NanoHoldings L.L.C (“NH”)ACQUISITION OF MAGENTA

TURNING GARBAGE INTO ELECTRICITY & WATER

Changing the Way Communities Deal With Waste

NANOHOLDINGS ACQUSITION OF MAGENTA

NanoHoldings is a global technology development company

Specialize in energy and water technologies that are better, cheaper, faster and available to the mass market.

Key anchor investors are leading corporate and financial institutions: Morgan Stanley McLendon Ventures [Former CEO Chesapeake Energy] Schlumberger Royal DSM [formerly Dutch State Mining] Anchor [India] HRH Prince Turki bin Faisal Al Saud KACST

Raising US$650 mm from existing NanoHoldings investors to acquire Magenta 1st term sheet from existing shareholder for US$325mm in hand

NanoHoldings Corporate Development Strategy

Longer Term Revenue

Medium Term Revenue

Short Term Revenue

Historically:

waste has been buried…. …or waste has been burned.

WHERE DOES YOUR GARBAGE GO?

5

Magenta is the world leader in plasma gasification Waste-to-Energy (WTE) technology

Converts Municipal Solid Waste (MSW) into syngas which then fuels a GE engine to generate electricity.

Most advanced commercial plasma gasification WTE, and only scaled operating facility in the world.

Proven, Commercial-Ready Technology with by multi-year operating history

Since January 2008, Magenta has operated a commercial-sized single module demonstration plant, processing up to 100 tons per day of MSW

Magenta provides the world’s best solution to the Municipal Solid Waste disposal

95% reduction in solid waste from landfills and significantly reduces air emissions Cleaner, cheaper and more efficient than incineration. Produces 0.9 MWh of Baseload Power per ton of MSW processed or 126,000

MWh annually per module Produces 228 liters of water per ton or 31.9 million liters of clean water per

year per module

MAGENTA WASTE TO ENERGY TECHNOLOGY

Changing the Way Communities Deal With Waste

PROCESS

Four Stage Conversion Process

11

Four Stage Conversion Process

Stage 1 - Shredding

13

Four Stage Conversion Process

Stage 2 - Conversion

15

Four Stage Conversion Process

Stage 3 - Refining

Four Stage Conversion Process

Stage 4 - Power Generation

19

Changing the Way Communities Deal With Waste

COMPETITIVE ANALYSIS

100

80

60

40

20

0

NITROGENOXIDE

68%Less

DIOXINS &FURANS

78%Less

HEAVYMETALS

91%Less

ORGANICCOMPOUNDS

99%Less

PARTICULATEMATTER

33%Less

*Magenta data compared to published Vancouver, Canada Landfill data.

MAGENTA IMPROVES LOCAL AIR QUALITY vs LANDFILL

88% LESS

PARTICULATEMATTER

75% LESS

NITROGENOXIDE

98% LESS

DIOXINS &FURANS

99.7% LESS

HEAVYMETALS

98% LESS

NON-METHANE ORGANIC

COMPOUNDS

95% LESS

HYDROGEN CHLORIDE

61% LESS

SULPHUR DIOXIDE

Magenta emissions compared to the Durham, Ontario incinerator planned limits:

Latest Incinerator Technology

Magenta

100

80

60

40

20

0

MAGENTA vs INCINERATION

Pros Cons

IncinerationIncineration

LandfillLandfill

Cheaper to build and operate, requiring lower tip fees

− Given space required and NIMBY issues, expensive transfer station and transport costs in addition to tip fee

− Contaminates and leachate into municipal water tables

− Lower power output from landfill gas capture− Large footprint (the amount of waste a

Magenta plant converts annually is equivalent to a landfill 15x its size)

Established technology

High cost at community scale

Relatively low cost at scale 350,000 tons/yr or more

− Higher emissions than competing WTE technologies

− Residues (mainly ash) need to landfilled − Requires large scale to be cost-competitive − Permitting is virtually impossible in some

jurisdictions due to NIMBY issues (smoke stack, truck traffic)

Given high prices of fuels, potentially attractive economics

− Early stage− Two-stage conversion− Yet to be proven at scale

− Low net energy production− Not competitive on costs/efficiencyGasificationGasification

Low emissions

High landfill diversion

Anaerobic

Digestion

Anaerobic

Digestion

Cost leader among alternatives to land filling

No smoke stack

− ~20-30% of the MSW (non-biological / non-recyclable materials) needs further processing or is landfilled

− Pre-sorting is required

Liquid Fuels/

Chemicals

Liquid Fuels/

Chemicals

COMPETITIVE OVERVIEW – WHY MAGENTA LEADS OTHER WASTE MANAGEMENT METHODS

Changing the Way Communities Deal With Waste

INFLECTION POINT: COMMERCIALIZATION & PROFITABILITY

Q2 2005Magenta Energy Group

Q4 2015Operations of 1st Commercial Plant

Q2 2005 Q3 2013 Q4 2015

A DECADE OF DEVELOPMENT: A DECADE AHEAD OF THE COMPETITION

MAGENTA TODAY:First commercial plant

leading to rapid sales growthand profit expansion

Investment

Profit

Competitors:At capital intensive

technological development stage

MAGENTA: POINT OF COMMERCIALIZATION

McKinsey & Co - Waste to Energy Market Study Results

Total Addressable Market (TAM)

(MSW in million tons per year)

North America 66

Europe 70

Asia Pacific 98

ROW 60

1,535 230

Target Magenta Share(10-15% depending on

market)

# Units # of Magenta Units

1,628 163

2,279 342

1,395 140

TOTAL 294 8756,837

TAM

$376B $48B

ADDRESSABLE WORLD MARKET OPPORTUNITY

MAGENTA FINANCIAL PROJECTIONS

MAGENTA FINANCIAL PROJECTIONS

37 patents and patent applications, 14 trademarks (12 registered and 2 pending), as well as copyrights and trade-secrets

27 issued patents in a number of countries, and 164 patent applications distributed among 21 patent families in 51 countries, in addition to copyrights, trademarks and trade-secrets

MAGENTA IP PORTFOLIO

Changing the Way Communities Deal With Waste

INVESTMENT OPPORTUNITY

32

The Offering – US$650 mm Investment in NanoHoldings to Acquire MAGENTA

Projected 2018 sale = US$ 10.3 bnCash Return Preferred D Share = US$ 5.14 bn = 9.3 x return on investment

PROJECTED EXIT SCENARIO – 2018E projected sale (on 2018E EBITDA of US$ 687 mm) provides Series D Preferred Investor with cash distributions of:

2014 2015 2016 2017

- $650 mm

Cash Return + $5.142 bn

Investment

TRANSACTION TERMS & VALUATION

Invitation to join solely an insiders round of existing NanoHoldings ShareholdersPre-money valuation of $650 mm Acquires 49.9% of NanoHoldingsMinimum Investment US $100 million for 7.67%Senior Series D Participating Preferred

TIMELINE

Nov 30 – completion of initial due diligenceNov 30 – sign non-binding term sheetDec 15 – sign binding term sheetDec 31 – complete final due diligenceJan 21 – Review Legal documentsJan 31 – Closing & Funding

2018

Changing the Way Communities Deal With Waste

An investment in the Company involves a high degree of risk, and is suitable only for investors of substantial means who have no immediate need for liquidity of the amount invested and who can afford a risk of loss of all or a substantial part of such investment. Investors and the Company may be subject to a number of risks, including, but not limited to, no assurance of any investment return, a long-term and illiquid investment, and no commercialization of any technology. In addition, any projections or other estimates contained herein, including estimates or forecasts of returns or performance, are forward-looking statements and are based upon certain assumptions. Actual results may differ materially from the expectations presented in the forward-looking statements. Accordingly, there can be no assurance that estimated returns or projections can be realized. Each prospective investor should consult with his, her or its personal legal, tax and financial advisers and carefully consider and evaluate the risks before investing in the Company. Projections and other forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties and should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved.