DEAL DOCUMENTS

Entrepreneur Guide

Investor Documentation
Brief introduction

Ross McDonald, President Tel +1 604 998 8319 Fax +1 604 630 7064 Web www.cleanwest.com Email rmcdonald@cleanwest.com

Clean West Capital Inc 5658 Westhaven Road West Vancouver BC V7W 1T8 Canada

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Teasers are a Written Elevator Pitch

TEASER
A brief document whose objectives are to solicit initial feedback and qualify interest level on a corporate transaction from prospective counterparties. Brevity enables selective disclosure of potentially confidential information. Between one and eight pages length, depending on advisor preference.

TYPICAL CONTENTS
Overview: Snapshot of business, transaction Industry / Market: Size, profile, target, trends Unique aspects: Key competitive advantages Metrics: High level revenues, profits, other Next steps: Transaction size, status, timeline

CLEAN WEST APPROACH

Length: Ideally one, max two pages length Crisp: Explain value proposition precisely First Impressions: Reinforces professionalism Graphics: Evidence data, convey complexities Timing: Prepare teaser after CIM fully drafted

Teaser attract often valuable feedback. Poor documentation can kill a transaction.

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But Avoid Jargon Where Possible

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CIMs Describe, Evidence a Business

CONFIDENTIAL INFORMATION MEMORANDUM
A document whose objective is to provide information that enables a potential counterparty (investor, acquirer) to readily understand and thoroughly assess a company and its proposed transaction. Typically between ten and thirty pages length, depending on the size and complexity of the transaction.

TYPICAL CONTENTS
Exec. Summary: Key messages, Conclusion Business: Value Proposition, benefits, IP Industry / Market: Size, profile, target, trends Financials: Historic, forecast. P&L, cash, BS Appendix: Educational or evidence materials

CLEAN WEST APPROACH

Exec. Summary: Vital one-two page overview KISS: Simple language, non-jargon terms First Impressions: Reinforces professionalism Graphics: Evidence data, convey complexities Structure: Intuitive, reader-focused layout

Strong CIMs require time to prepare, but they attract and educate counterparties.

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But Crisply Explain Plan A. Not B, C

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Models Detail & Sensitize Financials

FINANCIAL MODELING
A Microsoft Excel workbook whose whose objective is to systematically forecast the financial and key operational metrics of a business, based on a series of data inputs and logical assumptions. Financial models vary significant in terms of complexity, purpose and usefulness.

TYPICAL CONTENTS
Outputs: Tables for CIM, other documents Financials: P&L, cashflow, balance sheet Inputs: Operational, financial assumptions Workings : Logical formula for key processes Timeline: Monthly, five years (longer for debt deals)

CLEAN WEST APPROACH

Structured: Multiple, discrete worksheets Intuitive: Layout nests, prioritizes content Scenarios: Able to flex key data assumptions Formula-driven: Minimal manual cell inputs Graphics: Useful to illustrate key outputs

Strong models assist business decisions, highlight key variables and their impact.

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But Beware Spurious Accuracy

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Investor Presentations Pitch & Inform

PRESENTATIONS
A deck of presentational material whose objectives are to express transaction rationale and to educate counterparties on key business, market, operational, financial, technical or other relevant issues. Length depends on event purpose, duration and environment (size of audience, presence of presenter).

POSSIBLE APPROACHES
Ballroom : Overhead projected to audience, Wow purpose, low content, presenter is star Boardroom : Printed for meeting attendees, Decisive purpose, high content, slides are star Bullet lists : Lazy, dull and ineffective. Avoid.

CLEAN WEST APPROACH

Purpose: Be clear on purpose, environment Concise: Explain crisply, omit irrelevance Graphics: Fantastic visual aids or evidence Bullets: None allowed outside Exec. Overview Appendices: Valuable FAQ, issue education

Optimal presentation design depends on the environment of delivery and purpose.

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But Investors Seek Credible Evidence

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Documentation Reflects on the Team

CLEAN WEST SERVICES: PREPARE, MARKET & CLOSE PREPARE, REVIEW DOCUMENTATION ADVISE, INTRODUCE FINANCE PARTNERS STRUCTURE, CLOSE TRANSACTION
! First impressions count, and reinforce professionalism of developer ! Crisp, professional documents inform and educate counterparties
(Information Memorandum, Financial model, Investor presentation, Teaser)

! Define preferred, appropriate profile of financial partner(s). Shortlist. ! Prioritized, phased introduction to relevant institutional investors
(Clean West has extensive network of clean financial investors, strategic partners)

! Educate, stimulate counterparties. Assess, compare term sheets. ! Liaise with legal counsel, investor towards transaction closure.

Clean West offers mid-market corporate finance skills to clean energy developers.

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Clean Focused, Corporate Financier

MID-MARKET FOCUS
Familiar with growth businesses

CLEAN TECHNOLOGY
IP driven ventures

GLOBAL MINDSET
International network

CLEAN ENERGY
Clean power projects

M&A ADVISORY
Acquisitions Divestitures Valuations Strategic advisory and transaction execution driven by client circumstances and value opportunities. Independent, expert valuations for director comfort.

GROWTH CAPITAL
Project Expansion Early stage Professional document preparation, effective investor marketing and painless transaction closure. First impressions count. Connections close deals.

Within a young, vibrant clean industry then Clean West strives to stimulate entrepreneurs, enable commercial growth and play a role in tackling climate change.
Ross McDonald, President Tel +1 604 998 8319 Fax +1 604 630 7064 Web www.cleanwest.com Email rmcdonald@cleanwest.com Clean West Capital Inc 6639 Nelson Avenue West Vancouver BC V7W 2A5 Canada