ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT'S PLANS:

Organization and nature of business:

Bion Environmental Technologies, Inc.'s ("Bion," "Company," "We," "Us," or "Our") was incorporated in

1987

in the State of Colorado. Our patented and proprietary technology provides comprehensive environmental solutions to

one

of the greatest water air and water quality problems in the U.S. today: pollution from large-scale livestock production facilities (also known as “Concentrated Animal Feeding Operations” or “CAFOs"). Application of our technology and technology platform can simultaneously remediate environmental problems and improve operational/resource efficiencies by recovering value high-value co-products from the CAFOs' waste stream that have traditionally been wasted or underutilized, including renewable energy, nutrients (including ammonia nitrogen and phosphorus) and water. From

2016

to present, the Company has focused a large portion of its activities on developing, testing and demonstrating the

3rd

generation of its technology and technology platform (

“3G

Tech”) with emphasis on increasing the efficiency of production of valuable co-products of its waste treatment including ammonia nitrogen in the form of organic ammonium bicarbonate products. The Company's initial ammonium bicarbonate liquid product completed its Organic Materials Review Institute (“OMRI”) application and review process with approval during

May 2020.

The Company anticipates making additional OMRI applications during the current calendar quarter.

The Company believes that, in addition to providing superior environmental remediation, its

Tech will create the opportunity for large scale production of sustainable and/or organic branded livestock products that will command premium pricing (in part due to ongoing monitoring and

third

-party verification of environmental performance to provide meaningful assurances to both consumers and regulators). As co-products, our

Tech will produce valuable organic fertilizer products which can be: a) utilized in the production of organic grains for use as feed in support of joint venture Projects (“JVs”) raising organic livestock, and/or b) marketed to the growing organic fertilizer market. Our

Tech patented technology was developed to be part of a comprehensive technology platform that could generate multiple present and projected future revenue streams to offset the costs of technology adoption. Bion's technology platform includes onsite monitoring and data collection as well as independent

party verified lab data confirming the environmental reduction impacts. The

third

party verified data regarding the environmental impact reductions will also be used to qualify the final consumer products (livestock protein—including meat, eggs and dairy products) for a US Department of Agriculture (“USDA”) “Environmentally Sustainable” brand.

From

2014

through the current

2021

fiscal year, the Company has focused its research and development on augmenting the basic ‘separate and aggregate' approach of its technology platform to provide additional flexibility and to increase recovery of marketable nutrient by-products (in organic and non-organic forms) and renewable energy production (either/both biogas and/or renewable electricity), thereby increasing potential related revenue streams and reducing dependence of its future projects on the monetization of nutrient reductions (which still remain an important part of project revenue streams). Bion has worked on development of its

Tech which is designed to: a) generate significantly greater value from the nutrients and renewable energy recovered from the waste stream, b) treat dry (poultry) waste streams as well as wet waste streams (dairy/beef cattle/swine) while c) maintaining or improving environmental performance. This research and development effort also involves ongoing review of potential “add-ons” and applications to our technology platform for use in different regulatory and/or climate environments. These research and development activities have targeted completion of development of the next generation of Bion's technology and technology platform. We believe such activities will continue at least through the

2021

fiscal year (and likely longer), subject to availability of adequate financing for the Company's operations, of which there is

assurance. Such activities

may

include design and construction of an initial, commercial-scale module utilizing our

Tech to assist in optimization efforts before construction of the full Kreider

project (see below), Midwest beef JV Projects and/or other Projects.

The

$200

billion U.S. livestock industry is under intense scrutiny for its environmental and public health impacts – its ‘environmental sustainability'-- at the same time it is struggling with declining revenues and margins (derived in part from clinging to its historic practices and resulting impacts). Its failure to respond to consumer concerns ranging from food safety to its ‘socialized' environmental impacts have provided impetus for plant-based alternatives such as Beyond Meat and Impossible Burger providing “sustainable” alternatives to this growing consumer segment of the market. The plant-based threat to the livestock industry market (primarily beef and pork) has succeeded in focusing the large-scale livestock production facilities (also known as “Concentrated Animal Feeding Operations” or “CAFOs") on how to meet the plant-based market challenge by addressing the consumer sustainability issues. The adoption of livestock waste treatment technology by industry segments is largely dependent upon adoption generating sufficient revenues to offset the capital and operating costs associated with technology adoption.

We believe that Bion's

Tech platform, coupled with common-sense policy changes to U.S. clean water strategy that are already underway, will combine to provide a pathway to true economic and environmental sustainability with ‘win-win' benefits for at least a premium sector of the livestock industry, the environment, and the consumer.

Bion's business model and technology can open up the opportunity for JVs (in various contractual forms) between the Company and large livestock/food/fertilizer industry participants, based upon the supplemental cash flow generated by implementation our

Tech business model (described and discussed below) which will support the costs of technology implementation (including related debt). We anticipate this will result in long term value for Bion. Long term, Bion anticipates that the sustainable branding opportunity

may

expand to represent the single largest contributor to the economic opportunity provided by Bion.

During

2018

the Company had its

first

patent issued on its

Tech and has continued its work to expand its patent coverage for our

Tech. During

October 2020

the Company

third

patent issued, which patent significantly expands the breadth and depth of the Company's

Tech coverage. The

Tech platform has been designed to maximize the value of co-products produced during the waste treatment/recovery processes, including pipeline-quality renewable natural gas and organic commercial fertilizer products. All processes will be verifiable by

third

-parties (including regulatory authorities, certifying boards and consumers) to comply with environmental regulations and reduction purchase/trading programs and meet the requirements for: a) renewable energy credits, b) organic certification of the fertilizer coproducts and c) the USDA PVP ‘Environmentally Sustainable' branding program. Bion anticipates moving forward with the development process of its initial commercial installations of its

technology during the

2021

(current) and

2022

calendar years.

In parallel, Bion has worked (which work continues) to advance public policy initiatives that will potentially create markets (in Pennsylvania and other states) that will utilize taxpayer funding for the purchase of verified pollution reductions from agriculture (“credits”) by the state (or others) through a competitively-bid procurement programs. Such credits can then be used as a ‘qualified offset' by an individual state (or municipality) to meet its federal clean water mandates at significantly lower cost to the taxpayer. Competitive procurement of verified credits is now supported by US EPA, the Chesapeake Bay Commission, national livestock interests, and other key stakeholders. Legislation in Pennsylvania to establish the

first

such state competitive procurement program passed the Pennsylvania Senate by a bi-partisan majority during

March 2019.

However, the Covid-

pandemic and related financial/budgetary crises have subsequently slowed progress for this and other policy initiatives and, as a result, it is

not

currently possible to project the timeline for this and other similar initiatives.

The livestock 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 - policies are already changing. Bion's

technology was developed for implementation on large scale livestock production facilities, where scale drives lower treatment costs and efficient production of co-products. 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 source from which most of the industry's environmental impacts are initiated. Bion intends to assist the forward-looking segment of the livestock industry in actually bringing animal protein production in line with Twenty-

first

Century consumer demands for sustainability.

The

Tech platform is the basis for the Company's JV business model with

four

distinct revenue streams:

) pipeline quality renewable natural gas and related carbon credits,

) premium organic fertilizer products,

) nutrient credits, and

) premium pricing from USDA-certified ‘Environmentally Sustainable' branding at the retail level. Carbon and nutrient credit revenues will be generated by

third

-party verification of the waste treatment processes that produce renewable energy and fertilizer products - with relatively limited incremental cost to Bion. The same verified data will provide the backbone for the USDA-certified sustainable brand, again with limited incremental cost.

)

Renewable energy and related carbon credits:

Bion's

Tech platform utilizes customized anaerobic digestion (“AD”) to recover methane from the waste stream. At sufficient scale, methane produced from AD can be cost-effectively conditioned, compressed and injected into a pipeline. The US Renewable Fuel Standard (“RFS”) program and state programs in California and elsewhere provide ongoing renewable energy credits for the production and use of renewable transportation fuels.

)

Organic Fertilizer products:

The

Tech platform has been designed to produce multiple fertilizer products including: i) ammonia bicarbonate liquid, ii) ammonium bicarbonate in solid crystal form and iii) a soil amendment products that will contain the remaining nitrogen, phosphorus and other micronutrients captured from the livestock waste stream. Bion believes each product will qualify for organic certification and intends to file multiple applications for varying concentrations of crystal product going forward.

Ammonium bicarbonate manufactured using chemical processes has a long history of use as a fertilizer. Bion's intends to develop ammonium bicarbonate crystal products which will contain

percent nitrogen in a crystalline form that will be easily transported, water soluble and provide readily-available nitrogen. The products 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 that can be precision-applied to crops using existing equipment. Bion believes that this product will potentially have broad applications in the production of organic grains for livestock feed, row crops, horticulture, greenhouse and hydroponic production, and potentially retail lawn and garden products.

The Company's initial low concentration ammonium bicarbonate liquid product completed its OMRI application and review process with approval during

May 2020.

The Company believes that organic approvals for its products: a) will provide access to substantially higher value markets compared to synthetic nitrogen products, and/or b) allow its products to be utilized in growing of organic feed grains to be consumed by livestock raised in JVs which will thereafter receive organic approvals. Based on preliminary market surveys to date: a) we believe that existing competing organic fertilizer products in both liquid and granular form are being sold presently at price points significantly greater than Bion's projected cost and projected pricing, and b) that livestock products (beef and pork) raised with feed grains grown using Bion organic ammonium carbonate fertilizer products (during the ‘finishing' stage) will qualify for organic approvals. It is anticipated that the Company will seek approvals for such products during the balance of the

2021

fiscal year and will commence JVs that undertake initial production and marketing of such products during the

2021

calendar year.

)

Nutrient credits:

Bion had believed that passage in Pennsylvania of legislation earlier this year that would establish a competitively-bid market for nutrient reduction Credits in Pennsylvania but the Covid-

pandemic intervened. The bill will most likely need to be re-introduced in the Senate

2021—2022

session commencing in

January 2021.

Bion anticipates that passage of

SB575

(or re-introduced bill) in Pennsylvania will establish a competitively-bid market for nutrient reduction credits in Pennsylvania within

twelve

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

Note, however, that the current Covid-

pandemic and resultant economic crises and budgetary constraints have delayed policy initiatives related to these matters at both the state and federal levels. As a result, it is

not

currently possible to reasonably project a timetable for adoption of the policy changes discussed herein.

Bion's Kreider Farms poultry project (“Kreider

2”

) is projected to generate between

1.5

lbs. of Chesapeake Bay (“CB” or “Bay”) verified nitrogen reduction Credits (the range depends on the specific calculation methodology agreed to between the EPA and the Pennsylvania DEP). Bion anticipates the market value for these verified credits will be in the range of

$12

per pound annually. The focus of the latest PA regulatory watershed improvement plan (“WIP”) has shifted the reduction mandates to individual counties. Lancaster County, PA is being asked to reduce

21%

of the mandate (approximately

11M

lbs. of nitrogen) to the Bay. As a result, the Kreider

project in Lancaster County

may

expand to include a regional processing opportunity in addition to the Kreider

base project. Bion believes that initial funding of such competitive bidding program will allow Bion and others to demonstrate the technological effectiveness and cost savings of manure control technologies, which should result in the re-allocation of a portion of the existing approximately

$110B

in taxpayer clean water funding to be re-directed to nutrient procurement programs nationwide.

)

Sustainable Branding:

Consumers have demonstrated a willingness to pay a premium for their safe and sustainable food choices. Beginning in

2015,

Bion has worked with the USDA's Process Verified Program (“PVP”) – the gold standard in food verification and branding – to establish a USDA-certified sustainable brand. Bion received conditional approval from the PVP related to its Kreider

project (utilizing

Tech). It is our intention to amend and resubmit its application for the

Tech platform when the initial

Tech Project is operational and seek an approval for certification based on

third

-party-verified reductions in nutrient impacts, greenhouse gases and pathogens in the waste stream based on our

Tech. PVP certification incorporated as part of a recognizable brand will provide consumers with products and brands that can be trusted. Bion projects that such a brand and livestock product line will command a pricing premium for Bion livestock JVs and their customers.

Food safety and sustainability are issues of growing importance in the U.S. and worldwide. Bion's branding initiative reflects trends already underway in the livestock industry. Over the last few years, most large meat and dairy product retailers have announced ‘sustainability' initiatives, although the definition of sustainability is unclear. Bion believes that as these initiatives move forward, true sustainability on the production side will look a lot like what Bion can provide today with its

Tech. We believe our

Tech platform can deliver verifiable metrics that demonstrate meaningful improvements in sustainability for livestock production including: a) reduced carbon and nutrient footprint; b) lower negative impacts to water, soil and air; c) increased pathogen destruction and other environmental and public health impacts that are unmatched in the industry today.

The Covid-

pandemic has further heightened consumer awareness and concerns related to: a) environmental sustainability, b) food safety, c) sourcing and traceability and d) humane treatment of both animals and workers. The more the livestock industry's supply chain practices are transparent and known by consumers, the more consumers are seeking alternatives.

Bion's ‘Environmental/Sustainable' branding program is designed to address a wide array of consumer concerns ranging from: a) ‘where does your food come from?', b) animal heritage information; c) anti-biotic use standards; d) humane animal treatment; d) its labor/human conditions (including hours, wages and working condition standards). It will include block chain traceability thereby enabling any quality issues to be quickly identified by lot and location thereby minimizing risk to its consumers.

In essence, Bion's comprehensive technology platform will enable its livestock producer adopters to

not

only be the provider of the ‘product the consumer wants' but also the company that ‘shares the consumer's values'.

Kreider Dairy Project

During

2008

the Company commenced actively pursuing the opportunity presented by environmental retrofit and remediation of the waste streams of existing CAFOs which effort has met with very limited success to date. The Company's

first

commercial activity in the retrofit segment was represented by our agreement with Kreider Farms (“KF”), pursuant to which the Kreider

system (based on an early version of our

generation technology (

“2G

Tech”)) to treat KF's dairy waste streams to reduce nutrient releases to the environment while generating marketable nutrient credits was designed, constructed and entered full-scale operation during

2011.

January 26, 2009

the Board of the Pennsylvania Infrastructure Investment Authority (“Pennvest”) approved a

$7.75

million loan to Bion PA

LLC (

“PA1”

), a wholly-owned subsidiary of the Company, for the initial Kreider Farms project (“Kreider

System”).

PA1

has had sporadic discussions/negotiations with Pennvest related to forbearance and/or re-structuring its obligations pursuant to the Pennvest Loan for more than

five

years. In the context of such discussions/negotiations,

PA1

elected

not

to make interest payments to Pennvest on the Pennvest Loan since

January 2013.

Additionally,

PA1

has

not

made any principal payments, which were to begin in fiscal

2013,

and, therefore, the Company has classified the Pennvest Loan as a current liability as of

December 31, 2020.

Due to the failure of the Pennsylvania nutrient reduction credit market to develop, the Company determined (on

three

separate occasions) that the carrying amount of the property and equipment related to the Kreider

System exceeded its estimated future undiscounted cash flows based on certain assumptions regarding timing, level and probability of revenues from sales of nutrient reduction credits. Therefore,

PA1

and the Company recorded impairments related to the value of the Kreider

assets totaling

$3,750,000

through

June 30, 2015.

During the

2016

fiscal year,

PA1

and the Company recorded an additional impairment of

$1,684,562

to the value of the Kreider

assets which reduced the value on the Company's books to zero. This impairment reflects management's judgment that the salvage value of the Kreider

assets roughly equals

PA1's

contractual obligations related to the Kreider

System, including expenses related to decommissioning of the Kreider

System, costs associated with needed capital upgrade expenses, and re-certification/ permitting amendments.

September 25, 2014,

Pennvest exercised its right to declare the Pennvest Loan in default and accelerated the Pennvest Loan and demanded that

PA1

pay

$8,137,117

(principal, interest plus late charges) on or before

October 24, 2014.

PA1

did

not

make the payment and does

not

have the resources to make the payments demanded by Pennvest.

PA1

commenced discussions and negotiations with Pennvest concerning this matter but Pennvest rejected

PA1's

proposal made during the fall of

2014.

formal proposals are presently under consideration and only sporadic communication has taken place regarding the matters involved over the last

years. It is

not

possible at this date to predict the outcome of such this matter, but the Company believes that a loan modification agreement (coupled with an agreement regarding an update and re-start of full operations of the Kreider

System)

may

be reached in the future in the context of the development of the Kreider

poultry Project if/when a more robust market for nutrient reductions develops in Pennsylvania, of which there is

assurance.

The Kreider

System has been inactive for several years with some equipment maintenance work being undertaken.

PA1

and Bion will continue to evaluate various options with regard to Kreider

over the next

six

months.

During

August 2012,

the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider

System met the ‘technology guaranty' standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan has been (and is now) solely an obligation of

PA1

since that date.

Kreider Farms (Poultry) –

Tech Project

Bion is completing an envelope of policy change and technology pilots that will allow it to move forward with a commercial large scale

Tech project at Kreider Farms. Having recently received

two

Tech patents and a Notice of Allowance for the

third

Tech patent (filings and approvals of related additional patent applications/continuations remaining pending), Bion is undertaking

two

key tasks that will ‘complete the envelope' and allow Bion to launch active development of the Kreider

poultry project and/or other Projects) during the

2021

fiscal year (and thereafter):

Support for adoption of PA SB

575

(or a successor bill): This will create a competitively-bid market for nutrient reductions/Credits that we believe will provide support for project financing for Kreider

prior to development of markets for the co-products from Kreider

are established.

Installation of a

Tech ammonia recovery system to produce ammonium bicarbonate to be used to make application to OMRI for organic certification (and possibly for grower trials).

The

Tech Kreider

Project is planned for

two

(or more) locations. It is intended to treat the waste from Kreider's

1,800

dairy cows and approximately

six million

egg layer chickens (with capacity for an additional

three million

layers). The Kreider

Project will be designed with modules with and initial capacity of

450

tons (or more) per day of waste and will remove nitrogen and phosphorus from the waste stream that will be converted into high-value coproducts instead of polluting local and downstream waters. The Kreider

Project is planned to be built in

three

phases and

may

be expanded to include a ‘central processing facility' with modules that will accept transported waste from the region on fee basis.

Bion has a long-standing relationship with Kreider Farms including a

2016

joint venture agreement related to this facility. Kreider has already made a significant investment in upgrading its poultry facilities to maximize the treatment and recovery efficiencies that can be achieved with Bion's technology. We are cautiously optimistic that once PA

SB575

(or a successor bill)) is passed, a market will be put in place for long-term commercial sale of the nutrient reduction credits produced at Kreider

Bion anticipates that it

may

require up to

months after such a bill becomes law to develop the rules/regulations related to the competitive bidding program. If the competitive bidding program is implemented, we intend to arrange project financing for the Kreider

Project during

2021.

Sustainable/ Organic Grain-Finished Beef JV Opportunity

Bion believes there is a potentially large opportunity for JVs to produce

sustainable/organic grain-finished beef and is actively involved in early pre-development work and discussions regarding pursuit of this opportunity.

Beef production is the most challenged sector of the livestock industry, due to its size and inability, as currently structured, to respond to growing consumer concerns related to sustainability and food safety. The industry is structured to produce multiple levels of a commodity products (without any significant pricing premiums) graded based upon taste and tenderness. Today, however, consumer demand is shifting to products that are more sustainable, regarding carbon footprint, impacts to air and water and other metrics. The Company doesn't think the consumer wants to ‘blow up' the beef industry which is responsible for the best and safest beef available in the world today (as well as the livelihoods of almost

800,000

farming, ranching and other families supported by the beef industry in the U.S). Rather, consumers want it to be more sustainable---and still taste good. Bion believes that strong demand exists for a verified sustainable beef product, with the taste and texture of traditional corn-fed beef which addresses the consumers' concerns. Bion's technology platform is designed to enable livestock producers to produce an environmentally sustainable beef product.

We are moving forward with preliminary pre-development work on a JV to build a state-of-the-art beef cattle operation in the Midwest U.S. The project would produce corn-fed USDA-certified organic- and/or sustainable-branded beef. Organic beef would be finished on organic corn (vs grass fed), produced using the ammonium bicarbonate fertilizer captured from the cattle's waste. We believe Bion's unique ability to produce fertilizer for growing of a supply of low-cost organic corn, and the resulting opportunity to produce organic beef, will dramatically differentiate us from potential competitors. This organic opportunity is dependent on successfully establishing Bion's fertilizer products as acceptable for use in organic grain production.

In addition, as described above, we intend to develop JVs which use Bion's organic ammonium bicarbonate fertilizers to support organic grain production. This grain can be fed (in the finishing stage) to livestock and raise organic beef (and beef products) that will meet consumer demand with respect to sustainability and safety and provide the tenderness and taste American consumers have come to expect from premium American beef. Such a product is largely unavailable in the market today.

Bion's current long-term goal is to acquire or develop, or have in a development pipeline,

Projects over the next

months.

A significant portion of Bion's activities concern efforts with private and public stakeholders (at local and state level) in Pennsylvania (and other Chesapeake Bay and Midwest and Great Lakes states) and at the federal level EPA and the Department of Agriculture (“USDA”) (and other executive departments) and Congress) to establish appropriate public policies which will create regulations and funding mechanisms that foster installation of the low cost environmental solutions that Bion (and others) can provide through clean-up of agricultural waste streams. The Company anticipates that such efforts will continue in Pennsylvania and other Chesapeake Bay watershed states throughout the next

months and in various additional states thereafter.

Going concern and management's plans:

The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has

not

generated significant revenues and has incurred net losses (including significant non-cash expenses) of approximately

$4,553,000

and

$2,659,000

during the years ended

June 30, 2020

and

2019,

respectively, and a net loss of approximately

$1,249,000

during the

six

months ended

December 31, 2020.

December 31, 2020,

the Company has a working capital deficit and a stockholders' deficit of approximately

$11,028,000

and

$15,778,000,

respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do

not

include any adjustments relating to the recoverability or classification of assets or the amounts and classification of liabilities that

may

result should the Company be unable to continue as a going concern. The following paragraphs describe management's plans with regard to these conditions.

The Company continues to explore sources of additional financing (including potential agreements with strategic partners – both financial and ag-industry) to satisfy its current and future operating and capital expenditure requirements as it is

not

currently generating any significant revenues.

During the years ended

June 30, 2020

and

2019,

the Company received total proceeds of approximately

$1,584,000

and

$897,000,

respectively, from the sale of its debt and equity securities. Proceeds during the

2020

and

2019

fiscal years have been lower than in earlier years which reduction has negatively impacted the Company's business development efforts.

During the

six

months ended

December 31, 2020,

the Company received total proceeds of approximately

$360,000

from the sale of its equity securities and paid approximately

$31,000

in commissions.

During fiscal years

2020

and

2019

and the

six

months ended

December 31, 2020,

the Company continued to experience difficulty in raising equity funding. As a result, the Company faced, and continues to face, significant cash flow management challenges due to working capital constraints. To partially mitigate these working capital constraints, the Company's core senior management and several key employees and consultants have been deferring (and continue to defer) all or part of their cash compensation and/or are accepting compensation in the form of securities of the Company (Notes

and

) and members of the Company's senior management have made loans to the Company from time to time. During the year ended

June 30, 2018,

senior management and certain core employees and consultants agreed to a

one

-time extinguishment of liabilities owed by the Company which in aggregate totaled

$2,404,000.

Additionally, the Company made reductions in its personnel during the years ended

June 30, 2014

and

2015

and again during the year ended

June 30, 2018.

The constraint on available resources has had, and continues to have, negative effects on the pace and scope of the Company's efforts to develop its business. The Company has had to delay payment of trade obligations and has had to economize in many ways that have potentially negative consequences. If the Company does

not

have greater success in its efforts to raise needed funds during the remainder of the current fiscal year (and subsequent periods), management will need to consider deeper cuts (including additional personnel cuts) and curtailment of ongoing activities including research and development activities.

The Company will need to obtain additional capital to fund its operations and technology development, to satisfy existing creditors, to develop Projects (including Integrated Projects and the Kreider

facility) and CAFO Retrofit waste remediation systems. The Company anticipates that it will seek to raise from

$2,500,000

$50,000,000

or more debt and/or equity through joint ventures, strategic partnerships and/or sale of its equity securities (common, preferred and/or hybrid) and/or debt (including convertible) securities, and/or through use of ‘rights' and/or warrants (new and/or existing) during the next

twelve

months. However, as discussed above, there is

assurance, especially in light of the difficulties the Company has experienced in recent periods and the extremely unsettled capital markets that presently exist (especially for companies like us), that the Company will be able to obtain the funds that it needs to stay in business, complete its technology development or to successfully develop its business and Projects.

There is

realistic likelihood that funds required during the next

twelve

months (or in the periods immediately thereafter) for the Company's basic operations and/or proposed Projects will be generated from operations. Therefore, the Company will need to raise sufficient funds from external sources such as debt or equity financings or other potential sources. The lack of sufficient additional capital resulting from the inability to generate cash flow from operations and/or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Further, there can be

assurance that any such required funds, if available, will be available on attractive terms or that they will

not

have a significantly dilutive effect on the Company's existing shareholders. All of these factors have been exacerbated by the extremely limited and unsettled credit and capital markets presently existing for small companies like Bion.

Covid-

pandemic related matters:

The Company faces risks and uncertainties and factors beyond our control that are magnified during the current Covid-

pandemic and the unique economic, financial, governmental and health-related conditions in which the Company, the country and the entire world now reside. To date the Company has experienced direct impacts in various areas including but without limitation: i) government ordered shutdowns which have slowed the Company's research and development projects and other initiatives, ii) shifted focus of state and federal governments which is likely to negatively impact the Company's legislative initiatives in Pennsylvania and Washington D. C., iii) strains and uncertainties in both the equity and debt markets which have made discussion and planning of funding of the Company and its initiatives and projects with investment bankers, banks and potential strategic partners more tenuous, iv) strains and uncertainties in the agricultural sector and markets have made discussion and planning more difficult as future industry conditions are now more difficult to assess and predict, v) due to the age and health of our core management team, all of whom are age

or older and have had

one

or more existing health issues, the Covid-

pandemic places the Company at greater risk than was previously the case (to a higher degree than would be the case if the Company had a larger, deeper and/or younger core management team), and vi) there almost certainly will be other unanticipated consequences for the Company as a result of the current pandemic emergency and its aftermath.