INFORMATION MEMORANDUM

Growth Capital Opportunity | Private Placement

Issued by VentureCrowd Holdings Pty Ltd ACN 164 416 040

June 2021 CONTENTS

EXECUTIVE SUMMARY 04 THE OFFER 07 MARKET OVERVIEW 10 BUSINESS OVERVIEW 14 VENTURE CAPITAL 18 PROPERTY 24 FUNDS MANAGEMENT 34 PLATFORM TECHNOLOGY 36 BRAND & MARKETING 42 CORPORATE SOCIAL RESPONSIBILITY 46 TEAM 48 FINANCIAL OVERVIEW 51

2 IMPORTANT NOTICE

This Information Memorandum is issued by VentureCrowd Holdings Pty Ltd ACN 164 416 040 (VentureCrowd) for the purpose of providing certain financial and business information to potential investors on a private and confidential basis for use solely in connection with their consideration of acquiring shares in VentureCrowd as part of a growth capital raise.

This Information Memorandum is neither a prospectus nor a regulated disclosure document under the Corporations Act 2001 (Cth) (Act), nor is it required to be. A copy is not required to be, and has not been, lodged with the Australian Securities and Investments Commission. This Information Memorandum has been prepared only for issue to and use by prospective investors who qualify as wholesale clients as defined in the Act (Wholesale Investors) and is not intended to be received or read by anyone other than a Wholesale Investor.

This offer of shares in being made in Australia and has not been lodged with any regulatory authority outside Australia. It does not constitute an offer in any jurisdiction in which it would be unlawful to make such an offer or invitation.

This Information Memorandum is the property of VentureCrowd. By receiving this document, the recipient agrees to keep its content confidential and agrees not to copy, supply, disseminate or disclose any information in relation to its content without the prior written consent of VentureCrowd. This Information Memorandum does not purport to be all inclusive or contain all of the information which its recipient may require in order to make an informed assessment about whether to invest in VentureCrowd. VentureCrowd makes no representation to the recipient or its advisers (as relevant) about the accuracy or completeness of the information, statements, opinions or matters (express or implied) arising out of, contained in or derived from this Information Memorandum or any omission from this Information Memorandum or of any other written or oral information or opinions provided now or in the future to any interested party or its advisers.

The recipient agrees that it must not rely on the contents of this Information Memorandum and that by accepting this document it hereby releases, holds harmless and forever discharges VentureCrowd, and its directors, employees, servants, agents, related entities, advisers, consultants or contributors to this document from all and any existing or future claims, demands, actions, proceedings, suits, costs, charges, expenses, damages, losses or other liabilities in any way connected with, relating to or arising from the information contains in this document.

This Information Memorandum contains forward looking statements which are identified by words such as “may”, “could”, “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans” and other similar words that involve risks and uncertainties. These forward looking statements are subject to various factors that could cause the results of VentureCrowd to differ materially from those expressed or anticipated in these statements. No representation or warranty is given as to the achievement or reasonableness of any plans, future projections, prospects or financial returns and nothing in this Information Memorandum is or should be relied upon as a promise or representation as to the future. VentureCrowd and each of its agents, directors and employees, expressly disclaim all liability for any loss or damage of whatsoever kind (whether foreseeable or not) which may arise from any person acting on any information or opinions contained in this Information Memorandum or any information which is made available in connection with any further enquiries, notwithstanding any negligence, default or lack of care.

3 1. EXECUTIVE SUMMARY

1.1 Overview

VentureCrowd (VC) is Australia’s only multi-asset class investment platform that can match investors to a full array of investible opportunities across the capital stack. VC’s open, accessible platform democratises alternative assets, giving wholesale and retail investors the ability to access a range of investment opportunities whoever they are, wherever they are through a best in class platform and digital journey. Our combination of platform and product (including proprietary property opportunities and funds) is unique in the market. Purpose driven with a focus on sustainable investment opportunities, VC provides investors with opportunities spanning:

1. Property development projects (including deals sourced by VC in-house capability)

2. High growth private companies (venture capital)

3. Alternative credit (including mezzanine debt and a pending retail mortgage fund)

4. Open ended, diversified property funds (with scope to broaden funds in future)

VC enables investment from wholesale and retail investors, with two Australian Financial Services Licenses (AFSLs), facilitating a sizeable investor pool (>57k registered, up from 13k in 2017). VC has reached profitability and has raised over A$141M on its platform to date, with over 109 opportunities funded (including VC’s High Growth Property Fund, Super High Yield Fund, Expert360, Nexba, 4D Medical and Ingogo). We are the only platform in the Australian market to see successful exits of crowdfunded investments through IPO, realising up to 300% returns for investors, while our property and funds products continue to deliver strong returns.

VC’s in-house property development arm uniquely provides exclusive access to proprietary deal flow from approval through to development of precincts, inclusive of a joint venture with HomeCorp Property Group, majority owned by Toyota Motor Corporation. VC is in final discussions to secure an underwriting facility of $65M from a major global investment firm to add leverage for property developments and enable fast-tracking of projects that will provide strong financial returns to the business and its crowd investors. VC’s in-house funds benefit from enhanced transparency through this property development arm.

Having built its core infrastructure and generated profitable revenue growth, the business is ready to enter a significant growth phase. The continued digitisation of investment management and its acceleration as wealth transfers to millennials positions VentureCrowd to continue to lead the market. Demand for alternative asset investments continues to grow, with VC poised to capitalise on this with our broad investor community and focus on investor education (becoming a leading voice in the digitisation of alternative asset management), with targeted marketing to drive investor engagement on the back of these emerging sector trends.

4 1.2 Market leading digitised investment platform

VentureCrowd has developed a best in class digital platform, with a focus on customer experience and scalability. The platform is continually evolving to become a hub for investors and founders, offering personalised products to connected investor communities. We call it Open VC™.

VC’s platform is an automated, integrated digital marketplace connecting founders and investors, seamlessly facilitating the entire investment process, from onboarding (including KYC checks) through to deal due diligence, Q&A and documentation, along with portfolio management. Significant volumes of data are created, captured and utilised to drive the optimum experience for the investor. This data is used to tailor marketing and brand awareness to suit the particular interests of the prospective investors. This in turn helps reduce customer acquisition costs (CAC) as the business continues to realise the benefits from its data driven platform.

The platform continues to evolve and the next phases of development will position the VC platform as a hub for like minded investors, inclusive of insights and data to inform content, messaging and product releases, allowing VC to curate deal flow and product that is demand driven. Further, VC will launch an Open API framework allowing a range of financial services to be delivered through partnerships. VC will be the facilitator and hub for this activity.

1.3 Alternative asset products for all investors

Category Investment Product

Venture Capital VC’s Venture Capital team sources and screens opportunities to allow investors to invest in the

equity, convertible securities and debt of high-growth private companies during the expansion (Section 5) stage through to pre-IPO.

Property VC’s in-house, end to end property development team creates proprietary investment opportunities (along with listing third party opportunities) and allows investment via ordinary (Section 6) equity, preferred equity or debt securities into property developments.

Funds VC has two open-ended diversified property funds that invest in a portfolio of property development projects and offer floating returns: (Section 7) 1. Development Income Fund ($30.4M under management) 2. SMSF Property Fund ($11.4M under management) 3. VentureCrowd Mortgage Fund facilitated by the Fundi App (launching mid to late 2021)

1.4 Profitable business poised for financial growth

VentureCrowd is forecasting revenue growth and significant earnings over the coming years as it continues to attract high quality product to its growing investor database and network. VC generates diversified revenues through a combination of campaign fees and capital raising fees in our ventures business, capital raising, property development and sales fees in our property business and management and administration fees in our funds management business. VC also enables investment syndicates to use its platform for a fee.

The business generated $6.5M revenue and $215k profit in FY20. We were on a run-rate for FY20 of over $10M prior to COVID-19 impacts, with revenues of $9.8 million forecast in FY21 and first eight months of FY21 revenues and earnings targets in line with our forecasts. We are forecasting growth to revenue of $41 million by FY23 on the back of our extensive pipeline of opportunities across asset classes.

5 1.5 Experienced Management Team

VC’s management team is experienced in funds management, alternative assets and entrepreneurship and well placed to drive the business to achieve its growth objectives.

Steve Maarbani, VC’s co-Founder, CEO and Executive Chairman, is a former PwC Funds Management partner and a prominent voice in the Australian alternative assets landscape. Steve has advised on many of Australia's leading VC funds, is a Partner and member of the Innovation Advisory Council of the Real Tech Ventures Fund and sits on the Advisory Board of several high-growth companies.

Steve is supported by Executive Director Darren Tasker, who leads the business’ platform and technology development, with a background in senior executive roles including as COO of WesTrac, along with David Whiting, Property Director, a former lawyer and senior property executive who was previously the Queensland General Manager for Grocon, State Director for Multiplex and Project Director for Laing O’Rourke, and Aaron Rumer as COO, whose senior management experience includes management roles with Kerry Stokes’ Seven Group Holdings managing a number of large start-ups and mergers.

1.6 The Opportunity

The business is raising $2.5M fast-track its key initiatives and contribute to delivering upon its growth objectives. An investor or syndicate of investors may have the opportunity to leverage VC’s capabilities for the benefit of its own operating model and customer base.

The capital raised will be utilised to drive VC’s growth through investments in technology, marketing, launching its retail investment capability, growing into Asia and building out its funds management business. The business has strong growth ambitions and seeks to rapidly gain market share, with a view to consider a potential exit in the coming three years.

6 2. THE OFFER

2.1 Overview

VentureCrowd Holdings Pty Ltd, the ultimate holding company of the group, is raising A$2.5M through the issue of ordinary shares at $0.91 per share. This represents a pre-money valuation of the VentureCrowd Group of $21,184,427. Funds raised are to be used predominantly in accelerating growth initiatives to drive the business strategy:

Use of Funds $ Description

Platform technology Accelerate build of platform by June 2022 which will see the development of $1.37M development the next stage of our platform development (“Connected” platform).

Product, sales and marketing Accelerate development of ventures and property product, build education $0.63M nurturing content to engage crowd at conversion stage, branding campaign in Australia and Singapore and partnership programs.

Debt retirement To strengthen the group’s balance sheet through retirement of existing $0.50M unsecured debt thereby enabling future growth.

Total $2.50M

2.2 Capitalisation Table

Outlined below is the impact on VentureCrowd Holdings Pty Ltd’s capital table of a $2.5M capital raise at a pre-money valuation of $21.18M.

The company currently has 23,279,590 ordinary shares on issue, an Employee Share Option Scheme (ESOP) allocation of up to 10% of the issued share capital of the company and one outstanding convertible note issued to Hundredweight (0.1%) which will be converted as part of this transaction. There are no other preference shares, options or other convertible securities on issue or promised.

The company intends to issue 2,747,252 ordinary shares (representing 10.5% of the issued share capital of the company post-money) as part of this transaction.

Shareholder # shares %

Crowd Capital Pty Ltd 14,139,795 54.3%

Observatory Nominees Pty Ltd 5,000,000 19.2%

E.G. Holdings Pty Ltd 901,505 3.4%

VD Capital Pty Ltd 582,337 2.2%

Prime Financial Group Limited 329,625 1.2% Note: the ESOP allows the Board to Other shareholders 2,326,328 8.9% issue share options of up to 10% of the equity once the rights exercised. Hundredweight Pty Ltd - - Currently 6.5% of the options have been granted, however no options have been exercised. The table above New investors 2,747,252 10.5% presents the capital table upon investment by an external investor ESOP - - prior to any exercised rights. Should these rights be granted and issued, Total 26,026,842 100.0% this will result in a dilutionary impact for investors.

7 3. MARKET OVERVIEW

VentureCrowd is an Australian financial technology company which provides an alternative assets investment platform and products to wholesale and retail investors. The business operates across the investment platform, crowd funding and funds management areas of the Australian financial services industry, along with property development.

We are a full coverage alternative asset platform that differentiates itself from competitors through its complete coverage of the alternative asset classes of property, venture capital and credit, along with its offering of proprietary product (i.e. property development investment opportunities and funds).

3.1 The Australian financial services industry

The Australian financial services industry is the largest industry in the Australian economy, contributing $161 billion measured by gross value added – representing ~10.3% of the total of all industries and ~9% of GDP. About 70% of the financial services industry contribution is from banking and funds management (excluding superannuation). It is also one of the industries with least volatile growth, with the second lowest deviation of quarterly growth relative to average growth ______State of the Industry 2019, Financial Services Council.

3.2 Alternative Assets Crowdfunding

Equity crowdfunding has rapidly grown as a means to raise capital for alternative asset investment opportunities. The sector has grown most significantly in the US and UK, with over £400m raised among the two major UK platforms (Crowdcube and Seedrs) in 2019 to fund small to medium businesses with venture capital.

Australia has now established a crowd sourced funding (CSF) regime, enabling eligible public companies and proprietary companies to able to make offers of their shares, via an intermediary CSF service, using an offer document. Unlisted public companies with less than $25 million in assets and annual turnover are eligible to raise funds under the CSF regime. Eligible companies will be able to make offers of ordinary shares to raise up to $5 million in any 12-month period.

8

The crowd funding opportunity in Australia is significant and VentureCrowd has demonstrated its potential through prior venture capital raised from wholesale investors. Harnessing the opportunity which is presented by a large pool of potential retail investors, coupled with the increasing comfort of investors in allocating their invested capital via digital platforms supports the growth opportunity in the Australian and global markets, with the global crowdfunding market is expected to witness a growth at a CAGR of over 16% over the period to 2025. Australia, starting from further back in its sector maturity, is expected to grow at a rate well in excess of this.

Harnessing crowdfunding platforms across alternative assets provides unique exposure for investors into asset classes which have previously presented higher barriers than traditional investment classes (listed equities, bonds) for some investors to invest in, and present attractive return opportunities.

Crowdfunding Market - Growth, Trends, and Forecasts (2020-2025)

3.3 Industry Drivers

VentureCrowd is at the forefront of the digitisation of asset management. This market is driven by favourable industry drivers which see its addressable market continuing to expand.

This includes:

1. Growth in alternative assets 2. The rise of millennial investors 3. Purpose-driven investment 4. Lack of trust in traditional financial institutions 5. Digitisation of investment management

These industry drivers underpin VentureCrowd’s belief that the future of investment management will be personalised, purpose-driven and digital and while traditional players in the investment sector refine their product for social impact and digitise their customer experience for the next generation of investor, We are already doing it and growing our user base, (>57,000 currently) uniquely placing us to become a leading next generation investment brand.

3.4 Growth in Alternative Assets APAC Alternative Assets AuM growth in USD billions Historically low interest rates and heightened volatility on equity markets have contributed to the rising popularity of alternative assets among investors seeking higher rates of return.

In Asset & Wealth Management 2025, PwC forecasts there will be a boom in alternative asset popularity among Asian investors – especially Real Estate and Infrastructure investments – as alternative AuM grows from US$ 2.9 trillion in 2017 to US$ 6.9 trillion by 2025, a staggering CAGR of 11.7%. According to Deloitte, “Investors are adjusting their portfolio allocations in search of total return. In the retail market, this adjustment includes an expanding eye toward alternative investments.”

With this trend likely to continue, VentureCrowd is well placed to grow its market share in Australia and in Asia.

______https://www.pwc.com.au/asset-management/2018-awm-asia-2025-report- 31jan19.pdf Deloitte, Investment Management Outlook 2020

9 3.5 The rise of millennial investors

As baby boomers approach retirement, their children and grandchildren are set to inherit an unprecedented amount of wealth. In Australia alone, an estimated $3.5 trillion of wealth will be transferred over the next 20 years. In the US, an estimated $30 trillion of financial and non-financial assets is due to be transferred. This means the characteristics of the dominant buyer of investment services is about to change significantly.

While the aim for a healthy return over the long term whilst minimising risk isn’t going anywhere, the type of asset class millennial investors are demanding materially differ from the preferences of previous generations. This is due to the attitudes and beliefs of millennials, who tend to be more concerned about the incorporation of environmental, social and governance (ESG) factors when making financial decisions.

Despite the individual challenges and personal sources of anxiety that millennials and Gen Zs are facing, they have remained focused on larger societal issues, both before and after the onset of the pandemic. If anything, the pandemic has reinforced their desire to help drive positive change in their communities and around the world.

______McCrindle, 2016, Wealth Transfer Report, A Report for No More Practice, September Intergenerational Wealth Transfer Challenges, Accenture Consulting, April 2015. Deloitte Global Millennial Survey 2020

3.6 Purpose-driven investment

As outlined above, investors from younger generations have established that they are committed to investing in companies that make sustainability a core part of their business operations and values. 31 percent of millennial investors either usually or always consider ESG factors in their investing. That is more than double the percentage of baby boomers. Additionally, 66% of female investors said socially responsible funds will become more important to their portfolios. As women and younger generations grow their investment assets, views on traditional versus sustainable investing are changing.

At VentureCrowd, all our offers have purpose at their core. We assess this by ensuring our campaign opportunities seek to address one or more of the UN Sustainable Development Goals (refer Section 10). From eliminating sugar from the world’s diet to creating electricity from wave energy, our portfolio companies are busy working on projects that may just help fix the planet, and our 57,000 registered investors are right behind them.

______https://www.theglobeandmail.com/investing/article-led-by-millennials-responsible-investing-is-on-the-rise/

We’re passionate about giving our community the ability to invest and shape the world in which we live.

At VentureCrowd, our purpose is to help good businesses take on the world - we find and fund the future. A future that is good for investors, founders and humanity.

10 3.7 Lack of trust in traditional financial institutions

The financial services industry’s brand value and customer satisfaction scores are at an all-time low. According to the Edelman Trust Barometer 2020, trust in the finance industry ranks dead last among the industries covered in the Edelman research and it’s been there for the last 8-years running.

The impact of the GFC, the Hayne Royal Commission fallout, various institutional financial services scandals and revelations of an entrenched culture that prioritises sales and profit over customer benefit have contributed to the erosion of consumer trust.

A majority of respondents to the Edelman Trust Barometer 2020 believe that capitalism in its current form is now doing more harm than good in the world. According to Edelman, this distrust is being driven by a growing sense of inequity and unfairness in the system. The perception is that institutions increasingly serve the interests of the few over everyone.

“Financial institutions … all face the same brand challenge in the coming year: to restore trust, customer retention and satisfaction, and ultimately to rebuild their brand value.” – Mark Crowe, Managing Director, Brand Finance Australia

______Edelman Trust Barometer 2020 - https://www.edelman.com/trustbarometer Edelman Trust Barometer 2020 - https://www.edelman.com/trustbarometer Australia 100 2020, https://brandfinance.com/images/upload/brand_finance_australia_100_2020_preview.pdf

3.8 Digitisation of investment management

The digitisation of the investment management industry has commenced on a global scale and is showing no signs of slowing down. In an increasingly connected and mobile world, customer experience is becoming a key ingredient for investment managers, with investors expecting a seamless digital and customised user experience.

According to PwC “As investors’ wealth grows and the newly-wealthy become more comfortable entrusting their financial assets to digitally orientated firms, wealth managers have a large window to seize an almost USD 65.5 trillion opportunity by increasingly targeting retail clients.”

Australia’s investment platform market now holds AUD$680 billion funds under management, and this is poised to grow. While bank-owned incumbents have historically dominated funds under management on platforms, their share has remained stagnant in recent years due to the emergence of non-bank incumbents and the technology and functionality they bring to the market by virtue of their smaller size and scale.

According to Deloitte, “with the increased focus on fees and the rise of passive, low fee strategies, investment managers need to transform their operations to deliver greater efficiencies, with technology holding the key to successful transformation.” At VentureCrowd, we have built an automated, integrated digital marketplace between investment opportunities (ventures, credit, property) and investors which is customer-centric and seamlessly facilitates the entire customer acquisition, onboarding and investment process.

______Deloitte, Investment Management Outlook 2020 https://www.pwc.com.au/asset-management/2018-awm-asia-2025-report-31jan19.pdf

11 4. BUSINESS OVERVIEW

VentureCrowd is Australia’s only multi-asset class investment platform that can match investors to the full array of investible opportunities across the capital stack.

4.1 Overview

At VentureCrowd, we have developed and created a vertically integrated, full service alternative asset platform and products business that can raise funds from investors for venture and property opportunities, develop complex property projects, provide fund administration and undertake marketing and sales activities. This vertical integration maximises revenue generation from our activities.

Our end-to-end digital investment platform offers purpose-driven alternative assets to retail and wholesale investors. Our product mix includes debt, equity and hybrid securities with differing risk-reward profiles in property and venture capital – previously only available to wholesale investors.

*Statistics as at 31 December 2020

4.2 Corporate Structure

Our corporate structure, inclusive of entities facilitating our diverse range of operations, allows us to undertake a breadth of services for ventures, property, and funds opportunities.

1. VentureCrowd Holdings Pty Ltd is the holding company of the group. 2. VentureCrowd Services Australia Pty Ltd provides shared corporate services to group entities in return for monthly services fees. 3. VentureCrowd Connect Pty Ltd will hold all intellectual property and technology assets and licenses those assets to group entities. 4. VentureCrowd Pty Ltd holds AFSL No.503381 which includes, inter alia, an authorisation to operate a crowd sourced funding platform. 5. VentureCrowd Nominees Pty Ltd is the trustee for all VentureCrowd wholesale managed investment schemes. 6. VentureCrowd Property Australia Pty Ltd provides property development management services. 7. VentureCrowd Capital Pty Ltd provides capital raising and investor relations services. 8. VentureCrowd Sales Pty Ltd holds a real estate sales license and provides property project sales services through our VentureCrowd Property Projects brand. 9. Guardian Securities Pty Ltd holds AFSL No.240506 which includes, inter alia, an authorisation to operate registered managed investment funds as a Responsible Entity. 10. VentureCrowd Development Holdings Pty Ltd is responsible for delivering the ‘1,825 Keys’ business plan under the HomeCorp joint venture arrangements.

12 4.3 Australian financial services licenses (AFSL)

VentureCrowd holds two AFSLs which collectively permit the provision of a comprehensive range of financial services including the operation of a crowd sourced funding platform under the new equity crowdfunding amendments to the Corporations Act 2001 (Cth) and the operation of retail managed investment schemes.

The power of these licenses allows VentureCrowd to be more than just an equity crowdfunding platform servicing retail investors. These authorisations enable the development of a comprehensive digital investment firm for alternative assets, including managed funds, venture capital products, property development financing products and fixed income products. The AFSLs permit VentureCrowd to offer investment products to both wholesale and retail customers. 4.4 Revenue Model

VentureCrowd has a diverse range of revenue streams across its business activities protecting it from short term impacts associated with volatility in investor preferences in asset classes.

The business generates income from numerous sources across its multiple business arms, broadly classified as ventures, property and funds management. VentureCrowd has been building and establishing new capabilities, including in some cases via acquisition or partnership, to augment developed capability of raising capital from the crowd to now deriving vertically integrated income streams.

The details of the revenue model from the venture capital business unit are set out in Section 5. The details of the revenue model from the property business unit are set out in Section 6. 4.5 Product Categories

VentureCrowd offers a full range of alternative asset investment opportunities on our platform:

Category Investment Product Description

Venture Ordinary equity, preferred equity, convertible and debt securities of high-growth Capital private companies during their expansion stage through to pre-IPO. These opportunities are often exclusively available to VentureCrowd members as a result of our growing book of pre-emptive rights.

Property Ordinary equity, preferred equity and debt securities of special purpose vehicles developing residential property projects, and off-the-plan residential properties in development projects originated and managed by VentureCrowd’s in-house development management team.

Funds Open-ended diversified property funds that invest in a portfolio of property development projects and offer floating returns:

1. Development Income Fund (currently $30.4M under management) 2. VentureCrowd Mortgage Fund facilitated by the Fundi App (launching mid to late 2021)

13 4.6 Past, Present & Future

14 4.7 Competitive Advantage

VentureCrowd is the only multi-asset class digital investment platform in Australia and has distinct competitive advantages which position us to capitalise on favourable market dynamics for digital investment platforms and alternative assets:

Strong brand equity and voice in the market, with a reputation for quality deal flow and investor returns, while maintaining a focus on sustainability

End-to-end investment technology platform engineered for scale and customer experience, with a focus on digital journey to build a community hub for investors

Australia’s only multi-asset class equity crowdfunding platform, with opportunities across the full range of alternative assets and consequent diversified revenue streams

Two Australian Financial Services Licenses with comprehensive authorisations to facilitate investment across assets classes and from both wholesale and retail investors

In-house property development arm, underpinned by a joint venture with Homecorp, generating proprietary investment opportunities and strong earnings

Comprehensive investment origination, transaction & management capability in venture capital & property development enabling better deal assessment & greater revenue opportunities

Syndicate platform, allowing external syndicates to use our technology for a fee

Highly experienced investment and operational team with deep funds management expertise

Strong industry partnerships, including KPMG High Growth Ventures, HomeCorp, The Smith Family, Scale Investors, Sydney Angels and the MedTech Actuator

New revenue streams pending launch, including retail platform and Growth Services offering

VentureCrowd seeks to capitalise upon these competitive advantages in pursuit of its growth strategy in Australia and into Asia.

15 5. VENTURE CAPITAL

The impending launch of our retail crowd source funding service and “VentureCrowd Growth Services” will fast-track our market penetration in Australia and position the business for compelling international expansion.

5.1 Overview

VentureCrowd has its origins in venture capital. Founded by a former PwC venture capital partner and one of Australia’s leading venture capital firms, venture capital began as our original product offering.

Today our venture capital team includes technical specialists who have hands-on experience in all aspects of the venture capital deal process – from deal structuring and transaction execution, to portfolio management and financial services compliance.

Once an opportunity has been assessed, our team works with the founders to package the raise and manage the campaign through to transaction execution. Campaign marketing and management is carried out through a number of digital tools, all built in a single SalesForce environment allowing VentureCrowd to accumulate rich, live data and use that data to optimise campaigns.

VentureCrowd’s two Australian Financial Services Licenses and broad range of authorisations give our team the flexibility to structure venture capital deals as either wholesale offers, retail CSF offers or a combination of both. This flexibility also allows VentureCrowd maximum flexibility in relation to the structure of financial products we offer as well as our fees, which can include performance fees and marketing fees.

We have created a model that offers multiple services to fast-growing companies and which provides a number of income streams to diversify our revenue base (see Section 5). Once a financial product offering is closed, the managed investment scheme for that offering is managed by our funds management team through to a liquidity event.

VentureCrowd currently manages a portfolio of 63 separate managed investment schemes, which include the following companies:

16 5.2 Venture Capital Opportunity Process

VentureCrowd’s venture capital team manages the capital raising process for investment opportunities end to end from sourcing and executing a campaign:

Deal sourcing

We source venture capital deals through a number of channels and strategic partnerships including professional services organisations, angel groups and venture capital firms. Our ventures team assesses the business seeking funding to determine whether it fits our mandate and whether we believe there might be sufficient crowd interest to raise capital for the company. Additionally, we have the advantage of being on the capital table of entities which we have undertaken previous capital raisings for, providing us with not only a first right on subsequent raisings but also creating the opportunity for future rounds to be raised on the VC platform.

Due diligence and deal structuring

As a platform, we seek to leverage the due diligence of the lead investor. Additionally, we undertake checks related to the corporate identity, the identity of key persons, the corporate register, the existence of the necessary constituent documentation and the terms of the subscription agreement.

This process is undertaken by a team with specialist experience in the venture capital investment processes. We typically only will raise capital for opportunities where a lead investor has taken a substantial position in a fundraising round. This enables our investors to have confidence that they are investing on the same terms as a sophisticated investor and enables us to reduce the level of detailed due diligence that we undertake on the opportunity.

Through this stage of the process, we may also provide advice to businesses seeking equity as to how best to structure the raise – whether direct equity, convertible notes or preference equity. If we are comfortable with the business post this diligence process, we will execute a contract with them to raise a certain amount of equity for the business in line with our agreed terms.

Digitised campaign marketing

At this stage the campaign is allocated an investment manager who works with the company to prepare (or refine) the pitch documentation and marketing collateral (including a marketing calendar). Campaigns are marketed through a combination of email-direct marketing to our database, social media marketing through our various social media accounts, social media advertising, webinars and public relations activations.

These marketing initiatives are centralised through our Marketing Cloud, Social Studio and Sales Cloud software applications, allowing for live data which informs the marketing strategy for the balance of the campaign. Details of the process are set out in Section 8.2.

Digitised investor onboarding

Investors can access deal information and onboard themselves (including undertaking the necessary KYC/AML checks) completely digitally. The technology stores all relevant information in the investors CRM, allowing the investor to make an investment only after the relevant regulatory checks have been completed.

Digitised investment process

Once an investor has onboarded his or herself, they can make an investment directly through the platform. This includes entering into an Investment Contract with VentureCrowd, applying for units in a special purpose unit trust established for the specific investment and making payment, completely digitally.

17 Closing

Once the syndicate is closed, the technology automatically accepts the payments, deducts the VentureCrowd fee, transfers the balance to the issuer, issues investors with unit certificates confirming their investment, and uploads the investment to the investor’s password protected investment dashboard.

Generally, VentureCrowd receives performance units in each trust entitling it to a performance fee equal to 20% of the profit of the transaction on an exit. As trustee of the syndicate, VentureCrowd also obtains pre-emptive rights to participate in all future capital raises, securing future deal flow as the companies grow and de-risk their proposition.

Portfolio management

Once an investor has made an investment, all future company updates, corporate actions, financial reporting and other communications are digitally distributed to investors and simultaneously uploaded onto each investor’s dashboard for ease of reference at any time. 5.3 Private Syndicate Platform

VentureCrowd’s Private Syndicate Platform (PSP) is our Platform-as-a-Service offering. The PSP product provides our online deal platform, aggregated investment vehicle and private registry service to companies raising money and to investor syndicate groups for a fee, where no capital raising assistance is required.

Under the PSP offering, VentureCrowd manages syndicate establishment, trust creation, investor on-boarding (including KYC and AML compliance), transaction execution and documentation and ongoing communication, administration and compliance services.

VentureCrowd currently provides the PSP product to several of Australia’s leading angel groups, including Scale Investors and Sydney Angels, and intends to undertake significant business development activities to grow this part of the business in 2021. 5.4 Retail Crowd-Sourced Funding

VentureCrowd holds one of only a handful of Australian Crowd-Sourced Funding (CSF) licenses and is preparing to launch its retail product offering in 2021.

Recently introduced retail crowdfunding laws have opened up the investment markets to retail investors through Australian Financial Services licensed CSF intermediaries and have facilitated the digital distribution of investment opportunities previously reserved for wholesale investors through high-touch traditional investment management processes.

In other countries where similar crowdfunding legislation has been introduced, there has been a dramatic rise in the use of online investment platforms such as VentureCrowd. In the UK in 2019, only 5 years after the introduction of equity crowdfunding legislation, over 38% of all venture capital investment was done online through one of two equity crowdfunding platforms, making equity crowdfunding the single biggest contributor to the venture capital market in the UK.

VentureCrowd has attracted a retail investor base of over 57,000 without ever having conducted a targeted retail customer acquisition campaign, indicating strong demand from this investor segment for venture capital opportunities.

VentureCrowd’s user interface and user experience is designed for the retail market, the platform technology has been upgraded for retail functionality and a retail brand campaign has been prepared in anticipation of a full retail launch.

Up to now, VentureCrowd has purely offered its venture capital investment opportunities to its wholesale investor base. As such, the opening up of the venture opportunities to its retail investors will act to accelerate growth in this arm of the business and effectively “bolt-on” a retail crowd source funding business to VentureCrowd’s already significant business operations.

18 5.5 Venture Capital Revenue Model

VentureCrowd has a well-established ventures business model that allows for multiple revenue streams across the lifecycle of the early stage company seeking external funding. We will be enabling retail crowd investment on our platform from February 2021 which will allow the business to rapidly grow and expand our ventures offering.

The key revenue streams for the ventures business include:

Companies seeking venture capital raising services through the VC platform Campaign fees will pay an upfront campaign fee from $7,500 to $25,000 depending on the services provided.

We currently charge 6% commission on all capital raised from the crowd on capital raisings. This is forecast to increase over the period to 7.5% by FY24. Capital raising fees are paid on the conclusion of the raise. Capital raising fees We expect to be able to grow the number of deals undertaken on the platform from 11 undertaken in FY20 to 74 by FY24. The average deal size is forecast to increase from $1.5M in FY20 to $1.9M in FY24, sourcing deals from Australia and Singapore (or another Asian market).

Private syndicate Establishment fee of $7,500 payable by the investor syndicate plus an annual placement (PSP) fees management fee payable by individual investors.

It is expected that 1 in 10 startup companies will achieve successful exit after 18 months. Upon completion of successful campaigns VC is entitled to a performance fee in the form of carried interest, averaging 20% of the profit Performance fees to the syndicate. Upon a completed exit, VC may receive its performance fee in cash or elect to receive shares in a newly listed business.

From Feb 2021 onwards, VC will expand its product offering to include ongoing marketing and administrative support to early stage companies. Growth services fees This is typically a monthly fee arrangement for an agreed period of time and is expected to gain strong market traction based upon feedback with investee companies.

Ventures lifecycle & revenue timing

19 5.6 Key 2021 Growth Initiatives

VentureCrowd is targeting significant growth in its venture capital business in 2021, focusing on the following three key initiatives:

A. Private Syndicate Platform

VentureCrowd currently provides the PSP product to several of Australia’s leading angel groups, including Scale Investors and Sydney Angels, and intends to undertake significant business development activities to grow this part of the business in 2021.

B. NEW - Retail Crowd-Sourced Funding

VentureCrowd is preparing to launch its retail CSF offering in Q1 2021 and has aggressive plans to scale this part of the venture capital business in this calendar year.

The opening up of venture capital opportunities to our retail investors is expected to accelerate growth in this arm of the Business and effectively “bolt-on” a retail crowd source funding business to VentureCrowd’s already significant business operations.

C. NEW - Growth Services

In 2021, VentureCrowd will launch its new Growth Services offering.

Designed to further integrate the business into the capital raising program of some of the most promising high-growth private companies in the market, the offering will include brand, digital marketing and lead generation services using innovative pricing structures, including a mix of cash and equity.

5.7 Case Studies

VentureCrowd syndicates have invested in a number of high-growth companies that have gone on to impressive liquidity events which have resulted in significant returns for VentureCrowd investors.

A selection of those case studies are included on page 23, together with examples of current portfolio companies that are also on track for significant exits. These case studies validate the VentureCrowd model and support our growth strategy for this asset class.

______Article in The Australian

20 Jayride

● VentureCrowd portfolio company Jayride listed on the ASX in January 2018 making it Australia's first crowd-funded startup exit. ● VentureCrowd investors first invested in Series A in December 2015, raising $200K Follow-on rounds in November 2016 and June 2017, raising more than $460K ● Listed on ASX in January 2018 at an issue price that is more than double the Series A investment ● 19 investors (average $35K) ● VentureCrowd investors in the first round received a gross return of 107%.

4DMedical

● 4DMedical is an Australian health technology SaaS business operating in Aus & the US ● VentureCrowd investors acquired shares at $0.37 ● VentureCrowd charged an establishment fee and a commission on capital raised on completion of the raise ● The company listed on the ASX after 18 months at $1.50 per share (380% return) ● At the time of publication, the share price was $2.40 (over 500% return) ● VentureCrowd also earned performance fees from the exit

Nexba

● Nexba is an Australian food technology business that has a patent over its Naturally Sugar-Free sweetener formula ● In FY17 the company had gross revenue of $2.5M with VentureCrowd investors investing at a pre-money valuation of $20M ● VentureCrowd charged an establishment fee and a commission on capital raised ● Since then, VentureCrowd has raised 2 additional rounds of capital for Nexba ● Nexba’s FY20 revenue was over $23M, with Nexba management valuing the business indicatively at ~$69M (or 3x Revenue) ● Nexba is planning a growth capital raise in 2021 at a pre-money valuation of $100M ● If investors opt to sell out as part of that transaction, the ROI for VentureCrowd investors will be ~500% ● VentureCrowd holds performance fees in this transaction

21 6. PROPERTY

VentureCrowd is a first mover in Australia bringing fintech and crowd source funding to the traditional property development industry, offering investors the ability to access high return property development projects at all levels of the capital stack.

6.1 Overview

VentureCrowd has built a full-scale property team based in Brisbane, Australia that includes architects, engineers, developers and development managers with the ability to originate and manage end-to-end property development projects internally, generating proprietary property deal-flow for the platform. Building VentureCrowd’s property business has been a targeted differentiation strategy to ensure platform deal flow in an attractive alternative asset class.

Our team has the capability to undertake all aspects of the development process, from land sourcing, through to obtaining approvals, managing construction and the sale of off-the-plan dwellings.

To eliminate construction and delivery risk, we have entered into a Joint Venture with our building partner - HomeCorp Property Group, 51% owned by Toyota Motor Corporation (see section 6.5 for further information).

Once a development opportunity has been secured, VentureCrowd packages each part of the capital stack for the project separately and offers the opportunity to invest in that part to our 57,000 member investors. Typically, this includes the initial equity in the early stages of a project through to preference equity, mezzanine debt and first mortgage loans in the later stages (see Section 6.3).

Once a financial product offering is closed, each financial product is managed by our funds management team under the relevant licence.

This vertically integrated model is unique to VentureCrowd and allows the business to have complete control over all aspects of the delivery of both the financial product and the underlying asset.

22 6.2 Opportunity Assessment Process

Every property development project undertaken by VentureCrowd is assessed in accordance with our opportunity assessment process set out below.

Undertake a review process to begin filtering suitable sites (post Covid-19) by Strategy considering what the crowd connect with, what is profitable and what Stakeholders, Project Managers, Consultants and Builders are best at delivering.

Analysts will review and compile all initial data which is then analysed against the Initial Feasibility extensive compliance required to determine how it meets the overall strategy and how capital performance can be maximised.

Once the opportunity has been evaluated and it is determined that it aligned with, Due Diligence or exceeds the minimum values of the initial feasibility, it is reviewed by engineers, planners, valuers and property researches for final assessment and reporting.

Our Board will make its judgement on the suitability of the opportunity based on the Board Approval Due Diligence report and where appropriate, will approve a binding offer to the Vendor.

Product All of the key data is refined and the details of the opportunity are consolidated into Disclosure documentation that satisfies the rigorous framework of an Australian Financial Statement Services License.

23 6.3 Financial Products at all levels of the capital stack

As a result of our vertically integrated business model, we have complete control over the timing and structure of property-based financial products and are able to offer investment products at all levels of the capital stack. This includes the financial product facilitating the equity, preference equity and debt allocations for each project managed by our internal team.

An overview of the various VentureCrowd financial products offered during the course of a property development project, including average return ranges and general risk levels, is set out below.

Project Stage Financial Product

Stage 1 – Acquisition Equity High Growth Property Fund ROE ranges from ~25% to ~35%. Risk Level: High Equity product offering equity risk and return in the earliest stages of a property development project. Funds raised at this stage are typically used to settle the acquisition of the property, engage consultants and undertake any additional regulatory approval works

Stage 2 – Civil works Preference Equity / Mezzanine Debt Super High Yield Fund Fixed return ranges from ~9.5% to 12% p.a. Risk level: Medium Preferred equity or mezzanine loan product offering a fixed return through the issue of preference shares or via a mezzanine loan facility in the second stage of a property development project. Funds raised at this stage are typically used to fund civil works and prepare the project for housing construction.

Stage 3 – Construction First Mortgage Loans Fixed return ranges from ~6.5% to 8% p.a. Risk level: Low First mortgage loan product offering a fixed return backed by a first registered mortgage security. Funds raised at this stage are typically used to fund construction works and settle sales of completed dwellings.

24 6.4 Property Revenue Model

VentureCrowd’s property development strategy involves developing residential properties across Australia, starting with the high growth areas of South East Queensland, then extending into other Australian states and territories over the next three years. Over the course of a property development transaction from project identification through to completion, VC has the ability to earn the following revenue streams:

Capital raising We typically earn 1% to 3% commission on all capital raised from crowd investors on property fees developments.

Development For VC identified and managed development projects, VC earns property development fees over management the life of the project. We have benchmarked all future property management fees on our fees Pimpama project (see Section 6.11) which broadly aligns to our financial expectation on future projects.

In line with our results on existing and completed projects, we will earn revenues equal to ~20% of the capital raised for projects (being crowd capital and funds provided from the underwriting fund). This equates to a much smaller percentage development fee of the total project cost (~4-6%) and is derived and spread over a 24-month project life from the time funds are raised through to sale of the final property.

Sales VentureCrowd Property Projects has been recently established to manage property sales for the commission VC developed properties and earn sales commission. These fees are in line with market rates for fees real estate agencies at 3% of the individual property sale price. VC has assumed a flat sales price over the forecast period of $400,000 per property sold which is in line with market rates for properties in the SE Queensland market. VC estimates it can sell the properties within six months of construction being completed.

Property JV On VC developed property projects that are developed in conjunction with HomeCorp, VC may equity share contribute initial equity funding to the project (funds to come from the Underwriting Debt Facility). This funding is effectively the equity contribution of VC and HomeCorp, and the entities share in any residual profits of the property development in line with its respective shareholdings.

Funds VC has acquired an operating majority of Guardian Securities Limited, which holds an management authorisation to act as the Responsible Entity of a number of retail managed investment fees schemes. The business earns 1% to 5% per annum on all funds of which Guardian is the Responsible Entity.

Property lifecycle & revenue timing

25 6.5 South East Queensland Strategy - 1,825 Keys Collaboration

We have created and are progressing with a strategy targeting the growing and vibrant South East Queensland (SEQ) property market called the 1,825 Keys Collaboration, a joint venture between VentureCrowd and HomeCorp Constructions (see section 6.6 for detail). This project has been established to deliver a pipeline of residential development projects in SEQ targeting 1,825 home starts annually over the next 5 years which leverages the respective strengths of the parties and creates a completely integrated property development delivery model.

This ambitious but achievable project underpins a large percentage of VC’s property revenues in the forecast five-year period. The roll out of projects pursuant to this plan is expected to commence in Q3 of FY21.

6.6 Joint Venture with HomeCorp Constructions

For this reason, VentureCrowd has entered into a joint venture with HomeCorp Property Group Pty Ltd (HomeCorp) – one of Queensland’s leading boutique building companies – to facilitate the 1,825 Keys Collaboration. HomeCorp’s construction capability - backed by Toyota Motor Corporation (51% ownership) - enables the seamless construction of attached and detached residential dwellings using proprietary know-how which delivers optimum outcomes based on time, cost and quality. HomeCorp’s process reduces construction costs through faster than expected build times and lower labour costs due to ease of replicability whilst ensuring a high build quality. Project delivery functions are streamlined under cost effective solutions with Homecorp being appointed as the builder on all projects.

With HomeCorp’s superior building methods, focus on delivery quantity over margin and a pipeline certainty, construction costs are expected to be materially lower than the market and delivery is significantly de-risked.

Under the 1,825 Keys joint venture agreement:

● VentureCrowd Development Holdings Pty Ltd (VCDH) has been established as a wholly owned subsidiary of VentureCrowd to be the vehicle by which the JV parties will invest into projects and control capital;

● VentureCrowd is the fund manager, with responsibility for capital raising (including through its equity crowdfunding platform), investor relations and funds management services, and will be appointed the development manager for all projects;

● HomeCorp is the exclusive builder, project manager and selling agent for all projects; and

● VentureCrowd and HomeCorp contribute equity to and receive distributions from the JV on an equal parity basis.

This brings together the capital raising and property development expertise of VentureCrowd and HomeCorp’s construction capability to develop broadacre land sites through to medium density, quality residential housing.

A summary of the typical development process from broadacre land through to residential construction projects is shown on the following page.

26 6.7 Property Development Process

Phase 1 - Superlot Fund (SLF) Projects

● SLF established with equity from VCDH

● SLF forms SL ProjectCo

● SL ProjectCo buy broadacre land suitable for 500 future dwellings

● HomeCorp and VC fund early works

● SL ProjectCo settles land acquisition and subdivides the land into 5 Land Development Funds for sale with assistance from project debt

● Proceeds from super lot sales retires project debt and repatriates equity and profits to VCDH, HPG and VC

Phase 2 - Land Development Fund (LDF) Projects

● LDF established with equity from Crowd Investors (majority) and VCDH (minority)

● LDF forms LD ProjectCo

● LD ProjectCo buys Superlot suitable for 100 dwellings from the SL ProjectCo with equity funds

● LD ProjectCo sells house & land packages to end-buyers, contracting HPG to build houses

● LD ProjectCo subdivides and develops the land into 100 fully serviced house & land packages with assistance from project debt

● Proceeds from house & land sales retires project debt and repatriates equity and profits to VCDH, and Crowd Investors

6.8 Underwriting Facility

VentureCrowd seeks funding from its investor database to fund our proprietary property development projects. However, from time to time, there may be a funding gap for larger projects. As such, we are currently in well-progressed discussions with a global investment fund to secure access to a $65M Underwriting Facility that will be used to plug any cash flow shortfalls which may arise in property projects. The funds contributed from this facility will act as short stop debt to the property development project, ensuring continuity of project funding for land settlements and works.

Having access to this facility will allow VentureCrowd to secure access to more broadacre land development sites and enable the expansion of our property development strategy “1,825 Keys”. A term sheet with this fund has been executed and we are expecting to be able to complete legal due diligence and documentation and to access funds in the coming months.

27 6.9 South East Queensland (SEQ) Property Market

VentureCrowd’s property strategy is focused on supplying affordable, technically superior homes to the largest, most undersupplied and resilient sector of the Australian housing market. This strategy is first being rolled out across the high growth South East Queensland (SEQ) market, before being rolled out into other states.

In a post-COVID19 environment, the model benefits from the lowest interest rates on record and significant Australian Government incentives providing further stimulus to the entry-level housing sector. This includes the Queensland (Qld) first homeowner grant ($15k), Qld stamp duty concession ($8k on a house and $7k on land) and the Federal government’s first home loan deposit scheme (5% deposit with no mortgage insurance, saving $16k).

SEQ will specifically benefit from a number of converging macro factors including lifestyle, historic housing undersupply, strong and increasing demand, large infrastructure projects, population growth that is higher than the national average (and expected to further increase in a post-COVID19 environment).

Other market factors leading to the strength of the Queensland property market include:

● Over the period from Jan 19 to Jan 20, QLD residential industry sales for private new houses were below average compared to the past 3 years. ● The QLD residential market is expected to benefit from strong population growth and migration with estimated population is expected to exceed 6 million in 2030, equating to a CAGR of 1.7%, higher than the average population growth of Australia as a whole ● New house commencements have also remained below average through most of 2019 with a recent uptick in Sep 19, where the number of new house developments increased by 15.5% over the previous quarter to 8,732 ● Median established house prices illustrate a positive trend increasing from Sep 16 to Sep 19 ● Jan 20 total new loan commitments was 15.8% higher y.o.y, supported by record low interest rates helping buyers borrow to purchase homes ● Coupled with the First Home Buyer Scheme (implemented in Jan 20), credit accessibility is expected to ease further ● Qld is expected to experience strong housing demand driven by an improving economy and job creation supported by several large infrastructure projects such as Brisbane Metro, Cross River Rail, Herston Quarter and Queen Wharf ● With remote working becoming commonplace following an extended period of isolation, suburbs outside the Brisbane metropolitan area are expected to experience a higher than average increase in demand as the requirement to commute reduces.

28

6.10 Interstate Expansion

Once the SEQ strategy is fully operationalised, VentureCrowd intends to replicate the strategy in Victoria and New South Wales. The executive team are in early discussions with potential building partners.

6.11 Property Sales

VentureCrowd also operates an internal residential property sales arm – VentureCrowd Property Projects (VCPP) which was launched in November 2020.

Strategically, VCPP is designed to extend our alternative asset investment offering into off-the-plan dwellings in projects we manage whilst allowing the group to earn as revenue amounts which would have otherwise paid to external selling agents. This additional income stream provides further revenue diversification for the business and contributes to the vertical integration of the group.

Targeted at property investors within our database, VCPP currently manages off-the-plan land and property sales for a number of property development projects across Queensland. Its sales team comprises licensed real estate agents and sales professionals with a wealth of experience in off-the-plan property sales.

The sales commissions payable to VCPP together with the marketing cost allowances in respect of the sales program are in line with market rates and have been fully disclosed in the project feasibility.

This is another arm of our business that allows for maximum vertical integration whilst also enabling us to offer more diverse alternative assets investment products to our investor base.

29 6.11 Case Study: Cornerstone Village, Pimpama

VentureCrowd and HomeCorp are currently developing super lot and land development projects in some of Queensland’s most desirable locations. Cornerstone Village in Pimpama is an excellent example of this powerful collaboration. The project is designed and built by HomeCorp, with funding and development management by VentureCrowd.

To fund the project, VentureCrowd raised $7M from its crowd investors, with the investors holding units in a unit trust which holds equity in the underlying project. VentureCrowd’s in-house property development team manages the project from commencement to eventual sale of the properties earning significant revenues throughout the project (outlined below). This project and its financial outcomes is the basis of our financial forecasting for similar property development projects over the forecast period. This is further discussed in Section 12.

Project Highlights

● 76 architecturally designed townhouses ● Project completion: 22 months ● Sales price of ~$400k plus GST ● High growth suburb ● DA and operational works approved ● Strong capital growth and high rental ● Construction commenced yields

Financial Feasibility Summary

Revenue $29,577,218 (net of direct selling costs, excluding GST)

Total costs $25,141,481 (excluding GST)

Net Development Profit $4,435,737 (return to investors)

Equity IRR 23.63%

Equity Contribution $7,000,000

Peak Debt Exposure $7,751,669

Equity to debt ratio 59.60%

30 Financial Returns to VentureCrowd

VentureCrowd through its creation and facilitation of proprietary property development projects, effectively functions in the roles of property developer, project manager, funds manager, fundraiser and real estate sales agent. This vertically integrated business operation allows us to secure maximum wallet share on these high-margin property projects and allows us to realise significant profits.

The table below, outlines the fees earned by VentureCrowd throughout the Pimpama project and, as noted previously, is the basis on which our forecast financial modelling for the property business has been predicated (subject to some differences due to key operational and business improvements).

VentureCrowd income $ Description

Capital raising fee $70,000 Commission of 1% on the raising of the funds from the crowd

Development management $1,448,804 Development management fees payable to revenue VentureCrowd as the development manager. Equates to c.20.7% of total equity requirement of the project, or 4.9% ● Development of the total net income of the project. management fee ● Due diligence cost Fees are in line with standard project management fees reimbursement charged by property development businesses. ● Professional fees ● Less: professional fee expenses

Sales commissions on sold - In this project, VentureCrowd will subcontract the sale of properties the Pimpama properties to HomeCorp to market and sell.

As noted in Section 6.10, VC has established its own VentureCrowd Property Projects business which will be responsible for marketing and selling the constructed properties. This will increase VC’s share of income from future property development projects.

Funds management $210,000 Funds management fee of 1.5% per annum for the life of revenue the Project.

Net revenue to $1,728,804 VentureCrowd

Property JV equity share - Pimpama project has been funded fully by VC’s crowd investors therefore no equity investment by VentureCrowd / HomeCorp is required for this project.

If VentureCrowd has contributed equity to this project, it would share in some of the net development profits in line with its respective equity shareholding.

31 7. FUNDS MANAGEMENT

The VentureCrowd Group holds two AFSLs and internally operates the necessary legal, financial and compliance teams to undertake the funds management function. This integration of core financial services capability gives the business control over all key aspects of the operational process and enables financial products to be developed and distributed with optimal efficiency.

Our funds management capability complements our property and venture capital businesses, providing assets to underpin our funds.

7.1 Integrated Financial Services Capability

The VentureCrowd corporate group includes two subsidiaries that hold Australian Financial Services Licenses (AFSLs), being:

1. VentureCrowd Pty Ltd, holding AFSL No.503381 which includes, inter alia, an authorisation to operate a crowd sourced funding platform under the new equity crowdfunding amendments to the Corporations Act 2001 (Cth); and

2. Guardian Securities Limited (Guardian), holding AFSL No.240506 which includes, inter alia, an authorisation to operate retail managed investment schemes registered with ASIC and to act as a Responsible Entity.

Collectively these valuable AFSLs enable VentureCrowd to provide a comprehensive range of financial services to both wholesale and retail investors. Many of the authorisations have not yet been completely exploited, leaving room for further growth of VentureCrowd’s funds management offering.

7.2 Guardian Securities Limited

VentureCrowd has acquired 51% of Guardian and holds an option to acquire the balance. The acquisition of the first tranche of equity in Guardian also conferred operational and board control. VentureCrowd’s CEO is also the Managing Director of Guardian and is responsible for its day-to-day operation, together with members of the VentureCrowd legal, finance, compliance and investor relations teams.

The business intends to acquire the remaining equity within 12 months. Given existing operational control, VentureCrowd does not consider it necessary to bring forward the acquisition of the balance.

7.3 VentureCrowd Funds

VentureCrowd Pty Ltd establishes and manages the wholesale managed investment schemes (MIS) that are offered by the business.

Each wholesale MIS is structured as a special purpose unit trust which holds a single financial product. This is typically a number of securities of the same type that are issued by a company raising capital in a particular round.

32 These funds are not required to be registered under Chapter 5C of the Corporations Act and require a less complex legal, disclosure and compliance framework than the retail funds issued and managed by Guardian.

VentureCrowd also operates two always-available wholesale property funds with their own sub-brands. These funds take an equity position (High Growth Property Fund) and a preferred equity position (Super High Yield Fund) in property development projects originated and managed by VentureCrowd’s in-house development management team, exclusively available to VentureCrowd members.

The High Growth Property Fund is a fund that invests in the equity component of a single property development project. The product is designed for investors seeking high capital growth and that have a moderate to aggressive risk appetite. Funds raised at this stage are typically used to settle the acquisition of the property, engage consultants and undertake any additional regulatory approval works. Investment type: Equity Return: ~25% to ~35% ROE Risk Level: Medium to High

The Super High Yield Fund is a fund that invests in the preference equity or registered mortgage debt component of a single property development project. The product is designed for investors seeking high yield that is secured by either a preferential equity position or, in some cases, a first or second registered mortgage security over real estate. Funds raised at this stage are typically used to fund early civil works. Investment type: Preference Equity Return: Fixed return ranges from ~9.5% to 12% p.a. paid monthly Risk level: Medium

7.4 Guardian Funds

Guardian issues and manages the retail managed investment schemes (MIS) that are offered by the business.

These funds are required to be registered under Chapter 5C of the Corporations Act and require more complex legal, disclosure and compliance framework than wholesale funds.

Guardian manages the following property funds:

● Development Income Fund - $29.7M under management ● SMSF Property Fund - $8.1M under management ● VentureCrowd Mortgage Fund facilitated by the Fundi App (launching mid to late 2021)

33 8. PLATFORM TECHNOLOGY

VentureCrowd’s technology platform digitises the entire investment process, providing investors with access to alternative asset classes through an intuitive interface focused on user experience. In the next phase of growth, the platform will evolve to further personalise products, create connected communities and deliver compatible financial services through a single investor-centric hub. 8.1 Overview

VentureCrowd’s platform is built upon a mix of technology, brand, and marketing. It has been designed with both customer experience and scalable business growth as a priority.

Today, the platform is an automated, integrated digital marketplace that connects founders and investors, and seamlessly facilitates the entire investment process – from customer acquisition and automated nurturing, through to investor onboarding, investment execution and portfolio management.

The technology roadmap for VentureCrowd has been structured in three phases (defined as ‘Horizons’), summarised as follows:

1. Horizon 1 (Core) – Fully digitised investment process focused on heightened customer centricity and rich data capture

2. Horizon 2 (Connect) – Personalised products & connected communities

3. Horizon 3 (Open) – Open, accessible API framework, aligned to open banking

The next stages of our platform growth strategy is focused on our vision of a scalable, investor defined investment experience that can connect and manage all stakeholders in the life cycle of the product, which we call Open VC™.

When Horizons 2 & 3 are complete, VentureCrowd will be a central hub for investors and founders, offering personalized products to connected communities of like-minded investors, and aligned to open banking.

A portion of the funds raised from this offer will be used for the development of Horizons 2 & 3 of our Open VC™ platform.

34 8.2 Horizon 1 – Core

Horizon 1 is now fully operational and managing millions in funds across scores of projects with over 57,000 registered members. The platform today facilitates capital raising for alternative asset classes, including ventures, property and credit, to be conducted digitally from a large crowd that includes retail and wholesale investors. Access and transparency is consistent for all users and the platform has a significant focus on tailored digital journeys and education.

The platform is designed to capture and store all relevant data about products and investors. This allows the platform to match opportunities to investor preferences and also to inform future deal types based on known demand. In the next stage, this digital matching process is being refined and further improved.

These core platform features give VentureCrowd a single and connected source of truth for all relevant business and investment information, and the ability to use that rich data to truly listen to our investors and tailor their experience through digital journeys and product offerings. By using the data to analyse behaviour and draw insights, we can build demand-driven offers which are personalized and optimise the capital raising process.

An overview of the transaction process and the technology features that support each phase is set out below.

Transaction Process & Technology

35 8.3. Horizon 2&3 – Moving to OpenVC™

The second phase of our Open VC™ platform strategy (Horizon 2 – Connect) will facilitate the development of communities of like-minded investors driven by like-minded purposes, creating a network effect through a shared ‘sticky’ platform with VentureCrowd as the hub. Always-on insights and data will inform our content, messaging and product releases, allowing us to curate deal flow that is demand-driven and close capital rounds faster. Think of it as a social network, for purpose-driven investors.

In the third phase (Horizon 3 – Open), VentureCrowd will launch:

● an Open API framework allowing a range of financial services to be delivered through partnerships with other FinTechs and further building the ‘stickiness’ of the platform for our members; and ● its secondary trading platform, addressing the issue of liquidity in alternative asset investing and creating another compelling hub feature.

Connectivity will be established to allow services such as neobank savings account access, wealth planning, self-managed super fund establishment as well as complimentary investment products and financial services to be digitally enabled via your VentureCrowd account access.

Enabled through a suite of Salesforce tools, AI integration, a Heroku development platform, and the Open API framework, the investor communities will operate autonomously and to bring together a consolidation of complimentary FinTechs, with VentureCrowd as the facilitator and the hub of all of that activity.

8.4. Technology Stack – Structuring for speed, evolution & demand

The platform has been built, and continues to develop, to adapt and evolve with the changing demands of clients, devices, products and personalisation, and to allow a seamless rollout into Asia (or other foreign markets) in due course. Variations in regional compliance are the only variation to process within the technology workflows and flexibility has been designed into the investor journeys to allow for this.

As a platform, it is low risk, with the customisation around investor experience being predominantly built within the Salesforce environment and the applications based functionality completing the technology stack to provide a secure community.

The core component of this is the end to end Salesforce platform consisting of Audience studio, Social studio, Marketing cloud, Trailhead, Communities, Salesforce CRM and Heroku wrapped by an API ecosystem.

36 9. BRAND & MARKETING

VentureCrowd has built strong brand equity through carefully developed brand positioning, a laser-sharp focus on core messaging and a combination of paid and earned marketing. That strategy has given the brand a leadership voice in the Australian property and venture capital market.

9.1 Brand Positioning

VentureCrowd’s brand position is to find and fund the future. A future that is good for investors, founders and humanity. This purpose-driven positioning directly addresses the growing demand from the next generation of investors for investment opportunities that not only have the potential to deliver strong financial returns but also contribute to a better world.

We believe these emerging social values, beliefs and attitudes are strong predictors of consumer behaviour which will be the drivers of global brand resonance.

An essential element of VentureCrowd’s brand DNA is also its credibility as a thought leader with deep technical expertise in alternative assets and investment markets. This credibility is critical to investor trust and has helped to build the organisation’s reputation as a platform for quality investment opportunities. Our technical expertise is delivered through a combination of written, live and video-based thought leadership content which is distributed through owned channels as well as external media.

This approach - grounded in purpose, technical expertise and thought leadership - materially differentiates VentureCrowd from others and supports our ambition to become the leading global digital alternative assets platform.

37 9.2 Brand Awareness

VentureCrowd uses a refined combination of strategies to generate brand awareness, including:

● Website ● Electronic direct marketing ● Social media direct marketing ● Social media paid advertising ● Search engine optimisation ● Search advertising ● Live webinars ● Earned media (including interviews and the publication of opinion pieces)

9.3 Search Results

Today, 10 of the 15 keywords that are core to the VentureCrowd business rank on the first page of a Google AU search, with the following keyword searches ranking No.1:

1. Venture Capital Sydney 2. Venture Capital Brisbane 3. High Yield Investment

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9.4 Digital Nurturing Journeys

Following the brand awareness stage, detailed digital customer journeys have been developed to guide potential customers through the investor education, onboarding and investment processes (including KYC/AML checks).

These journeys have been built to minimise human interaction and reduce the cost of customer acquisition. Refer to Section 8 for further details. 9.5 Customer Acquisition

As a result of these strategies, VentureCrowd’s registered members have grown to over 57,000 and active investors to nearly 2,000 since inception.

These strategies, together with ongoing brand building initiatives, will build on the significant brand equity created to date and position VentureCrowd to deliver our customer acquisition growth targets. We believe our market position, skilled team and platform will ensure that we can continue to deliver growth in registered members to over 200,000 and active investors to over 21,000 across Australia and Asia by the end of FY23. VentureCrowd’s current customer acquisition cost of $529 per investment for ventures and $6,553 per investment for property is forecast to reduce to $167 and $658 respectively by June 2024.

FY17 FY18 FY19 FY20 FY21 FY22 FY23

Registered Members 13,168 24,121 37,299 39,389 77,768 140,881 205,681

Investors 1,044 1,343 1,643 1,889 4,029 10,183 21,503

Total investments 226 134 507 451 2,140 6,154 11,320

39 10. CORPORATE SOCIAL RESPONSIBILITY

A key tenet to our business is to ensure all of our activities make a contribution to a better future, for investors, founders and humanity. Two important initiatives in that strategy are our alignment with global sustainable development objectives and, more locally, supporting the education of underprivileged children.

10.1 The Smith Family Partnership

VentureCrowd’s mission is to find and fund the future, together. That means finding extraordinary people and supporting them to do extraordinary things.

Currently, one in six Australian children and young people live in poverty. Any one of those kids might have the potential to change the planet, if only they had the opportunity. VentureCrowd and The Smith Family are firm believers that supporting their education is the key to helping them reach their full potential and build better futures for themselves and future generations.

That’s why VentureCrowd has partnered with The Smith Family to support its Learning for Life and Kidpreneur programs.

10.2 United Nations Sustainable Development Goals

As a purpose-driven organisation, VentureCrowd has built purpose into its opportunity assessment criteria. One of the ways VentureCrowd assesses purpose is guided by the UN Sustainable Development Goals (SDGs).

Announcing the current SDGs at UN Headquarters in New York in September 2015, UN Secretary-General Ban Ki-moon said “The seventeen Sustainable Development Goals are our shared vision of humanity and a social contract between the world’s leaders and the people … They are a to-do list for people and planet, and a blueprint for success”.

The 17 goals and 169 targets are focused on wiping out poverty, fighting inequality and tackling climate change over the next 15 years. The SDGs were adopted unanimously by 193 Heads of State and other top leaders at the 2015 summit.

40 10.3 Purpose Driven Ventures

VentureCrowd believes that every new dollar invested in a company that is addressing even one of these goals, begins to make a difference.

VentureCrowd’s contribution to this lofty vision is just the beginning, but we are proud of the start we, together with our investors, have made so far.

The companies below are a good example of some of our recent investments that demonstrate how our investors are making meaningful contribution to tackling some of the world’s greatest sustainability challenges.

41 11. TEAM

Our team has been carefully selected to meet the skill sets required by our business which is multi-faceted, diverse and ambitious.

11.1 The Executive

The VentureCrowd Board and Senior Management are experienced executives in funds management, alternative assets and entrepreneurship, who are well placed to drive the business toward its growth objectives.

Steven is a corporate lawyer and former PWC partner specialising in venture capital, funds management and financial services. He has advised on many of Australia's leading VC funds and co-founded VentureCrowd. Steven is also a Partner and member of the Innovation Advisory Council of the Real Tech Ventures Fund and sits on the Advisory Board of a number of high-growth companies. Steven is regularly called upon to give market commentary and to speak on the topics of property finance, venture capital, alternative finance and funds management. Steven is admitted a legal STEVEN MAARBANI practitioner of the Supreme Court of New South Wales and holds a Director, CEO & Executive Master of Laws degree from the University of Sydney. Chair Steve leads the legal, funds management and compliance functions of the business, and acts as the public facing brand ambassador.

Darren spent 20 years in senior executive roles with large industrial companies, including as COO of WesTrac. He has led finance and operations functions and transitioned several large acquisitions during his career. Darren holds an Engineering Degree from DARREN TASKER University of NSW and is a Harvard Business School Alumni (GMP 2009). Executive Director, Technology Lead Darren leads VentureCrowd’s platform and technology development initiative.

Garth is a seasoned entrepreneur with experience leading growth from scale-up through to exit.

He was the Co-Founder and Managing Director of Inflight Logistic Services and Inflight New Zealand, which were sold to Gate Gourmet. Following the sale, Garth remained Managing Director as GARTH YOUNG the group was floated on the Zurich stock market. Director

42 David is a former lawyer and a senior property development executive with over 25 years’ experience with some of Australia’s leading property organisations. David was previously the Queensland General Manager for Grocon, State Director for Multiplex Developments and Project Director for Laing O’Rourke. David specialises in strategy, acquisitions, disposals, structuring, project initiation and approvals of institutional DAVID WHITTING grade real estate assets across the commercial, residential, retail and hospitality categories. Property Director David leads VentureCrowd’s property team.

Marc is a Chartered Accountant with over 20 years’ international experience in regulated organisations including over 15 years specialising in funds management. He has extensive experience in building multinational finance functions subject to European, North American and Asian taxation and financial regulatory regimes. Marc holds a Bachelor of Business from MARC BROOKS QUT and is a member of CAANZ. Finance Director Marc leads VentureCrowd’s finance team.

Aaron's drive is operational execution and efficiency having spent the last 18 years holding senior management roles in complex cross-functional operating environments Executing through long-held 6 Sigma and Lean degrees Aaron is passionate about building and using real-time data to make informed decisions, ultimately driving performance and creating an agile business. Spending many years working within Kerry Stokes controlled Seven Group Holdings managing a number of large start-ups and mergers. AARON RUMER Aaron understands what it takes to go from strategy to execution whilst ensuring that culture and performance are not Chief Operating Officer left behind.

Aaron leads VentureCrowd’s operations

Glen is one of Australia’s leading brand and creative executives, having held former roles including National Director of the Australian Graphic Design Association, NSW President of the AGDA, Director of Innovation Strategy at Deloitte and Creative Director & Head of Brand Identity and Brand Experience at Ideaworks. Glen has led the creation and implementation of some of Australia’s most loved brands including Dymocks, GLEN BARRY Raine & Horne, King Gee, Big W and Oporto.

Chief Brand Officer Glen leads VentureCrowd’s brand identity and customer experience.

43 11.2 Organisational Structure

44 12. FINANCIAL OVERVIEW

12.1 Basis of Preparation

To support the business plan and establish the financial targets for the business, VentureCrowd has developed a financial model for the financial years from 1 July 2020 to 30 June 2024. The financial model is based on management estimates and assumptions. The following is noted:

● This section outlines the key revenue streams and operational expense assumptions that form part of the business plan ● All figures are presented in Australian dollars ● Revenues and expenses are presented net of GST and post-income tax ● The financial model and associated historic management accounts have not undergone an audit or review for technical accounting or tax treatment ● The financial information presented is subject to rounding.

12.2 Overview

The business is forecasting revenue growth from $6.5M in FY20 to $65.7M by FY24, driven by: ● SEQ Strategy (1,825 Keys Collaboration) - VC’s SEQ property strategy, which involves raising capital and internally developing high margin, proprietary property developments whilst bringing VC’s financial technology platform to a sector that has yet to truly experience significant technological disruption. This strategy will see VentureCrowd earn revenues at all stages of the property development cycle and underpin the performance of the business. ● Retail Crowdfunding - The introduction of VC’s retail crowdfunding capability, which will allow retail investors to participate in crowdsource funded venture capital opportunities (due to launch Q1 2021). This is forecast to drive significant growth in the investor database, capital raising volumes and commission revenue. ● Growth Services - The launch of VC’s Growth Services business, which will generate another significant new revenue stream and help optimise capital raising campaigns thereby increasing capital raising volumes and commissions. ● South East Asia - Expansion into South East Asia where demand for Australian alternative assets (particularly property) is strong, crowd sourced funding is generally more advanced and venture capital transactions are greater in number than in Australia.

45 12.3 Path to Exit

VentureCrowd is targeting the following business metrics by the end of FY24:

● FY24 Capital Raised = 251,700,000 ● Total Capital Raised = $686,400,000 ● FY24 Revenue = $65,729,000 ● FY24 EBITDA = $38,128,000 ● FY24 EBITDA Margin = 58% ● Total Registered Members of 270,481

If those metrics are achieved, the board expects the business to be valued at between $197M and $328M, which reflects the current valuation range of 3x to 5x revenue for comparable fintech businesses.

The exit options for the business include:

● Trade Sale - trade sale to similar businesses operating in a more mature market and seeking an immediate Australian market footprint; or ● IPO - listing on the Australian Stock Exchange or an exchange in Asia.

ACTUAL FORECAST ($000) FY20 *FY21 FY22 FY23 FY24

Revenue 6,586 9,816 25,725 40,999 65,730

Operating 5,701 7,122 16,533 22,149 27,603 costs EBITDA 885 2,694 9,192 18,550 38,127

EBITDA 13% 27% 36% 46% 58% margin

*FY21 forecast based on Feb-21 year-to-date actual figures and remaining four months of FY21 budget

46 12.4 Historical performance

$000 FY19A FY20A HY21A ● In FY20, VentureCrowd delivered over $6.5M

Revenue of revenues, predominantly consisting of property revenues from internally Venture capital 144 194 301 generated and developed projects Funds Management - Venture - 39 141 including Pimpama, Glenvale capital and Park Avenue. Revenue from property reflects the success of the SMSF Properties Property 4,187 4,535 2,340 merger in May 2019 Funds Management - Property 1,039 1,818 1,313 and demonstrates the capability Total revenue 5,370 6,586 4,095 of VC’s property team.

Direct costs ● Prior to the COVID-19 pandemic impacting Venture capital 353 526 312 investment markets in Australia in March 2020, we were on track to derive $10M Property 623 3,662 359 revenue for the year ended 30 June 2020. Funds Management 999 38 374 As the impacts of COVID-19 on investor sentiment continue to ease, the Business is Total direct costs 1,975 4,226 1,045 expecting to return to pre-COVID-19 Gross profit operating levels and is well placed to deliver Venture capital 209 332 (11) growth in revenues going forward.

Property 3,564 873 1,981 ● VC achieved profitability in FY20 of $215k – a Funds Management 40 1,819 1,080 significant milestone for the Business. The ability to scale operations efficiently will Total gross profit 3,395 2,360 3,050 allow VentureCrowd to continue to Gross profit margin 63% 36% 74% generate and grow profits over the forecast Expenses period.

Indirect employee costs - 780 1,020 ● The Business focused on property Professional services 24 158 283 developments in FY20 whilst refining its marketing strategy to better target and Other operational expenses 3,684 537 1,140 convert investors and focused on the build Total opex 3,708 1,475 2,443 out of its technology platform.

EBITDA (313) 885 607 This impacted venture capital deal flow and resources, with further impact felt from the EBITDA margin (6%) 13% 15% COVID-19 pandemic. VC has seen deal flow Depreciation 190 158 99 returning to pre-pandemic levels in the first half of FY21. Interest expense 413 512 451

Net profit before tax (916) 215 57

Tax expense - - -

Net profit after tax (916) 215 57

Source: Management accounts

47 Current year performance (Jun-Dec 2020) ● VentureCrowd has exceeded our half year FY21 revenue forecast whilst maintaining positive earnings in the face of the continuing challenges faced in global and domestic investment markets from COVID-19. ● This favourable result was driven by strong property-related capital raising activity in December and supported by targeted cost management initiatives throughout the half year. ● We expect revenues to grow significantly in the second half of FY21 to enable us to meet our revenue forecast for the year of $9.8M. With our extensive deal flow and property project pipeline, as well as key strategic and financial initiatives in train, we expect to meet our forecasts. Key Revenue Items ● The Business historically has derived revenue from its ventures operations in the form of campaign fees and capital raising fees. ● Property revenues comprise capital raising fees and property development fees. ● Funds management revenues are fees for managing and administering funds. ● See sections 5.2 and 6.4 for details on the revenue models. Key Expense Items

● Direct costs include marketing costs in relation to both targeting investors and marketing for property and venture campaigns, as well as direct staff involved in operating activities. ● Indirect employee costs relate to head office and administrative staff supporting the broader business. Direct employee costs relating to each revenue arm of the business are captured in direct costs Key metrics

● The table below provides a summary of our key business metrics driving our financial performance.

● FY20 venture deal flow reduced as a result of COVID-19 impacts on investment markets, noting we were able to generate strong revenues on the back of a shift into property projects ● Based on Feb-21 year-to-date performance, we expect to meet, if not surpass our FY21 forecast metrics.

ACTUAL FORECAST

FY19 FY20 YTD21 FY21 FY22 FY23 FY24 Venture campaigns 22 11 8 17 40 54 74 Property projects n/a 6 3 commenced 3 8 17 23 Capital raised ($000) 20,101 17,200 17,587 40,300 107,600 160,300 251,700 Cumulative capital raised 166,800 274,400 434,700 686,400 ($000) 109,300 126,500 144,087 Investors database 37,763 39,389 61,300 77,768 140,881 205,681 270,481 Average investment per investor ($) 39,647 38,037 52,381 18,806 17,485 14,158 14,625 Investments during year – retail investors 247 129 - 1,052 4,332 8,319 12,582 Investments during year – wholesale investors 260 322 365 1,089 1,822 3,001 4,630

48 12.5 Forecast performance

$000 *FY21F FY22F FY23F FY24F ● The adjacent table presents the annual forecast profit and loss statement for the Revenue four-year period from FY21 to FY24. Venture capital 852 3,421 8,240 13,051 ● VentureCrowd has forecast revenue growth Funds Management - 558 2,909 5,670 10,117 from $6.5M in FY20 to $65.7M by the end of Venture capital FY24, representing a CAGR of 78%. Property 6,459 17,760 24,533 38,114 ● Profitability is expected from FY22 onwards Funds Management - 1,947 1,634 2,557 4,447 driven by the continued growth of the Property property business, underpinned by strong Total revenue 9,816 25,724 41,000 65,729 development margins and complementary vertical services such as sales of completed Direct costs dwellings and obtaining funds management Venture capital 1,126 3,320 4,536 5,348 fees on property related funding. Property 2,376 8,631 12,964 16,609 ● The Business is forecast to rapidly expand its

Funds Management 573 608 589 598 annual property deals from 3 in FY21 to 8 in FY22 with the execution of a $65M Total direct costs 4,075 12,559 18,089 22,555 underwriting facility that will provide upfront Gross profit capital to development projects where a funding gap may exist from the crowd. Venture capital (274) 101 3,704 7,703 ● Ventures are forecast to grow to 35% of total Property 4,083 9,129 11,569 21,505 revenue by FY24, driven by significant Funds Management 1,932 3,935 7,638 13,966 investment in brand awareness with a Total gross profit 5,741 13,165 22,911 43,174 forecast increase in annual venture deals from 11 in FY20 to 74 in FY24 coupled with a growth Gross profit margin 58% 51% 56% 66% in average deal size resulting in larger capital Expenses raising fees for VC. VC’s venture business will Employees 1,286 994 1,196 1,402 also be supported by the addition of growth services activities that will provide constant Professional services 350 303 468 562 recurring monthly revenues. Other operational 1,411 2,676 2,397 3,082 ● To achieve the growth in investor network and expenses brand awareness, VC will focus on key Total opex 3,047 3,973 4,061 5,046 marketing activities (to attract new investors EBITDA 2,694 9,192 18,850 38,128 and promote campaigns) which will increase as the volume of property and venture EBITDA margin 27% 36% 46% 58% campaigns scales. The Business expects its Depreciation 156 282 386 442 customer acquisition cost to decrease due to Interest expense 571 450 225 - efficiencies achieved in relation to marketing activities contributing to EBITDA margin Transaction costs 400 - - - improvement over the forecast period. Net profit before tax 1,567 8,460 18,239 37,686 ● Furthermore, the Business forecasts to Tax expense - 2,115 4,560 11,306 increase its FTEs from 15 to 58 by FY24 to Net profit after tax 1,567 6,345 13,679 26,380 support its volume of opportunities across its key business arms.

Source: Management accounts and management’s financial model (*FY21 forecast based on Feb-21 year-to-date actual figures and remaining four months of FY21 budget)

49 12.6 Balance Sheet

This summary balance sheet outlines the key financial assets and liabilities of the group:

$000 FY20 FY21F Debt funding (1,825 Keys Collaboration) The Business is in the process of securing ASSETS an underwriting facility from a major Cash 452 6,932 global investment fund. This facility will be Trade debtors 2,953 818 utilised to provide gap funding for the projects that make up the South East PP&E and intangibles 786 1,862 Queensland Strategy (1,825 Keys Collaboration), mitigating the risk of Investment in property - 10,931 construction delays that can result from crowd funding shortfalls (which we expect Goodwill 12,571 12,571 to reduce completely by the end of the Total assets 16,764 33,114 forecast period). This debt funding to VC’s corporate entity will enable the VC group LIABILITIES to acquire equity interests in property Trade creditors 979 739 development SPVs through its wholly owned subsidiary VentureCrowd Unsecured borrowings 490 - Development Holdings Pty Ltd (see Section 6 for further detail). Debt funding (1825) - 10,931 Acquisition of Guardian Securities (49%) Other liabilities 1,083 670 $343,000 will be committed to acquire the remaining 49% of ordinary share capital of Total liabilities 2,552 12,340 Guardian Securities Ltd. Net assets 14,212 20,774 Debt retirement EQUITY The business has minor liabilities relating to unsecured debt used by the business in Ordinary shares 18,191 23,191 the past to facilitate growth. VC is committed to the retirement of unsecured Redeemable cumulative preference 2,780 3,000 debt which has been historically lent at shares rates exceeding 20%. The interest on this Opening retained earnings (6,974) (6,759) debt has mostly been accrued to date with interest accumulated on a simple interest Current period retained earnings 215 1,342 basis (i.e. not compounding). Some debt is sought to be paid out from the funds Total equity 14,212 20,774 raised from this equity round, with the remainder funded out of cash flows in future years. Source: Management accounts and management’s financial model

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A FUTURE THAT IS GOOD FOR INVESTORS, FOUNDERS AND HUMANITY

CONTACT:

Steven Maarbani CEO, VentureCrowd M: 0411 24 46 36 E: [email protected]

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