Slide 1: Formalizing A Successful Partnership
& Formalizing A Successful Partnership A Powerful Fintech Leader in Private Capital Markets
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of ValueSetters’ management and are subject to significant risks and uncerta
Slide 3: Merger Creates a Powerful Fintech Leader
Merger Creates a Powerful Fintech Leader Benefits to: Leverages Netcapital’s established, rapidly growing technology platform to scale ValueSetters’ services, particularly its digital marketing capabilities Provides substantial increase to VSTR’s potential revenue streams Streamlines experience for
Slide 4: Merger Creates a Powerful Fintech Leader
Merger Creates a Powerful Fintech Leader Benefits to: Provides access to ValueSetters’ proven digital marketing expertise and strategic advisory services Allows Netcapital to capitalize on ValueSetters deep network of potential investors Enables sourcing of promising deals, including disruptive tech
Slide 5: History of Successful Collaboration & Compatibility
History of Successful Collaboration & Compatibility Strong track record: Collaborative efforts have resulted in Netcapital’s most successful fundraising campaigns. Shared aspirations, cultures, values: • Commitment to empowering innovators, entrepreneurs and business leaders to successfully build an
Slide 6: Netcapital: A Leader and Innovator in Private Capital Markets
Netcapital: A Leader and Innovator in Private Capital Markets Built one of the first online private fundraising platforms. Differentiated platform provides both a primary and secondary market. Enables entrepreneurs and investors to work together to create value. Democratizing private capital markets
Slide 7: Prior Model - Flawed & Antiquated
Prior Model - Flawed & Antiquated Obstacles for Investors & Issuers Investors: Lack of Access & Liquidity • Only 3% of U.S. households qualify as accredited investors • Private investments locked up until IPO or takeout Issuer: Difficulties Raising Capital • Average entrepreneur meets with 40 instit
Slide 8: Netcapital: An Innovative Model - Democratizes Fundraising
Netcapital: An Innovative Model - Democratizes Fundraising Provides Solutions & Creates Opportunities Allows investors to buy and sell shares in private companies through FINRA registered funding portal • Individuals gain access to private company investments previously only available to Venture Cap
Slide 9: Market Opportunity: Significant and Growing
Market Opportunity: Significant and Growing Democratization of private capital markets and online fundraising is in its infancy. 2019 Market Overview Exemption Amounts Reported or Estimated as Raised in 2019 Rule 506(b) of Regulation D $1,492 billion Rule 506(c) of Regulation D $66 billion Regulatio
Slide 10: SEC Regulatory Changes Benefit Private Markets
SEC Regulatory Changes Benefit Private Markets In March 2020, The Securities and Exchange Commission (SEC) proposed meaningful changes to multiple private securities exemptions. Offering Limits were increased Regulation Crowdfunding: • Raised to $5 M from $1.07 M • Accredited investors: limits remov
Slide 11: SEC Regulatory Changes Continued
SEC Regulatory Changes Continued Offering Limits were increased: Regulation A Regulation D, Rule 504 Marketing and Other • Tier 2 raised to Raised to $10M from $5M Additional positive $75M from $50M revisions to marketing • Secondary sales (“Test-the-Waters”, “Demo raised to $22.5M Day”), special pu
Slide 12: Netcapital Competitive Advantages
Netcapital Competitive Advantages Early mover advantage: • Trusted and well recognized brand and platform • Strong existing investor base that is growing rapidly Integrated secondary platform provides easy transferability of marketable securities 12
Slide 13: Netcapital: Strong, Scalable Business Model
Netcapital: Strong, Scalable Business Model 75% success Dollars invested Volume traded through New investors up rate of offerings have doubled over Secondary Transfer more than tenfold raised on the the last six Platform has quadrupled over past year platform months over past six months 13
Slide 14: About ValueSetters
About ValueSetters ValueSetters is a Boutique Advisory Firm We work with companies at all stages to provide assistance with: Raising Strategic Digital Capital Advice Marketing Technology Economic Consulting Development 14
Slide 15: Business Model
Business Model Fee-Based Revenue Model Plus Equity Stakes Charge fixed fees for services provided Take equity stakes in select technology start-ups, including: 15
Slide 16: ValueSetters Value Proposition
ValueSetters Value Proposition Experience and Results Attract Clients Professional investor experience provides unique capabilities • Effective message crafting to all types of investors • Deep network of potential shareholders Experience in starting/selling/growing successful businesses Political a
Slide 17: Track Record
Track Record ValueSetters Delivers Results for Clients Established strong track record in marketing private, online capital offerings Proven unique capabilities in targeted digital marketing to potential investors Successfully completed multiple multi- million-dollar equity raises 17
Slide 18: Team
Team Existing Management Team Remains in Place Cecilia Lenk Coreen Kraysler, CFA Kathy Kraysler Jason Frishman CEO ValueSetters, Inc. CFO ValueSetters, Inc. CMO ValueSetters, Inc. CEO Netcapital Systems, LLC • Ph.D., Harvard • S.M., MIT Sloan • M.B.A., Yale • B.S., Summa Cum Laude, • Angel Investor,
Slide 19: Transaction Details
Transaction Details Reverse Stock Split Pursuant to the agreement, prior to the closing date: ValueSetters shall complete a reverse stock split at 2000 for 1 Once effective, ValueSetters common shares issued and outstanding will be reduced to approximately 415,000 from approximately 831.3 million Fu
Slide 20: Investment Case Summary
Investment Case Summary Powerful Fintech Leader in Private Capital Markets Creates a powerful and differentiated fintech leader Team: Experienced that is well positioned for growth within private capital institutional investors, angel markets. investors and entrepreneurs Combines ValueSetters’ uniqu
Slide 21: Coreen Kraysler, CFA contact
Coreen Kraysler, CFA ckraysler@valuesetters.com 781-925-1700 link link link link link 21