primary source of the industry’s environmental impacts.

Bion intends to assist the forward-looking

segment of the livestock industry to bring animal protein production in line with 21st Century consumer demands for meaningful sustainability.

(according to the USDA’s 2017 agricultural

census) there are over 9 million dairy cows, 90 million beef cattle, 60 million swine and more than 2 billion poultry which provides an

indication of both the scope of the problem addressed by Bion’s technology, as well as the size of Bion’s opportunity.

Environmental

impacts from livestock production include surface and groundwater pollution, greenhouse gas emissions, ammonia, and other air pollution,

excess water use, and pathogens related to foodborne illnesses and antibiotic resistance.

While the most visible and immediate problems

are related to nutrient runoff and its effects on water quality, the industry has recently been targeted by various stakeholder groups

for its impacts on climate change.

The livestock CAFO industry is under tremendous

pressure from regulatory agencies, a wide range of advocacy groups, institutional investors and the industry’s own consumers, to

adopt sustainable practices.

Environmental cleanup is inevitable and has already begun - and policies have already begun to change, as

Bion’s Gen3Tech was developed for implementation on large scale livestock production facilities, where scale drives both lower

treatment costs and efficient co-products production, as well as dramatic environmental improvements.

We believe that scale, coupled with

Bion’s verifiable treatment technology platform, will create a transformational opportunity to integrate clean production practices

at (or close to) the point of production—the primary source of the industry’s environmental impacts.

Bion intends to assist

the forward-looking segment of the livestock industry to bring animal protein production in line with 21st Century consumer demands for

meaningful sustainability.

(according to the USDA’s 2017

agricultural census) there are over 9 million dairy cows, 90 million beef cattle, 60 million swine and more than 2 billion poultry which

provides an indication of both the scope of the problem addressed by Bion’s technology, as well as the size of Bion’s opportunity.

Environmental impacts from livestock production include surface and groundwater pollution, greenhouse gas emissions, ammonia, and other

air pollution, excess water use, and pathogens related to foodborne illnesses and antibiotic resistance.

While the most visible and immediate

problems are related to nutrient runoff and its effects on water quality, the industry has recently been targeted by various stakeholder

groups for its impacts on climate change.

Estimates of total annual U.S.

livestock manure waste

vary widely, but start around a billion tons, between 100 and 130 times greater than human waste.

However, while human waste is generally

treated by septic or municipal wastewater plants, livestock waste – raw manure – is spread on our nation’s croplands

for its fertilizer value.

livestock manure

waste vary widely, but start around a billion tons, between 100 and 130 times greater than human waste.

However, while human waste is

generally treated by septic or municipal wastewater plants, livestock waste – raw manure – is spread on our nation’s

croplands for its fertilizer value.

Large portions of U.S.

feed crop production (and most organic crop production) are fertilized, in part, in this

Under current manure management practices, 80% or more of total nitrogen from manure, much of it in the form of ammonia, escapes

during storage, transportation, and during and after soil application, representing both substantial lost value and environmental costs.

More than half of the nitrogen impacts from livestock waste come from airborne ammonia emissions, which are extremely volatile, reactive

Airborne ammonia nitrogen eventually settles back to the ground through atmospheric deposition - it ‘rains’ everywhere.

While some of this nitrogen is captured and used by plants, most of it runs off and enters surface waters or percolates down to groundwater.

It is now well-established that most of the voluntary conservation practices, such as vegetated buffers that ‘filter’ runoff

(often referred to as “BMPs” or “Best Management Practices” that have traditionally been implemented to attempt

to mitigate nutrient runoff), are considerably less effective than was previously believed to be the case.

This is especially true with

regard to addressing the volatile and mobile nitrogen from ammonia emissions, because BMPs are primarily focused on surface water runoff,

directly from farm fields in current production, versus the re-deposition that takes place everywhere or groundwater flow.

Runoff from livestock waste has been identified in

most of our major watersheds as a primary source of excess nutrients that fuel algae blooms in both fresh and saltwater.

feed crop production (and most organic crop production) are fertilized, in

part, in this manner.

Under current manure management practices, 80% or more of total nitrogen from manure, much of it in the form of

ammonia, escapes during storage, transportation, and during and after soil application, representing both substantial lost value and environmental

More than half of the nitrogen impacts from livestock waste come from airborne ammonia emissions, which are extremely volatile,

reactive and mobile.

Airborne ammonia nitrogen eventually settles back to the ground through atmospheric deposition - it ‘rains’

While some of this nitrogen is captured and used by plants, most of it runs off and enters surface waters or percolates down

to groundwater.

It is now well-established that most of the voluntary conservation practices, such as vegetated buffers that ‘filter’

runoff (often referred to as “BMPs” or “Best Management Practices” that have traditionally been implemented to

attempt to mitigate nutrient runoff), are considerably less effective than was previously believed to be the case.

This is especially

true with regard to addressing the volatile and mobile nitrogen from ammonia emissions, because BMPs are primarily focused on surface

water runoff, directly from farm fields in current production, versus the re-deposition that takes place everywhere or groundwater flow.

Runoff from livestock waste has been identified

in most of our major watersheds as a primary source of excess nutrients that fuel algae blooms in both fresh and saltwater.

Over the last

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rising temperatures and increasing rainstorm intensity as a result of climate change.

Nitrate-contaminated groundwater is of growing concern

in agricultural regions nationwide, where it has been directly correlated with nutrient runoff from upstream agricultural operations using

raw manure as fertilizer.

Pennsylvania, Wisconsin, California and Washington, and others, now have regions where groundwater nitrate levels

exceed EPA standards for safe drinking water.

High levels of nitrate can cause blue baby syndrome (methemoglobinemia) in infants and affect

women who are or may become pregnant, and it has been linked to thyroid disease and colon cancer.

EPA has set an enforceable standard

called a maximum contaminant level (MCL) in water for nitrates at 10 parts per million (ppm) (10 mg/L) and for nitrites at 1 ppm (1 mg/L).

Nitrate-contaminated groundwater is of growing

concern in agricultural regions nationwide, where it has been directly correlated with nutrient runoff from upstream agricultural operations

using raw manure as fertilizer.

Pennsylvania, Wisconsin, California and Washington, and others, now have regions where groundwater nitrate

levels exceed EPA standards for safe drinking water.

High levels of nitrate can cause blue baby syndrome (methemoglobinemia) in infants

and affect women who are or may become pregnant, and it has been linked to thyroid disease and colon cancer.

EPA has set an enforceable

standard called a maximum contaminant level (MCL) in water for nitrates at 10 parts per million (ppm) (10 mg/L) and for nitrites at 1

ppm (1 mg/L).

Federal regulations require expensive pretreatment for community water sources that exceed the MCL;

however, private drinking water

wells are not regulated, and it is the owners’ responsibility to test and treat their wells.

Additionally, groundwater flows also

transport this volatile nitrogen downstream where, along its way, it intermixes with surface water, further exacerbating the runoff problem.

Like atmospheric deposition, the current conservation practices relied on to reduce agricultural runoff are largely bypassed by this subsurface

Nitrogen and ammonia are also global concerns, with

a growing number of harmful algae blooms and recurring dead zones across the world.

In the EU, a nitrogen cap has been established that

has led to political and social unrest, especially in Ireland and the Netherlands, where farmers are faced with culling their dairy and

swine herds by as much as 50 percent.

The ability to capture and stabilize their ammonia, so that it can be easily transported away from

regions where it is not wanted and then precision applied where and when needed, could have a profound impact on the agricultural economies

of these countries that export the majority of the dairy and pork products they produce.

Additionally, in arid climates, such as California,

airborne ammonia emissions from livestock manure contribute to air pollution as a precursor to PM2.5 formation, small inhalable particulate

matter that is a regulated air pollutant with significant public health risks.

Whether airborne or dissolved in water, ammonia can only

be cost-effectively controlled and treated at the source-- before it has a chance to escape into the environment where it becomes extremely

expensive to ‘chase’, capture and treat.

While not regulated yet, there have been ongoing discussions between the US EPA and

the California Air Resources Board (CARB) what potential ammonia regulation might encompass.

However, as above, California is moving forward

with changes to how it deals with nitrates.

however, private

drinking water wells are not regulated, and it is the owners’ responsibility to test and treat their wells.

Additionally, groundwater

flows also transport this volatile nitrogen downstream where, along its way, it intermixes with surface water, further exacerbating the

runoff problem.

Like atmospheric deposition, the current conservation practices relied on to reduce agricultural runoff are largely bypassed

by this subsurface flow.

Nitrogen and ammonia are also global concerns,

with a growing number of harmful algae blooms and recurring dead zones across the world.

In the EU, a nitrogen cap has been established

that has led to political and social unrest, especially in Ireland and the Netherlands, where farmers are faced with culling their dairy

and swine herds by as much as 50 percent.

The ability to capture and stabilize their ammonia, so that it can be easily transported away

from regions where it is not wanted and then precision applied where and when needed, could have a profound impact on the agricultural

economies of these countries that export the majority of the dairy and pork products they produce.

Additionally, in arid climates, such as

California, airborne ammonia emissions from livestock manure contribute to air pollution as a precursor to PM2.5 formation, small

inhalable particulate matter that is a regulated air pollutant with significant public health risks.

Whether airborne or dissolved

in water, ammonia can only be cost-effectively controlled and treated at the source-- before it has a chance to escape into the

environment where it becomes extremely expensive to ‘chase’, capture and treat.

While not regulated yet, there have been

ongoing discussions between the US EPA and the California Air Resources Board (CARB) about what potential ammonia regulations might

However, as above, California is moving forward with changes to how it deals with nitrates.

High phosphorus concentrations in soils fertilized

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Decoupling the nitrogen from the phosphorus would allow them to be precision-applied, independently of each other, when and where needed.

The livestock industry has recently come under heavy

fire for its impacts on climate change, which has become a rallying cry for the anti-meat campaign discussed above.

Estimates of the magnitude

of those impacts vary widely, but the general consensus is that globally, livestock account for 14.5 percent of greenhouse emissions.

The livestock industry has recently come under

heavy fire for its impacts on climate change, which has become a rallying cry for the anti-meat campaign discussed above.

the magnitude of those impacts vary widely, but the general consensus is that globally, livestock account for 14.5 percent of greenhouse

however, that number drops to 4.2 percent, due to the increased efficiencies of American beef production.

The greatest impacts

come from direct emissions of methane from enteric fermentation (belches), methane and nitrous oxide emissions from the manure, with arguably

the largest being the massive carbon footprint of the synthetic nitrogen fertilizers used to grow the grains to feed the livestock.

Chronic droughts in the west have also impacted the

long-term sustainability of some beef herds.

impacts come from direct emissions of methane from enteric fermentation (belches), methane and nitrous oxide emissions from the manure,

with arguably the largest being the massive carbon footprint of the synthetic nitrogen fertilizers used to grow the grains to feed the

Chronic droughts in the west have also impacted

the long-term sustainability of some beef herds.

Relocation of some beef cattle feeding locations may be required.

Access to clean water is

an issue of concern that is rising in the world of risks on the ranch.

Access to clean water

is an issue of concern that is rising in the world of risks on the ranch.

For decades the livestock industry has overlooked

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issues and bring the industry in line with twenty-first century consumer expectations.

Advocacy groups targeting livestock and the beef industry

have recently been joined by competitors that produce animal protein alternatives in seeking to exploit the industry’s environmental

and economic weaknesses.

Their global anti-meat messaging has had a substantial chilling effect on the relationships the beef industry

has with its institutional investors;

Advocacy groups targeting livestock and the beef

industry have recently been joined by competitors that produce animal protein alternatives in seeking to exploit the industry’s

environmental and economic weaknesses.

Their global anti-meat messaging has had a substantial chilling effect on the relationships the

beef industry has with its institutional investors;

retail distributors, such as fast-food restaurants;

and mostly, its consumers.

Led by the United

Nations Food and Agriculture Organization, a coordinated anti-meat messaging campaign has targeted consumers worldwide, primarily focused

on the industry’s impacts on climate change.

A 2018 NielsenIQ Homescan survey last year found that 39% of Americans are actively

trying to eat more plant-based foods.

Some of the recent growth in plant-based proteins results from increasing lactose intolerance and

other health concerns;

however, most of that growth is attributed to consumers’ growing concerns for the environmental impacts of

real meat and dairy.

Several large US companies that have traditionally focused on livestock production, including Cargill, ADM, Perdue

Foods, and Tyson, have also recently entered the plant protein space.

However, while meat alternatives, especially plant-based protein

producers like Beyond Meat and Impossible Foods, have been heavily promoted (by themselves and the media) and enjoyed remarkable initial

sales growth until recently, sales have flattened and/or declined over the past 18 months.

It should be noted that these plant-based protein

producers are primarily expected to be able to serve the ground/ processed meat market, which represents only about 10 percent of the

overall animal protein market.

Further, there has recently been pushback to these plant-based products, focusing on their highly processed

nature and unproven health benefits, scalability/ pricing, and their uncertain carbon footprint---and market growth rates have substantially

slowed and may have already plateaued and/or peaked.

There have also been several companies recently enter the cellular and 3D-printed

While facing myriad challenges and further out on the development timeline, some people believe cellular agriculture (aka

cultured, clean, lab-grown, cultivated) meat may have the potential to service a much larger percentage of the market than plant-based

protein, including cuts like steaks, chops and roasts, but the likely cost remains very uncertain at this point.

by the United Nations Food and Agriculture Organization, a coordinated anti-meat messaging campaign has targeted consumers worldwide,

primarily focused on the industry’s impacts on climate change.

A 2018 NielsenIQ Homescan survey last year found that 39% of Americans

are actively trying to eat more plant-based foods.

Some of the recent growth in plant-based proteins results from increasing lactose intolerance

and other health concerns;

however, most of that growth is attributed to consumers’ growing concerns for the environmental impacts

of real meat and dairy.

Several large US companies that have traditionally

focused on livestock production, including Cargill, ADM, Perdue Foods, and Tyson, have also recently entered the plant protein space.

However, while meat alternatives, especially plant-based protein producers like Beyond Meat and Impossible Foods, have been heavily promoted

(by themselves and the media) and enjoyed remarkable initial sales growth until recently, sales have flattened and/or declined over the

past 18 months.

It should be noted that these plant-based protein producers are primarily expected to be able to serve the ground/ processed

meat market, which represents only about 10 percent of the overall animal protein market.

Further, there has recently been pushback to

these plant-based products, focusing on their highly processed nature and unproven health benefits, scalability/ pricing, and their uncertain

carbon footprint---and market growth rates have substantially slowed and may have already plateaued and/or peaked.

There have also been

several companies recently enter the cellular and 3D-printed meat arena.

While facing myriad challenges and further out on the development

timeline, some people believe cellular agriculture (aka cultured, clean, lab-grown, cultivated) meat may have the potential to service

a much larger percentage of the market than plant-based protein, including cuts like steaks, chops and roasts, but the likely cost remains

very uncertain at this point.

Policy Change is Coming

Bion believes that policy change is coming;

to work with an array of stakeholders, including national representatives of the livestock industry, to support establishing new market

driven strategies to allow the private sector, including the livestock industry, to provide low-cost large-scale verifiable solutions

to our Nation’s clean water challenges.

There are many states that face similar (or worse) to Pennsylvania’s livestock waste-related

pollution issues, and they will be forced to adopt new strategies, as well.

In the face of a growing problem that will only be exacerbated

by climate change, it will be necessary to go beyond status quo solutions or risk losing the ecosystems that comprise many of our watersheds

and estuaries.

When competitively-bid markets for nutrient reductions

(and/or other forms of payment for ecosystem services that will allow us to monetize environmental benefits) become fully established,

Bion anticipates a robust opportunity to use its Gen3Tech-based platforms to retrofit both existing CAFOs and equip new large-scale livestock

facilities (“Projects”) which will generate the supplemental revenue needed to profitably afford technology implementation

from sales of verified nutrient reduction credits.

continue to work with an array of stakeholders, including national representatives of the livestock industry, to support establishing

new market driven strategies to allow the private sector, including the livestock industry, to provide low-cost large-scale verifiable

solutions to our Nation’s clean water challenges.

There are many states that face livestock waste-related pollution issues, and

they will be forced to adopt new strategies, as well.

In the face of a growing problem that will only be exacerbated by climate change,

it will be necessary to go beyond status quo solutions or risk losing the ecosystems that comprise many of our watersheds and estuaries.

When regulation or competitively-bid markets for

nutrient reductions (and/or other forms of payment for ecosystem services that will allow us to monetize environmental benefits) become

fully established, Bion anticipates a robust opportunity to use its Gen3Tech-based platforms to retrofit both existing CAFOs and equip

new large-scale livestock facilities (“Projects”) which will generate the supplemental revenue needed to profitably afford

technology implementation from sales of verified nutrient reduction credits.

Bion's Gen3Tech can provide a solution to a significant

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Treatment costs are offset by recovering a substantial portion of those nutrients for value-added commercial utilization.

In contrast, the current clean water strategy being

utilized in the U.S.

In contrast, the current clean water strategy

being utilized in the U.S.

is clearly failing, because it doesn’t adequately address waste from agriculture.

A lot of U.S.

crops are now

fertilized with raw, untreated manure.

However, approximately 80 percent of the nitrogen in that manure is not utilized by the plants

being fertilized but rather ‘escapes’ to contaminate the environment through various pathways.

Because livestock waste is

one of the largest contributors to nutrient problems in certain watersheds, livestock waste treatment can be the source of the low-cost

are now fertilized with raw, untreated manure.

However, approximately 80 percent of the nitrogen in that manure is not utilized by the

plants being fertilized but rather ‘escapes’ to contaminate the environment through various pathways.

Because livestock waste

is one of the largest contributors to nutrient problems in certain watersheds, livestock waste treatment can be the source of the low-cost

solution for such problems – if the waste is treated upstream at (or close to) the source of production.

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the implementation costs for the cleanup.

Despite trends toward concentration in segments over

the last several decades, the U.S.

Despite trends toward concentration in segments

over the last several decades, the U.S.

animal-protein industry, particularly beef, remains (in large part) a fragmented, low-margin commodity

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Subsidies and/or new revenue sources are required.

Bion believes that reallocating some part of the approximately

$110 billion in existing U.S.

taxpayer-funded clean water spending to lower-cost alternative solutions in agriculture (including

competitively-bid nutrient reduction procurement) is inevitable.

Bion believes that reallocating some part of the

approximately $110 billion in existing U.S.

taxpayer-funded clean water spending to lower-cost alternative solutions in agriculture

(including competitively-bid nutrient reduction procurement) is inevitable.

It will provide the taxpayer with accelerated and substantially lower-cost (and

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of stakeholders.

Chesapeake Bay Watershed:

Pennsylvania Initiatives

The urgency to clean up nutrient (primarily nitrogen

and phosphorus) pollution to the Chesapeake Bay was clearly demonstrated with President Obama's 2009 Executive Order concerning clean-up

of the Chesapeake Bay and the EPA’s publication and issuance during December 2010 of the Chesapeake Bay Total Maximum Daily Load

(TMDL) standard (http://www.epa.gov/reg3wapd/tmdl/ChesapeakeBay/tmdlexec.html) for nutrient pollution in Chesapeake Bay tributaries.

In May 2010, the EPA published their overall strategy for remediating the Chesapeake Bay, and they have committed to reducing nitrogen

and phosphorus flows to the Bay sufficiently to enable 60% of the Bay watershed segments to meet water quality standards by 2025.

At that time, 89 of the 92 Bay and tidal watershed segments were not in compliance with water quality standards (97% were out of compliance).

EPA documents defined the overall mission as requiring an approximately 65-million-pound annual reduction from existing nitrogen (N) loading

to the Chesapeake Bay by 2025, of which 35 million pounds was allocated to Pennsylvania.

Importantly, the 3-year compliance milestones

were established as a part of the compliance program to add both short- and long-term accountability to state actions associated with

reduced nutrient and sediment flows to the Chesapeake Bay.

According to the EPA’s Interim Evaluation of Pennsylvania’s Milestone

Progress published in June 2015, PA was 14.6 million pounds behind its 2014-2015 milestone commitments for nitrogen, a remarkably large

deficit given the previously stated 2-million-pound deficit from the 2012-2013 water year.

EPA has placed PA’s agriculture

and urban/suburban sectors under a “Backstop Actions Level”, the highest level of EPA oversight.

EPA has also stated

that if load reductions remain off track, EPA may consider seeking additional (and expensive) pollutant reductions from the wastewater

In an effort to get back on track and hold off federal

intervention, PA unveiled a purported “comprehensive strategy” to "reboot" the state's efforts to improve water

quality in January 2016.

The reboot strategy relied upon a mix of enhanced farm compliance and enforcement activities along with

the promotion of additional best management practices (BMP).

This proposed strategy has been met with skepticism about its efficacy/practicality

and resistance within the agricultural community.

While many of these reboot efforts are continuing today, the PADEP Secretary resigned

in May 2016 and PA appears to have slowed implementation efforts recently while seeking alternative approaches to reduce PA’s nitrogen

pollution to the Chesapeake Bay.

The EPA has continued to reject PA’s proposed plans related to the Chesapeake Bay clean-up mandate

as inadequate.

Recent reports indicate that PA is in need of 32 million pounds of nitrogen reductions to meet its requirements.

has been initiated against PA and the EPA by neighboring states to compel performance by PA and enforcement by the EPA.

Pennsylvania, Kreider Farms, and Nutrient Credits

Bion’s activities in Pennsylvania (“PA”)

commenced with the Kreider 1 2G Tech dairy system in the Chesapeake Bay watershed in 2008.

This retrofit installation was designed and

intended primarily to reduce nitrogen and phosphorus releases and ammonia emissions from the dairy waste streams to generate tradable

nutrient reduction credits as part of a nutrient credit trading program through the PA Department of Environmental Protection (‘PADEP’).

While this project was not a commercial success (due to PA’s failure to implement a viable long-term credit trading market), it

demonstrated that Bion’s manure treatment technology can generate low-cost verified credits and provided the basis of a 2013 PA

Legislative Budget and Finance Committee report (updated in 2018) that supports the use of manure technologies to provide low-cost alternatives

to meet Bay mandates.

The original Kreider agreements also provided for

Bion to develop a waste treatment/renewable energy production facility to treat the waste from Kreider's approximately 6+ million chickens

(planned to expand to approximately 9-10 million) (and potentially other poultry operations and/or other waste streams)('Kreider Renewable

Energy Facility' or ' Kreider 2 Project').

On May 5, 2016, the Company executed a stand-alone joint venture agreement (‘JVA’)

with Kreider Farms covering all matters related to development and operation of a system to treat the waste streams from Kreider's poultry

facilities in Bion PA2 LLC ("PA2").

Bion anticipates that it will execute an updated JVA with Kreider Farms during the current

fiscal year which will include utilization of Bion’s Gen3Tech and other matters.

The Company continues its pre-development work

related to the details of the Kreider 2 Project.

For more information regarding the history and background of the Kreider 2 Project,

please review our Forms 10-K for the years from 2008 through 2021.

The Company believes that Pennsylvania is potentially

‘ground zero’ in the long-standing clean water battle between agriculture and the further regulation of agriculture relative

to nutrient impacts.

The ability of Bion and other technology providers to achieve verified reductions from agricultural non-point sources

can resolve the current stalemate and enable implementation of constructive solutions that benefit all stakeholders, providing a mechanism

that ensures that taxpayer funds will be used to achieve the most beneficial result at the lowest cost, regardless of source.

point and non-point, rural and urban, will be able to compete for taxpayer-funded nitrogen reductions in a fair and transparent process;

and since payment from the tax and rate payers would now be performance-based, these providers will be held financially accountable.

A bipartisan 2013 Pennsylvania legislative study projected

that creating a competitive bidding program to procure verified nitrogen reductions to meet federal Chesapeake Bay mandates, regardless

of source , could reduce the state’s tax- and ratepayer-funded compliance costs by up to 80 percent (approximately $1.5B

The legislative study was updated in 2018 to reflect new policies.

The updated report projected savings of up to 90 percent.

As discussed in the original study, much of the savings were due to low-cost high-impact manure control projects (Bion’s technology

figured prominently in the report).

Senate Bill 575, which was supported by legislative leadership, national livestock interests

and other key stakeholders (and is consistent with US EPA policies), which would have established a competitive procurement program and

unlock some of these opportunities in PA was passed during June 2019 by the Pennsylvania Senate voted 33 to 17 but one effect of the

Covid-19 pandemic crisis has been that PA funding for new initiatives is largely ‘on hold’ at the present time.

Bion anticipates

that after passage of a similar bill in the future (of which there is no assurance), PA will establish a competitively-bid market for

nutrient credits within twelve months after legislative passage and being signed into law by the Governor.

In a 2017 Letter of Expectation to PA’s

Department of Environmental Protection, US EPA demonstrated its support of a procurement strategy to engage the private sector - as long

as the Credits are verified.

It is noteworthy that US EPA and national livestock industry representatives agree on this strategy.

a procurement strategy is also consistent with USDA and EPA support of ‘Private Partnerships’ and OMB’s guidance that

supports acquiring verified results vs.

financing projects with uncertain outcomes and taxpayer risks.

Not surprisingly, the primary opponents

of this strategy are the entrenched interests of the clean water status quo, although how much longer they can avoid accountability for

a failing strategy remains to be seen.

We believe that such strategies that may be developed

in Pennsylvania and the Chesapeake Bay, if implemented, are likely to serve as a model for the 40 other states now seeking solutions to

What changed 10-K

Item 1. Business