Ether Capital Corporation

Investor Presentation

July 15, 2019

2

What is Ether Capital?

We provide public market investors access and exposure to the Ethereum and Web 3 ecosystem

3

History of Money

Decentralized

Gold Standard Era of Fiat

Decentralized

Cryptocurrency

Centralized

4

What is a Blockchain?

Block #1 Block #2 Block #3

Transaction 1Transaction 2Transaction 3Transaction 4Transaction 5

…

…

Transaction x

Transaction 1Transaction 2Transaction 3Transaction 4Transaction 5

…

…

Transaction y

Transaction 1Transaction 2Transaction 3Transaction 4Transaction 5

…

…

Transaction z

Transaction #4 is Joe sending 0.01 bitcoin to Tom (pseudonymously)

Transaction #2 is Company A sending 1 bitcoin to Company B

(pseudonymously)

5

What Does Decentralization Mean?

Source: bitnodes.earn.com; includes reporting nodes only

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Why is Decentralization Important?

• Public

• Permissionless

• No 3rd Party Trust Required

• Censor-resistant

• Transparent

• Auditable

• Neutral

Next Generation“Web 3” Principles

7

Ethereum: Moving Beyond Bitcoin

Bitcoin is a calculator Ethereum is a computer…

the first decentralized computer ever

8

Ethereum’s Value Proposition

Key Points

• Tokens are required to use the protocoland hence have value

• Imagine being able to buy “a piece of the internet” before it became mainstream

Source: USV

Va

lue

Ca

ptu

red

Va

lue

Ca

ptu

redApplication

Layer

Protocol Layer(www, email, etc.)

Application Layer

Protocol Layer

The Web Blockchain

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Protocol Token: Ether

• Our thesis:

– Ethereum can be the pre-eminent world computer that captures trillions in market value

• Ether (“ETH”) is the native cryptocurrency of the Ethereum blockchain

• Why is ETH valuable?

– ETH is a commodity-like fuel that must be paid to access and use the Ethereum worldcomputer (when used in this way it is referred to as “gas”)

– As usage of Ethereum grows, the demand for ETH should grow – leading to capitalappreciation of Ether

– Unlike Bitcoin, which is solely a digital currency for payments, ETH is both a digital and autility currency (i.e., its utility being the access to Ethereum)

10

Ether Capital Team

Brian MosoffCEO

Stefan CoolicanPresident and CFO

Som SeifCo-CIO

Benjamin RobertsCo-CIO

John RuffoloBoard Member

Colleen McMorrowBoard Member

Liam HorneBoard Member

Joey KrugBoard Member

Cam Di PrataBoard Member

Boris WertzBoard Member

Ethan BuchmanBoard Advisor

Michael DunworthBoard Advisor

11

Corporate Snapshot

Ticker NEO: ETHC

Share Price C$0.53

Shares Outstanding (Basic) 23.0 million

Insider ownership ~16%

Market Capitalization (Basic) C$12.2 million

Ether Capital Portfolio

Ether Held (35,119 ETH) $12.7 million

Maker Held (2,300 MKR) $2.0 million

Investment in Wyre (@ cost) $2.0 million

Portfolio Value (“NAV”) $16.7 million

NAV / Share (Diluted)(1) $0.70

ETHProtocol Token

(~74% of portfolio)

MKR Application Token

(~13% of portfolio)

Wyre, Inc.Traditional Equity

(~13% of portfolio)

~25% Discount to NAV

(1) Includes warrants outstanding (2.2 million exercisable at $0.48), adjusted for cash contributed on exercise

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• Ethereum has established itself as the premiere Web 3 platform:

– Largest community of developers (estimated to be 250,000+)

– Provides for “interoperability” between applications (i.e. stand-alone platform)

– Longest operating smart contract platform (4 years)

– Largest number of applications (1,000+)

– Enterprises are beginning to deploy products and software on Ethereum

– Ethereum Foundation improvement roadmap being implemented :

– Staking, sharding, state channels, ewasm, etc.

Why Will Ethereum Win?

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10,000,000

100,000,000

1,000,000,000

10,000,000,000

100,000,000,000

$10

$100

$1,000

$10,000

$100,000

$1,000,000

Jul, 2015 Dec, 2015 May, 2016 Oct, 2016 Mar, 2017 Aug, 2017 Jan, 2018 Jun, 2018 Nov, 2018 Apr, 2019

Ethereum Market Cap

Daily Gas Used

ETH is Undervalued

Ethereum Market Cap vs. Daily Transaction (“Gas”) Fees

$100m

$10m

$1B

$10B

$100B

$1T

Eth

ereu

mM

ark

et V

alu

e (U

SD)

100m

10m

1B

10B

100B

Dai

ly G

as U

sed

(G

WE

I)

• Since its peak, the price of ETH is down over 80%, yet demand for Ethereum’s nativefunctionality (i.e. daily transaction fees) is only down 4%

Ether price is down 80%...yet usage is only down 4%

Source: etherscan.io

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Key Piece of Web 3 Infrastructure: Maker

A stablecoin is critical for Ethereum’s adoption and growth

• What is Maker?

– Maker creates a stablecoin called Dai by backing it with assets locked into a redeemablecollateral pool (currently over US$450m in the pool backing $81m of Dai outstanding)

– Dai allows users to trade and interact with applications on Ethereum without:

• the volatility associated other cryptocurrencies, or

• the redemption risk associated with centralized, fiat-collateralized stablecoins

• Why is the MKR token valuable?

– Equity-like token that becomes more valuable as Maker grows assets and Dai is used

– Owning MKR means owning a piece of the world’s first “decentralized central bank”

15

Key Piece of Web 3 Infrastructure: Wyre

Efficient on-boarding is critical for Ethereum’s adoption and growth

• Wyre is a crypto exchange and technology platform

– Building the “Stripe of crypto” with compliant fiat-to-crypto on and off-ramps

– $3.5 billion of crypto and foreign exchange traded in house since 2013

– MSB licenses in 22 states in the U.S. as well as Australia and HK

– Developer focus – “zero to a cryptokitty in 2 minutes”

• Key differentiators:

– Deep experience in payments

– Key first-mover advantage with pre-eminent Web 3 projects (e.g. Metamask)

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Ether Capital’s Business Model

AssetManagement

Technology Development

AncillaryServices

• We currently hold 35,119 ETH and 2,300 MKR

• We also own a minority investment in Wyre, Inc.

• We plan to invest in tokens and equities of other projects

• Investments aimed at bringing mass adoption to decentralized applications (“dapps”)

• We plan to invest in traditional business models (i.e., equity) and leverage an in-housedevelopment platform

• Investments aimed at generating income from passive assets

• We plan to invest in traditional businesses focused on services to next generation platforms

• Opportunities: staking, sharding, state channels, decentralized exchanges

17

Recent Enterprise Announcements

• April, 2019: Ernst & Young announced the open sourcing of its enterpriseblockchain platform, Nightfall

– Microsoft: tracking software licenses for XBox games

– Carrefour: trace origin of oranges, eggs and chickens

“Imagine every car maker and any shipment company runs their own private blockchain. A bunchof silos doesn’t scale too well. While private blockchains are useful, they don’t solve theproblem of a massive, scalable transformation. Ethereum’s developer momentum makes mebelieve that, imperfect or not, unless they really screw up, Ethereum is the choice.”

-Paul Brody, EY Global Innovation Leader – Blockchain

Source: EY, CoinDesk

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Recent Enterprise Announcements (Cont’d)

• February, 2019: J.P. Morgan announced it was the first U.S. bank to createand test a digital coin representing fiat currency

– Use case: enabling the instantaneous transfer of payments betweeninstitutional accounts using blockchain

JPM Coin – Website FAQ

Source: J.P. Morgan

What blockchain is used?

“JPM Coin will be issued on Quorum and subsequently extended to other platforms. JPM Coin will be operable on all standard blockchain networks”

Quorum is based on Ethereum source code, hence interoperable with Ethereum

19

Recent Enterprise Announcements (Cont’d)

• May, 2019: Various retailers announce they now accept cryptocurrency for purchases in store

Source: Flexa, Gemini Exchange, Forbes

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Investment Highlights

Experienced Board & Executive Team

Unique Approach to Investing in Web 3

Access to Attractive Opportunities

Transparency, Liquidity and Security

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Appendix – Supplemental Slides

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Future Milestones + Catalysts

• Ethereum 2.0

– Beacon chain for staking by end of 2019

• Bitcoin “halvening”

– Block reward reduced by 50% in mid-2020

• Institutional custody and trading infrastructure

– Bakkt, Fidelity, Lloyds, etc.

• Continued enterprise adoption

23

Bitcoin Pricing Precedent

• The price of ETH is down over 80% from its peak in January, 2018

– BUT, we’ve seen this movie before… in Bitcoin

– The key takeaway from prior declines: buying at the peak turned out to be very profitable

Peak Date Peak Price Valley Date Valley Price Decline

2011 June $35 November $2 94%

Early 2013 April $259 April $45 83%

Late 2013 November $1,163 January $152 87%

2017 and 2018 Dec-17 $19,666 Dec-18 $3,277 83%

Bitcoin – History of Greater than 80% Declines

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Ether Capital’s Custody and Security

TrustedGovernance &

Process

Secure OfflineCold Storage

Best in ClassAccess

Protocols

• Each Director has a secure hardware wallet and corresponding access key device required toapprove transactions

• Majority of Directors are required to approve any transaction

• Security Advisor: Citizen Hex, a leading crypto currency trading platform with significantexperience as custodian of its own assets

• Ether held offline in “cold storage”

• State-of-the-art cold wallet hardware used (Trezor and Ledger Nano S)

• Cold wallet hardware and access devices physically secured in safety deposit boxes at anaccredited financial institution

• Leading multi-signatory smart contract (Gnosis MultiSig) stored on the blockchain

• Gnosis is widely used and audited by leading technology firms(1)

• In use by leading Ethereum projects: Basic Attention Token, 0x, Golem Project, Gnosis,WeiFund, STABL and Uport Value

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1 ETHDeposit

1 ETHDeposit

How Does Maker Work? (The Basics)

Safe CDP – 50% LTV

$250

125 DaiDraw

$125

$125

Unsafe CDP – 83% LTV

$125

$25

$167 Liquidation Price(67% LTV Maximum)

1 “Safe CDP”: 1 ETH deposited, 125 Dai drawn (50% LTV)

2“Unsafe CDP”: if ETH price drops to $150, LTV > 80%; autoliquidation occurs and Dai supply decreases

1 Dai = US$1.00