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Information Memorandum 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
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