Business Listings Group Ltd

130 Old Street

London

Blackswan Group Proposal from BLG

EC1V 9BD
e. ryan@businesslistingsgroup.com
w. http://businesslistingsgroup.com

From our initial meetings and deliberations, we have identified a series of potential working
points for Blackswan Group and Business Listings Group (Ryan Gibson) to engage.

Within our group, our experience and expertise exists within the following fields:

- Banking and Financial Services Software and Services with a large network of
financial services, banking, and government contacts. We have consulted with Stock
Exchanges, Banks, Insurance Companies, Fintech firms, and related software and
service providers to the industry. (Including 80% of South Africa’s Banking Software
systems)
- Financing, our proprietary program called Financing Your Business has been a
platform of which over 15,000 Gauteng small businesses have attended over the
past 8 years. The ability to reach the lower LSM market through active teaching and
advising has given a strong local approach and future platform for a business to
grow such as Blackswan and their related partners.
- Structured finance and insurance, inclusive of packing for financial institutions to
recognize the value of assets wrapped for financial purposes and monetization.
Having built over 100 bond offerings, securitization companies, and structured debt
instruments.
- Public listing of company shares, and the necessary structure to achieve the goals of
Blackswan. Business Listings Group under the management of Ryan Gibson, has
listed over 3,000 companies globally on stock exchanges, and has been able to
utilize the shares as value for underwriting structured finance and exit strategies for
shareholders and partners.
- Introductions and Induction of new Business. As a family business, Bill Gibson
International, formally Knowledge Brokers International
(www.billgibsoninternational.com) as been involved with training over 2 million
South Africans in Sales Processes and increasing sales within all of the major Banks,
Insurance firms, Brokerage houses, and top 500 companies in South Africa, inclusive
of economic development programs on Entrepreneurship for the LSM. Our team is
confident through strategic planning, processes, and implementation of the
partnership and client acquisition strategies, the business can grow exponentially
within South Africa and across Africa as a key financing tool.
- Web presence, Ryan Gibson has been writing about Financing In Africa for over 15
years, and has been involved with transactions across the continent. There are
several 100 domains names and assets that can be used for the expansion of the
business and branding of its identity.
The three main focuses of this proposal are:

1. Introductions and Induction of New Business

2. Listing Engagement for public listing of the Company
3. Ongoing Consulting, Mentorship, Processes and Systems for the Company

1.Introductions and Induction of New Business

From our initial discussions, the first introduction made was with a firm called SoureFin. We
identified synergies which exist with their Purchase Order financing model which would
allow for their business operations to work with Blackswan Group’s unique database and
risk assessment model for the deployment of short-term debt. Within this induction model,
Sourcefin, an associated firm, expressed their interest to merge their existing book of clients
as well as to utilize the 17,500 active and inactive profiles for businesses within the
Blackswan Group model. Inclusive to the database and assessment model, the unique
Insurance Wrap model of Blackswan appealed to their need to grow into other industries
that otherwise did not have sufficient risk mitigation. The book value of this introduction
could lead to as much as R500,000,000, which is roughly 10% of the overall book value of
Blackswan Group database of R5.3 billion.

The model for future sales and partnerships can be tested within this offering for purchase
orders to make way for future potential partnerships on the same model. Such firms are
inclusive of:

- Banks seeking a secure risk mitigation process and database for reaching new clients
- Financial Institutions seeking access to the purchase order financing market and
LSM marketplace
- Fintech companies and other FSPs in similar spaces of providing loans

This is a duplicable process which will advance the derivative works and expansion of the
software and data points captured on the Blackswan system.

In order to grow the system and company rapidly there is a need for:

- Further introductions to a diverse market of financial institutions within South Africa

and Africa in general as new markets are opened
- Introduction to groups and companies that service this market to utilize the system
for assessing financing
- Strategic partnerships with new and developing Banks and Loan business at an early
stage for ease of use of the system
- Introduction and attraction of the midsized businesses, trades, and small businesses

We believe we have the capacity to systemize this process using proprietary sales
methodologies and training, a large network of contacts locally and within new markets, and
the sophistication to help structure strategic partnerships and growth.

As a part of this proposal, we will define introductions and induction of new business to fall
under consulting. The intent would be a structured retainer and upside in the form of an
agency percentage for attracting new business and developing the materials to
professionally represent the company.
2.Listing Services and the Process of Going Public as an Asset

The Blackswan Group has a variety of impressive assets and goals for the expansion of their
company, and the overall value and market capitalization that they need to succeed as a
business.

The company currently has available for its exclusive use in the financial markets for
financing 17,500 company profiles. With an average value of acquisition costs of this kind of
detailed information at around $300 USD per company, the valuation of the company could
be as high as $5,250,000 on this asset alone. The book value of the database has a valuation
of R5.3 billion or roughly USD $100 million. A large percentage of the book value can be
turned around on a 30 day basis, and has the potential to grow in size and success with the
success of the loan book.

However, the asset supersedes just an acquisition value, as the data being collected and
analyzed has value within the market, as well as the ability to draw reports and behaviors
from within the system. This could increase the value to as much as $1,000 per company as
a “data set” or licensed use of data and data points gathered.

There is a multiple of value, as this combined with a clear licensing agreement from the
software company that has formed the risk matrix, with Blackswan having ownership of all
derivative works and data collected in the operations of financing. There is an underlying
asset in favor of Blackswan for software ownership and data ownership moving forward. (It
is advisable to take an option to purchase the software company itself.)

In addition, companies that go public within the Software as a Service (SaaS) model have
large multiples in the share valuation, as high as 17-18 times. Therefore, as a private
company, Blackswan may have a valuation of $5,250,000 to $17,500,000, however as a
public company, this could exceed and defend a valuation as high as USD $94,500,000 or
higher as operations and profits per quarter naturally increase with the number of
transactions.

The purpose of going public is 2-fold

1. Leveraging the Value of Public Company Stock

2. Increased Valuation and Exit Potential

1. Leveraging the Value of Public Company Stock

As a public company, the shares of the company become a liquid asset class. The liquid asset
class can be utilized to wrap portions of your debt financing for your total book backed by
the book value and the shares of the company. It removes the risk for the insurance
company and the debt funder you are seeking to finance your loan operations. In addition,
the shares can be used for acquisition purposes, such as the software company, or other
businesses that have synergies with the direction of your company. In addition, Financial
Institutions are more likely to lend to a public company than to a private company due to
the liquid nature of the company itself as an asset. By listing on a foreign exchange such as
Canada and Dual listing into Frankfurt or UK markets, the shares have a higher liquidity and
become more appealing to the funders you will seek in the near future. Another potential
use, is to dual list the company once public onto a local market such as the Capetown Stock
Exchange, which will give pension funds and institutions within South Africa the chance to
hedge currency risk by holding shares in a Canadian Dollar or Euro Dollar currency but
available in their Rand based market. Therefore, the potential to roadshow for financing
expands to your local markets, Europe, and North America.

2. Increased Valuation and Exit Potential

As a public company, you may increase your valuation in comparison to other public
companies within the SaaS, Fintech, and Financial Markets. The multiple can be as high as
18x. This is also beneficial to the company, by setting milestones in valuation and liquidity
events, current shareholders are able to trade what would have otherwise been private
company shares that are not liquid. As well, public companies tend to get a high price per
share in the event a larger company decides to make a bid to buy the company in the future.

The Listing Process, Services, and Timeframe

For the sake of this proposal, we will suggest listing on the Canadian Stock Exchange (CSE) a
recognized exchange within Canada for Small to Medium Sized companies. The
requirements are that we will develop and work with the company to gather all the
necessary documentation for a listing, and attract the first 200-300 small shareholders to
meet the minimum requirements of listing.

A Canadian holding company would be formed with a share registrar and electronic
registration of the shares, inclusive of offering documents and submitting the application for
admission to trading on the exchange. The process takes on average 6 months. The services
are inclusive of:

a) Conduct Initial due diligence

b) Liaising with Client management for all due diligence documentation required in
respect of the IPO listing;
c) Formation of the Canadian Holding Company and Capital Structure
d) Liaising with Audit firm to perform the Group Audit for admissions
e) Preparation of all other documents required for admission to trading and
commencement of trading on the CSE including legal and conformity analysis by the
Sponsor;
f) Appoint and work with Share Registrar of Client to have shares registered in Canada
Custodian;
g) Activate electronic share registration system with Share Registrar and share clearing
system;
h) Joint presentation of the application for the listing of new shares for IPO by Client;
i) Liaison with CSE Sponsor and Exchange;
j) Drafting and coordinating publication of any mandatory announcements;
k) Assistance in attracting the first 300 shareholders by way of personal networks and
crowd offering within Canada (vested.ca)
l) Application for the start of trading on the CSE for the Client's IPO; and
m) Assist in transfer of shares into the electronic trading system.
n) Hiring of the IPO Lawyer and Law Firm, engagement of the prospectus writing
consultant, Listing fees, OSC, AMF, and auditor
o) Introduction to dual listing partners for the Frankfurt Stock Exchange and Capetown
Stock Exchange (New Consulting Agreements required after successful listing of the
CSE Company)
Costs:

 The total costs of the Canadian Listing Services is $120,000 Canadian Dollars.
 Dual listing onto the Frankfurt Stock Exchange is $15,000 euro dollars.
 Dual listing onto the Capetown Stock Exchange is estimated at $10,000 USD.

Auditor expenses are separate.

The payment schedule for a listing is $40,000 upon commencement of the agreement.
$40,000 upon the successful creation of the holding company, prospectus document, and
share issuances. $40,000 upon the submission of the application to the Canadian Stock
Exchange. Each stage takes roughly 2 months.

Dual listing fees are paid in full at the time if and when the company desires to dual list.

3.Financial Positioning Consulting and Business Development

Within our discussions we identified that Blackswan Group would like to be able to act as
the engine behind the financial sector, as both a marketplace of data available for licensing
and processing of loan applications as well as a participant and operator for loans. We
identified the need for development of documentation and materials that best describe:

- The Business Plan (Short-Term and Long Term) for both operations and the purpose
of going public
- Pitch Decks for investment, partnership, and induction of clients
- Targeting matrix and introductions to target the best partners for growing the
company
- Sales strategies and process
- Development of new business and introductions (consider we know the software
providers for the Banking sector that handle 80% of South Africa’s Banks)
- Ongoing consultation on corporate structure, deal structures, and documentation
working hand and hand with your legal and management

It is proposed that over a 12 month period, we engage as Ryan Gibson, as an outside

consultant of the company, with predetermined milestones and goals.

The added value of monthly involvement in all the processes discussed above would involve:

- Two strategic planning and management meetings per month

- Revisions and drafting of key documents and design of the financial offering as well
as sales documentation
- Implementation of sales and business development processes and tracking of the
success of those efforts
- Meetings scheduled per month with key stakeholders and potential partners or
clients
- Meetings scheduled per month with key stakeholders and investors or joint venture
partners
The monthly retainer in USD terms would be $5,000 USD per month with a predetermined
success fee (percentage commission). We suggest that this can be an engagement of 6
months that is then can be renewed after 6 months.

Additional Points of Discussion

As one of the unique selling points of Blackswan Group is the insured investment model, we
have a domain name called Insure.co.za that we would be willing to redesign and brand for
the purpose of Insure your financing. It is a top level domain with the value of $50,000 USD,
we would be willing to utilize this domain free of charge, on the basis of the ongoing
consulting contract. At the end of 12 months, we would agree to transfer ownership of the
domain as an asset on the books of Blackswan to continue to use and hold as their IP.

In addition, we own several 100 domains around financing, such as FinancingInAfrica.com,

etc. We are open to joining efforts when looking at the larger scope of Africa to repurpose
domains and assets to facilitate the marketing of Blackswan for partnerships and client
acquisition.