Exhibit 99.5
NETFIN ACQUISITION The image part with relationship ID rId2 was not found in the file. Triterras Fintech PTE Ltd. Leading Platform For Global Trade and Trade Finance July 2020 A Leading Platform for Global Trade and Trade Finance Nasdaq GM: TRIT, TRITW Triterras Inc. Investor Presentation January, 18, 2021
This investor presentation (the “presentation”) is for informational purposes only and does not constitute an offer to sell, a s olicitation of an offer to buy, or a recommendation to purchase any equity or debt or other financial instruments of Triterr as Inc. (“Triterras”) or their respective affiliates. This presentation has been prepared to update investors in making their own evaluation with respect to the proposed business combination and for no other purpose. Certain information contained herein has been derived from sources prepared by third parties. While such information is belie ved to be reliable for the purposes used herein, Triterras makes no representation or warranty with respect to the accuracy of such information. Any and all trademarks and trade names referred to in this presentation are the property of their respective owners. This presentation does not purport to contain all of the information that may be required to evaluate Triterras or advisers o r a ny other person as to the accuracy or completeness of the information in this presentation or any other written, oral or othe r c ommunications transmitted or otherwise made available to any party in the course of its evaluation of Triterras and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agr ee s that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Triterras disclaims any duty to update the information contained in thi s presentation. Forward - Looking Statements . This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . Triterras’ actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward - looking statements as predictions of future events . Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements . These forward - looking statements include Triterras’ expectations with respect to future performance . These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results . Most of these factors are outside Triterras’ control and are difficult to predict . Factors that may cause such differences include but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in Triterras’ Form 20 - F ( 001 - 39693 ) filed with the Securities and Exchange Commission (the “SEC”) on November 16 , 2020 (the “Form 20 - F”) and in Triterras’ other filings with the SEC . Triterras cautions that the foregoing list of factors is not exclusive . Triterras cautions readers not to place undue reliance upon any forward - looking statements, which speak only as of the date made . Triterras does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based . . No Offer or Solicitation . This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities.. Th is presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall t her e be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such ju ris diction. No Representation or Warranty . None of Triterras or any of their respective affiliates makes any representation or warranty as to the accuracy or complete nes s of the information contained in this presentation. The sole purpose of the presentation is to update investors with respect to Triterras and is not intended to be all - inclusive or to contain all the information that a person may desire in considering Triterras. It is not intended to form the basis of any in ves tment decision or any other decision in respect of Triterras. Financial Information . The financial information contained in this presentation has been taken from or prepared based on the historical financial sta tements of Triterras for the periods presented. An audit of certain of these financial statements was completed and is includ ed in the Triterras SEC filings, however none of the historical financial information contained herein has been audited, reviewed, compiled or been subject to any procedures by any auditors an d actual historical financial information could differ materially from the information contained herein. Use of Projections . This presentation contains financial forecasts, including with respect to Triterras’ Net Revenue, EBITDA, EBITDA Margin, Ne t I ncome, Transaction Volume, among others. Triterras’ independent auditors have not studied, reviewed, compiled or performed an y p rocedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of ass ura nce with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and shoul d n ot be relied upon as being necessarily indicative of future results. In this presentation, certain of the above - mentioned projected information has been provided for purposes of providing comparisons with historical dat a. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial informat ion . Projections are inherently uncertain due to a number of factors outside of Triterras’ control. Accordingly, there can be no as surance that the prospective results are indicative of future performance of Triterras or the combined company after the Transaction or that actual results will not differ materially from those presented in the pros pec tive financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data . In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in wh ich Triterras competes and other industry data. We obtained this information and statistics from third - party sources, including rep orts by market research firms and company filings. Being in receipt of the presentation you agree you may be restricted from dealing in (or encouraging others to deal in) price sensitiv e s ecurities. Use of Non - IFRS Financial Matters . This presentation includes non - IFRS financial measures, including EBITDA and EBITDA Margin, among others. Triterras believes that these non - IFRS measures are useful to investors for two principal reaso ns. First, they believe these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core opera tin g performance. Second, these measures are used by Triterras’ management to assess its performance and may (subject to the lim ita tions described below) enable investors to compare the performance of Triterras and the combined company to its competition. Triterras believes that the use of these non - IFRS financial measures prov ides an additional tool for investors to use in evaluating ongoing operating results and trends. These non - IFRS measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with IFRS. Other companies may calculate EBITDA, EBITDA Margin, and other non - IFRS financial measures d ifferently, and therefore Triterras’ non - IFRS financial measures may not be directly comparable to similarly titled measures of other companies. For reconciliation of the non - IFRS measures used in this presentation, see “IFRS Reconciliation” in the Appendix at the end of this presentation. Important Information About Triterras and Where to Find It . Triterras has filed with the SEC a registration statement on Form F - 4 , a shell company report on Form 20 - F s to ckholders and other interested persons are advised to read the SEC filings as these materials will contain important information about Tr iterras. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated b y r eference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov, or by acces sin g on the Company’s web site at www.trterras.com , Investors Section, SEC Filings. Disclaimers
Early Commercial Success • $11.5 billion in total transaction volume since June 2019 launch • FY20E: $10.3B trade and trade finance volume and $ 32.9 M net income • Diversified business with no single customer group contributing >9.9% of total revenue (2) Overview Triterras Fintech is a leading trade and trade finance fintech company • Compelling opportunity to address the $1.5 trillion annual shortfall in trade finance • Comprehensive and complementary management action plans • Transaction volume, EBITDA, net income projected to grow more rapidly than the peer group A Growth Story • Potentially transformative digital marketplace for trade and trade finance • Solves mission critical problems for its clients • Generates fee income on trade and financing transaction volume from platform users 3 Note: Triterras has a February fiscal year - end. FY19 is representative of the 12 months ending February 29, 2020
Introduction to Trade and Trade Finance International Commodity Traders - Who They Are and What They Do Our customer focus: the SME Trader (Small and Medium Sized Enterprise) Physical Commodity Traders Fill the Void and Facilitate/Enable Transactions International Commodity Trade • Physical commodities (e.g., wheat, food oils) are bought and sold internationally and shipped across the seas • Producers (sellers) need consumers (buyers) • Cross border/cross ocean transactions; 150 – 180 - day cycle Seller’s issues: • Locating best/timely international buyers, ocean cargo & logistics, securing payment as early as possible Buyer’s issues: • ID sellers, logistics, validating quantity and quality, payment as late as possible to match their cash conversion cycle Commodity Traders 1. Link Buyers and Sellers 2. Arrange all shipping, logistics, customs, port fees, etc. 3. Solve the two - sided payment problem with “Trade Finance” 4
What is Trade Finance? Sources and Terms Payment Terms Trader pays seller at (or before) shipment Trader collects from buyer on or after delivery (~120 - 150 days) Trader’s Sources of Trade Finance Funds Good (but limited): Cash in their bank account Better: Letter of Credit (most SME traders need to back them with cash in account) Best: Borrowing for financial leverage Trader Trade Finance Borrowing Model 10% - 15% cash down payment on loan 85% - 90% borrowed from trade finance lender Possible trade credit insurance to protect against SME buyer payment default Trade Finance is a $40 trillion business providing the financing for international trade (1) 5 1) Source: Allied Market Research, December 2019, www.alliedmarketresearch.com
Traders - Offline Trade Processes Costly & Inefficient • Archaic process essentially unchanged over 200 years • Paper intensive, error prone, costly, susceptible to transaction delays • Lack of counterpart trust and need to mitigate risk and fraud • Desperately needed trade finance Triterras Fintech Massive Opportunities • SME trade finance loans estimated yield of 8% - 13% yield for lenders • Most lenders lack network of high quality, qualified borrowers and infrastructure to expand trade finance portfolio • A need to streamline origination process and reduce overhead costs of managing small loans with 180 - day tenor Alternative Lenders – Efficient Client Access • WTO Projection 1 ; some post - Covid estimates $2.0 to $2.25 trillion 2 • Banks have exited trade finance space for SME traders • Basel III & IV capital reserve requirements for trade finance loans • Same overhead cost for $1M and $100M loan 6 $1.5T Shortage in Trade Finance for SME Traders 1 https://www.wto.org/english/res_e/statis_e/wts2018_e/wts2018_e.pdf 2How much of the $1.5trn trade finance gap can tech bridge? - TXF News
Blockchain Enabled • Ethereum blockchain architecture • One of the first, profitable deployments of commercial blockchain deployment • Not crypto currency The Kratos Platform Platform Development • 3 years in development • CEO Srinivas Koneru – demonstrated ability in technology development and commercialization • Core tech team in Singapore leveraging outsourced resources and teams Powerful Capabilities • Traceability, dispute avoidance, systemic trust and transparency • Bank grade third party KYC and AML for all counterparties resides on the platform 7 Deep Functional Industry Knowledge • Embeds standardized industry process flow • Design informed by collaboration with Atanium (formerly Rhodium) • Advisory Boards of industry experts Digital Marketplace with Three Distinct Structures • Transaction Ecosystem • Financial Ecosystem • Delivery (Logistics) Ecosystem
Revolutionary Digital Marketplaces 8 Transaction Ecosystem Financial Ecosystem Delivery Ecosystem Amazon x x eBay x x (PayPal) Kratos by Triterras Trade Discovery Module (Traders) Trade Finance Module (Lenders) Logistics Module (Ship owners, operators, brokers) Credit Insurance Module (Insurance Broker) Risk Management Module Payment Gateway (Planned) Supply Chain Finance (Planned) Synergize Multiple Ecosystems
Source Financing Facilitate Trade Key Business Model • Fee charged on amount financed • Notably cheaper than offline arrangement fees • Fee charged on value of goods traded • Well - priced for the fraud protection, transparency, speed, analytics and efficiency Fee: + 2 Historical rate 130 bps Historical rate 30 bps Traders (Commodity Buyers & Sellers) Communities Served: Traders Seeking Trade Finance Funders Seeking Borrowers Module: Trade DIscovery & Risk Management Trade Finance Five Modules Driving Two Revenue Streams 9 Seller Buyer
Kratos Value and Benefits KRATOS Value Proposition Kratos Delivers Profitability, Risk Abatement, Cycle Time Reduction and Previously Unavailable Access to Lenders, Borrowers, Credit Insurers and Logistics Providers TRADERS/BORROWERS LENDERS 10 Increased Growth and Profitability • Alternative sources of trade finance • Reduced trade finance origination fees • Reduced trade cycle times • Reduced back office/fixed costs • Common data set = efficiencies • Simplified and increased access to credit insurers, logistics providers • Prequalified access to new traders • Fraud prevention and risk mitigation tools CREDIT INSURERS Increased Client access and application efficiency • New clients • Systematized application process Increased Growth and Profitability • Reduced admin and back office costs • Access to higher yielding SME space estimated at 8% - 13% yields • Highly prequalified trader applications • Effortless new customer access • Risk mitigation and fraud prevention tools • Customization available • No lender fees LOGISTICS PROVIDERS New client access, efficiency, growth • Complete RFQ’s • Consolidated communications
11 Transaction Ecosystem Financial Ecosystem Delivery Ecosystem Trade Discovery Module (Traders) Trade Finance/Ins Modules (Lenders) Logistics Module (Ship owners, operators, brokers) Successful Outcomes • Increased # of Traders • Increased Avg. Volume/Trader • Increased # of Lenders • Increased Lending Volume • Increase # of providers • Trader referral of brokers Network Effect Referral Incentive Program Attracts New Traders Grows Trader Volume Grows Trader Volume Organizational Biz Dev Organizational Expansion; Separate Client Care Commercial Organization Platform Plans Supply Chain Finance Payment Gateways Potential Future Platform Additions Gen II Technology M&A Credit Insurance Phase 2 New Finance Structures Blockchain Payment Gtwy Logistics Phase 2 Non - Organic Growth Accretive, strategic M&A projects Growth Strategy
Competition Kratos Platform is Uniquely Positioned Kratos is the only trade and trade finance platform that: • Caters to the SME trader and the smaller average transaction size • Brings new li quidity to the SME trader ecosystem through alternative non - bank lenders • Is focused on commodity trading in emerging markets where there is strong trade finance deman d and relatively higher lender yield. • Provides early - stage transaction accounts receivable financing • Democratizes the trader contact with potential lenders • Multi dimensional to include a credit insurance and logistics marketplaces • Leverages one data set across multiple ecosystems Other platforms exist, but they are not our competition • Many backed by bank consor tiums , the very same banks exiting SME trade finance. • Typically bank to client proprietary relationships • Pre valance of letter of credit. financing to large, strong balance sheet clients. • Large client/ large transaction focus e.g., Oil and Gas $80 M minimum • St rong focus on developed markets and traditional supply chain finance 12
Financial Highlights 13 Note: FY19 average annual trade volume per trader equal to ~$92 million Note: Representative of pro forma financial projection model for FY20. Projections reflected in SEC filings. Note: Triterras has a February fiscal year - end. FY19 is representative of the 12 months ending of February 29, 2020 1) FY19 prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounti ng Standards Board ("IASB"). KPMG are the company’s auditors 2) YTD representative of the 6 months ending August 2020. Q3 estimates have not been reviewed by the Company’s auditors. 3) Excludes depreciation, amortization and net finance costs 4) EBITDA Reconciliation reflected on Slide 15 (Appendix) ($ in millions) First Half (2) Q3 Estimates (2) Trade Volume $3,614.6 $4,100.0 $1,870.0 $7,779.1 Trade Finance Volume 179.1 877.0 878.0 2,541.3 Trade & Trade Finance Volume $3,793.7 $4,977.0 $2,748.0 $10,320.5 Revenue Build-Up Trade Volume $3,614.6 $4,100.0 $7,779.1 Trade Fee 0.40% 0.30% 0.30% Trade Fees $14.5 $12.3 $23.3 Trade Finance Volume $179.1 $877.0 $2,541.3 Trade Finance Fee 1.32% 1.30% 1.30% Trade Finance Fees $2.4 $11.4 $33.0 License Fees & Other $0.1 $0.0 $0.3 Income Statement Highlights Total Revenue $16.9 $23.7 $17.0 $56.6 Expenses (3) (1.7) (6.4) (16.8) EBITDA $15.2 $17.3 $39.8 EBITDA Margin 89.9% 73.1% 70.3% Net Income $13.6 $14.2 $10.0 $32.9 2020 Update Trade & Trade Finance Volume Summary FY19 (1) FY20E
14 Appendix
15 EBITDA Reconciliation Six months ended August 31, 2020 Six months ended August 31, 2019 Year ended February 29, 2020 Period from January 11, 2018 (date of incorporation) to February 28, 2019 (US$) Profit/(Loss) for the year/period $ 14,208,051 $ 510,241 $ 13,580,791 $ (2,211,507 ) Depreciation 13,802 642 1,284 1,071 Amortization 599,781 1,548 9,172 — Net finance costs/ (income) 70,357 (1,389 ) 1,475 8,649 Income tax expense 3,017,443 104,956 1,592,549 — EBITDA* $ 17,909,434 $ 615,998 $ 15,185,271 $ (2,201,787 )
Management Owner managed business with deep expertise in technology, risk management and scaling businesses James H. Groh, Sr. Executive VP BS, Engineering, Cornell MBA, Finance, RIT • C - suite Corporate Management and Board experience • Managed the going public process for 20+ companies • Previously held FINRA Series 7, 63, and 24 licenses • US Citizen Srinivas Koneru Founder , Chairman , & CEO BS, Mechanical Engineering BMS College of Engineering, Bangalore • Over 35 years of professional experience • Co - founded Atlanta - based IT development and services company in 2005; grew to $80 million in revenue, exited in 2010 • Multiple entrepreneurial initiatives spanning many industries • US Citizen John Galani Chief Operating Officer MS Cass Business School BA, Brunel University • Over 20 years in trade, trade finance and building platforms • Natural resource, financial and transportation management expertise as an MD at Delta Trading, Centurion European Capital and Phoenix Vision Mgmt • Operated and financed internet B2B shipping platform • UK Resident Alvin Tan Chief Financial Officer B. Comm, Curtin University of Technology 16 • Certified Public Accountant • Over 20 years as Group CFO and Financial Controller at leading commodity trading firms – Cargill, Golden Agri Resources, Musim Mas • Singapore Resident
• June 2019: Kratos launched with a critical mass of trade volume • FY 2019 (ends Feb. 2020): $3.7 billion trade volume 2020 • February 2020: Trade Finance module launched • August 2020: 6 - month results - $5B trade and trade finance volume and $17M EBITDA 2010 • CEO successfully exits 2 nd tech business • CEO funds creation of a trading business, a physical commodity trader Kratos History and Milestones 2019 2017 • The trading business grows to over $ 2 Billion in commodity transactions • Informed by detailed functional knowledge of trade and trade finance, CEO launches the design and development of Kratos platform 2018 • Triterras Fintech founded as the entity to complete development and launch of Kratos 17
Building Receivables Docs on the KRATOS TM Blockchain Links to the blockchain make all steps in the process verifiable and immutable • KRATOS TM links 12 steps of a trade finance transaction to the blockchain; 6 times for a trade transaction • It is the immutability and security of blockchain which is critical to adoption of any platform 01 Order creation Order accepted by the Counterparty Order con firmed (accepted order got approved) Payment acknowledgement , Order Closed 02 03 04 05 0 6 0 7 08 10 11 09 12 Trade Document Acknowledgement Payment c onfirmation d ocument u pload Borrower’s request for funding Borrower acknowledges the approval and uploads LPA Lender disburses the approved funds Order accepted by counterparty Lender approves the fund request and uploads the RPA Deal is closed (Borrower pays back to Lender) Trading Module Lending Module 18
Bank - Grade KYC/AML Bank - grade background checks to verify client details and enhance security and compliance Dashboards Customizable data visualization via modular dashboard to support strategic decision - making and provide actionable insights Digital Contracts Trade documents are digitized and stored in blockchain to ensure transparency and efficiency and reduce the chances of document alteration User Permissions Control Role - based and/or user - based permissions are assigned to individuals to specify what actions can be performed Notification System System notifications through the platform and email are in place to update users on their transactions Chat Functionality Communicate directly with counterparts and lenders in your network and access chat history for easy reference Platform Features 19
