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Mantra Venture Group Presentation

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Mantra Venture Group Presentation

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Mantra Venture Group Presentation

  1. 1. SGS INVESTOR PRESENTATION Currently known as: Mantra Venture Group, Ltd December 2017
  2. 2. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT: THE MATTERS DESCRIBED HEREIN CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND UNCERTAINTIES THAT MAY INDIVIDUALLY OR MUTUALLY IMPACT THE MATTER DESCRIBED, INCLUDING BUT NOT LIMITED TO PRODUCT DEMAND AND MARKET ACCEPTANCE, THE EFFECT OF ECONOMIC CONDITIONS, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, GOVERNMENTAL REGULATIONS, RESULTS OF LITIGATION, TECHNOLOGICAL DIFFICULTIES, AND/OR OTHER FACTORS OUTSIDE THE CONTROL OF THE COMPANY (DEFINED HEREIN). THE INVESTMENT SUMMARY CONTAINS FORWARD-LOOKING STATEMENTS BASED ON CURRENT EXPECTATIONS, ESTIMATIONS AND PROJECTIONS ABOUT THE COMPANY’S OPERATIONS, INDUSTRY, FINANCIAL CONDITION AND LIQUIDITY. STATEMENTS CONTAINING THE WORDS SUCH AS “EXPECTED”, “BELIEVE”, “SHOULD”, “ANTICIPATE”, “INTEND”, “PLAN”, “MAY”, “WILL”, OR SIMILAR EXPRESSIONS CONSTITUTE FORWARD-LOOKING EXPRESSIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT OUR PROPOSED ACQUISITIONS, AND THE ANTICIPATED CASH FLOW BALANCES AT TIME OF CLOSING, THE INTERNET SERVICES MARKET, OUR USER BASE, OUR SERVICES AND MARKETING INITIATIVES, THE ADVERTISING MARKET, COMPETITION, OPERATING EXPENSES, OPERATING EFFICIENCIES, REVENUE, CAPITAL REQUIREMENTS, AND OUR CASH POSITION. IN ADDITION, ANY STATEMENTS THAT REFER TO EXPECTATIONS, PROJECTIONS, OR OTHER CHARACTERIZATIONS OR FUTURE EVENTS OR CIRCUMSTANCES, INCLUDING ANY UNDERLYING ASSUMPTIONS, ARE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE OUR ACTUAL RESULTS COULD DIFFER MATERIALLY AND ADVERSELY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF RISK FACTORS. STATEMENTS INCLUDING FACTORS THAT WE BELIEVE MAY IMPACT OUR RESULTS ARE NOT INTENDED TO BE EXCLUSIVE. REGULATION: THE SECURITIES REFERRED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS FOR SALES OF SECURITIES TO ACCREDITED INVESTORS ONLY. THE SECURITIES HAVE NOT BEEN APPROVED FOR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSIONS OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY. THIS MEMORANDUM IS BEING ISSUED BY THE COMPANY WHO HAS AUTHORIZED ITS ISSUE. NOTICE IS GIVEN THAT: The informaYon relaYng to the company contained herein has been provided by the company. This informaYon has not been independently verified by any other party. Neither the receipt of this memorandum nor any informaYon (whether wriaen, electronic or oral) made available in connecYon with any contemplated transacYon of the company or its assets consYtutes , or is to be taken as consYtuYng, the giving of investment advice by its officers, members, or employees. Recipients of this memorandum in jurisdicYons outside the United states should inform themselves about and observe all applicable legal requirements in their jurisdicYons. In parYcular, the distribuYon of this memorandum in certain jurisdicYons may be restricted by law and, accordingly, recipients represent that they are able to receive this memorandum without contravenYon of any unfulfilled registraYon requirements or other legal restricYons in the jurisdicYon in which they reside or conduct business. NO PART OF THE CONTENTS OF THIS MEMORANDUM HAS BEEN APPROVED, DISAPPROVED OR RECOMMENDED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE ANY OF SUCH AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. EACH RECIPIENT, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO HOLD THE COMPANY, ITS OFFICERS, “MEMBERS, MANAGERS AND DIRECTORS” and employees HARMLESS AGAINST ANY CLAIMS, COSTS, EXPENSES OR DAMAGES THEY MAY SUFFER AS A RESULT OF THEIR RELIANCE UPON THE CONTENTS OF THIS MEMORANDUM. REPRODUCTION and distribuYon OF THIS MEMORANDUM IS PROHIBITED. The informaYon contained herein is subject to updaYng, amendment and verificaYon. It should not be relied upon by any persons for any purpose. Nothing in this MEMORANDUM or in the materials referred to herein consYtutes or is intended to consYtute financial or other advice and you should not act upon any informaYon contained in this MEMORANDUM or in the relevant materials without first consulYng a financial, legal or other professional adviser. BEFORE READING THIS INFORMATION MEMORANDUM IT IS IMPORTANT THAT YOU FIRST READ THIS DISCLAIMER 2
  3. 3. 3 MAIN ACTIVITIES Spectrum Global Solutions, Inc. (SGS) (currently known as Mantra Venture Group, Ltd) is the holding company for next generation technology companies specializing in Telecommunications and Energy across the US, Canada, Caribbean and internationally. Telecommunications Through our Subsidiaries, AW Solutions, Inc., AW Solutions Puerto Rico, LLC. and Tropical Communications, Inc., we are a leading provider of comprehensive outsourced services and solutions for the deployment and maintenance of next generation and legacy wireless and wireline telecommunication networks and infrastructure. We provide our services directly to carriers, aggregators, enterprise, PMO and OEM clientele. Energy Through our subsidiary, Mantra Energy Alternatives, Ltd., we develop and commercialize alternative energy technologies and services. We acquired and own technologies like MRFC (Mixed-Reactant Fuel Cell) design which is a revolutionary fuel cell concept and ERC (Electro-Reduction) which is a process for the electro- reduction of carbon dioxide from industrial sources. The company operates as a clean technology development company. OPPORTUNITIES v  5G technology trials and deployments v  Network densification v  IOT opportunities v  FirstNet Public Safety Deployment v  FCC auctioning more spectrum for wireless deployments v  Growth of wireless and wireline/fiber infrastructure v  Commercialization of alternative energy technologies v  Monetize existing technology patents v  International growth, developing and emerging markets v  Increased development of the Wi-Fi and Wi-MAX market v  Industry consolidation v  Expansion of Caribbean market v  Develop sales and marketing team v  Further develop industry relationships v  Make strategic acquisitions in the industry CORPORATE LOCATION Spectrum Global Solutions, Inc. Longwood, Florida http://SpectrumGlobalSolutions.com KEY ASPECTS v  Strong management team in place v  Opportunity exists for sustained growth v  Covers U.S., Canada, U.S.-Virgin Islands and Puerto Rico v  Provides turnkey deployment solutions v  Experience in all wireless and wireline technologies v  Provides services direct to carriers, tower and DAS/ Small Cell aggregators, OEM’s, enterprise and consulting companies v  Diverse customer base featuring top tier carriers v  Focused on high growth markets v  Excellent industry reputation ExecuBve Summary
  4. 4. 4 Mission & Values Mission/Vision •  Strive to be the World-Class industry leader by which others are measured •  Provide: –  Greatest Value –  Highest Quality –  Unparalleled Reliability & Responsiveness •  Aaract and retain excepYonally talented people Goals/Values •  ExcepYonal Customer/Client SaYsfacYon •  Superior Financial Results for Shareholders •  Unwavering Integrity –  Do what is right –  Commitment –  Fairness •  Respect –  Value each other and those we serve •  CreaYvity –  InnovaYon –  ImaginaYon –  Originality •  Teamwork –  InspiraYon –  Empowerment
  5. 5. 5 Company ObjecBves/Focus •  TelecommunicaYons focused business –  Wireless –  Wireline •  Tier 1 Carriers, Enterprise, Government & Private Clientele •  Capitalize on pending Technology Deployments 2018 – 2025 –  IOT, 5G, FirstNet •  NaYonal and InternaYonal Footprint •  DiversificaYon –  Revenue –  Clients –  Sectors –  LocaYons •  Comprehensive and One-Stop Service Offerings •  Accelerated, Controlled and Managed Growth –  AcquisiYon –  Organic
  6. 6. 6 AcquisiBon Company Target Profile •  TelecommunicaYon Company –  Professional Services and/or InstallaYon/ConstrucYon Services –  Wireline and or Wireless –  Clients: Carriers, Enterprise, Government, Private –  Strong Management Team & Controls –  Excellent ReputaYon –  Aligned visions •  Financial Metrics –  Strong and diverse revenue, EBITDA –  Consistent Annual Projected Growth
  7. 7. 7 ExecuBve Management Team •  Current ExecuYve Structure –  Chief ExecuYve Officer/Chairman of the Board – Roger Ponder –  President/Director – Keith Hayter –  Interim CFO – Bob Varma •  Future ExecuYve Team AddiYons –  Chief Financial Officer –  Chief OperaYng Officer –  Vice President - Sales •  Future Directors –  Director – Steve Fry –  Director – TBD
  8. 8. 8 Company OrganizaBon Spectrum Global Solutions, Inc. Nevada Domicile Mantra Energy Alternatives Ltd. Canadian Domicile AW Solutions, Inc. Florida Domicile AW Solutions, Puerto Rico LLC.. Puerto Rico Domicile AW Solutions, of N. Carolina, Inc. N. Carolina Domicile AWS Engineering, Inc. New York Domicile Tropical Communications, Inc. Florida Domicile
  9. 9. 9 Growth & AcBvity Timeline January 2007 Mantra Venture Group Formed April 2017 Mantra Venture Group Acquires AW Solutions October 2017 Rename to: Spectrum Global Solutions 2017 Commence Acquisitive Growth Strategy January 2018 Revenue Target $28-34M October 2018 Revenue Target $60-80M Near Future Potential NASDAQ Uplift
  10. 10. 10 Investment Highlights High Growth Potential in Telecom, Infrastructure & Enterprise Solution Markets Proven Ability to Sell and Support Fortune 1,000 Accounts & Tier 1,2,3 carriers Replicable, Scalable Services Model with Industry Leading Strategic Partnerships Master Service Agreements (MSA’s) Over 100 In-Place Proven Management Team with Over 180 years of Combined Executive Leadership Experience
  11. 11. 11 Our Keys for Growth Quality Comprehensive Professional Services Customer Satisfaction Complete Spectrum of Services For ‘Global Solutions’ Multiple Market Capacity – National & International Cross Sell — Upsell Synergies Long Term Client Relationships Leading Vendor Partnerships Project & Recurring Revenue Streams
  12. 12. 12 Strong Management Team Over 180 years in High Tech Executive Experience Roger Ponder Chairman & CEO •  CEO/President/Principal, Summit Capital Partners, LLC •  COO & BOD-Director, InterCloud Systems Inc. •  CEO/President, Time Warner MidWest Division, Kansas City, Kansas •  VP/GM/President, Oceanic Communication/TWC, broadband provider, Hawaii •  VP Business & Strategic Planning, Time Warner Telecom/TWC/TWE, Denver Keith Hayter President •  CEO and Founder, AW Solutions, Inc. & AW Solutions Puerto Rico LLC •  VP-GM, Alcoa Wireless Services •  EVP and Principal, Pacific 17 •  CEO and Founder KNK Engineers Bob Varma, CPA CFO •  CEO and Founder, Varma & Associates •  VP and Group Controller, Novatel Communications •  Corporate Controller, Nortel •  Audit Supervisor, Ernst & Young Larry Kristof President - Mantra Energy Alternatives •  CEO, Mantra Venture Group, Ltd •  CEO, Lexington Energy •  CEO Lexington Communications •  CCM, Trivello Energy Corp •  President and Founder, Westec Venture Group James Partridge COO - AW Solutions •  EVP and Founder, AW Solutions, Inc. & AW Solutions Puerto Rico LLC •  PM, Alcoa Wireless Services •  VP, Utilipath •  PM, BE&K •  PM, MFS Network Technologies (WorldCom)
  13. 13. 13 Telecom Industry Trends Support Growth US Wireless Carrier CAPEX Spending in US$ Billions Market Disruptions Provide Growth Opportunities Enterprise •  Infrastructure 2.0 •  Explosion of smart phones, tablets, BYOD •  Customers demanding rapid deployment of new apps •  Private networks & facility/building coverage Service Provider Market •  5G deployment roll-outs •  IOT technology deployments •  FirstNet naYonal public safety system deployment •  Small cell densificaYon •  Fiber network builds for backhaul needs •  4G upgrade, DAS, small cell
  14. 14. AW SoluBons Company Overview 14 •  Formed in 2006 •  A leading, comprehensive, single source provider of services for the development, deployment and maintenance of Wireless/DAS/Small Cell/Wireline & Fiber networks and infrastructure. •  Services range in scope from a single acYvity, to mulY-year, mulY-region large scale turnkey development contracts. •  Experience encompasses naYonal programs worth over $200 million, management of 200 + staff and a pool of 400 contractors. •  Provide services direct to Carriers, DAS aggregators, OEM’s, Enterprise clients and ConsulYng companies. •  InternaYonal, NaYonal, Regional & Local Experience. Registered in 49 States, 3 US territories (Puerto Rico, USVI, Guam), 5 Canadian Provinces (AB, BC, NF, ON, QC) in support of our clients. •  Performed more than 70,000 acYviYes on Wireless, DAS, Wireline & Fiber networks across the country AW SoluBons plans, acquires, designs, constructs and maintains legacy and next generaBon communicaBons networks
  15. 15. Telecom Turnkey Service SoluBons 15 Program / Project Management Installation, Technical & (UAV) Drone Services ISP/OSP Engineering & Structural Services Construction Management/ Inspection ROW, Property, Asset Services Construction Warehousing, Procurement, Logistics Management & Maintenance Services RF Design Services Wireless, Small Cell, Wireline, Fiber Networks
  16. 16. Telecom SoluBon Environment 16 Wireless, Small Cell, Wireline, Fiber Networks
  17. 17. Mantra Energy AlternaBves Company Overview 17 •  Formed in 2007 •  Mission - to develop and commercialize alternaYve energy technologies through research and development and acquisiYon of technologies and services. •  Mantra Energy AlternaYves’ strategy is to license and/or acquire technologies that require research & development. •  What we specialize in: –  ExperimentaYon and process performance; process and –  Economic modeling to opYmize the costs of a commercial system; –  Design and simulaYon of Pilot systems for technology demonstraYon and Business Development –  Design and fabricaYon of laboratory prototypes •  ImplementaYon, producYon & management to residenYal, commercial and industrial marketplace. •  Carbon reducYon technologies include electrical power system monitoring technology, wind farm electricity generaYon and other soluYons. Mantra Energy AlternaBves is a technology research and development company focused on green energy soluBons
  18. 18. Mantra Energy AlternaBves Technologies 18 Electro-Reduction of Carbon Dioxide “ERC” Mixed-Reactant Fuel Cell “MRFC” Mantra Energy Alternatives has acquired and owns a process for “ERC” and has the exclusive world license for “MRFC”. We are developing these alternative energy technologies and services to enable sustainable consumption, production and management of resources on residential, commercial and industrial scales.
  19. 19. Service Footprint 19
  20. 20. Contacts 20 Management Roger Ponder – CEO (407) 260-0231 Ext 116 Rponder@SpectrumGS.com www.SpectrumGlobalSolutions.Com Keith Hayter – President (407) 260-0231 Ext 105 KHayter@SpectrumGS.com www.SpectrumGlobalSolutions.Com Investor Relations Lawrence Sands (561) 672-7068 LSands@SandsConsults.com

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