Investor Presentation - Green Impact Partners Inc

GREEN

IMPACT

PARTNERS

INVESTOR

PRESENTATION

July 2021 – TD Conference

[email protected]

Strategic Purpose

1Strictly Private & Confidential

Provide the world with, Net Zero Earth Impact, energy and water, to

facilitate the ever growing needs while reducing the current impact of use

and consumption – being leaders in the ultimate path to Zero

>$1 billion growth

pipeline

➢ Growth through greenfield

development, strategic acquisitions and

partnerships

➢ Late-stage and/or proven technology

such as RNG capture, waste heat

recovery and agrivoltaics projects

➢ Over 12 shovel-ready, or near shovel-

ready projects already in house across

North America

➢ Diversity across clean technology

opportunities that meet GIP’s net-zero

impact investment criteria

ESG Market

Leader

➢ Develop best-in-class ESG program

focused on measuring and reporting on

ESG metrics that meet top standards

and disclosure requirements

➢ Executive & Board gender equality &

diversity

➢ Net zero assessment of full cycle

impact of all business operations and

decision

➢ Clear, concise reporting with a high

level of transparency

➢ Alignment with GRESB and UN

sustainable development goals

Superior Risk-

Adjusted Returns

➢ High quality project execution

meeting and exceeding

communicated targets

➢ Diversification of portfolio for

diversification of risk

➢ Optimization of existing and new

projects to improve metrics and

provide meaningful cash flow

Green Impact Partners

2

✓ Clean energy via by-products, recycling & technology

✓ Invest in technologies and sectors with the greatest impact

✓ Optimize and repurpose existing assets

✓ Doing the right thing - sustainably and profitably

➢ STRATEGICALLY POSITIONED TO LEAD THE TRANSITION TO GREEN & SUSTAINABLE

GIP creates value from by-products through acquiring, developing, optimizing technology and operating high

quality assets. Focused on universal by-product management, by-products-to-energy, storage, and by-product

utilization, GIP deploys proven technologies to capitalize on ever expanding programs for alternatives to carbon

emitting fuels. GIP has strategic presence in the most lucrative markets in North America and can act quickly on

opportunities with a deep understanding of incentives and other industry structures

➢ INVEST IN SECTORS THAT ARE SCALABLE AND MAKE THE BIGGEST IMPACT

GIP invests purposefully in the clean energy transition sectors that provide the biggest impact to our environment.

The transition to clean energy and removal of carbon from the atmosphere will require focus on the most effective

and most scalable energy. GIP creates partnerships and repurposes existing energy assets to build clean energy

assets without creating waste through the decommissioning process. Large assets need to be recycled too.

➢ HIGHLY ALIGNED DECISION MAKERS WITH A STELLAR TRACK RECORD

The management team and Board of Directors of GIP are aligned with shareholders with meaningful insider

ownership and provide decades of relevant sector experience in developing and operating assets, growing

businesses both organically and via M&A, profitably exiting; achieving the goals of our shareholders and society

Strictly Private & Confidential

Note: The UN SDGs are a collection of 17 global goals set by the United Nations General Assembly. They cover a variety of objectives including poverty, energy and the environment.

➢ ROCE FOCUSED – THE RIGHT THING CAN BE DONE PROFITABLY

GIP’s proven management team is focused on delivering a superior risk adjusted Return on Capital (“ROCE”)

through full life cycle asset management by acting opportunistically to optimize overall portfolio performance.

GIP’s management team has an extensive track record of successful transactions, demonstrating industry leading

return metrics

4 Pillars of Growth

3

Focused growth strategy centered around four

pillars

➢Growth through retail

distribution platforms

including:

➢ Potential retail station

acquisitions

➢Hydrogen and CNG

distribution partnerships

➢ Soil improvement

➢Ocean improvement

Retail Distribution

Technology and

Land

➢RNG

➢Biofuels

➢Electricity

➢Hydrogen

➢Current cash flowing asset

base

➢Expanded industry reach

➢Complimentary acquisitions

➢Growth and expanded

service offerings

Water and

Industrial

Energy Production


4

Investment Highlights


• Attractive, underserved niche market with ample opportunities, overlooked by larger-scale competitors

• Smaller assets paired with our willingness to “do the difficult work” provides for outsized return prospects

• Return targets are generally mid to high teens

Superior Risk-

Adjusted Returns

• A proven and experienced fully-integrated platform with broad management, development and operating expertise

• Demonstrated track record in capital deployment, acquiring & integrating businesses focused on maximizing returns

• Board and Management alignment with over 25% insider ownership

Fully-Integrated

Platform

• 100% unencumbered operating portfolio with highly predictable cash flows, underpinned by contracts with a diverse pool of

investment-grade offtakers with capital structure optimization opportunities for our clean balance sheet

• Existing operating assets expected to generate 2022E Revenue of ~C$180 million and EBITDA of ~C$23 million with additional

growth expected from our near-term development pipeline

Unlevered, Stable

Operating Cash

Flows

• An actionable, de-risked, near-term development pipeline across a variety of renewable energy and ESG-friendly sectors

• Focused on repurposing assets that maximize shareholder returns with projects ranging between C$15 and C$500 million in size

• Projected 2021-2025 EBITDA CAGR of over 60%

Strong Near-term

Development

Pipeline

• Utilizing proven technologies to capitalize on ever expanding programs for alternatives to carbon emitting fuels

• Focused on late-stage technologies, such as RNG capture, waste heat recovery and agrivoltaics

• Flexibility to expand into the right energy transition technology as economics and technologies mature

Proven

Technology

• GIP is fundamentally designed around a Net Zero Earth impact with value placed on diversity at every level of the firm and ESG

elements being a primary consideration when evaluating investment decisions

• Concentrated on creating partnerships and repurposing existing energy assets to build clean energy projects without creating

waste through the decommissioning process

ESG-Centric

Note: All figures throughout the presentation unless stated otherwise are in Canadian dollars (C$).

Investment Criteria


Four primary metrics for evaluating expansion

projects and acquisition opportunities

1. Significant and Sustainable Environmental Impact

➢ GIP’s business has been fundamentally designed around a Net Zero Earth impact

➢ Net Zero means truly assessing the full cycle impact of all business operations and decisions

➢ Target scalable and growth-oriented businesses, focused on repurposing and recycling waste in a

sustainable manner with measurable, long-term metrics for the reduction of emissions

2. Late-Stage and/or Proven Technology

➢ GIP is focused on late-stage and/or proven technology such as RNG capture, waste heat recovery and

agrivoltaics projects

➢ Reduced development risk with focus on optimizing the usage of existing technology

➢ Integrating new projects under an optimal risk framework – strategic risk transfer to third parties where

appropriate throughout the execution process

3. Ability to Leverage In-House Expertise to Manage and Operate Projects

➢ Established, dedicated project management team or the ability to integrate and consolidate with existing

operations groups

➢ Best-in-class processes, principles and operations to drive a best-in-class ESG rating

4. Financial Metrics – Projected Return on Capital Employed

➢ All business platforms are focused on delivering a superior risk-adjusted ROCE through full life cycle

asset management by acting opportunistically to optimize overall portfolio performance

➢ Focus on repurposing existing infrastructure to minimize Earth impact and maximize returns

Environmental Impact

Return on Capital Deployed

Proven Technology

Operational Expertise

Is RNG the Most Important Renewable Energy?

Considering the entire lifecycle of development, the

typical RNG project has a lower CI Score than other

renewables

Source: California Air Resources Board, GTI, University of Calgary, University of North Carolina 6Strictly Private & Confidential

Range of Carbon Intensity Scores by SourceNet Zero Earth Impact

➢ Carbon Intensity, also known as Emissions Intensity, is the measurement of carbon dioxide

escaping into the atmosphere, relative to the energy intensity of a specific activity

➢ In particular, GIP is interested in the CI Score of the entire lifecycle of the energy generation

process, from construction or manufacturing of the production source to the end of life

disposition and/or reclamation of the asset

➢ The typical RNG project has a negative CI score – indicating that through the entire life

cycle of the project, more emissions are removed than released

➢ Other forms of renewables, such as wind, solar, and hydro have varying CI Scores dependent

on the source material used to produce the energy source, greenfield vs brownfield

construction, source of substrates and availability/abundance of natural inputs

➢ Conventional energy sources, such as oil and coal, have significantly higher CI scores –

starting from ~80 grams of CO2 emitted per MJ of energy generated for direct combustion,

but up to 10x higher for the full lifecycle of mining/oil sands projects

80 100

240

300

800

-300

10 605

80

-400

-200

0

200

400

600

800

1,000

gC

O2e

/M

JRNG Wind Solar Hydro

Conventional Oil

➢ Dairy manure to pipeline quality renewable gas project with offtake in competitive US jurisdiction

➢ Received detailed RNG offtake proposals and have been progressing negotiations for selling RNG

➢ Long-term feedstock supply from two national dairy producers

➢ On-site gas offtake and connection

➢ Negative CI scores allow GIP to capitalize on LCFS and RIN credits – driving pricing of

$80+/MMBtu

➢ Build out is to be completed by engineering design firm and EPC contractor

➢ Projected 2023E EBITDA of C$19-21 million

Near-Term Farm RNG Project

7

Dairy manure to pipeline quality renewable gas

project with offtake at shovel ready site

Risk Mitigation

➢ Fully wrapped bonded GMP contract

➢ Engineers and designers with post-operational performance equity

Cost OfftakeCredit

RatingFeedstock

FID

Date

Completion

Date

Run Rate

EBITDA

$mm - - - - $mm

$70 Confirmed A- / Baa1 Secured 2021 2022 $19-21


Expected Financial Profile

A typical dairy to RNG project. Source: PexelsNote: All figures on this page are in Canadian dollars (C$).

Base CaseAlternate Case (10%

Rev Sharing)

Low

CI Case

Carbon Intensity (“CI”) Score -205 -205 -235

RNG Sales 751 MMBtu/day 751 MMBtu/day 682 MMBtu/day

Portion of RNG Production Used to

Heat Digesters130 MMBtu/day 130 MMBtu/day 199 MMBtu/day

LCFS and RIN Revenue Sharing

With Offtaker15.0% 10.0% 15.0%

Year 1 Total RNG Price

(Pre/Post RNG Revenue Sharing &

Transport Costs)

$85/MMBtu

$72/MMBtu

$85/MMBtu

$76/MMBtu

$90/MMBtu

$77/MMBtu

✓ Significant and Sustainable Environmental Impact – Negative CI Score

Base Case

✓ Late-Stage and/or Proven Technology – Basic Anaerobic Digestion

✓ In-House Expertise – Operational Team in Place and Working

✓ Outsized Returns on Capital Deployed – Projected ROCE ~ 22-27%

Qualification

NDA / (Pre-) Feasibility Study

Due Diligence

Active Acquisition / Development

Deal Close /Construction

Current Pipeline


Robust pipeline of significant secured growth opportunities

➢ Over 12 shovel-ready, or near shovel-ready projects already in house

across North America

➢ Current pipeline represents over $1 billion in capex

➢ Projects to be supported by additional project finance capital at key

milestone events

➢ Additional sources of capital include excess cash flows and equity

partnerships

➢ Organic and inorganic growth is advanced using additional industry

partnerships to execute on GIP’s robust project expansion pipeline

➢ Deal flow is strong with near term opportunities to grow at a faster pace

➢ Highly experienced management team focused on executing on the right

projects that meet investment criteria

Financial Overview

9

Income Statement Projections Balance Sheet Snapshot


2021 numbers reflecting H2 starting July 1, 2021; all other years reflect full 12 month

calendar year-end

Note: All figures on this page are in

Canadian dollars (C$).

$- $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600

2021E

2022E

2023E

2024E

2025E

Cash PP&E CAPEX Debt Equity

$86

$221

$315

$441

$515

$9 $41

$81

$138

$181

16%

25%

34%

41%44%

10%

18%

26%

31%

35%

-20%

-10%

0%

10%

20%

30%

40%

50%

$(100)

$-

$100

$200

$300

$400

$500

$600

$700

2021E* 2022E 2023E 2024E 2025E

Revenue EBITDA Gross Margin EBITDA Margin

Executive Team

10

Proven, experienced management team with

expertise in capital markets, transactions and

entrepreneurship

Jesse DouglasChief Executive Officer & Board of Directors• 20 years of successful entrepreneurial experience

• 20 successful acquisitions, integrations and divestitures over the last 5 years

• 100’s of successful EPC completed projects

Nikolaus KieferExecutive Strategic Advisor• 15 years of capital markets and corporate development experience

• Previous sell-side Research Analyst

• Founding partner of multiple private entities

Kathy BoltonChief Financial Officer• 20 years of financial management and business development experience

• Previous Co-Founder and CFO of BluEarth Renewables Inc.

• Prior to BluEarth, CFO of Canadian Hydro Developers Inc.

Rhonda StanleyVice President, Clean Energy Distribution• 25 years experience with a passion for clean energy

• 10 years focused team leadership with major infrastructure entity

• Successfully added to over 50 diverse projects, driving growth by over 250%

Mark KiddellVice President, Green Initiatives• Experienced renewable developer and operator with 10 years renewables experience

• Co-Founder Northwest Organics 2Biogas

• Co-Founder of IFFCO a $1.6 billion ammonia and industrial development

Jeff MyersSpecial Advisor, Development• Senior Operating Partner, power generation with Stonepeak Infrastructure

• Over 40 years experience in mid market energy and infrastructure

• Co-Founder and Chairman of Pristine Power until sale in 2010


Board of Directors

11

Highly aligned and qualified Board of Directors to

provide diverse insight and perspectives

Geeta SankappanavarChair of the Board of Directors➢ 25 years investment experience and has successfully built multiple

businesses

➢ Co-founded Grafton Asset Management and raised and deployed over $1

billion in energy and energy infrastructure

➢ Previously at New Vernon Capital, a $3 billion blue-chip asset

management firm focused on India and the emerging markets

➢ Serves as the Chair of the Board of Governors for the University of

Calgary

Alicia DuboisBoard of Directors➢ Proud Indigenous professional who earned a B.Sc with Distinction from

the University of Lethbridge and a Juris Doctor from the University of

Toronto.

➢ Chief Executive Officer of the Alberta Indigenous Opportunities

Corporation

➢ Previously at CIBC where she established and led an expert Indigenous

Markets team

➢ Serves as the Co-Chair of the Board of the Canadian Council for

Aboriginal Business

Bruce ChanBoard of Directors➢ 25 years of experience, including as CEO and Director of an NYSE

listed international shipping company

➢ Significant governance experience as a senior executive in a

“conglomerate” organization with four NYSE-listed public companies

➢ Unique combination of significant global HR & Compensation

Committee experience, along with professional accounting and financial

designations well-suited for Audit Committees

Jeff HunterBoard of Directors➢ Experienced energy investment professional, board member and

operating executive with 25 years in energy commodity focused

businesses

➢ Expertise in acquisitions, operations and divestitures of critical clean

energy infrastructure.

➢ Previously served as an advisor to significant portfolios of solar and wind

development assets


12

Right Timing

Strictly Private & ConfidentialStrictly Private & Confidential

The Opportunity is Now

➢ Renewables as a sector have weathered the COVID pandemic extremely well and have

outperformed as an asset class with public companies in the space trading at all time

highs

➢ ESG fundamentals and an increased focus on sustainability for all stakeholders are

driving ESG focused investment, which is benefitting the renewables and energy

transition sector

➢ Canadian and US governments at all levels are increasing or initiating aggressive

renewables targets with many focusing on zero carbon emissions in the 2040’s.

Governments are striving to make renewable energy a central part of economic recovery

packages

➢ In the U.S., the Biden Administration entered the White House with an ambitious climate

change agenda, anchored by rejoining the Paris Agreement, setting a net-zero by 2050

goal for the United States, ordering a suspension of leases for fossil fuel development on

federal lands and committing $2 trillion over four years to promote investment and

solutions to combat climate change

➢ Driven by record flows in sustainable funds and sustainable debt issuance over the past

12 months, 2021 is expected to be the year of the shift from investor-driven growth in

ESG to companies responding to the opportunity

The Green Impact Partners Advantage – the right

team, business model and vision, at the right time

The Team to Execute

✓ Experienced management team focused on generating free cash flow from all

business units

✓ Serve a niche of less competitive, underserved, and overlooked markets

✓ Management team track record of accretive acquisitions focused on ROCE

✓ Focused on a diversified portfolio of growth-oriented development assets

complimented with operating assets & businesses that provide highly predictable,

resilient cash flows

✓ Fundamental leader in ESG and focused on a Net Zero Earth Impact

✓ Board and Management alignment with over 25% insider ownership

13

Contact Us

Strictly Private & ConfidentialStrictly Private & Confidential

Kathy BoltonChief Financial Officer

Nikolaus KieferExecutive Strategic Advisor

Mailing Address:

666 Burrard St #2500

Vancouver, BC

V6C 2X8

[email protected]

mailto:[email protected]

Disclosures and Disclaimers


FORWARD LOOKING STATEMENTS

This presentation contains forward-looking statements, including statements regarding the result, timing,

opportunities, projects and prospects associated with the business (the "Business") of Green Impact Partners

Inc. and Green Impact Partners Operating Corp. (collectively, "GIP"), the outcome of the described

subscription receipt offering, projected revenues, EBITDA, EBITDA CAGR, returns on capital deployed, the

future growth in demand for RNG, hydrogen, water recycling and solid recycling, expected financial profile of

the described projects, the effect of the Transaction, RTO and restructuring of our business, capital

expenditures planned or required in connection with the Business, future of our development projects, capital

structure of GIP, timing for launch, delivery and completion of milestones related to the projects and the

Business referenced herein, the demand for our products and services, the future success of our business and

projects, investment in new projects and otherwise, cash and capital requirements, intentions of partners and

potential customers, the performance and competitiveness of our projects and services, prospective members of

management, our board of directors and number and characteristics of employees of the Business, future

market opportunities, the terms and timing of future agreements as well as management's response to any of

the aforementioned factors. These statements are neither promises nor guarantees but involve known and

unknown risks and uncertainties and are based on both the views of management and assumptions that may

cause our actual results, levels of activity, performance or achievements to be materially different from any

future results, levels of activities, performance or achievements expressed in or implied by these forward-

looking statements. These risks and uncertainties include risks and assumptions related to our revenue growth,

profit margin, timing for and results of launch of projects, operating results, ability to finance projects, industry

and products, the general economy, conditions of and access to the capital and debt markets, governmental

policies, regulation and approvals, technology innovations, operating expenses, the availability and price of

RNG and hydrogen, global government stimulus packages, the acceptance of and shift to RNG and hydrogen,

the development of competing technologies, our ability to adequately develop and deploy our projects and

technology, the actions and determinations of our customers and development partners, as well as other risk

factors and assumptions that may affect our actual results, performance or achievements or financial position.

Readers should not place undue reliance on any such forward-looking statements, which speak only as

of the date they were made. We disclaim any obligation to publicly update or revise such statements to

reflect any change in our expectations or in events, conditions or circumstances on which any such

statements may be based, or that may affect the likelihood that actual results will differ from those set

forth in these forward-looking statements except as required by National Instrument 51-102. The

contents of any website are not incorporated by reference herein.

This communication is not intended to and does not constitute an offer to sell or the solicitation of an

offer to subscribe for or buy or an invitation to purchase or subscribe for any securities where such offer

would be illegal, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in

contravention of applicable law. No offer of securities shall be made except pursuant to applicable

prospectus exemptions and the securities laws related thereto. No offer will be made directly or

indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such

jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation,

facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a

national securities exchange, of any such jurisdiction.

This presentation contains certain financial outlook information and related financial projections for the

Business based on a number of assumptions. Such financial outlook information is provided solely to

allow readers to better model potential opportunities available to GIP and estimate financial

performance of various business segments and may not be appropriate for any other purpose and should

not be relied upon.

Documents

Investor Presentation - Green Impact Partners Inc