Building an Unlimited FutureDeep Space Industries 2016 Prospectus

Caution concerning forward looking statements: The information

in this presentation, and any accompanying documentation,

contains “forward-looking statements” within the meaning of

the Private Securities Litigation Reform Act of 1995. The

Company’s forward-looking statements are based on

management’s current expectations and assumptions regarding

the Company’s business and performance, the economy and

other future conditions and forecasts of future events,

circumstances and results. As with any projection or forecast,

forward-looking statements are inherently susceptible to

uncertainty and changes in circumstances. The Company’s actual

results may vary materially from those expressed or implied in

its forward-looking statements. Please see the Company’s

website for more information on forward looking statements and

the related SEC regulations:

http://DeepSpaceIndustries.com/Investors.

Deep Space Industries’ first space resource exploration spacecraft, Prospector-1, is scheduled to launch in 2019. This artist’s rendering

shows the spacecraft after touchdown on a near-Earth asteroid. This first commercial interplanetary mission will utilize the highest quality,

off-the-shelf micro-satellite components in conjunction with DSI’s mission-enabling. patented technologies. Prospector-1 will be tasked

with taking geophysical measurements which will inform the development of mining equipment for subsequent missions.

Contents

A Letter from the Chairman.............................1

The Market ......................................................2

Mission Timeline .............................................4

The Technology................................................5

The Business ....................................................7

DSI Leadership .................................................8

DEEP SPACE INDUSTRIES

1

Technology to Fuel the FutureA Letter from the Chairman

Deep Space Industries believes the future can and will be unlimited. Along with many of the world’s

billionaires, aerospace companies and space agencies, we are moving outward into the solar

system. While they are going for their own reasons, we are going to supply them with what they

will need to succeed.

That is why, although our vision is grand, Deep Space Industries is fundamentally a technology and

resources company, focused on supplying the basic products and services that our customers will

need to survive and thrive on the frontier. We are developing what is already in demand in today’s

$330B+ space economy, even as we develop the tools and capabilities we will employ to support

those in both the public and private sectors who will open the solar system in the coming decades.

Even before these other systems and projects are completely online, today’s space industry is experiencing rapid growth as the

commercialization of space speeds up. As new and lower-cost transportation systems come online, this growth will increase. Yet

no matter how low the cost of getting into space becomes, if industry and government must depend on Earth-derived provisions,

the space economy will always be constrained by a limited supply of materials. Deep Space Industries will remove this constraint

by developing technologies to utilize local resources. By enabling us to live off the land in space, we will ignite a dramatic acceleration

in the ability of the private and public sectors to access, explore and develop the high frontier.

That is why Deep Space Industries was created. We were founded by a group of space industry experts and successful

entrepreneurs with backgrounds in mining, spacecraft engineering, space exploration, and space policy. Together, we have

developed DSI to capitalize on the growth of the space industry by creating technologies that decrease costs and increase

performance for current customers, while also developing the next generation of technologies that will enable new mission

types and take full advantage of the local resources of space to enhance and improve the space businesses of the near future.

While there are many valuable materials we will eventually extract from asteroids, to be pragmatic, our go-to-market strategy is

focused on what many in our field call the real “gold” of space – water. You can drink it and also extract oxygen from it to breathe.

More, water and its derivatives (hydrogen and oxygen) fuel spacecraft propulsion and support the habitation of humans in many

other ways. Water is non-toxic, easy to transport, easy to work with, and in very high demand by our customers in space.

Deep Space Industries is developing technologies that will locate, collect, and deliver water-derived products and services to the

growing number of businesses that operate in space, while also innovating the technologies to use those products and finding new

markets for their application. For example, the company’s market-optimized small-satellite water thruster is already producing

significant revenue, and several more mission-enabling spacecraft components will be commercialized this year as part of DSI’s

growing patent portfolio of space technologies.

The following pages discuss the details of this important market, the technology we’re creating for the market, and the business

we are developing to capitalize on and catalyze the next phase of human economic expansion and civilization. For us Deep Space

is not just a place, it is a passion.

Join us!

Sincerely,

Rick Tumlinson

Chairman of the Board and Co-Founder

Deep Space Industries

2016 PROSPECTUS

2

The Space EconomyBy the numbers

Space is currently a $330-billion industry, and the segment

in which DSI operates, commercial infrastructure, had a

compound annual growth rate of 10% between 2010 and

2014.1 Demand for services from space continue to rise, and

consequently, a record number of space startups have been

founded in recent years, contributing to rapid innovation

and growth throughout the industry.

Space Entrepreneurship

$13.3 billion in venture capital has been invested in over 80

space startup companies since 2000, creating a vibrant

“NewSpace” economy, with nine exits totaling over $2.2

billion, and a number of “unicorns” worth in excess of $1

billion. This generation’s most successful entrepreneurs are

investing heavily in space, including the 21 billionaires who

are currently affiliated with NewSpace companies.2

Commercial Infrastructure Segment

Commercial infrastructure includes the equipment needed

to provide space products and services, such as ground

stations, satellite manufacturing, launch services, human

spaceflight, insurance, and research and development. The

market continues to grow as revenue rose 17.7% in 2014

from $108.48 billion in 2013 to $127.65 billion.1 As demand

for space products and services (including satellite radio and

television, Earth observation, global positioning, and more)

grows rapidly, so does the demand for the manufacturing,

supply, delivery, and maintenance of the infrastructure that

supports those services.

Future Trends

Analysts predict continued growth of the industry due to

the trend toward miniaturization of space systems, and a

slow decline in launch prices due to new entrants like

SpaceX and Blue Origin. However, launch prices are

unlikely to drop below $1M/ton in the coming decade.

Lifting Earth-sourced materials into orbit will always be

expensive, dangerous, and inherently limited by the size

of the rocket. As the industry continues to grow, these

constraints will become more limiting.

The Industry at a Glance

The Current Space Industry1

Consistent Growth1

Growing Market: Space Startups2

1 The Space Report, 2011 – 2015, The Space Foundation 2 Start-Up Space: Rising Investment in Commercial Space Ventures, 2016, The Tauri Group

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DEEP SPACE INDUSTRIES

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Catalyzing Market GrowthThrough innovation in resource supply

The Problem: A Constrained Supply Chain

Currently about half the mass lifted to orbit is fuel. Especially when traveling to destinations

beyond low Earth orbit (LEO), such as geosynchronous Earth orbit (GEO) where most

communications and defense satellites operate. The fuel required to lift a satellite into its

appropriate orbit can be up to 400% of the mass of the satellite itself. Launch costs are

currently $5M per ton, and up to 16 tons of fuel is needed to get a 4-ton satellite from LEO

to GEO, costing $80M to transport an asset between locations in space.

The fuel being used is quite inexpensive. In most cases, it is simply liquid hydrogen and liquid

oxygen, both of which are easily derived from water. On Earth, water can cost less than 50

cents per ton, and refined liquid oxygen and liquid hydrogen range in price from $20 per ton

to $2,000 per ton, depending on quantity and delivery location. So why is this same fuel so

expensive in space? Because it costs $5M per ton to get that water out of Earth’s gravity well

and into space.

The Solution: Technology to Use Local Resources

There is plenty of water already in space, in the minerals and ices found on asteroids. If

water from space could be used by businesses in space, operational costs, such as moving,

refueling, and resupplying assets, could be cut by 50% or more. To this end, DSI has

received a letter of intent from the United Launch Alliance (ULA), stating their interest in

DSI providing up to 100 tons of liquid hydrogen and liquid oxygen, derived from water

found on asteroids, for a price of up to $3M per ton, delivered to ULA in Earth orbit as

early as 2023. Many other customers are working closely with DSI to develop similar

agreements, providing a proven demand for DSI’s space-sourced products.

Additionally, other asteroid-sourced materials such as hydrocarbons, plastics, and metals

could be used in 3D printers to manufacture space hardware, drastically reducing the

significant capital expenses related to building and launching large space assets. Such a drastic

cut in operational and capital expenses would allow for a rapid increase in economic

development in space, providing even more users for in-space resources.

Asteroid ResourcesAsteroids include the same materials as planets, providing an abundant supply of exactly

what DSI’s customers need in space. The first asteroids being targeted by Deep Space

Industries contain high abundances of easily accessible water, as well as other important

elements and ferrous metals.

Near Earth AsteroidsThe initial targets for mining are those that pass through Earth’s neighborhood. Many water-

rich near Earth asteroids are easy to access as they travel around the Sun in very similar orbits

to Earth. Additionally, these small bodies have very little mass, and therefore very little

gravity, making it easy to extract resources.

Asteroid MiningAsteroid mining begins with prospecting for the best resources. Then resources are harvested

and processed into refined, usable supplies such as water for propulsion or oxygen for

humans to breathe on space stations.

60% of spacecraft use

water-derived fuel such

as liquid hydrogen or

liquid oxygen.

DSI customers could see

up to 50% reduction in

costs from using locally

sourced fuel.

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2016 PROSPECTUS

Technology for TomorrowInnovating the frontier

Rapid Increase in Microsat Launches3

3 Spaceworks Nano and Microsatellite Market Report, 2016, SpaceWorks

Comet-1: Market Optimized Propulsion

Successful spacecraft such as NASA’s DAWN, JAXA’s Hayabusa 1 & 2, and ESA’s Rosetta have all visited resource-rich asteroids.

These missions have proven the concept and many of the technical capabilities required for asteroid mining. However, these

programs were executed under large government cost structures and long timetables. DSI’s technology innovations are

changing the way these types of missions are performed. The company’s pioneering spacecraft components greatly reduce

the size, cost, and development times of sophisticated space missions, making asteroid mining economically feasible for the

first time in history. DSI is building on the existing micro- and nano-satellite industry infrastructure by developing specific

technologies that drastically increase the functionality of off-the-shelf satellite structures. DSI’s spacecraft components

transform existing micro-satellite platforms into lean, agile, and robust robots, ready for advanced space missions.

While these technologies are required for DSI’s deep space missions, they also enhance and enable missions in low Earth

orbit for businesses that provide Earth observation data, telecommunications, and other space-based services. As micro-

satellites (less than 50 kg) increase in popularity, there is significant market potential for DSI’s enabling technologies that can

drastically increase the utility of these affordable systems. The company’s first commercial technology product, Comet-1™,

was designed to provide maximum utility for these micro-satellites, filling a significant market gap in propulsion options. This

is also an important first step in DSI’s long-term market-capture strategy as propulsion systems sold today can be refueled by

space resources tomorrow.

DEEP SPACE INDUSTRIES

Technology for TodaySmall spacecraft subsystems that enable new missions

Deep Space Industries’ technology products transform existing micro- and nano-satellite platforms into robust business

assets that can perform a wider range of valuable functions. Because these cornerstone technologies serve as the key

enabler of new mission types, DSI is perfectly positioned to be a “mission prime,” and act as the lead contractor for the

manufacturing of sophisticated constellations of spacecraft. There are currently no leading prime contractors in the small

satellite market. A few will emerge in the next 5 years and DSI intends to dominate this market through continuously evolving

technology that will place the company at the cutting edge of performance, and therefore position it to consistently win

the most lucrative business opportunities.

Through its partner network, DSI is able to outsource the manufacturing of the standardized spacecraft platforms, and then

integrate the unique DSI technologies that greatly enhance the utility of those platforms. Being able to provide customers with

the highest quality, high-performance, customized solution allows the company to extract maximum value from sales contracts.

The company expects to close $10 million in sales in 2016, with $6 million in mission prime contracts already closed by July.

PropulsionThe Comet-1 electrothermal thruster uses one of the most abundant resources in the solar

system, water, as propellant. It is intrinsically inert, launch safe, and cost effective. This low-

power, low-profile, high-total-impulse micropropulsion system is CubeSat-compatible but

incorporates a highly-flexible interface suitable for a wide range of spacecraft sizes.

Deep Space AvionicsModular, scalable, and intrinsically radiation-tolerant avionics combine the best of

commercial technologies with rigorous screening and innovative design approaches to enable

cost-effective, yet radiation-robust subsystems for deep space. This inherent robustness also

drastically increases the lifespan of satellites in Earth’s orbit.

Optical NavigationA two-camera optical navigation system enables proximity operations at asteroids or at close

range to other targets, such as other spacecraft in a constellation. This vision system is being

developed jointly by Deep Space Industries and the University of Luxembourg.

2016 PROSPECTUS

7

Built for GrowthStructured for Success

– PROPRIETARY –

A synergistic approach.

DSI is innovating two equally mission-critical and

complementary space businesses: mining and technology.

The mining division is focused on developing the most

efficient and effective means of locating, harvesting, and

returning materials to supply customers in Earth’s orbit. The

technology division is tasked with creating the technologies

to enable this resource recovery, as well as enabling

customers to use those resources.

The two lines of business add value to each other as the

company develops both ends of the supply chain. The

integration of theses two businesses allows DSI to provide a

cohesive set of solutions for a wide range of customers.

Easy to Invest. Easy to Exit.

Deep Space Industries is a venture-backed Delaware C-Corp

with a sophisticated lead investor, and has completed

significant due diligence. The company’s lead investor,

Metatron Global, is represented on the board and is active

in management and strategic planning, providing enhanced

value for shareholders.

DSI provides numerous near-term exit opportunities, even

prior to the first revenues from space resource utilization.

The technology division will be an excellent M&A target for

large space operators within 5 years. An IPO opportunity

on a junior exchange familiar with mining companies, such

as the Toronto stock exchange, could offer an exit

opportunity within 7 years, to align with the cyclical nature

of the mining industry.

Market

The greatest market risks center around the infrastructure

needed to make use of space resources. This is why DSI is

actively developing the technologies, such as water

thrusters, that will utilize the resources the company

delivers. DSI is also working with partners and customers

to develop valuable in-space services, enabled by space

resources, thereby ensuring that there is a vibrant market

for both DSI technologies and the resources that make

those technologies more effective.

Regulatory / Legal

The company is located in the USA and the EU; however,

a portion of the Company’s assets will one day be located

in free space, providing a unique legal and regulatory

framework for mining. DSI’s legal team is working closely

with policy makers all over the world to define space

mining and asset ownership regulations that are favorable

to businesses and economic growth. DSI’s world-

renowned team has been instrumental in the recent

passing of the ‘Space Act’ in the U.S. and is actively

participating in the drafting of similar regulations in

Luxembourg and elsewhere.

Risk Mitigation

Geology and Mining

Mining in an unknown environment presents risks

associated with mining processes and equipment.

However, these risks are well-known and can be addressed

with thorough planning, well-informed mining site

selection, and pro-active risk management. As such, DSI is

executing resource assessment missions to verify

mineralogy and rock mechanics on a variety of asteroids.

Financial

Like any resource extraction enterprise, DSI’s business is

capital intensive. External market forces could change the

financial landscape, affecting fundraising. To mitigate this

risk, DSI is building long-term relationships with multiple

international funding bodies, including governments,

banks, and investment firms. Additionally, DSI is currently

negotiating with customers to finalize off-take agreements

(futures contracts), providing revenue certainty.

Technology

DSI has developed a detailed roadmap for long-term

technology development that is focused on risk reduction

and mitigation. A primary tenet of this approach is the “X”

or eXperimental missions. These spacecraft will flight test

mission critical technologies prior to implementation,

ensuring mission success.

DEEP SPACE INDUSTRIES

8

DSI Leadership

Rick Tumlinson

Chairman of the Board

This generations most visionary

space industry leader. Leased

MIR space station, signed up first

citizen space explorer, co-founder

of numerous space companies

and organizations.

Petr Johanes

Board Director

Investor and Founding Partner at

Metatron Global, an international

investment firm that led DSI’s

seed round. Formerly with Silicon

Valley venture capital firm Khosla

Ventures.

Daniel Faber

CEO

Successful entrepreneur and

engineer. Spacecraft and mining

expert. Proven manager and

leader with over a decade of

spacecraft technology experience.

Grant Bonin

Chief Engineer

World-leading satellite innovator

and project manager with dozens

of successful satellite missions

currently in orbit. Proven team

leader with a perfect track record

of mission success.

Mark Sonter

Board Director

Veteran mining executive with

30+ years of experience in mine

planning and development

projects around the world.

World recognized expert in

space mining.

Dr. John S. Lewis

Chief Scientist

World’s leading asteroid expert

and author of several seminal

works on asteroid resources.

Professor Emeritus at the

University of Arizona, formerly

with MIT.

Meagan Crawford

VP Communications

Successful entrepreneur, space

industry investment expert. Over

a decade of strategic planning,

operations, and management

experience in the oil & gas

industry. MBA, Rice University.

Sagi Kfir

General Counsel

Veteran aerospace commerce

lawyer and international space

policy expert. Member of the

Hague Space Resource working

group, and American Bar

Association space expert.

Scott Armitage

Space Systems Lead

Veteran spacecraft engineer with

proven success in the design,

implementation, and flight of

unique hardware, software, and

electronics. Dozens of successful

space missions.

Frederic Baker

COO, DSI Europe

Seasoned aerospace professional,

business development executive,

strategist, startup operations

expert and proven leader of

multicultural, technically-

leveraged teams.

Business Expertise

Mining Expertise

Technology Expertise

Artist rendering of a future DSI fuel

processing facility on-orbit. As shown

here, asteroid materials are being

processed using solar energy, and

propellants are being refined and

stored for shipment to customers.

For more information, please visit us at:

DeepSpaceIndustries.com

To contact the Investment Team for a consultation,

email us at: Investors@DeepSpaceIndustries.com

Copyright © 2016 Deep Space Industries. All Rights Reserved