Netcapital Inc. · NASDAQ:NCPL

Netcapital — Merger or Acquisition (September 2020)

26 slides from Netcapital's merger presentation, Sep 30, 2020

  1. Slide 1: A Powerful Fintech Leader in Private Capital Markets

    A Powerful Fintech Leader in Private Capital Markets Investor Update September 30, 2020

  2. 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 uncertai

  3. Slide 3: First Quarter Fiscal 2021

    ) ValueSetters First Quarter Fiscal 2021

  4. Slide 4: Management Delivers Strong Year-Over-Year Results

    Management Delivers Strong Year-Over-Year Results Period ending July 31,2020 YoY: 1,384% Revenues of $1,762,322 vs. $118,732 in FY1 2020, an increase of 1,384% 1,044% Gross profit of $1,331,303 vs. $116,366, an increase of 1,044% 80% Operating income of $52,495 vs. $29,208, an increase of 80% 349% In

  5. Slide 5: Revenue Growth

    Revenue Growth Revenue grew 1,384% year-over-year $2,000,000 $1,800,000 $1,600,000 $1,400,000 $1,200,000 $1,000,000 $1,762,322 $800,000 $600,000 $400,000 $200,000 $118,732 $91,918 $0 07/31/2018 07/31/2019 07/31/2020 5

  6. Slide 6: Operating Income Growth

    Operating Income Growth Operating income grew 80% year-over-year. $60,000 $50,000 $52,495 $40,000 $30,000 $20,000 $29,208 $10,000 $(4,880) $- $(10,000) 07/31/2018 07/31/2019 07/31/2020 6

  7. Slide 7: Portfolio Investment Value Growth

    Portfolio Investment Value Growth Investment values grew 349% year-over-year. $3,500,000 $3,000,000 $2,250,000 $3,161,028 $2,000,000 $1,500,000 $1,000,000 $500,000 $704,249 $23,000 $- 07/31/2018 07/31/2019 07/31/2020 7

  8. Slide 8: We Invest in Companies We Believe In

    We Invest in Companies We Believe In Portfolio Company - New Additions: Additional investment 8

  9. Slide 9: 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

  10. Slide 10: 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 disruptiv

  11. Slide 11: 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

  12. Slide 12: 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 market and secondary transfer platform. ● Enables entrepreneurs and investors to work together to create value. ● Democratizin

  13. Slide 13: 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 institut

  14. Slide 14: 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

  15. Slide 15: Significant Opportunity for Online Private Markets

    Significant Opportunity for Online Private Markets “ ● Private capital markets are growing at twice the rate of public markets. (Forbes) "Private capital markets...have ● U.S. private deal placements were more than leapfrogged public markets to become $800 billion in 2019 (Pitchbook) the most popular

  16. Slide 16: 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. Proposed Changes to Reg CF: • Raise limit to $5 M from $1.07 M • Remove limits for accredited investors • Non-accredited in

  17. Slide 17: Netcapital Competitive Advantages

    Netcapital Competitive Advantages Early mover advantage: ● Trusted and well recognized brand and technology platform ● Strong existing investor base that is growing rapidly Integrated secondary transfer platform provides easy transferability of marketable securities 17

  18. Slide 18: Netcapital: Strong, Scalable Business Model

    Netcapital: Strong, Scalable Business Model 75% success Dollars invested Volume traded New investors up rate of offerings have doubled through Secondary more than tenfold raised on the over the last six Transfer Platform over past year platform months has quadrupled over past six months 18

  19. Slide 19: 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 19

  20. Slide 20: 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: 20

  21. Slide 21: 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 ● Polit

  22. Slide 22: 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 22

  23. Slide 23: 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,

  24. Slide 24: 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 millio

  25. Slide 25: Investment Case Summary

    Investment Case Summary Powerful Fintech Leader in Private Capital Markets ● Creates a powerful and differentiated fintech leader that is well ● Team: Experienced institutional investors, positioned for growth within private capital markets. angel investors and entrepreneurs ● Combines ValueSetters’

  26. Slide 26: Thank You

    Coreen Kraysler, CFA ckraysler@valuesetters.com 781-925-1700 Thank You ValueSetters www.valuesetters.com

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