Some
of the statements in this Information Memorandum are forward-looking
statements. Forward-looking statements include statements regarding
our intent, belief or current expectations (including statements preceded by,
followed by or including forward-looking terminology such as “may,”“will,”“should,”“believe,”“expect,”“anticipate,”“estimate,”“continue” or similar
expressions or comparable terminology) with respect to
various matters. Forward-looking statements in this Information
Memorandum include, among other things, statements regarding our ability to
successfully negotiate licensing, strategic partnership, consulting services and
other similar agreements; our ability to access additional customers and
prospects via our strategic relationships; our performance; and our financial
prospects, including our ability to continue as a going concern.
Our
actual results could differ materially from those anticipated from the
forward-looking statements depending on various important
factors. These important factors include the uncertain and
undeveloped market for our products and services, competitive pressures, the
rapid pace of technological change and other factors. Additional
information concerning these and other risks and uncertainties can be found
under the heading “Risk Factors” in our annual reports filed with the Securities
and Exchange Commission, including our Annual Report on Form
10-K. Statements in this Offering Memorandum should be evaluated in
light of these important factors.
All
forward-looking statements in this Information Memorandum are based on
information available to us on the date of this Information
Memorandum. We do not undertake to update any forward-looking
statements that may be made by us or on our behalf or by other industry
participants or analysts in the Information Memorandum or
otherwise. Important factors with respect to the forward-looking
statements, including certain risks and uncertainties could cause actual results
to differ materially from those in such forward-looking statements.
IMPORTANT
NOTICES
The
financing has not been registered with or approved by the United States
Securities and Exchange Commission or any securities regulatory authority of any
state or other jurisdiction, nor has the Securities and Exchange Commission or
any such authority passed upon or endorsed the merits of this Information
Memorandum. Any representation to the contrary is
unlawful. The financing offered hereby may not be directly or
indirectly offered, sold or delivered in any jurisdiction except in compliance
with applicable law. This Information Memorandum does not constitute
an offer or solicitation in any state or other jurisdiction in which such offer
or solicitation is not authorized, or in which any person making the offer or
solicitation is not qualified to do so, or to anyone to whom it is unlawful to
make such offer or solicitation.
No
dealer, salesman, or other person, affiliated or unaffiliated with us, has been
authorized to give any information or make any representations other than those
contained in this Information Memorandum in connection with the financing
described herein, and if given or made, such information or representations must
not be relied upon as having been authorized by us.
Prospective
investors are not to construe the contents of this Information Memorandum as
legal, business, or tax advice. Each prospective investor should
consult his or her own attorney, business advisor, and tax advisor as to legal,
business, tax, and related matters concerning this Information
Memorandum.
Neither
the delivery of this Information Memorandum at any time, nor any sale made
pursuant hereto, shall imply that the information contained herein is correct as
of any time subsequent to the date set forth on the cover hereof.
We will
make available to each investor the opportunity to ask questions of and receive
answers and additional documentary information from us concerning our business
and the terms and conditions of this financing. The information
provided in this Information Memorandum is general in nature and investors are
urged to request such additional information as they deem to be important in
making an investment decision.
Each
prospective investor, by accepting delivery of this Information Memorandum,
agrees to return it to us if the prospective investor elects not to invest in
the financing.
We
reserve the right to accept or reject any offers for the financing in whole or
in part.
EXECUTIVE
SUMMARY
Global
Green Solutions Inc. (“GGRN”) and its wholly owned subsidiary, Global Greensteam
LLC (“Greensteam”) are seeking financing for the Aera project. The
project is a $75 million biomass to steam generating facility (the “Project” or
the “Aera Project”) located in Bakersfield, CA, of which Aera Energy LLC, the
customer, is providing $3 million. The total external funds required
are therefore $72 million. This funding will be a combination of
third party debt and equity. Some of the debt financing for the
Project may be in the form of Industrial Development Bonds. The
equity may be either tax or non-tax oriented equity pursuant to the investor’s
preference. Construction of the Project will begin when initial
financing has been secured and will extend for a period of thirty
months.
The
Project consists of one ¼ scale unit for testing (hereinafter referred as
“Pilot”) and ten (10) commercial Greensteam trains (hereinafter individually
referred to as a “train” or “unit” and collectively as the “Project”),
commencing after securing Aera acceptance of the pilot test. Each of these
trains will consume about 50 thousand tons of biomass per year and generate 80
MMBTU per hour. The Project will provide steam, pursuant to a five
year (to be lengthened to 10 after the successful pilot test), take-or-pay
contract, to Aera Energy LLC (“Aera”) for Aera’s use in its enhanced oil
recovery (“EOR”) operations. Aera is a joint venture between Shell
and ExxonMobil. Aera accounts for approximately 30% of the oil
production of the State of California. The Project is situated on
land owned by Aera. Given the scope of Aera’s operations and
available biomass, the ultimate EOR opportunity for Greensteam may increase to
between 30 to 50 individual trains.
The
feedstock for the Project will be biomass to be purchased, under long-term
strategic contracts currently being negotiated, from several of the large
agricultural waste chipping and grinding companies located in proximity to the
Project. The Project is located in western Kern County,
CA. Kern County is in California’s Central Valley, the most
productive agricultural area in the United States, especially in regards to tree
crops, growing more than half of the nation’s fruits and
nuts. Effective in 2007, the San Joaquin Valley Air Pollution Control
District passed a rule (Rule 4103, as amended most recently on May 17, 2007)
prohibiting the open burning of tree crop biomass. Tree crop farmers
are now required to contract their harvesting, pruning and tree removal services
through an existing infrastructure of chipper and grinder companies to either
chip the biomass back into the fields, or, to deliver the material to a local
biomass facility. It is estimated that Rule 4103 will double the
amount of biomass available in the Central Valley within 3 years to more than 2
million bone dry tons within a 60 mile radius.
Greensteam
is wholly owned by Global Green Solutions Inc (www.globalgreensolutionsinc.com).
Global Green Solutions develops and implements ecotechnology solutions for
renewable energy and the reduction of greenhouse gas
emissions. Global Green Solutions Inc. is a U.S. publicly traded
company (OTCBB: GGRN), with offices in Vancouver, San Diego, New York, London,
Brussels, and Johannesburg. GGRN
has constructed a model of the expected financial performance of the Project, as
well as a full package of due diligence documents. The model and
documents are available to interested parties, on an as needed basis, upon
execution of a Non-Disclosure agreement.
GGRN is
seeking proposals for the financing of the Project with immediate
emphasis being placed on the financing of the Pilot. All inquiries
regarding the Project and its financing should be directed to:
Additional
information about Global Green Solutions, Inc, Greensteam, and the Project is
set forth in the pages that follow this Executive Summary
I. INVESTMENT
MERITS
Strong
Offtake Party: The offtake party, Aera, is a joint venture
between two of the largest oil companies in the world, Shell and ExxonMobil, and
produces 30% of the oil produced in California. Aera produces
approximately 175,000 barrels of oil and 59 million cubic feet of natural gas
each day and has proved oil and gas reserves equivalent to approximately 860
million barrels of oil. Aera employs approximately 1,100 people. The
Aera fields have a producing expectancy in excess of 20
years.
Offtake
Contract: The contract is a “take-or-pay”contract requiring
Aera to purchase and continuously accept all of the steam generated by
Greensteam all of the months of the year.
Favorable
Offtake Pricing: The revenues to the Aera Project are a
function of the Southern California Border (“SCB”) price of natural
gas. The 2008 year to date average price of SCB gas is $8.59 per
MMBTU. The unlevered Project breaks even on a cash flow basis at a
price of approximately $3.50 per MMBTU.
Abundance
of Feedstock: Recent environmental regulations, including
(Rule 4103, as amended most recently on May 17, 2007), in the San Joaquin Valley
have created a glut of feedstock for the Aera Project. The new
regulations prohibiting open burning of agricultural waste has left few
alternatives for the disposition of the waste, thus making a significant amount
of feedstock available to the Project once it is in
operation.
Proven
Technology: The cyclonic burner technology is licensed from
The Onix Corporation, who has successfully installed over 250 cyclonic
combustors since 1985. Greensteam’s steam generator technology is the latest
evolution of a design proven in hundreds of installations of this type,
including 50 at Aera. GGRN has invested the last two years designing the project
and testing key elements.
Favorable
Emission Profile: The Project is designed to operate at
emission levels well below allowable emission standards for biomass combustion
systems.
Experienced
Management Team: Greensteam’s management team has had
responsibility for the successful construction and operation of $ billions of
oil and gas, process and energy projects. Each key member of
management has over 30 years’ experience in constructing and operating projects
like the Aera Project. The team responsible for the development and
design of the Project will have responsibility for the Project’s day-to-day
operation.
Core
Business for Global Green: Global Greensteam and the Aera
Project are core businesses for Global Green Solutions
Inc. Greensteam is GGRN’s primary business line and the success of
the Aera Project is a vital component of GGRN’s and Greensteam’s business
plans. The entire GGRN organization is deeply invested in the success
of the Aera Project. The success of this initial project will pave
the way for other, significant opportunities for Greensteam with Aera and will
enhance Greensteam’s development of two other projects under
development.
II. TRANSACTION
STRUCTURE AND FUNDING
The Aera
contract calls for the construction and operation of a Pilot (¼ scale unit) and
ten (10) Greensteam trains. Under the provisions of the contract,
Greensteam will build an initial Pilot heat train to prove performance
capabilities. After Aera acceptance of the “proof of concept” and notice to
proceed, construction on 10 Greensteam trains will begin. Greensteam
has an experimental operating permit for 180 days for the Pilot, 30 days of
which will be used for an Aera acceptance test. A full-scale
operational permit application will be submitted during construction of the
pilot plant.
The
budget cost of the Pilot train is $4.6 million dollars and it will cost
approximately $800,000 to operate it for an estimated 4 months to secure Aera’s
approval, for a total of $5.4 million. Aera will invest $3 million
toward the construction of Pilot unit which will be paid back via additional
discount on the first commercial unit steam. Greensteam is seeking
financing of the remaining $2.4 million from the investor(s).
Aera
supports a 10 year offtake agreement and intends to amend the contract to
include that term after the successful Pilot plant test.
At the
time that initial orders are placed for the equipment that comprises the Pilot,
Greensteam will make a 20-30% down payment of the value of the equipment
ordered, with the remaining progress payments for equipment cost being made over
a period of 10-24 week equipment delivery cycle. Site preparation
will be accomplished in parallel with the equipment delivery
cycle. Equipment installation will occur as equipment is delivered,
with the installation completed 30 days after the last equipment
delivery. Once installed, the equipment will undergo calibration and
commissioning for 30 days followed by, the 30-day Aera acceptance
test.
Upon
completion of the 30-day Aera acceptance test, Greensteam will have 30 days to
submit a report to Aera regarding the performance of the Pilot. Upon
receipt of the report from Greensteam, Aera will have up to 60 days to review
the report and either: a) execute the contract for all 10 trains, or b) cancel
the Aera contract, upon which cancellation, Aera will forfeit its $3 million
investment.
Then the
Pilot will be operated for the balance of the 180-day experimental test period
in order to further fine tune operations to establish “best” operating
parameters. During the entire 180 day experimental test period, Aera
will continue to purchase steam from Greensteam at the prices negotiated in the
Aera contact. .
The
following is a tentative schedule for the Pilot and full commercial Trains after
securing investor(s) commitment:
Month
1-7 - Construct
Pilot
Month
2-7 - Site
Construction
Month
4
- Apply for Operational
Permit
Month
8
- Pilot Commissioning and
Test Readiness
Month
9-10 - Aera
Testing
Month
11
- Aera Acceptance and
Approval to Proceed
Month
12-18 - Construction
of First Commercial Train
Month
18
- First Commercial Unit
Steam
Month
20-32 - Construction
of Remaining 9 Commercial Trains
III. THE
AERA PROJECT
Overview
The Aera
Project has been under consideration by Aera for approximately two
years. The Aera Project will be composed of ten individual trains
each of which will generate approximately 80 MMBTU per hour and will be located
at an Aera site in the vicinity of Bakersfield, CA. Aera produces
175,000 barrels of oil per day and will use the Project’s production for
enhanced oil recovery. Aera is currently operating gas-fired steam
generators and wishes to reduce its steam costs and improve the environmental
sustainability of its operations. It is Greensteam’s target to
replace 50% of Aera’s current gas-fired steam generation with Greensteam
biomass-fueled trains, approximately 5 times the size of the current
contract. Treated feedwater for steam production will be provided by
Aera at no cost. Electricity for the Project will also be provided
through Aera’s systems at a negotiated rate favorable to the economics of the
Project and natural gas for commencing the steam generation process (a very
small amount is required) will also be provided by Aera. For a more
comprehensive description of the Aera contract, please see the “Aera Contract”
section, below.
GGRN is
acting as the EPC contractor in the construction of the Pilot. The
full project implementation strategy will occur after the successful
demonstration of the pilot system. GGRN has the technical capability
to manage the project, but the may later engage an EPC contractor if GGRN and
its investment partners deem prudent, or as required to obtain debt
financing.
Process
and Equipment Description
The
Project replaces Aera’s natural gas-fired steam generators with Greensteam’s
waste biomass-fired steam generators. In addition to producing
cost-effective steam, the Project displaces natural gas (a fossil fuel) with
renewable biomass, thus reducing greenhouse gas emissions.
The
following is a schematic diagram of one of the Greensteam trains.
The
process consists of a receiving and material handling system, a Greensteam
cyclonic combustion system including combustor and drier, a heat recovery steam
generator and appropriate pollution control equipment.
The
material receiving system receives waste biomass fuel, removes contaminants, and
sizes it for common storage. The material handling equipment for the
initial receipt of the biomass is equipment that has been adapted from the coal
and cement industries and optimized for the biomass to be combusted at the
Project. The receiving and material handling equipment is of standard
design and will be sourced from major manufacturers
Biomass
will be dried and sized to ensure optimal combustion. Heretofore,
biomass has been combusted in a wet state which reduces its combustibility and
its efficiency of burn. Greensteam will dry and size the biomass to
conditions prior to
combustion, which will result in a more efficient burn and lower
emissions (particularly NOx and CO). Greensteam has performed
extensive testing to determine the optimal biomass particle size and moisture
content for combustion. The drier will be manufactured locally by an
experienced oil field fabricator to Greensteam specifications under exclusive
license from The Onix Corporation.
The
combustor efficiently burns the material and creates a hot gas which is
transported to the heat recovery steam generator. Combustion occurs
in specially designed, vertical, cylindrical reactors which discharge hot
gaseous combustion products into the heat recovery steam
generator. Pulverized biomass is blown into the cyclonic burner where
it is efficiently oxidized. Cyclonic burners have been in continuous operation
since 1985 and have reliably and cost-effectively provided millions of BTUs at
costs below fossil fuel production. The combustor will be manufactured locally
by an experienced oil field fabricator to Greensteam specifications under
exclusive license from The Onix Corporation.
The heat
recovery steam generator transfers heat from the hot gas to feedwater supplied
by Aera. Greensteam’s heat recovery steam generator is specifically
designed to complement the cyclonic burner biomass combustion characteristics to
maximize heat transfer efficiency and unit availability while minimizing
emissions. Greensteam’s engineering and operations manager has
designed and installed 200 steam generators, including 50 on the Aera site. The
HRSG will be manufactured locally by an experienced oil field
fabricator.
The
pollution control system captures residual combustion products, primarily
particulates that are non-combustible. Ash, the primary waste
product, will be sold to local companies as either agricultural soil amendment
or construction fill amendment. The receiving and material handling equipment is
of standard design and will be sourced from major manufacturers
The
overall process incorporates unique enhancements to the waste biomass
combustion/steam generation process. The Greensteam process creates dramatically
lower levels of undesirable combustion byproducts such as NOx, VOCs, CO, and
particulates. Based upon test data, Greensteam believes it will set
the USEPA standard for best available control technology (BACT)
for biomass combustion. An experimental air quality permit has
already been received, and emissions testing during the Pilot at the Aera site
will verify the emissions characteristics for the Greensteam system.
Patent protection on these process enhancements is being pursued.
The Aera
contract calls for the construction and operation of a Pilot (¼ scale) unit and
ten (10) Greensteam trains. Under the provisions of the contract,
Greensteam will build an initial Pilot heat train to test the performance
capabilities of the Greensteam design “proof of concept” thereafter construction
on 10 Greensteam trains will begin. Greensteam has an experimental
operating permit for 180 days for the Pilot, 30 days of which will be used for
an Aera acceptance test. The contract has a preliminary term, on a
train-by-train basis, of five (5) years from the first commercial delivery of
steam by each train. Aera supports a 10 year offtake agreement and intends to
amend the contract to include that term after the successful Pilot plant
test.
Aera will
invest $3 million toward the construction of Pilot unit which will be paid back
via additional discount on the first commercial unit steam.
The Aera
contract is a “take or pay”contract. The contract has options for
the renewal of the contract at the mutual election of the parties for an
unlimited number of increments. Both parties expect the contract will
be renewed for 20 years. The contract specifies the construction of
ten (10) “trains”. The site is being provided by Aera under a site
license coterminous with the term of the contract, and is being made available
at no cost to Greensteam.
Under the
provisions of the contract, Greensteam is obligated to continuously deliver
steam to Aera during all of the months of the year, subject to reasonable
shutdown periods for maintenance and modifications of a train. Aera
agrees to continuously accept steam delivered by Greensteam for all months of
the year, also subject to reasonable shutdown periods for maintenance and
modification.
Under the
contract, Aera is obligated to provide Greensteam with the electricity, natural
gas, feedwater for the generation of steam and additional water necessary for
Greensteam’s operations. The feed water and utility water are
provided to Greensteam by Aera at no cost to Greensteam. Pricing of
the electricity and natural gas provided by Aera is discussed
below. Aera is responsible for designing and constructing the steam
pipeline, and Greensteam is responsible for designing and constructing all of
the requisite utility service lines needed for the operation of a train from its
site on the Aera property to the relevant Aera interconnection
points.
Revenues
to Greensteam under the Aera contract are calculated based on a
formula. Revenue is derived from the heat content of steam (in BTU)
delivered to Aera. The price per BTU is linked to the Southern
California Border Gas Price of natural gas (“SCB”). At lower SCB
prices, Aera pays the SCB price. At higher SCB prices, Aera pays the
SCB rate less a discount. The revenue formula provides a benefit to
Aera, especially when natural gas prices are high, and takes advantage of
Greensteam’s ability to generate steam at less cost and volatility than gas or
oil fired steam generating systems. Thus, the revenue formula for
Greensteam’s charge to Aera varies with the price of natural
gas. Subtracted from this revenue are the operating costs of
electricity and natural gas provided by Aera. The Project requires a
nominal amount of natural gas during start up. Gas to be provided by
Aera is also priced off of the Southern California Border Gas Price of natural
gas. The price of electricity to be provided by Aera is also set as a
function of the SCB gas price
In
addition to the basic revenue and cost structure, the two parties to the
contract have agreed on the distribution of air emission credits and offsets and
on the distribution of carbon credits and offsets.
Air Emission
Allowances: Aera will gain air emission allowances
for equipment shut down and replaced by Greensteam trains, and currently owns
additional air emission allowances which will also be made available to the
Project. The Aera contract calls for emission allowances for
equipment shut down and replaced by the Project to be made available to
Greensteam at no cost to Greensteam. The additional allowances from
Aera’s allowance bank will be “rented” annually to Greensteam at fair market
value.
Carbon
Credits: Under the provisions of the contract, each train will
be structured as a natural gas to biomass fuel switch project and will be
registered with the California Air Resources Board as a greenhouse gas emissions
reduction project that will reduce Aera’s carbon dioxide
footprint. Any global emissions credits allowed under laws and
regulations are owned by Greensteam. Greensteam is compensated with
20% of the available credits. The remaining 80% of the credits are
available to Aera on a right of first refusal basis at a 50% discount from the
then commercially reasonable market price.
V. FEEDSTOCK
SUPPLY
The Aera
Project is located in western Kern County, California. Kern County is
in the southern part of an area in California’s Central Valley. This
area is rich in biomass, producing roughly a third of the total biomass supply
available in California. The main source of biomass in this area is
agriculture, especially in regards to tree crops, growing more than half the
nation's fruits and nuts.
A
tremendous amount of biomass is generated every year from the harvesting,
pruning and removal of these tree crops (i.e., almonds, walnuts, peaches,
pistachios). Previously, the biomass generated from tree crop
activity was allowed to be burned at the farm. In order to address
declining air quality, however, the local air district in the Central Valley
passed a rule (Rule 4103) prohibiting the burning of tree crop
biomass. This is creating a glut of supply, and tree crop farmers are
now required to contract their harvesting, pruning and tree removal services to
an existing infrastructure of chipper and grinder companies to either, chip the
biomass back into the fields, or to deliver the material to a local biomass
facility. Greensteam estimates this will likely double the amount of
agricultural biomass available in the Central Valley to in excess of 2 million
bone dry tons within a 60 mile radius of the project site (the project at full
build out will consume 480,000 tons).
Greensteam
studied the market in detail for 2 years, reviewing the cost structure,
processes and needs of the suppliers. Greensteam also
evaluated the contracting approach used by other buyers of
agricultural waste (report available under NDA), and has developed a strategy
for radically improving the supply chain process and contracting practices for
agricultural waste in a way which benefits both Greensteam and the
suppliers.
Two of
the major biomass suppliers in the Central Valley have already expressed
interest in exclusive long term contracts to supply the 480,000 tons of biomass
per year required by the Project at its full ten train build-out on a natural
gas price indexed basis. A letter of intent from one of them is
available under NDA.
VI. SUMMARY
The Aera
project has been the subject of thorough development and review by its offtake
party, Aera, for approximately two years. Thus, the Project has the
full backing and sponsorship of Aera and is part of Aera’s strategy to reduce
its operating expenses and meet greenhouse gas emission targets. Aera
is a joint venture between two of the largest oil companies in the world, and
has demonstrated their commitment by pledging $3 million to the pilot
project.
The
Project’s technical design is low risk, with all of the components having been
proven in the marketplace. Overall process design improvements have
been made by Greensteam to optimize operation for the feedstock being used,
while minimizing the emissions created by the combustion process. The
equipment will be manufactured by experienced, proven
manufacturers.
There is
more than sufficient biomass fuel available at favorable
pricing. Potential suppliers have endorsed Greensteam’s long term
strategic contracting practices. Recent environmental rules are
creating an abundance of feedstock for the Project. The member of the
Greensteam team responsible for negotiating the feedstock supply has been active
in environmental issues in the San Joaquin Valley for over twenty
years.
The
Project will provide excellent financial returns that are significantly above
biomass norms.
The
Project is being managed by members of the Company’s senior
management. The members of the Greensteam team each have nearly
thirty years of experience in designing and operating complex processing and
generating facilities. An extended team of experts has also been
assembled to ensure the operation of the Project. The team that is
designing the Project will also be operating the Project.
VII. GLOBAL
GREENSTEAM AND GLOBAL GREEN SOLUTIONS INC.
Global
Greensteam
Global
Greensteam is a subsidiary of Global Green Solutions Inc. Global
Greensteam is an eco-technology solution that converts waste biomass into steam
and/or electricity at lower cost than using natural gas and
oil. Biomass is considered a carbon neutral fuel with respect to
greenhouse gas emissions. Greensteam’s combustion process is designed
to meets the world’s strictest air emissions standards and can be permitted in
virtually any air quality jurisdiction. It is an environmentally-preferable
disposal method for agricultural, wood and manure wastes, as many jurisdictions
now restrict waste biomass from being openly burned, deposited in landfills or
applied to fields.
Global
Greensteam’s business is to build, own and operate waste biomass-to-energy
plants. Each Greensteam project is structured as an individual LLC to
facilitate project specific investment. Current opportunities under development
for steam and steam-to-electricity projects, include Aera Energy LLC in
California (Global Greensteam LLC, steam), and South African Pulp and Paper
Company (LLC not yet established, process steam and electricity).
Timely
Market Opportunities for Greensteam
The
Greensteam solution has broad applicability for efficiently generating both
steam and/or electrical power from waste biomass. Greensteam is a
particularly effective solution where there is any combination of:
- Waste
biomass
- High
natural gas and/or electricity costs
-
Renewable Portfolio Standard/Voluntary Market/Clean Development
Mechanism
-
Landfill disposal constraints
-
Stringent air quality requirements
Greensteam
solutions are appropriately sized to match the generally available
concentrations of waste biomass supply, making it an excellent fit in small to
medium applications in areas with waste biomass disposal issues. For these
applications, Greensteam has a cost advantage over other
technologies.
Strategy
Greensteam’s
overarching strategy is to provide an economical renewable energy solution to
situations with market constraints driven by environmental regulations and an
available biomass which can be transformed from a disposal problem to an
effective fuel source. Low biomass fuel costs and increased demand
for renewable energy are driving market demand and renewable energy sale
pricing. Greensteam intends to be first mover in those areas in order
to establish strong local political and market traction. Greensteam’s
ultra-low NOx emissions profile makes it a particularly attractive
solution.
After an
anchor customer is established, new opportunities are targeted by either a
common geography or application. Success on the initial Aera
application will lead to additional opportunities within both Aera and in the
San Joaquin Valley. Success with the first South African Pulp and
Paper Company application will lead to a broad deployment with that company,
which owns approximately 10 similar mills, and to other applications within
South Africa.
For each
project, Greensteam develops long term (5-10years) biomass fuel supply
agreements for at least 80% of the biomass feedstock required for a specific
project. The main offtake contract is for energy supply and the
biomass is either customer-supplied as part of the offtake agreement (South
African Pulp & Paper Company) or contracted externally from local sources
(Aera).
Greensteam’s
strategy is also to have an in-depth local presence. This is valuable
for local government permitting support, local community support, favorable
terms for financing, siting, fuel supply, etc. This local presence
may come from GGRN operations, the customer, or from a local
partner.
Global
Green Solutions Inc
GGRN’s
mission is the further development, acquisition and commercialization of
ecotechnologies which support its growth in renewable energy generation and
greenhouse gas emissions reduction businesses. The Company’s key
technologies are “Vertigro”, the production of algae for biofuel feedstock and
other products and Global Greensteam. The company recently announced
it was divesting itself of Vertigro to focus on Greensteam. GGRN is a
publicly traded company with offices in Vancouver, San Diego, New York, London,
Brussels and Johannesburg.
Craig
Harting, COO of Global Green Solutions, is responsible for the Aera
project. Mr. Harting’s biography is included in the GGRN Management
Team section in Appendix B, below. The following are biographic
summaries of the other key members of the Aera Project management
team:
CORE
TEAM
Joe
Mitchell, Engineering and Operations Manager
Global
Green Solutions Inc.
Joe has
30+ years of experience designing, building, and operating steam generation
plants for the oil industry worldwide. For the past 11 years, he has
consulted with the major oil and gas companies in California to enhance and
optimize their steam production. Previously he was employed by Mobil
Oil Corporation and Texaco Inc. in oil and gas production
operations. Joe has designed and built more than 200 steam
generators, including a project of 64 units where the first 22 units became
operational in 26 weeks. He pioneered low cost reduced NOx technology
for oil field combustors which enabled a 167% increase in steam and oil
production.
Nathan
de Boom, Fuel Supply Manager
Global
Green Solutions Inc.
Born in
Chino, CA, Nathan comes from a family that has dairy farmed in Southern
California for over 60 years. He has worked as an environmental
specialist, chief of staff and executive director for the Milk Producers
Council, a non-profit dairy organization serving the dairy industry in
California. He also consults on agricultural- based renewable
projects and participates in the development of environmental policy in public
and regulatory agencies. Currently, he is chairman of the
Agricultural Pool and Advisory Pool for the Chino Basin Watermaster, and a
director on the Southern California Land Foundation. He is a past or
present member of multiple technical committees for regulatory agencies,
including the Air Resource Board, the South Coast Air Quality Management
District, the San Joaquin Valley Air Pollution Control District Advisory Group,
the State Water Board, the Central Valley and Santa Ana Regional Water Quality
Control Board, and the California Energy Commission and Sustainable
Conservation.
Alan
Van Zandt, Control Systems Manager
Global
Green Solutions Inc.
Alan has
30 years control systems experience. He spent 12 years with CE-NATCO,
working on oilfield process applications and seven years at National Cement as
an automation engineer, working on large material handling
applications. He was also employed for four years working by Fluor
Daniel as control systems principal designer, and spent 7 years as an
independent control systems consultant. He has extensive knowledge of relay
logic, pneumatic and electronic control systems. He has developed
specific expertise in software applications development, including custom PLC
programs for Allen Bradley, GE, Sylvania, and Modicon, applications on Fisher,
Honeywell, Foxboro, Rosemount, Cosa, TECO, Taylor, Yokogawa, ABB, Action
Instruments, West, Wonderware, Nematron, and Xycom systems. He wrote the first
universal steam generator program for Mobil Oil used on 108 units without
modification, and developed standardized and reusable “function block” ladder
logic code for National Cement. He has extensive application
knowledge of burner systems from North American Manufacturing, Mitsubishi, Hauk,
Maxon, and Eclipse.
Ted
Conway, Engineering Manager
Processes
Unlimited International, Inc.
Process
Unlimited, headquartered in Bakersfield, CA, is providing the overall
engineering leadership for the Aera Project and providing the design and
detailed engineering for the common materials handling area.
Ted has
15+ years experience across multiple disciplines, including manufacturing,
project management, and construction, including extensive experience in material
handling projects and maintenance. He was employed for seven years at
Lehigh Southwest Cement, where he begin his career as a maintenance engineer and
was promoted to the position of maintenance manager, responsible for maintaining
and improving a capital investment of over $250 million and managing a $12
million yearly budget. He was previously employed by Lortz
Manufacturing, a Bakersfield steel fabrication, machining, and assembly firm,
where he began as a project manager and progressed to plant operations manager,
directly responsible for 70+ employees and $9 million in annual
production. Ted has a B.S. in mechanical engineering from California
Polytechnic University.
Wayne
Bishop, Project Manager
PCL
Construction, headquartered in Bakersfield, CA, is providing local shop
fabrication and field construction for the Aera Project.
Wayne
Bishop has over 22-years of experience in the energy sector. He
worked the last twelve years for AES, a global power
company. Responsibilities included permitting, detail design,
construction and operations of power plants up to 480 MW per unit and facilities
up to 2000 MW, and project management for power projects up to $500
million. While working as a Team Leader at the 50MW AES Delano
Biomass power plant he was responsible for root cause analysis of failures and
providing recommendations for action along with developing a 10-year business
model with a new power purchase contract as to extend the business another ten
years beyond its useful life cycle. He previously worked at CE-Natco,
the largest manufacturer of surface equipment servicing the oil and gas industry
in the world. While employed for CE-Natco, Wayne held several
positions, including general foreman, and controls
engineer. Responsibilities included construction, maintenance,
automation and troubleshooting of Steam Generators, Free Water Knock Outs,
Automatic Well Testers, Heater Treaters, Glycol Units, Amine Units and Flue Gas
Desulfurizer.
EXTENDED
TEAM
Charles
Verhoff, CEO
The
Onix Corp.
Charles
is a biomass combustion project consultant for the Global Greensteam team as
well as president and CEO of The Onix Corporation. The Onix
Corporation is a manufacturer of biomass fuel fired cyclonic burners and rotary
drum drying systems. Charles, a native of Northwestern Ohio, has a
B.S. degree in industrial engineering from The Ohio State University and is a
third generation member of a large family-owned industrial/agricultural
corporation that produces and exports pelletized feed, fertilizer and fuels. The
Onix Corporation delivered its initial systems to the Verhoff family business 22
years ago, and has since provided hundreds of systems worldwide. Onix
pioneered innovative combustion processes converting traditional difficult to
burn solid fuels into environmentally friendly natural gas substitutes. These
solid fuel sources include bagasse, charcoal, coal, corn, corncobs, dried peat
moss, dried wood chips, horse manure, MDF, OSB, paper, paper sludge, sawdust,
shavings, thermoplastics, thermosetting plastics, wood flour and wood
waste. Onix has a research and manufacturing facility in Northwestern
Ohio for preparation and testing of potential fuels and dryer
feedstock.
Mike
Kelly, Air Quality Manager
Vector
Environmental
Mike is
the president and CEO of Vector Environmental, Inc. He has 30 years
experience in air quality management and planning. Mike began his
career in 1979 as an air quality engineer for a major oil company. In
1992 Mike left the petroleum industry and founded Vector Environmental,
Inc. He provides consulting services for a wide variety of air
quality related activities including federal and local permitting, dispersion
modeling and air quality impact analysis. Mike continues to work
closely with the petroleum industry in California and frequently serves as an
industry advocate.
David
Wolfer, Control Applications Manager
Innovative
Engineering Systems, headquartered in Bakersfield, CA, is providing control
systems engineering for the Aera Project.
A
professionally licensed Electrical Engineer with twenty years experience in
project management, design and implementation of industrial power and control
systems, Mr. Wolfer is president of IES, a company of hands-on technical
professionals. IES specializes in working closely with clients from
conceptual design through implementation with a cross section of in-house
engineering, design, programming and implementation talent. The staff
consists of experienced professionals that have primarily focused on turnkey
design and implementation of systems for petrochemical, food processing, and
manufacturing facilities. IES has a staff of California licensed
Electrical and Control Systems Engineers, is a California licensed C10
electrical contractor, a U.L. listed industrial panel fabricator, and a
Wonderware Systems Integrator.
Ralph
Miller, Mechanical Department Manager
And
Heat Train Integration Manager
Ventura
Engineering, headquartered in Columbus, OH, is providing design and engineering
for the heat train portion of the Aera Project.
Mr.
Miller has more than 36 years of experience in consulting
engineering. Many years of this experience was in the design and cost
estimates for mechanical and process systems used by industries. The designs
include various utility systems, building services, manufacturing processes,
mechanical conveying, industrial ventilation, pollution control, heating and air
conditioning, and fuel systems. He is the manager of
mechanical/process design teams and coordinates design of mechanical systems for
projects with other design disciplines including electrical, structural, and
control instrumentation. He has completed designs for chemical
plants, boiler plants, pharmaceutical processes, food and pet food
manufacturing, distribution centers, various other industrial facilities
including wood pellet manufacturing, and heat recovery.
Les
Toth
Processes
Unlimited International Project Manager
Power
Train Manager
Processes
Unlimited is an international energy engineering company that retained Les to
augment the company’s expertise in the design of electric generation systems and
power plants. Les has personally been in the power generation
business since the early 1970,s with special emphasis on performing and managing
the engineering, design, construction and permitting of renewable energy power
projects including interfacing with fuel suppliers, utilities and managing the
environmental and regulatory process through numerous and varied governmental
agencies. Les is a California Licensed Professional Engineer
(Mechanical) and has an MS Degree in Mechanical Engineering from Cal.
State University Northridge with special emphasis on thermodynamics, Rankin
Cycle power generation and large rotating machinery. Part of his
varied experience includes successfully managing the pre-development
requirements and the engineering and permitting process through the California
Energy Commission for a 500 MW natural gas fueled combined cycle power plant in
Northern California. Prior to this effort, Les was Vice President of
Engineering and Construction for Pacific Energy where he was responsible for the
development, engineering, permitting and construction of over twenty-five
renewable energy power plants using landfill gas or wood chips as
fuel.
Jon
Carrithers, Safety and Risk Manager
Scenario
Regulatory Management Systems
Jon has
28 years of experience managing environmental, health, safety (EHS) and crisis
response issues for the former Mobil Oil Corporation and his
clients. At Mobil, Jon worked in oil and gas production, EHS
Engineering, and as an internal Crisis and EHS Management System Consultant
based from corporate headquarters. In this role, he performed risk
assessments and developed risk and crisis management systems for Mobil business
affiliates in South America, the Middle East, Central Asia, and
Africa. For the past 8 years, Jon has been providing his expertise to
industrial, maritime, and construction industry clients as the owner Scenario
Regulatory Management Systems. Jon holds an M.S. in Systems
Management from the University of Southern California and is a graduate of Cal
Poly-San Luis Obispo with a B.S. degree in Mechanized
Agriculture. Prior to completing his formal education, Jon worked in
farming, ranching, and construction jobs as a welder, mechanic, and equipment
operator.
APPENDIX
B: The GGRN and Global Greensteam Management Team:
J.
Douglas Frater, Chief Executive Officer
Mr.
Frater joined Global Green Solutions Inc. in April 2006 as president and CEO of
Global Green Solutions Inc. (USA) and Managing Director of Global Green
Solutions Ltd. (UK). He has 30+ years of experience in the energy
industry, primarily in oil and gas and petrochemical industrial process
automation and control technology. Prior to joining GGRN, he was a
managing partner with Sigma Consult in Brussels, Belgium, where he was a sales,
marketing and business development consultant to new technology and solution
integration companies in the oil and gas markets. From December 1995
to March 2003, Mr. Frater was with Honeywell International's Industrial
Automation and Controls Division as Global Vice President - Oil and Gas and
previously Sales Vice President, Europe, Middle East and Africa and Global
Director, Oil and Gas Business and International Projects. Mr.
Frater's work with Honeywell included senior management assignments in Europe,
the Middle East and Asia. Mr. Frater’s experience also includes
working with start-up companies and joint ventures in the UK and
China. Mr. Frater's other business experience was with ICS plc in
Scotland and the Middle East where he was a Director and General Manager for 15
years. He started his career with BP Refining where he worked for 6
years.
Craig
Harting, Chief Operating Officer
Mr.
Harting joined Global Green Solutions in May, 2006 as Vice President of
Marketing and Technology and was appointed Chief Operating Officer in December
of 2006. He has 30+ years of experience in acquiring, developing and
marketing products and services to process industries
worldwide. Prior to joining Global Green Solutions, Mr. Harting
served as Chief Investment Officer of Integrated Wealth Management, a registered
investment advisory firm beginning in May 2003. From September 1973
to February 2003, Mr. Harting was employed by the Industrial Business unit of
Honeywell Inc. In his work at Honeywell, Mr. Harting managed 1500
project managers and engineers and directed project implementation for process
industry customers. He also served as vice president of marketing,
responsible for strategic direction of the business including $100M+ new product
developments and unique customer relationship strategies.
Michael
Gilbert, Vice President, Strategy and Business Development
With 20
years of private and public sector energy and environmental experience, Mr.
Gilbert is responsible for leading strategy and business development for Global
Green Solutions. Mr. Gilbert previously provided business strategy
consultation to several clean-tech companies, served as Pitney Bowes’ Energy and
Environmental manager and later as their manager for Futures
Strategy. Mr. Gilbert was a founding partner of the Green Power
Market Development Group, a collaboration of twelve leading corporations and the
World Resources Institute dedicated to building corporate markets for green
power. He began his career with the U.S. Environmental Protection
Agency remediating hazardous waste sites, and later managing international
environmental assistance programs for Central and Eastern Europe. Mr.
Gilbert possesses an understanding of the relationship of energy to the
environment from both a technical and business perspective. He holds
a BS in Agricultural and Biological Engineering and a MS in Environmental
Engineering from Cornell University, as well as an MBA from the University of
Connecticut. Mr. Gilbert is a licensed professional engineer (PE) and
certified energy manager (CEM).
Arnold
Hughes, Chief Financial Officer
Since
April, 2006, Mr. Hughes has been the principal financial and accounting officer
for GGRN. Mr. Hughes has 30 years of experience in corporate finance
matters. His previous positions include senior associate with MCSI
Consulting Services, Inc., a corporate financial consulting firm, management
consultant with Team Development Plus, a management and operational
effectiveness consulting firm, chief financial officer of the Connor, Clark
& Lunn Financial group of institutional investment management firms, and
controller for Pexim Enterprises Inc., a specialty lumber trading company with
principal markets in Japan and Western Europe. Mr. Hughes' other
business experience includes financial and accounting roles in the cellular
communications, sulfur, and oil and gas industries. Mr. Hughes has an
MBA from Simon Fraser University and a B.Sc. from the University of British
Columbia.
Messrs.
Harting, Gilbert and Hughes are the members of the management team directly
responsible for Greensteam- Aera.