Clean Renewable Energy – January 2014 Confidential
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Transcript of Clean Renewable Energy – January 2014 Confidential
Clean Renewable Energy – January 2014Confidential
Important Notes
• This presentation contains “forward-looking” statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. Forward-looking statements involve certain risks and uncertainties that could cause actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by the Company’s forward-looking statements. Forward-looking statements include, but are not limited to, statements about the progress of the Company’s research and development programs, the timing of anticipated achievement of milestones or regulatory approvals, competition in the energy industry, the impact of potential future litigation, changes in or failure to comply with governmental regulation, trends affecting the energy industry, loss of key personnel, general economic conditions, performance by parties under contracts with the Company, and other risks described from time to time in its public filings.
• When used in this context, the words “expect”, “estimate”, “anticipate”, “believe”, “may”, “will”, “should”, “could”, “plan”, “project”, “predict”, “potential” and similar expressions are intended to identify forward-looking statements. These statements reflect the Company’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, potential investors should not place undue reliance on the forward-looking statements. These forward-looking statements represent the Company’s reasonable estimates and assumptions only as of the date of any of its filings and are not intended to give any assurance as to future results.
• This presentation contains confidential information and is covered by the Non-Disclosure Agreements in place.
PROFILE1
The Company
We believe that clean, renewable energy can be part of the overall energy solution to reducing some of the negative impacts of traditional energy sources. In addition, we believe that with the right approach, renewable energy can be a profitable investment.
Management Team• Ing. Pedro P. Quiros- Chairman• Ing. Quiros received his Bachelor’s Degree in Mathematics from St.
Michael’s College, Vermont, (magna cum laude) and Bachelor’s Degree Electrical Engineering degree from Purdue University, Indiana.
• Ing. Quiros began his career as a high level executive at the Instituto Costarricense de Electricidad (ICE). He went on to have varied career where he worked at a variety of multinational corporations such as Ascom-Timeplex, ITT, Harris Corporation, GTECH and General Electric. He has operated, restructured and started companies in more than a dozen countries including telecommunications systems in Saudi Arabia, Jordan, Brazil and Colombia.
• Most recently, Ing. Quiros served, from 2006-2010, as the Chief Executive Officer & Chairman of the Instituto Costarricense de Electricidad (Grupo ICE) where he oversaw the company’s telecommunications and electrical utilities companies. ICE has revenue of $1 billion, over twenty thousand employees and is Costa Rica’s state owned telecommunications and energy company.
Management Team• Jose P. Quiros- CEO• Mr. Quiros received a double Bachelor of Science from Barry
University in Miami. He holds degrees in Economics/ Finance & International Business and graduated Summa Cum Laude. Mr. Quiros also attended the University of Miami School of Law.
• Mr. Quiros has worked at a variety of industries and companies from start-ups to Fortune 1000 companies. He has operated companies in the UK, Dubai, India, Russia and the US.
• Prior to founding Versant Corporation, Mr. Quiros was the Chief Operating Officer for CETIS, Inc. where he grew the company’s revenue from $6,000,000 in 2006 to a run rate of $29,000,000 in early 2010. While at Cetis, he undertook a multi continent expansion and completed two successful mergers & acquisitions.
• The United States Patent & Trademark Office has awarded Mr. Quiros five design patents.
Management Team• Jaime L. Kniep- CFO• Ms. Kniep has focused her career in business management and
accounting. She has worked for several companies directly handling their financials, daily accounting practices and overall internal procedures.
• For over a decade, Ms. Kniep served as the Financial Controller for CETIS, Inc. where she managed $30 mm in revenues. In this role, she managed four offices containing a staff of ten accountants, bookkeepers, and administrative people on three continents.
• As part of her responsibilities, she oversaw several successful audits, including both private and publically held (NYSE). Ms. Kniep maintained all relationships with banks, creditors, and outside accounting firms and handled due diligence in the merger and acquisition of two separate companies over the course of three years.
Project Support Team
• Owner’s Engineer (GL Garrad Hassan)• GL Garrad Hassan is one of the world’s most well-known and
respected advisors for the renewable energy industry.• With over $500 million per year in revenues, they possess the
experience and technical ability to ensure the construction and implementation of the business plan on the site.
• This strategy helps the Company control costs and leverage all areas of the construction- procurement, civil works, etc.
• Garrad has already provided wind analysis services and the working relationship is good.
• Garrad Hassan is an approved expert for all major banks with regard to the renewable energy space including Ex-Im Bank.
Project Support Team• Financing• We are working directly with the Export-Import Bank of the United States and
working on the closing process based on their Letter of Interest. • Structuring/ Tax• The Company’s structure was developed by Ernst & Young. It maximizes the tax
benefits of the tax treaty between the US and Costa Rica.• We plan to continue to use their services to ensure the best possible tax
strategies in both the US and Costa Rica.• Legal• In Country. The Company has received valuable legal advice from GBG Asesor
Juridico. Mr. Geovanni Bonilla Goldoni was in charge at Grupo ICE for all legal matters and also worked at the Attorney General’s office. Very well connected, especially within the energy sector.
• External. We have an engagement letter with Akin Gump. Mr. Dino Barajas has closed a number of deals in Central America including a $280 million geothermic deal in Nicaragua in 2010. Well recommended. Akin would handle the turbine, O&M, Ex-Im agreements, as those need to be coordinated.
Strategic Partners
The Site
• The Company is developing approximately 300 hectares in the northern section of Costa Rica. The site is 20 kilometers to the East of La Cruz in the Guanacaste province of Costa Rica.• The site has over 5,300 hectares of land (approximately
13,000 acres) which can be discussed for future development.• The land lease has a 25 year term, which is renewable
upon mutual consent.
SITE: VTRES-BACHE
Total capacity: 37.5 MW
Wind Turbine Generators (expected): TBD, expected 22Rated at: TBD, expected 1.7 MWProduction (P75): 135,000,000 kWhManufacturer: GEInvestment: $58,000,000Start of Operations (expected) Q4 2015
SITE: LOCATION
Lake Nicaragua
Rivas Meteorological Station
VTRES BACHE
Lake Nicaragua
Corporate Structure
STLK/ Versant Corporation (USA)
Energia Renovable Versant SRL(Costa Rica)
VTRES FY1 SRL(37.5 MW)
SRL IIFuture Development
Wind Studies• Wind Studies Conducted by:• Wind Measurement Campaign: Marostica (Costa Rica)• Initial Validation: Nordteco (Costa Rica)• Annual Energy production Report: GL Garrad Hassan (Europe)
• More than five years of wind data.
• MET Masts on-site:• 6 Met Masts on-site• 80 meters in height• Measurements since 2007
Wind Studies• Wind Factors:• Wind direction almost fixed year round• At 85 m in height, the average wind speed is at CLASS 2• Net capacity factor is 43% (very good)
• Land Advantages• Flat terrain• Lake Nicaragua provides a substantial benefit (no obstructions)• Excellent existing roads on-site• Public road access to site with access to major roadways• SIEPAC is on-site (interconnection)
Wind Farm Development Process
Development Construction Operation
Development
1 2 3
1
WindResource
Assessment
Permitting & Zoning Financing Business
Set-upInterconnec-
tionTurbine
Selection
Construction & Operations
SolutionsSite Studies
Project Management & Planning
* Project goals
& execution
team.
*Project plan, resources and
timeline.
*Consultant selection and agreements.
* Review wind maps.
*Set-up anemometers,
collect & analyze wind
data.
*Develop detailed
production estimates.
* Soil and topographic
studies.
*Site access analysis.
*Interconnec-tion options.
*Environmental impact report.
*Wind rows design, turbine
layout.
* Federal, State
& Local (construction, environmental & commercial
permits).
* Financial Feasibility Report.
*Loan Agreements.
* Equity Agreements.
* (SPV) Legal incorporation
& by-laws.
*Power Purchase
Agreements.
* Insurance contracts.
* Tax registration.
*Interconnec-tion Report.
*Transmission Agreement.
*Right-of-way easements.
*Turbine and class selection
evaluation.
*Turbine Supply
Agreement.
*Technical Feasibility
Report.
*EPC evaluation & agreement.
*Operations evaluation & agreement.
COSTA RICA ENERGY OVERVIEW2
National Energy ProductionGENERATION
DISTRIBUTION
State Owned Enterprises
State Owned Enterprises
• Grupo ICE• CNFL• JASEC• ESPH• COOPELESCA• COOPEGUANACASTE• 28 PRIVATE
COMPANIES
• Grupo ICE• CNFL• JASEC• ESPH• COOPELESCA• COOPEGUANACASTE• COOPEALFARO
ENERGY SOURCES (MW)
1553
723
166120 44
HYDROELECTRIC PETROLEUM GEOTHERMICWIND BIOMASS
ESTIMATED INSTALLED CAPACITY & WIND ENERGY ALLOWANCE (2021)
INSTALLED (MW) WIND ALLOTMENT (MW) INSTALLED (MW) AVAILABLE (MW)0
500
1000
1500
2000
2500
3000
3500
4000
4500
5000
2600
390120 270
5000
750
300 450
2011 2021
ACCORDING TO LAW 7200/7508, THE MAX-IMUM ALLOWANCE FOR WIND ENERGY TO THE POWER GRID IS 15% OF THE TO-TAL INSTALLED CAPACITY AT ANY GIVEN TIME. * Numbers are estimates based on current data.
GRUPO ICE- REQUIRED INVESTMENT
We estimate, based on our Chairman’s firsthand knowledge as Grupo ICE’s ex-CEO, that Grupo ICE will need to invest approximately $10 billion to reach their 2021 goals. According to most sources, there will be a shortfall of approximately $5 billion and numerous delays to the current projects in the pipeline. We believe that this will allow greater participation in the energy sector for private companies and that Versant is well positioned for not only today, but the future.
LEGAL & PPA3
Legal• The Company has a two part strategy for achieving the Power
Purchase Agreement or PPA. The PPA is the long-term contract for the purchase of electricity by the utility. In our case, the PPA enjoys the credit rating of Costa Rica, which is at BB+. (The PPA may also be referred to as an “off-taker agreement”).
• Our strategy is based on the current legal framework, which allows various options for the Company.
• These contracts are normally for twenty years. Current conversations have CNFL offering twenty five years for a slightly better price.
• The PPA essentially guarantees revenues and profits for the term of the contract.
Legal• Primary Strategy: Alliance with a major distributor (CNFL/ JASEC) for
37.5 MW.• Advantages:
• Allows us to ensure interconnection. Working with these distributors places us with the “Major Groups” teams, which are more amenable to interconnection with SIEPAC.
• Faster process than Grupo ICE (7200), can contract directly without public bidding.
• Easier to manage the politics, as both are smaller entities.• Both CNFL and JASEC have their own governing laws allowing this type of
agreement.• Challenges:
• Slow process, which is typical of a state owned enterprise.• These companies are not accustomed to a private company operating at this
size of project. While 37.5 MW is small to the developed world, a 37.5 MW private facility under this strategy (non-BOT) is “new” to the country.
Legal• Alternative Strategy: Two operations of up to 18.75 MW
under Law 7200/7508.• Advantages:
• Less bureaucratic process than an alliance.• Environmental/ interconnection studies are all that is required, aside
from price negotiations.• Buyer is Grupo ICE, the largest player.
• Challenges:• The buyer is Grupo ICE. Challenging in many ways.• Politically charged environment.• Using this route is more difficult for inter-connection, as a different
group handles this for small producers.
Power Purchase Agreement• Company Offer:• 10% less than Buyer’s current costs (estimated at $0.1026/ kWh)• No investment cost to Buyer for installation, service,
maintenance, etc., other than the cost of electricity.• Current Status:• We have agreed on the Terms and Conditions. Price is at $0.083/
kwh, 25 years is the term and they will “collect” at the site.• We expect to have a PPA signed by May 2014 under current
conditions.• If we experience a delay, we may pursue the Alternative Strategy
at the end of May 2014, as all our studies should be completed and we should be eligible under Law 7200/7508 for a contract with ICE.
FINANCIAL4
Financial Assumptions
Phase 1
Capacity 37.5 MW
Annual Production 135.00 GWh
Price per kWh $0.083
Interconnection Cost ($kWh) $0.00 (Customer taking delivery on -site)
• The financial model does not include potential Carbon Credits revenue that could be generated in the first six years of the project life.
P75 – Management Case
Annual Average (20 years) USD MM
Income 12.66
Operation Costs 4.885
EBITDA 7.81
Taxable Income 2.85
Net Free Cash Flow 3.0
INVESTMENT5
Investment Vehicle• On October 15th, 2012, STL Marketing Group, Inc. and Versant
Corporation agreed to merge.• The merger was completed on February 6, 2013.• Currently, STL Marketing Group, Inc. is listed on the OTC as a
QB company.• The Company plans to begin its registration process, assuming
PPA signature, the first quarter of 2014.• The Company will undergo a 3(a)10 process to reduce
approximately $500,000 of debt beginning Q1 2014. This will significantly reduce the overall debt owed to third parties.
Investment Vehicle• Costa Rican law requires a 35% ownership interest by Costa
Rican nationals for the generation of electricity.• The Company is currently working on a variety of financing
options including:• Equity Lines of Credit. We do have a $5 million line with Tangiers.• Convertible Notes. These notes are convertible to common stock
at a market discount.• Strategic Investors. We have a number of interested parties,
including green energy funds waiting for the PPA to initiate negotiations for significant investments.
Thank you.