Strictly Private and Confidential DISCLAIMER: By reviewing this Structured Project Financing Proposal , on behalf of my self and my organization I do hereby confirm that I /we have requested of you and your organization, specific confidential information and documentation on behalf of myself or my organization, regarding currently available Project Funding Opportunity (PFO) to serve only my /our interest, education, and not for further distribution. I / we hereby agree that all information received from you is in direct response to my ,our request, and is not in any way considered or intended to be a solicitation from my / our part. I hereby affirm under penalty of perjury, that I have requested this information from you and your organization of my choice and free will and further, and that you have not solicited me in any way to invest, transfer funds or any other financial consideration to be made to review the following information. I/ we are a sophisticated individual capable of making my own decision in this financial area. I / we do understand that you are not a licensed securities broker, bank officer or government employee; nor is he, or any of his associates, agents, affiliated with, or endorsed by any financial institution, government or government agency. 1 2 3 • A Valuable Partner for all of your Project Funding Requirements • GIPFL is well-positioned to help clients manage their financial affairs through economic crises and economic downturns, given it’s superior position and relationships in the private financial sector • Strong capital position, financial strategies, professional staff, corporate policies, established professional relationships • Prudent risk management policies 4 • Long-term partnership perspective, providing clients with important countercyclical financing methodology when financing may not be available by traditional methods • Expertise and experience needed to make a difference, focusing on innovative transactions yielding the highest development impact • Seeking long term relationships • GIPFL is comprised of a consortium of companies, with each affiliate adding specialized expertise in one or more industry sectors 5 • Affiliated banking relationships with many prime and private banks, including Barclays Wealth, Standard Chartered, HSBC, ANZ Bank, Deutsche Bank, Credit Suisse, and Royal Bank of Scotland, JP Morgan, Wells Fargo, Bank of China • Established relationships with trading partners, licensed traders and funds, security houses, brokerage houses • Proven asset management strategies for collateralized assets and cash, as well as complete transaction and trade capital management 6 7 8 • GIPFL maintains very strong relationships with a number of key companies and people, comprising a professional consortium. • GIPFL is affiliated with a large number of partners, often maintaining a position on the board of directors: • LHL Holdings, Geneva, Switzerland, Thailand • Freshwater Financial Services, Australia, Singapore • KMBT Investment Fund, London, UK • EC Harris, Worldwide (compliance and opinions) • ArcAngel Alliance LLC, USA, Canada 9 • TCIT POLAR INC (IBC), Bahamas • API Fund, Project Management, (Hong Kong and Asia region) • Keystone Preservation Trust Funds, Singapore, Australia, Hong Kong (Freshwater) • Freshwater Financial Services (Australia) • Numerous legal firms worldwide, including; Norton – Rose, and Baker – Mackenzie • KPMG Accounting, Worldwide • United World Communities Organization 10 • Project financing refers to a financing in which Lenders look primarily to the cash flow and assets of each project as the source of repayment of their loans • Provides financing of long term infrastructure and /or industrial, commercial, and humanitarian projects using debt and equity (case by case basis) • Debt is typically repaid using cash flow generated from the operational revenue from the completed project • Debt is typically secured by the project’s assets, including revenue producing contracts, hard assets, land, etc. 11 • First priority lien on project assets and any cash flows are contractually pledged to the Lender • Consent of the Lender is required to disburse any surplus cash flows that may be realized • Higher risk projects may require additional surety/guarantees of the project sponsors • Flexible financing terms including up to a two year payment moratorium while construction is underway, typical low APR of 4%-6% (case by case basis) ( 12 • Create opportunities for people to escape poverty and improve their lives, create jobs & wealth • Support initiatives that will generally improve the overall quality of life for all people • Promote open and competitive markets in developing and developed countries • Support companies and other private sector partners in achieving their project development goals • Generate productive jobs and deliver basic product and services • Capital investment into the North American and European economies a current priority (Private and Confidential, Version 1.12, March, 2011) 13 14 15 (Private and Confidential, Version 1.12, March, 2011) 16 (Private and Confidential, Version 1.12, March, 2011) 17 (Private and Confidential, Version 1.12, March, 2011) 18 (Private and Confidential, Version 1.12, March, 2011) 19 (Private and Confidential, Version 1.12, March, 2011) 20 21 22 23 24 (Private and Confidential, Version 1.12, March, 2011) 25 26 Trusts, Funds, Investors, Banks Prime Bank Accounts (Capital Providers) (custodial, transactional, disbursement) Private Participation Agreements Financial Transactions Capital Funds Fiduciary Agreements Private Banking Svcs ArcAngel Alliance & Affiliates Gateway International Project Funding Loan Application MOU Executed Project Funding Contract Term Sheet Intake Documents Project Documents Compliance Documents Loan Disbursements Accounts Monitoring, Accounting, Voucher Control Custodial Agreement Project Sponsor PROJECT SPV - CONTRACTED BORROWER (10% -15% Loan Deposit Provider) EQUITY HOLDING ENTITY RED – AAA Intellectual Property LEGEND Assets, Revenue Streams, Contracts GREEN - Applicant Requirements Revenues 100% First Charge Liens to SPV 27 Loan Process Flow START DUE DILIGENCE 1 GIPFL Project Management Review Document Intake Process Initial high level project and client review DUE DILIGENCE INDEPTH INVESTIGATION OF: CLIENT CORPORATE ENTITIES RELATIONSHIPS GIPFL • • • Consultation Meetings Review and Modifications of Project Plans and Financials Engagement Agreements CONDITIONAL APPROVAL LTR SENT – MOU Executed GEO-POLITICAL ISSUES COMPLIANCE & OPINIONS DUE DILIGENCE 2 LEGAL PROJECT MANAGEMENT REPORT PROJECT VIABILITY AND PROFIT LEVEL OPINION DISPOSAL OF BUILT ASSETS MANAGEMENT COMPANY SETUP TAX ADVICE APPROVED LEGAL CLOSURE OF INVESTMENT CONTRACTS INVESTMENT COMPANY STRUCTURING BANKING PROCESS UNDERLYING PRIVATE ASSET MANAGEMENT, DEPOSIT RECEIVED EXIT STRATEGY TAX STRUCTURING BUILT ASSET DISPOSAL DEFAULT RISK MANAGEMENT LOAN CAPITAL REPAYMENTS, INTEREST, PROFIT FUNDS MGMT FINANCIAL INSTRUMENT PROCUREMENT MANAGEMENT COMPANY SETUP ALLOCATION OF SYNDICATED LENDING AGAINST FINANCIAL INSTRUMENT FUNDS ALLOCATED INTO SPECIFIC PRIME BROKERAGE ACCOUNTS FOR LENDING RISK MANAGEMENT ACCOUNTS AUDITING TRANCHE LENDING VALUATION CHECKPOINTS ONSITE REVIEWS Process Completion 28 29