Cautionary Note Regarding Forward Looking Statements Certain statements in this presentation and responses to various questions includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained herein, including statements regarding the merger with myYearbook, the benefits of the merger, creating the public market leader in social discovery, future growth and our rapidly growing audience, expected launch of version 2.0 of Quepasa Contests, expanding myYearbook’s apps to our user base, our having the scale to build the #1 player in social discovery and the closing of the merger, our future financial performance, our liquidity, our business strategy and the plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include: unanticipated problems with the launch of version 2.0 of Quepasa Contests, unanticipated problems which lead Facebook, Orkut and other social media platforms to not publish our games, the possibility that the anticipated benefits from the merger will not be realized, or will not be realized within the expected time period; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions including the failure of Quepasa shareholders to approve the issuance of the shares pursuant to the merger and the failure of the shareholders of Insider Guides to approve the merger; the risk that the Quepasa and myYearbook businesses will not be integrated successfully; and disruption from the merger making it more difficult to maintain business and operational relationships. Further information on our risk factors is contained in our filings with the SEC, including the Form S-4 filed on August 26, 2011 and our Form 10-K for the year ended December 31, 2010. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Additional Information This communication does not constitute an offer to sell or the solicitation of an offer to buy Quepasa’s securities or the solicitation of any shareholder vote or approval. This communication is being made in respect of the proposed transaction involving Quepasa and Insider Guides. In connection with the proposed transaction, Quepasa has filed with the SEC a registration statement on Form S-4 that includes a proxy statement and prospectus of Quepasa. Before making any voting or investment decision, investors and shareholders are urged to read carefully the proxy statement and prospectus regarding the proposed transaction and any other relevant documents filed by Quepasa with the SEC because they contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov), by accessing Quepasa’s website at www.quepasacorp.com under the heading “Investors” and then under the link “SEC Filings” and from Quepasa by directing a request to Quepasa at Quepasa Corporation, 324 Datura Street, Suite 114, West Palm Beach, FL 33401, Attention: Investor Relations. Quepasa and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Quepasa’s directors and executive officers in its definitive proxy statement filed with the SEC on April 14, 2011. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and prospectus and other relevant materials filed with the SEC. You can obtain free copies of these documents from Quepasa using the contact information above. Regulation G – Non-GAAP Financial Measures This presentation includes a discussion of EBITDA which is a not a financial measure in accordance with U.S. generally accepted accounting principles (“GAAP”). Quepasa Corporation defines EBITDA as earnings (or loss) before interest expense, income taxes, depreciation and amortization, including amortization of non-cash stock-based compensation. Other companies may define EBITDA differently. EBITDA should be viewed as supplemental to, and not as an alternative for, net income or loss, income or loss from operations or any other measure for determining operating performance or liquidity, as determined under GAAP. We have included in this presentation a reconciliation of our non-GAAP financial measure to net income. EBITDA is used by our management as an additional measure of our performance for purposes of business decision-making, including developing budgets and managing expenditures. Period-to-period comparisons of EBITDA helps our management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income or loss, or income or loss from operations. Our management recognizes that EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. We believe that the presentation of EBITDA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by our management in light of the performance metrics used in making those decisions. In addition, we believe that providing EBITDA, together with a reconciliation to GAAP, helps investors make comparisons between Quepasa and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules.
Quepasa At-A-Glance Quepasa - the leading social media technology company focused on Latin audiences Quepasa.com Quepasa Games Quepasa Contests Social Network with 39 MM+ Members Social Game Development Studio Cross-platform Social Media Ad Solution
Quepasa.com LeadingOnline Social Network with Emphasis on Meeting New People 39 MM user base, fueled by one of the fastest growing web demographics (Latino/Lat. American) Emphasis on connecting people who should – but don’t – know each other Brazil represents top demographic, reflecting the country’s massive adoption of social media Next in development roadmap:mobile expansion, new discovery apps, broadened scope for virtual currency
Upcoming title based on Rain Forest sustainability theme.
Quepasa Contests Case Study: Results for SEAT Campaign Social Media Advertising Solution Total Engagements: 13,417,102 Enables advertisers to target social media users through branded viral contests Clients include: SEAT, Televisa, UFC, UOL and Mexican Tourism Launch of automated, more scalable version 2.0 forthcoming in Q4 2011 Tangible ROI at a low cost per impression Total Views 12,023,287 Total Shares 1,363,341 Total Votes 14,993 Total Comments 14,033 Total Entries: 1,448 Engagement Ratio 1: 9,265 Each entry generated on average 9,265 additional views, votes, comments shares, etc.
Relaunch of Quepasa.comas a social network Kevin Hartzand Keith Raboisadded as advisors Q1 2008 10 Quepasa.com reached 10 MM registered users Feb 2010 million QPSA Timeline Since 2008Relaunch Raised $12MM PIPE Dec 2010 Lars Batista appointed to Board of Directors Feb 2011 Acquired XtFt (Techfront), to become Quepasa Games Mar 2011 Quepasa Games launches Wonderful City – Rio on Quepasa, Facebook, Orkut Q2 2011 v 2.0 Expected launch, version 2.0 of Quepasa Contests Oct 2011 Expected close of merger with myYearbook Q4 2011
Merger with myYearbook On July 20, 2011 Quepasa announced an agreement to merge with myYearbook Transaction Value: $100 million; $82 million in QPSA common stock and $18 million in cash. Shares to be issued fixed at 17 million. Share Restriction/Lockup: 16.67% of shares unrestricted at closing. 16.67% unrestricted each month for next 5 months. Governance: myYearbook CEO, Geoff Cook will serve as COO and President of the Consumer Internet Division. Geoff and two other myYearbook designees will join Quepasa Board. Closing: Expected in the fourth quarter of 2011
myYearbook At-A-Glance myYearbook - One of the Most Trafficked Web Sites in the US1 and the #1 Site for Teens Exceptional revenue growth - up 51% in 2010 Strong monetization – over $1per member per month Robust product pipeline focused on continued growth in mobile, social gaming, and virtual goods Strong financial performance: Revenue run-rate of $30mm and profitable Fast growing mobile applications – mobile now 40% of total logins 1As ranked by comScore teens category by minutes, visits, and page views (June 2011)
myYearbook Mobile Android Top Free Social Rankings as of July 11, 2011
Combined Quepasa and myYearbook become a Leading, Publicly-Traded Global Platform for Social Discovery
Social gaming installs of 4.4 million across Facebook, Quepasa and Orkut2
Experienced team of 200+, with 100+ engineers/product and 23 in sales group
Strengths in Social Gaming, Mobile Gaming, Virtual Goods, and Brand Advertising
86 MM+ Global Web & Mobile Users $30.9 MM Pro Forma 2010 Revenues 2.4 B Monthly Page Views1 1Internal analytics for June 2011 2As of August 31, 2011
Quepasa + myYearbook Integration Global Social Discovery Platform
86 MM+ Users
International reach and user acquisition expertise
Best-in-class retention and monetization including
new paid virtual currency for web & mobile Cross-Platform Distribution & Monetization Products
Mobile Expertise: myYearbook mobile
Social Advertising Products: Quepasa Contests & Social Theater
Proprietary Games: Wonderful City & Future Titles
Conclusion 4.1x Implied Pro Forma 2010 Revenue Multiple Merger brings together businesses with incredible synergies in markets, technologies Creates a platform for growth with global potential, social discovery differentiation, and great economies of scale – high margin, high growth Combined metrics position us as under-valued relative to other market comps $1.78 Implied Value Per Registered Web User $6.8 MM Combined 2010 EBITDA