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(1)

Chief Executive Officer

INVESTOR PRESENTATION

Q3 2015

Craig O’Neill

David Chan

(2)

2

Forward Looking Statements

This presentation contains “forward-looking information” which may include, but is not limited to, statements with

respect to the activities, events or developments that the Company expects or anticipates will or may occur in the

future. Such forward-looking information is often, but not always, identified by the use of words and phrases such

as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or

“believes” or variations (including negative variations) of such words and phrases, or state that certain actions,

events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved.

These forward-looking statements, and any assumptions upon which they are based, are made in good faith and

reflect our current judgment regarding the direction of our business. Management believes that these assumptions

are reasonable. Forward-looking information involves known and unknown risks, uncertainties and other factors

which may cause the actual results, performance or achievements of the Company to be materially different from

any future results, performance or achievements expressed or implied by the forward-looking information. Such

factors include, among others, risks related to the speculative nature of the Company’s business, the Company’s

formative stage of development and the Company’s financial position.

Forward-looking statements contained herein are made as of the date of this presentation and the Company

disclaims any obligation to update any forward-looking statements, whether as a result of new information, future

events or results, except as may be required by applicable securities laws. There can be no assurance that

forward-looking information will prove to be accurate, as actual results and future events could differ materially from those

anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking

information.

(3)

Current State of A/R Management

3

Supplier Creates

Invoice

Sends invoice to

buyer

(Paper or Email)

Buyer routes for

internal

approval

Supplier sends

reminder email

Buyer requests

new invoice

(4)

4

Complicated and Costly

Frustrated customers

Wasted time

High bad debt expense

Organizational inefficiencies

Late Payments

(5)

5

Financial technology company delivering integrated

cloud-based payment solutions for businesses

(6)

VersaPay

6

2006

Company Founded

2010

#1

Rank in Profit Top 50 in 2009

Initial Public Offering

(7)

What Versapay Delivers

7

POS Merchant Services

Business Solutions

Reseller of credit card terminals

Track record of new account growth

Recurring fees generated on

transaction volumes

Long term relationships with

customers and technology partners

Cash flow positive

SaaS-based electronic invoice and

payment system

Designed to streamline accounts

receivable management

Product is delivered to end users

through direct sales and partnership

arrangements

(8)

Versapay Solutions Products

ARC

- Supplier portal

- Customer portal

Gateway

- Payment Processing Services

- Payment Gateway Services

- Application services (users, logging, etc)

- Credential Vault

- Notification Services

PayPort

- UI for individuals /

small businesses to

make and receive

payments

Future apps

- Payment API

- Invoice API (future)

- File import

- Processor connectivity

- AR connectors

- AP connectors (future)

Admin

Console

- Admin tools

8

(9)

ARC: Accounts Receivable Cloud

9

COMPANY:

Publish invoices and

supporting documents

Collaborate with customers

Track and analyze customer

behavior

Auto reconcile and clear

CUSTOMERS:

One-click access

Convenient and secure

Collaborate with you

Choice of payment options

(10)

ARC Advantage

Invoice and collect more efficiently

Get paid electronically, get paid faster

Reduce costs vs manual or on premise systems

Satisfy customers desire to pay electronically

Make credit cards a cash flow tool

Eliminate security issues with customer data

Get started quickly and easily

10

(11)

The Opportunity

(Selected Verticals)*

11

165,000

U.S. firms with $50M to $1B

in revenue

>$5B

USD

In annual recurring revenue

88%

Percent of U.S. firms rely on

paper invoices

Selected Vertical Industries:

Media

Trucking / Logistics

Commercial Realty / Property Managers

Wholesale / Distributors

Manufacturing

Professional Services

*

1,582

3,845

1,120

50M-100M 100M-500M 500M-1B

(12)

12

A/R Automation/Outsourcing

BillTrust

Direct Insite

Transactis

Kubra

HighRadius

Banks

A/P Automation/Outsourcing

Oracle

SAP

Esker

Corcentric

Ariba

Bottomline Technologies

Banks

Email-based Invoicing

Freshbooks

Wave

Intuit

Sage

Invoice2go

Procure-To-Pay

Cortex

Esker

Corcentric

Ariba

Ecosystem & Competition

La

rge

SUPPLIER

Small

Small BUYER Large

(13)

13

ARC:

Positioned to Grow Rapidly

A compelling value

proposition

A large untapped market

with limited competition

Our approach overcomes

historical obstacles

Experience in the market has

proven our story is

compelling

Addressable market is

estimated to be at least 5B

Limited competition

The solution, pricing and

implementation approach

takes away reasons to say no

(14)

14

ARC:

Positioned to Grow Rapidly

A compelling value proposition

A large untapped market with

limited competition

Our approach overcomes

historical obstacles

Partnerships with major industry

players give us significant market

reach

Several trends are leading

towards change

Experience in the market has

proven our story is compelling

Addressable market is estimated to

be at least 3.5B

Very limited competition

The solution, pricing and

implementation approach takes

away reasons to say no

Heartland, TD, Visa, MasterCard,

more on the way

(15)

Growth Profile –

The Early Adopter Phase

15

09/13-06/14

ARC

Development Phase

07/14-04/15

Pilot Phase with

early adopters

05/15-12/15

Graduate from early

adopters

2016

-Expand Sales and

Partners to scale-up

“First 5”

“5 to 25”

2013

(16)

16

Early Adopter Phase Progress

25

13

Suppliers signed

Suppliers live

Excellent Customer Feedback

1M

Annual recurring revenue from

current signed customers

$5-7M

Annual recurring revenue from

current pipeline

Customers registered

11,000

*

(17)

17

Recent Highlights

Three banks interested in

reselling ARC

ERP vendor agrees to use

ARC and refer customers

First unsolicited leads

received

RFP (from large US

manufacturer)

First 1M invoice/month

opportunity

$9,100,000

In paid invoices

27%

Percent of invited

end-customers registered

670,000

(18)

Customer Success Stories

Municipal government pays 22 outstanding invoices dating

back 6 months. A/P user calls in to say “how much everyone

loves this new system”

Buyer pays $68,000 of overdue invoices in response to ARC’s

automatic 30-day overdue reminder

Buyer logs in, signs up and pays all outstanding invoices

within 5 minutes of ARC sending invitation

Buyer automatically opts-in for AutoPay within days of

feature being introduced

Agency buyer pays all outstanding invoices with one click

using Pay All feature

(19)

19

Revenue Model

Business Solutions

POS Merchant Services

Monthly

subscription fee

Credit card

transaction fee

Sale of credit

card terminals

Credit card

transaction fee

>95%

Recurring Revenue

+

+

(20)
(21)

21

$30,000

$40,000

$50,000

$60,000

$70,000

$80,000

$90,000

$100,000

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2013

2014

2015

Profitable

Stable

POS Volumes Continue to Grow

Cr

edit

Car

d

$

V

alue

(in

thous

ands)

(22)

22

Revenue:

Growth Expected From Business Solutions

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

Q2 '13

Q3 '13

Q4 '13

Q1 '14

Q2 '14

Q3 '14

Q4 '14

Q1 '15

Q2 '15

Q3 '15

Business Solutions

POS Merchant Services

R

ev

enue

(in

thous

ands)

*

(23)

23

Financial Summary

($000

s)

Q3

15

Q3

14

FY

14

FY

13

Revenue:

$1,385

$1,358

$ 5,165

$ 4,819

Gross Profit

733

839

3,210

3,212

Gross Margin

53%

62%

62%

67%

Adjusted EBITDA

(1,164)

(785)

(2,717)

(670)

Net income (loss)

(1,631)

(1,085)

(3,556)

(1,110)

(24)

24

Corporate Information

Ticker (TSXV)

VPY

Market Capitalization

(11/24/15)

$30.6M

Stock Price

(11/24/15)

$1.20

Shares Outstanding (Basic)

25,500,990

Options

3,641,618

Fully Diluted Shares Outstanding

32,994,680

Year End

December 31st

Cash and cash equivalent

(09/30/15)

$4.3M

(25)

Management Team

Craig O’Neill – Chief Executive Officer and Director

Craig O'Neill was appointed to the position of Chief Executive Officer at VersaPay Corporation in September 2013. He has also been a Director on the company’s board since November 2013. He has more than 20 years of experience delivering enterprise software. Prior to joining VersaPay, Craig was the co-founder and CEO of Xeye, where he directed the company’s growth of more than 40% per year and sale to Odyssey Financial Technologies, and ultimately to the Temenos Group, where he became SVP Strategy and Development. His background includes management of large development groups, designing and building foundational components of corporate system architectures and applications, overseeing enterprise CRM implementations and driving strategic business initiatives. Craig holds a B.Sc. from the University of Toronto in Computer Science and Mathematics.

David C W Chan – Chief Financial Officer and Corporate Secretary

David has served as VersaPay’s CFO and Corporate Secretary since 2011. He has over 24 years of experience working with high growth technology companies. Prior to VersaPay, David was an M&A and corporate finance professional and advised on over 30 transactions with a total value of over $1 billion. David has also been an investor and principal in several software start-ups. He is a Chartered Accountant, and previously worked with Ernst & Yong. David is also a CPA and CFA charterholder and has an MBA from the Schulich School of Business at York University.

John McLeod – Vice President, Marketing

John McLeod joined VersaPay in October 2014 responsible for creating and delivering the company’s brand and marketing strategy. John was formerly Vice President, Marketing at Desire2Learn, a global SaaS based learning solutions provider. During his tenure he was instrumental in its growth from 35 employees to a global enterprise of nearly 900 employees serving 13 million learners. John has been a key member of senior management teams driving growth in both start-up ventures and large technology companies including MetroNet Communications, AT&T Canada and Allstream. John holds a BBA from Wilfrid Laurier University, an MBA from the Ivey School of Business at Western University and a CMA designation.

Geoff Coutts – Vice President, Sales

Geoff Coutts has over 25 years experience with such notable technology companies as Samsung, Verizon and Hewlett-Packard. In his role as VP Sales, Enterprise Business, at Samsung Canada he was responsible for managing the sales of mobility and IT related products and services to businesses. Prior to Samsung, Mr. Coutts was the VP & General Manager for Canada for Verizon Enterprise Solutions. He joined Verizon after a long career with Hewlett-Packard Canada, where he progressed from business unit manager to eventually become VP Sales, Enterprise Services.

Mislav Majic – Vice President, Sales Engineering

Mislav Majic joined VersaPay in October 2011 and is responsible for leading the sales team to deliver on the company’s solutions vision. He brings with him 15 years of experience building and leading software solutions business in the financial services technology sector. Prior to joining VersaPay Mislav was a partner at Facta Vera, a payment automation and cash management solution provider for enterprise level organizations. In that capacity, Mislav oversaw the vision, strategy and growth from start up onwards, ultimately serving hundreds of Fortune 1000 customers throughout North America. He has a Bachelor of Business Administration degree from Ryerson University.

(26)

Management Team

Garry Chan – Vice President, Products

Garry Chan joined VersaPay as Vice President, Products in January 2014. He has more than 20 years of experience as a technology entrepreneur and leader. Prior to VersaPay, Garry was founder of goodiest.com, a cloud-based technology start-up for small business and before that, Managing Partner at Procase Consulting Inc., a Toronto-based IT professional services company. Garry holds a B.Sc. from the University of Calgary, an MBA from the Rotman School of Management at University of Toronto, and a M.Sc. from Carnegie Mellon University.

Frank Opat – Vice President, Software Engineering

Frank Opat joined VersaPay Corporation in February 2014 and leads the software engineering group. Over the past 15 years, he has brought enterprise scale software solutions to market globally, as a consultant, product architect, product manager, and entrepreneur. Prior to joining VersaPay, Frank held senior product leadership roles at Temenos through acquisitions of Odyssey Financial Technologies & Xeye. He co-founded and designed several products servicing the CRM & document management needs of the Canadian mortgage industry. Frank holds a Bachelor of Mathematics & Honours Computer Science from the University of Waterloo.

Patrick MacDonald – President, POS Group

Patrick MacDonald joined VersaPay in January 2010 and leads the company’s national POS sales and account management teams as well as the merchant sales support team. Patrick has 18 years of business development experience. Prior to joining VersaPay, he partnered and worked with one of Canada's leading ATM distributors, rapidly becoming the number one distributor across Canada. He served as the Director of National Sales for a national marketing company, where he was instrumental seeing it become one of Canada's largest marketing and fulfillment houses.

Kevin Short – Co-Founder and Chief Information Officer

Kevin Short co-founded VersaPay Corporation in 2006 and serves as its Chief Information Officer. Prior to VersaPay Kevin developed the security architecture and oversaw the security design and implementation for the Vancouver 2010 Olympics for Bell Canada. Kevin has been involved in designing, securing and implementing banking infrastructure for Canada's leading financial institutions for more than 13 years. In his career, Kevin has served in a senior capacity for Sun Microsystems, Nortel Networks, TELUS, Shaw Communications, Bell Canada, Enbridge and TransCanada Pipelines.

(27)

Investment Highlights

First mover advantage

Over 95% of revenue is recurring

ARC pilot completed successfully

Transition to high margin SaaS model

Enormous market opportunity estimated at $5B

Current pipeline of $5-7M of annual recurring revenue

Stable, cash flow positive legacy business supporting ARC growth

Fundamental synergies between our two businesses

Well capitalized

27

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INVESTOR PRESENTATION

Q3 2015

For more information contact:

Craig O’Neill, CEO

[email protected]

Babak Pedram, Investor Relations

[email protected]

416-644-5081

References

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