2 - 4 Year Micro Venture Fund Prospectus by ICI Argent Ltd

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Introducing the 2 2 4 Year Micro Venture Fund 4 Year Micro Venture Fund A Proprietary Green Investment Solution for Sophisticated Investors Brought to you by ICI ΛRGENT

Transcript of 2 - 4 Year Micro Venture Fund Prospectus by ICI Argent Ltd

Page 1: 2 - 4 Year Micro Venture Fund Prospectus by ICI Argent Ltd

Introducing the

22 –– 4 Year Micro Venture Fund4 Year Micro Venture Fund

A Proprietary Green Investment Solution forSophisticated Investors

Brought to you by ICI ΛRGENT

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NOTICE

This Venture Fund prospectus has been prepared on a confidential basis solely for the benefit of selected, highlyqualified investors and is not for use by any others, nor may it be reproduced without prior written consent of ICIArgent. While the information provided is current at the date of this document, it is subject to change withoutnotice.

The full Information Memoranda concerning the venture capital candidates herein—Uniflow Power Ltd. andNext Gen Wind Ltd.—are available upon request.

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Introducing the 2Introducing the 2--4 Year Micro Venture Fund4 Year Micro Venture Fund

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INVESTMENT SUMMARYINVESTMENT SUMMARY

World’s First “Micro” Venture FundICI Argent is delighted to present the Micro Venture Fund, a proprietary investment product for venturesavvy green investors heretofore available to only a select few.

In a world where every sector is migrating towards all things “green”, ICI Argent stands at the confluenceof growing numbers of environmentally responsible investors wary of too big to sail, behemoth venturefunds and hard to find yet desperately needed emerging technologies with outstanding potential.

Emerging Technologies Ahead of the Renewable CurveICI Argent is an environmental technology seed-stage venture capital pioneer. A proven micro-capbusiness development specialist, our focus is taking renewable, green, clean and sustainable businessventures from embryo to IPO on the Australian Securities Exchange (ASX) within 6 months of funding.

Deploying the ICI Argent method in the Australian micro-cap VC space, we prefer to think of the IPO asthe launching pad, not the goal. We see each of our IPOs as a key stepping stone towards the realobjective—laying the foundation for a best-in-category company prepared for the long haul. The neteffect? And enduring growth company and outsized seed investor returns.

Extraordinary Potential. Extraordinary Returns.Since 2004 our founders have attracted an ever-expanding pipeline of candidate investments. What arewe looking for? Ground breaking, game-changing, and economically compelling technologies andbusiness ideas which are socially responsible, improve the quality of life, and mitigate the adverse effectsof climate change.

What are the ICI Argent investment criteria?

Global scalability Formidable competitive advantage Business model which leverages this formidable competitive advantage.

In other words, each candidate Micro Venture Fund investment must have gargantuan market potential,be exceedingly difficult for competitors to replicate, and must leverage its competitive advantage tomaximum effect. All ICI Argent Micro Venture Fund investments possess these attributes.

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Investing in a Renewable FutureEvery form of mainstream environmental technology is in a growth phase or entering one, with Asiandevelopment nearly double that of the U.S.[1] In 2009 worldwide new renewable energy capacityreceived $150 billion in funding, outpacing new fossil fuel capacity investment for the 2nd year in a row.By early 2010, more than 100 countries have renewable energy policy targets in place.[2]

Among mainstream technologies such as solar, wind, hydro, biomass, geothermal and bio-fuels, windleads global growth at approximately 30% per year[3] and will dominate U.S. renewable capacity growthuntil at least 2014.[4] Biomass was only surpassed by wind in terms of worldwide electricity outputbeginning in 2007.[5]

The ICI Argent Micro Venture Fund will invest in 2 of the brightest stars among emerging Wind andBiomass technologies: The world’s smallest Biomass fuelled electricity generator The Downwind 2-blade Lean Wind Turbine.

We consider both to be high probability disruptive technologies.

The ICI Argent AdvantageThe ICI Argent team includes the top emerging technology micro-cap IPO specialist in Australia. Weleverage our best-in-world position in 2 key ways: 1) via special teams to deepen our domain expertise,and 2) by strategic alliances which give us on-the-ground intelligence throughout South East Asia, theAustralian regulatory environment, and among our U.S. based investors. As a result, our Micro VentureFund methodology is now more widely available to qualified investors.

Best-in-World PortfolioThe ICI Argent founders’ prior investment portfolio includes the world’s first 3rd generation PVtechnology[6], the world’s most bio-degradable diaper[7], and the world’s most advanced geothermaldrill[8].

Investment RequirementAUD $4.5 million (see Financial Summary)

[1] U.S. Department of Energy (2010), Energy Information Administration International Energy Outlook with Forecasts to 2030, Appendix A,Table A9.[2] REN21 (2010), Renewables 2010 Global Status Report, 9, 53.[3] World Wind Energy Association (2009), World Wind Energy Report, 17.[4] U.S. Department of Energy (2010), Energy Information Administration Annual Energy Outlook with Projections to 2035, 69.[5] International Energy Agency (2010). Energy Technology Perspectives, IEA Publications, 124.[6] See Dyesol: ASX/DYE http://www.dyesol.com/[7] See EcoQuest: ASX/ECQ http://www.ecoquestltd.com/[8] See CoreTrack: ASX/CKK http://www.coretrack.com.au/

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Required InvestmentTotal Micro Venture Fund requirement is AUD $4.5 million per 2 IPOs. There are several levels of entry:

Investor Level I---AUD $4.5 million: Upon successful IPO, the Level I investor receives anunderwriter “fee” of 2 million additional shares + AUD $100, 000 for each of the 2 companies.

Investor Level II---AUD $2.25 million: Upon successful IPO, the Level II investor receives anunderwriter “fee” of 2 million additional shares + AUD $100, 000.

Investor Level III---Available in AUD $250,000 increments.

Use of Funds

Demonstrate commercial viability of product.Seed the market: Close development partners. Fullteam build-out. First general release.

1-24 months post-IPO3

IPO / ASX main board listing at 20 cents/shareWithin 6 months2

Fund Newco as seed investor at 8 cents/shareAt funding1

Event/ActivityTimelineMilestone

22 -- 4 Year Micro Venture Fund4 Year Micro Venture Fund

FINANCIAL SUMMARYFINANCIAL SUMMARY

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Seed Stage and Underwriter Allocations

.20AUD $1.35M.08AUD $900K2

.20AUD $1.35M.08AUD $900K1

Public OfferingPriceFor UnderwritingSeed PriceFor Seed

InvestmentIPO

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FINANCIAL SUMMARYFINANCIAL SUMMARY

22-- 4 Year Micro Venture Fund4 Year Micro Venture Fund

Management Fee:2% per annum

Performance Fee:20% of returns

Lock Up Period:Up to 48 months from IPO date

Hurdle Rate:Commensurate with the higher riskassociated with speculativeinvestments, ICI Argent will notcharge a performance fee unless thefund's performance (i.e., the netasset value of your position) exceedsa benchmark rate of 100%.

3rd Party Fund AdministratorZetland Fiduciary Services, HongKong

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Exit StrategyExits (Investors Level I, II, or III) will be facilitated by ICIArgent, typically 24 – 48 months post-IPO. All harvests,partial or in full, will be managed in such a way as to mitigateagainst adverse price movement caused by selling in size.

Liquidating your position may be accomplished by anynumber of, or combination of, strategies includingincremental selling @ the market and private placements.

We suggest you seek professional advice as to whethercircumstances favor maintaining a longer-term position. ICIArgent’s Hong Kong based founders are still majorshareholders in Core Track Ltd. and EcoQuest Ltd.

Type of Funding

Seed stage venture capital& Underwriting

Harvest

Typically ranges 24 to 48months from IPO date

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IntroducingThe World’s Smallest

Renewably Fueled Electricity Generator

On Demand "Green" Electricity Any WeatherUniflow Power's compact, biomass-fueled, steam drivenelectricity generator is a multi-purpose technology forFirst World and 3rd World all-weather applications.

Biomass: Energy Solutions for the MassesIn an age where 3 billion people use solid fuels for mostof their energy requirements and 1.5 billion people live“off the grid”, Uniflow Power is a local economyenhancing technology which converts previouslydiscarded agricultural waste into renewable fuel. Uniflowwill facilitate the electrification of thousands of ruralcommunities throughout developing countries whileproviding a net-profitable means to end fossil fueldependence.[1]

U.S. and European Combined Heat and PowerUniflow Power systems are also globally scalable in theFirst World CHP market, particularly for residential andsmall commercial applications. With a refinedautomated Uniflow system, homeowners with basementboilers or enclosed fireplaces could produce their ownelectricity, hot water, and space heating usingcommercially available bio-mass woodchips. No othercomparable residential CHP technology is yet available.

Uniflow Mission VisionVision: To be the world's #1 provider of residential &small commercial renewably fueled, on-demandelectricity generators.

Mission: To commercialise multi-fuel renewable energysystems for "off-the-grid" and rural applications, andDual-fueled combined heat and power systems (CHP)for residential and small commercial applications.

[1] Amory Lovins, Winning the Oil Endgame, published by the Rocky MountainInstitute, 11.

IntroducingThe World’s 1st Downwind

2 - Blade Lean Wind Turbine

Same Power Output 30% Reduced CostsNext Gen Wind Pty. Ltd. innovative lean[1] turbinetechnology is demonstrated to reduce capital costs ofwind turbines an estimated 30% per Megawatt—asavings of approximately $600,000.00 per installedMegawatt or $60 million+ for a 100 MW wind farm.

Subsidy Free Wind farmsNext Gen Wind’s 1st generation wind turbine producesenergy at approximately AUD 45/MW hour. Current 3-blade, upwind turbines produce electricity atapproximately AUD 75-85/MW hour. Next Gen Wind’s2nd generation technology is targeting AUD 30/MWhour. No other wind generation technology in the worldhas been able to reduce costs to this level.

Australia’s 1st Large Scale Turbine ManufacturerICI Argent sees an extraordinary opportunity to capitalizeon the forecast supply shortage by providing Next GenWind turbines for land-based and off-shore applicationsthroughout Asia and the rest of the world. Sites inVictoria and Tasmania are being considered for full-scaleturbine and blade manufacturing plants.

Next Gen Wind Mission VisionVision: To be the number one provider of subsidy-freewind turbines in Asia and Australia.

Mission: To deploy “Lighter, Smarter, Low-CostTechnology” featuring a significant reduction in structuralloadings; increased energy yield over a wider range ofwind speeds compared to existing large scale turbines;and reduction of maintenance costs due to lowerstructural stresses and deploying a light-weight directdrive generator.

[1] Lean manufacturing or lean production, often simply, "Lean," is a productionpractice that considers the expenditure of resources for any goal other than thecreation of value for the end customer to be wasteful, and thus a target forelimination.

The TechnologiesThe Technologies

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Website: http://iciargent.com/[email protected]@iciargent.com