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Investor FAQs

General

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What is Northover Capital Inc.’s core mandate?

NCI is a strategic capital entity purpose-built to be an investment issuer listed on the Canadian Securities Exchange (CSE). Its mandate is to generate returns by making approximately 15 investments across debt, equity, and convertible debentures in private, high-growth companies, while distributing a minimum of 20% of net income annually to shareholders via dividends.

What problem in the market are you solving?

Private investors are facing long timelines to liquidity (9–12 years), declining access to early-stage funding, and compressed valuation multiples. Meanwhile, Canadian public markets are losing listings and are increasingly populated by index funds rather than operating companies.

NCI solves this by pooling attractive private company investment opportunities — typically unavailable to the average investor — into a publicly traded entity. This structure provides:

  • Liquidity for NCI shareholders through the public market,
  • Diversified exposure across sectors and instruments, and
  • A valuation proxy for private companies, as the trading multiples achieved by NCI can serve as a benchmark for how those businesses might be valued by the public markets
Which sectors will you invest in, and which will you avoid?
NCI focuses on energy, agriculture, industrials, information technology (including AI), materials, and real estate. Excluded sectors include controlled substances, cryptocurrency, forestry, and mining.
Why will NCI succeed when many investment issuers in the past have failed to deliver returns?

Many historical investment issuers failed due to inadequate deal flow, insufficient screening rigor, and limited differentiation. NCI is designed to address these weaknesses. Its advantages include:

  • AI-assisted screening, allowing systematic evaluation of hundreds of deals per month and reducing reliance on manual bottlenecks.
  • A balanced portfolio model (equity, debt, convertibles) providing both income and upside — not just speculative growth.
  • Selectively active involvement in 2–4 investments, creating real influence on outcomes rather than being a passive capital provider.
  • Unique team of founders, board of directors and strategic advisors.
  • Focused sector strategy (excluding highly volatile industries like crypto or mining) to reduce downside risks.

This combination positions NCI to achieve consistent dividends (minimum 20% of net income annually) and sustainable capital appreciation, differentiating it from prior issuers that lacked process discipline or structural advantages.

How do you know that you’ll achieve the returns that you are targeting in your model portfolio?
With over 300 opportunities to consider per month, through a detailed screening process, NCI expects to be able to construct a portfolio that achieves its target returns
What’s so special about NCI’s access to deal flow?

Co-founder Randy Thompson, through his vast network of angel investors, serial entrepreneurs, founders, brokers, directors, advisors and more, provides NCI’s primary channel of investment opportunities.

NCI’s other founders also have complementary networks with thousands of contacts through which high quality, unique and rewarding investment opportunities are expected to emerge.

Deal flow originates from relationships with angel organizations (e.g., Canadian angel networks, Level39 UK, Angel Capital Association US, European groups), institutional funds, co-investors, and strategic partners. Some Canadian sources alone provide ~300 deals per month.

How do you plan to achieve your 20% dividend payout target?
NCI is committed to delivering unique opportunities and targeting the distribution of 20% of net income in the form of dividends, overall to foster value for investors in an evolving financial landscape. To support this, the portfolio will be structured with one-third equity (with potential returns of up to 200%), one-third debt (15–26% yields), and one-third convertible debentures (12–20% yields plus equity upside). This balanced mix provides both steady income and long-term capital appreciation, enabling NCI to meet its dividend commitment.
What is the expected holding period for your investments?
NCI targets investment durations of 6 months to 3 years. This shorter cycle provides flexibility to recycle capital and respond to liquidity opportunities.
How will NCI screen investments?
NCI follows a disciplined four-stage screening process:

  • Eligibility check: compliance, geography, and whether NCI can exert influence where needed.
  • Macro-level assessment: sector outlook, market size, and SPRITE analysis (social, political, regulatory, international, technological, environmental).
  • Company-level review: financial condition, leadership quality, strategy, and execution capacity.
  • Investment-level review: governance, deal terms, structure, and full due diligence.

To handle the high volume of deal flow (with Canadian angel networks alone presenting ~300 deals per month), NCI also intends to deploy AI-powered screening agents. These will help filter opportunities more efficiently, flag high-potential targets, and support data-driven decision-making, enabling NCI to process more opportunities than a traditional team could manage.

How will NCI review and approve investments?
NCI follows a multi-tiered governance process for investment approval:

  1. Initial investment opportunity screening and analysis are conducted by the corporate development team.
  2. IOpportunities are then reviewed and filtered by the C-suite to ensure alignment with strategy and risk profile.
  3. Investment decisions are made by the Investment Committee, composed of the CEO, one independent director, and one strategic advisor.
  4. Final funding approval is authorized by a majority vote of the Board of Directors, ensuring accountability and proper oversight at the highest level.

This process balances speed and efficiency with governance discipline, reducing the risk of poor investment decisions.

What will shareholder liquidity look like?
Liquidity is offered through three channels: exits from portfolio companies, annual dividends, and potential share buybacks. Being publicly listed also ensures secondary market liquidity for investors.
How does NCI compare to private equity or venture funds?
Unlike traditional PE/VC funds with 7–10 year lockups, NCI provides public liquidity while still investing in similar high-growth companies. It combines the upside of private market investing with the flexibility of a public vehicle.
Who are the founders and what is their experience?
  • Randy Thompson – Canadian Angel of the Year (2018); Chairman & CEO of Valhalla Private Capital; serial fund-builder and investor with global angel ecosystem.
  • David Wickenberg, CPA – Co-founder of KWB CPAs, advising SMEs for 25+ years.
  • Nick Kuzyk, MBA – 20+ years in corporate development and capital markets.
  • Chris Nyberg, JD – M&A lawyer at MLT Aikins, Chambers-recognized.
  • Adam Bouzelmate, MBA – Ex-PwC, Citi, BCG; finance and sustainability focus.
  • Landon Wickenberg – Small-cap market analyst, Canadian Stockman channel.

Board formation: Nick Kuzyk, David Wickenberg, and Randy Thompson are the founding members of NCI’s board of directors.

What role will NCI play in portfolio companies?

NCI will be selectively active in 2-4 investments, fulfilling CSE requirements for active involvement. Roles may include board seats, board observers, or strategic advisory. In the majority of investments, NCI will be passive.

How will NCI manage risk?
Through diversification across 15 investments, balancing equity with fixed-income instruments, and maintaining geographic and sectoral spread. Governance, due diligence, and co-investor syndication further mitigate risks.
What are examples of target investments?
Active opportunities include companies like Cleanster Inc. (AI-powered cleaning platform), an IT consulting company with $21M revenue, a specialty fabrication company, and TerraFerno Geothermal. Passive opportunities include secondary stakes in companies like SpaceX, Plaid, and EarthGrid.
What are NCI’s exit strategies?
Exits may occur via IPOs of investee companies, M&A transactions, or secondary market sales of securities. Passive positions will be sold once target appreciation is achieved or after IPOs, while active roles may include spinning out acquired businesses onto the CSE.
What competitive advantage does NCI have?
Western Canadian roots give unique access to undercapitalized mid-market companies. The team has deep networks across angel and institutional investors, combined with public markets expertise. Importantly, NCI will be among the first investment issuers to incorporate AI into its screening process at the foundational level to expedite due diligence and enhance decision-making. NCI is modeled on proven public investment issuers like Onex Corporation, but with a forward-looking technological edge.
What is your long-term vision?

The investment issuer structure is only available on the CSE; it’s a unique product to that exchange, similar to how CPCs are unique to the TMX.

In addition, the CSE provides lower listing and compliance costs, a faster and more flexible listing process, and access to both retail and institutional investors who are familiar with similar types of entities. This combination of exclusivity, cost-efficiency, and flexibility makes the CSE the most appropriate home for NCI.

FFPA Round-Specific

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What is your initial raise and use of proceeds?
The first raise targets $1.5MM through a friends-and-family round at $0.10 per share, with a minimum investment of $10,000.
What will the $1.5 million be used for?
General corporate purposes, including continuing to set up and administer the company, fill key roles, market the offering(s) to qualified investors, attract the independent members of the board of directors, attract strategic advisors, etc.
Where does the money go before each tranche is closed?
Funds will be deposited into an account belonging to MLT Aikins LLP, where they will be held in trust until each tranche is closed.
Once a tranche is closed, the proceeds are then deposited to NCI’s bank account at ATB Financial.
What is your post-raise valuation?
Post-money valuation is expected to be approximately $2 million (basic and fully diluted).
What happens if you don’t raise the target amount of $1.5 million?

We aim to close on a rolling basis in tranches of $150,000-250,000.

The Board has authorized us to up-size the offering to $2.5 million, subject to demand.

However, below a certain minimum target amount, which has been determined internally, the plan to advance NCI to its next phase will likely be changed.

If I invest at $0.10 per share, how much money will I make?
If the FFPA round is successful, we expect to conduct a Series A round at a higher price per share as we approach NCI’s listing on the CSE but we can’t speculate or comment on any future share prices at this time.
What is your funding plan after the FFPA round?
After the initial $1.5MM, NCI plans to raise at least $15 million and up to $20 million post-listing to fund portfolio investments, expand the team, and build compliance and reporting infrastructure.