Incubara Capital Corp.

Incubara Capital Corp.

• Company Website: www.incubaracapital.com
• Head Office Address: 908-510 Burrard Street, Vancouver, BC, Canada V6C
• Company Phone No: 1-604-608-6314
• Company Email Address: info@incubaracapital.com

Business

The Issuer is an investment company focused on investments in high potential disruptive technologies. While the Issuer does not plan to invest directly in crypto-currencies, its investee companies may invest in or otherwise have businesses related to crypto-currencies or other crypto-assets. The Issuer plans to operate as an incubator and provide funding and business development consultancy services to investee companies or projects, which will eventually be divested by the Issuer. The Issuer intends to generate returns upon the divestiture of its investments.

The Issuer will use the experience, expertise, and access to deal flow of its founders, management and board of directors (“Board”) to make opportunistic investments in disruptive technology companies with innovative models and expertise in the markets offering attractive or very attractive prospective risk-adjusted returns over the investment’s horizon. These investments may take the form of equity, debt, or other securities in private or publicly-traded companies, and the acquisition of all or part of one or more businesses, portfolios or other assets.

Business Strategy

The following guidelines direct the Issuer’s investment strategy:

The Issuer aims to invest opportunistically, with a preference for equity and equity-related securities, although investments in early stage ventures may be in the form of convertible notes or loans. The nature and timing of the Issuer’s investments will depend, in part, on available capital at the time and the investment opportunities identified and available to the Issuer.

The Issuer has no restrictions on the size or market capitalization of companies or other entities in which it may invest, although the Issuer expects to focus its investments in private companies at the seed level or series A round, with a preference for businesses that are post-revenue. The Issuer aims to make investments of a magnitude sufficient to contribute meaningfully to shareholder value upon success, but not so large as to represent an unacceptable level of risk. With investments in private entitles, the Issuer plans to structure the size of its investments to allow for potential follow-on investment where warranted.

The Issuer has no specific policy regarding investment diversification. Each investment will be assessed on its own merits and made based upon its perceived potential to generate the targeted level of gains for the Issuer.

The Issuer has no strong geographic preference and will consider investments in North America and internationally where the risk-reward analysis is compelling.

Different investments will have different timelines and strategies for development to maturity. The Issuer expects to hold most investments for a 12 to 36-month period at minimum, with the goal of achieving a venture rate of return on investment. The Issuer will have a clear exit strategy for its investments in private companies, which may involve an initial public offering, or a trade sale to another company, or some other liquidity event.

The Issuer expects to take an active role in private investment situations and private investee companies where the involvement of the Issuer can contribute to the success of the Issuer’s investment. This may take the form of involvement in management or board representation or both. In deciding to invest in a public company, the Issuer will do so where there is the opportunity for the Issuer to become actively involved in the public company’s management and have influence over strategic direction.

The Issuer may, from time to time, use borrowed funds to purchase or make investments or to fund working capital requirements, and intends to make investments jointly with third parties where possible, to reduce investment risk.

Depending upon the Issuer’s assessment of market conditions and investment opportunities, the Issuer may, from time to time, be fully invested, partially invested, or entirely uninvested so that the Issuer is holding only cash or cash-equivalent balances while it seeks to redeploy its funds in attractive investment opportunities. Short-term uninvested funds may be placed into high quality money market investments, including government treasury bills and notes, certificates of deposit, and corporate commercial paper.

The Issuer will not purchase or sell commodities, purchase the securities of any mutual fund, purchase or sell real estate, purchase or sell mortgages, or purchase or sell derivatives.

From time to time, the Board may authorize such additional or other investments outside of the guidelines described herein as it sees fit for the benefit of the Issuer and its shareholders. Although no such investments are currently planned, if the Issuer invests directly in tokens or coins or other crypto-currencies, the Board will adopt accounting and valuation protocols in accordance with best practices and professional advice appropriate to the valuation of the crypto-assets.

In making its investment decisions, the Issuer will do so with a view to satisfying applicable stock exchange criteria for an investment issuer and avoiding characterization as an investment fund under securities laws.

Sales & Marketing Strategy

As an investment company, the Issuer does not have a sales and marketing strategy, although the companies it invests in may have sales and marketing strategies that will differ from company to company.

All Team Members & Relevant Parties

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Geoffrey Robert Watson

• Position at Issuer: President
• Municipality of Residence: Vancouver
• Email Address: grw@incubaracapital.com
• Principal Occupation for the Last Five Years: Director and officer of venture public companies; accounting services business owner

• About:

  Geoff Watson has 25 years’ experience working as a stockbroker. He also has 5 years’ experience as a director and executive officer of various companies, where he has acted as CFO and assisted in their financial management. He has completed the TSX internal control workshop in May 2011 and the TSX Venture filing fundamentals course in June 2011.

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Jason Matthew Walsh

• Position at Issuer: Secretary
• Municipality of Residence: North Vancouver
• Email Address: jwalsh@incubaracapital.com
• Principal Occupation for the Last Five Years: Director and senior officer of venture public companies

• About:

  Mr. Walsh has over 25 years of relevant business experience including 10 years as a stockbroker, which allowed him to gather experience and insight into the formation and financing of venture capital companies. In 2003, he joined Thelon Ventures Ltd. (Thelon Capital Ltd. TSXV: THC) as President he was responsible for the financing of its projects and overseeing its day-to-day operations.  Mr. Walsh has held the position of President and CEO with Global Li-Ion Graphite from its incorporation on Jan 14, 2012 to Nov 9, 2017 and remains as its Chairman.  He has been a director, Chief Financial Officer and Secretary of Scout Exploration Inc. (OTCQB: SCXN) from March 3, 2006 to the present; and Director and officer of International Ranger Corp. (OTC Pink: IRNG) from February 2005 to the present. Mr. Walsh acted as Secretary of Zadar Ventures Ltd. (TSXV:ZAD) from April 9, 2010 to the present and Chief Financial Officer from June 22, 2010 to December 31, 2011 and was a Director and Chief Financial Officer of Ringbolt Ventures Ltd. (TSX-Venture: RBV, Frankfurt: 3OZ, OTCQX: RNGTF) from July 2006 to Nov 2008.

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Broderick Adam Gunning

• Position at Issuer: Director
• Municipality of Residence: North Vancouver
• Email Address: N/A
• Principal Occupation for the Last Five Years: Tech company entrepreneur

• About:

  Broderick Gunning is an investor and entrepreneur in disruptive technologies. He has 13 years of experience in leadership including raising capital, finance, marketing, sales operations and R&D. He is a graduate of British Columbia Institute of Technology (2009), with a diploma in marketing, operations management, financial accounting, and has completed certificates in strategic planning (Sauder School of Business 2012) and public speaking (British Columbia Institute of Technology 2010).

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Douglas Gregory Hall

• Position at Issuer: Director
• Municipality of Residence: West Vancouver
• Email Address: N/A
• Principal Occupation for the Last Five Years: President, Water Street Assets

• About:

  Greg Hall is an independent business advisor to Canadian public companies. For over 35 years, he has assisted in all aspects of corporate structuring and finance. His previous investment banking positions include: Director, PI Financial; Director, Haywood Securities; VP, Canaccord Genuity; and Sr. VP of Leede Jones Gable. In addition to his duties as a director of several public and private companies, Greg is President of Water Street Assets, a private venture capital fund mainly focused on investments in public companies listed on the TSX, TSX Venture, the CSE. He is also the Capital Markets Advisor to Market One Media Group, the leading media company for Canadian public companies seeking content creation and distribution.