DISCLAIMER: By reviewing this Structured Project Financing Proposal, on behalf of my self and my organization I do hereby confirm that I /we have requested

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Gateway International Project & Funding Ltd

DISCLAIMER: By reviewing this Structured Project Financing Proposal , on behalf of my self and my organization I do hereby confirm that I /we have requested of you and your organization, specific confidential information and documentation on behalf of myself or my organization, regarding currently available Project Funding Opportunity (PFO) to serve only my /our interest, education, and not for further distribution. I / we hereby agree that all information received from you is in direct response to my ,our request, and is not in any way considered or intended to be a solicitation from my / our part. I hereby affirm under penalty of perjury, that I have requested this information from you and your organization of my choice and free will and further, and that you have not solicited me in any way to invest, transfer funds or any other financial consideration to be made to review the following information. I/ we are a sophisticated individual capable of making my own decision in this financial area. I / we do understand that you are not a licensed securities broker, bank officer or government employee; nor is he, or any of his associates, agents, affiliated with, or endorsed by any financial institution, government or government agency.

Strictly Private and Confidential

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Agenda

• Overview of Gateway International Project & Funding Limited (GIPFL) & Our Trusted and Valued Affiliates

• Project Financing Defined

• GIPFL’s Project Funding Goals

• Defining Characteristics of GIPFL

• GIPFL Business Units

• GIPFL Strategic Priorities

• Client Considerations

• Private Funding Relationships with Public Entities

Agenda (cont) • Project Requirements as defined by GIPFL

• Client Requirements of GIPFL

• Conditions Precedent for Project Financing Approval

• Loan Parameters and Structures

• Relationship Structures

• Loan Process Flowchart

• Conclusions

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Overview of ArcAngel Alliance

• A Valuable Partner for all of your Project Funding Requirements

• GIPFL is well-positioned to help clients manage their financial affairs through economic crises and economic downturns, given it’s superior position and relationships in the private financial sector

• Strong capital position, financial strategies, professional staff, corporate policies, established professional relationships

• Prudent risk management policies

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Overview of AAA (cont)

• Long-term partnership perspective, providing clients with important countercyclical financing methodology when financing may not be available by traditional methods

• Expertise and experience needed to make a difference, focusing on innovative transactions yielding the highest development impact

• Seeking long term relationships

• GIPFL is comprised of a consortium of companies, with each affiliate adding specialized expertise in one or more industry sectors

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Overview of AAA (cont)• Affiliated banking relationships with many prime and

private banks, including Barclays Wealth, Standard Chartered, HSBC, ANZ Bank, Deutsche Bank, Credit Suisse, and Royal Bank of Scotland, JP Morgan, Wells Fargo, Bank of China

• Established relationships with trading partners, licensed traders and funds, security houses, brokerage houses

• Proven asset management strategies for collateralized assets and cash, as well as complete transaction and trade capital management

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• Established collateralization accounts to receive assets such as confirmed financial instruments, cash, and bank confirmed documentary credits

• Complete financial management for participation in a series of private structured and layered financial transactions

• Financial/fund management teams have a diverse skill base in finance, private banking, trades and private placements, Fund and risk management, infrastructure funding and property development

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• GIPFL team is committed to achieving mutually agreed outcomes and goals (project funding parameters)

• Demonstrated capability in protecting and improving the overall systemic finance and project funding system customized for each client and project on a case-by-case basis

• Global presence with representative offices in Europe, Australia, Hong Kong, Canada, USA, Thailand, Singapore

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• GIPFL maintains very strong relationships with a number of key companies and people, comprising a professional consortium.

• GIPFL is affiliated with a large number of partners, often maintaining a position on the board of directors:

• LHL Holdings, Geneva, Switzerland, Thailand

• Freshwater Financial Services, Australia, Singapore

• KMBT Investment Fund, London, UK

• EC Harris, Worldwide (compliance and opinions)

• ArcAngel Alliance LLC, USA, Canada

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Overview of AAA (cont)• TCIT POLAR INC (IBC), Bahamas

• API Fund, Project Management, (Hong Kong and Asia region)

• Keystone Preservation Trust Funds, Singapore, Australia, Hong Kong (Freshwater)

• Freshwater Financial Services (Australia)

• Numerous legal firms worldwide, including; Norton – Rose, and Baker – Mackenzie

• KPMG Accounting, Worldwide

• United World Communities Organization

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AAA Financing Structure • Project financing refers to a financing in which

Lenders look primarily to the cash flow and assets of each project as the source of repayment of their loans

• Provides financing of long term infrastructure and /or industrial, commercial, and humanitarian projects using debt and equity (case by case basis)

• Debt is typically repaid using cash flow generated from the operational revenue from the completed project

• Debt is typically secured by the project’s assets, including revenue producing contracts, hard assets, land, etc.

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AAA Financing Structure • First priority lien on project assets and any cash flows

are contractually pledged to the Lender

• Consent of the Lender is required to disburse any surplus cash flows that may be realized

• Higher risk projects may require additional surety/guarantees of the project sponsors

• Flexible financing terms including up to a two year payment moratorium while construction is underway, typical low APR of 4%-6% (case by case basis)

(

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AAA Project Funding Goals• Create opportunities for people to escape poverty and

improve their lives, create jobs & wealth

• Support initiatives that will generally improve the overall quality of life for all people

• Promote open and competitive markets in developing and developed countries

• Support companies and other private sector partners in achieving their project development goals

• Generate productive jobs and deliver basic product and services

• Capital investment into the North American and European economies a current priority

(Private and Confidential, Version 1.12, March, 2011)

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Defining Characteristics of AAA Financing

• Participates primarily in private sector ventures

• Operates on the simple principles and practices of honesty, integrity and reliability in all of GIPFL’s endeavors and partnerships

• Promotes green and sustainable technologies whenever possible

• Participates only as sole investor for a given project (full financial controls)

• Assigns a prime liaison to work exclusively with clients and who will be responsible and attentive to all the clients needs (personalized service)

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Defining Characteristics of AAA Financing

• GIPFL may invest in project equity up to 10% (case by case basis)

• Maintains competitive financial market pricing policies

• May accept certain government backed guarantees (case by case basis only)

• GIPFL and our affiliates ARE profit-oriented

• Committed to working with United World Communities humanitarian organization

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AAA’s Business Units• Investment Services: Short & long-term loans &

financial guarantees, creation of syndicated loans, structured finance, private placements, risk management products, customized financial services, safekeeping and custodial services

• Advisory Services: Access to a variety of financing options, corporate advice, environmental & social sustainability, infrastructure development, legal opinions, compliance services, technical consulting, research and development, and project management

• Asset Management: Our licensed financial affiliates invest capital in a secure private equity fund format through one of a number of proven, licensed funds


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AAA’s Strategic Priorities• Strengthen our focus on existing and emerging

markets

• Build long-term relationships with emerging market players and assist with cross-border and international growth

• Promote private sector growth in infrastructure, health, education, and the food supply chain

• Assist developing countries implement long term financial strategies to support continued economic growth and maturity

• Set realistic objectives and adhere to them

• Ensure equal opportunities to all of our valued clients based on merit, not favoritism or other influence


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Client Considerations• Factors when considering a decision to move

forward with GIPFL’s project funding process:

• Size and cost of the project(s). ($100M+ preferred)

• Risk minimization in many areas from beginning to completion, including all deposit funds

• May be the only way that enough funds can be raised in todays financial climate

• Terms and conditions offered (low APR, minimal deposit, etc.)

• Compliance and due diligence requirements


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Client Considerations cont)• Flexibility of funding options provided by GIPFL

• Proprietary methodology and GIPFL Intellectual Property applied to all funding applications

• Loan securitization requirements

• Custodial requirements

• GIPFL oversight requirements

• GIPFL Voucher control requirements

• GIPFL Disbursement controls

• Deposit and Closing Fee requirements


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Private Funding Relationships with Public

Entities• Public entities have become a major new user of specialized project financing methodologies in recent years

• The demand for development has been growing faster than available government funding, particularly in developing countries and emerging economies

• Infrastructure that was traditionally financed and managed by governments is now being funded through opportunities provided by the private financial sector

• Recent trends have demonstrated the involvement of the private sector in the supply and provision of project funding has been a clear benefit to all parties(Private and Confidential, Version

1.12, March, 2011)

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Project Requirements• Ideal candidates for capital investment and project

funding will meet the following criteria:

• Will be capable of functioning as independent economic units

• Can be completed without undue uncertainty, and

• When completed, will be worth demonstrably more than they cost to complete

• Will require in excess of $100M USD capital funding

• Will be profitable in 24 months or less

• Will demonstrate a full ROI in ten years or less

• Will create significant economic benefits to the local area for many years

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Project Requirements (cont)• Every project is funded as a distinct legal entity

• Special Purpose Vehicle (SPV) or equivalent corporate structure setup for every project as determined by GIPFL and our Financial Affiliates

• All project assets, project-related contracts, and all project revenues pledged to Lender until all loan obligations are satisfied

• SPV has recourse to their funds through various types of security arrangements (case by case basis)

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Project Requirements (cont)• SPV or its designated affiliates have complete access

to all project activities and complete oversight

• SPV manages all financial disbursements according to contractual agreements

• Robust due diligence and legal opinions are GIPFL pre-requisites for all proposed projects

• Proven track record of previously completed projects is desirable

• Established relationships with contractors, builders, and other service providers is desirable

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Conditions Precedent for Project Financing Approval

• Well prepared, mature business and financial plans

• Project valuation report prepared by a professional acceptable to GIPFL and Financial Affiliates

• Satisfactory due diligence on the Borrower, Corporate Guarantors, Assets pledged as Security

• Legal review and opinions (as may be required)

• Professional associations with proven track records

• Ability to confirm and transfer a minimum 10%-15% deposit (bank confirmed value) in cash or financial guarantee via SWIFT MT760 (or as instructed by GIPFL) to a nominated collateralization or custodial account

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Loan Application ProcessThis section will provide specific loan parameters and flow processes defined by GIPFL and our Affiliates.

• GIPFL requires an initial intake of application documents, KYC, full project details, current bank confirmation of financial capability to support the 10%-15% deposit requirement

• GIPFL and Affiliates review and formally respond in writing to the funding proposal within 5 days after initial due diligence

• If accepted for further progression, a Memorandum of Understanding will be developed and executed defining the responsibilities of each party


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Loan Application Process• Contracting and compliance continues per MOU

understandings, including:

• Custodial Agreement, Asset Management Agreement, disbursement schedules, term sheets, security agreement(s)

• Final Funding Agreements are issued and executed

• Client delivers cash deposit, or a SWIFT MT760 (if block & reserve type deposit mechanism agreed)

• Initial disbursements can often commence as early as 30-60 days from receipt of deposit funds (case by case basis)

• Accounting structures set in place

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Relationships and StructuresTrusts, Funds, Investors, Banks

(Capital Providers)

Trusts, Funds, Investors, Banks

(Capital Providers)

Prime Bank Accounts

(custodial, transactional, disbursement)

Prime Bank Accounts

(custodial, transactional, disbursement)

Private Participation Agreements

Private Participation Agreements Capital Funds Capital Funds Financial

TransactionsFinancialTransactions

Fiduciary AgreementsPrivate Banking SvcsFiduciary AgreementsPrivate Banking Svcs

ArcAngel Alliance & Affiliates

Gateway International Project Funding Project Funding

ContractProject Funding Contract

Term SheetTerm Sheet

Loan Disbursements AccountsMonitoring, Accounting, Voucher Control

Loan Disbursements AccountsMonitoring, Accounting, Voucher Control

$ Cash flow $ Cash flow

PROJECT SPV - CONTRACTED BORROWER

EQUITY HOLDING ENTITY

PROJECT SPV - CONTRACTED BORROWER

EQUITY HOLDING ENTITY

Assets, Revenue Streams, Contracts

100% First Charge Liens to SPV

Assets, Revenue Streams, Contracts

100% First Charge Liens to SPVRevenuesRevenues

MOU ExecutedMOU Executed

Project DocumentsProject Documents

Compliance DocumentsCompliance Documents

Loan Application

Intake Documents

Loan Application

Intake Documents

Project Sponsor

(10% -15% Loan Deposit Provider)

Project Sponsor

(10% -15% Loan Deposit Provider)

LEGENDRED – AAA Intellectual PropertyRED – AAA Intellectual Property

GREEN - Applicant RequirementsGREEN - Applicant Requirements

Custodial Agreement

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Loan Process FlowSTART

GIPFLProject Management

ReviewDocument Intake Process

GIPFL• Consultation Meetings• Review and Modifications of Project Plans

and Financials• Engagement Agreements

DUE DILIGENCE 1

Initial high level project and client review

CONDITIONAL APPROVAL LTR SENT – MOU Executed

DUE DILIGENCE 2

APPROVED

BANKING PROCESS

UNDERLYING PRIVATE ASSET MANAGEMENT, DEPOSIT RECEIVED

FINANCIAL INSTRUMENT PROCUREMENT

ALLOCATION OF SYNDICATED LENDING AGAINST FINANCIAL INSTRUMENT

FUNDS ALLOCATED INTO SPECIFIC PRIME BROKERAGE ACCOUNTS FOR LENDING

TRANCHE LENDING

RISK MANAGEMENT

ACCOUNTS AUDITING

VALUATION CHECKPOINTS

ONSITE REVIEWS

LEGAL

CONTRACTS

INVESTMENT COMPANY STRUCTURING

TAX STRUCTURING

DEFAULT RISK MANAGEMENT

COMPLIANCE & OPINIONS

PROJECT MANAGEMENT REPORT

PROJECT VIABILITY AND PROFIT LEVEL OPINION

DUE DILIGENCE

INDEPTH INVESTIGATION OF:

CLIENT

CORPORATE ENTITIES

RELATIONSHIPS

GEO-POLITICAL ISSUES

LEGAL

DISPOSAL OF BUILT ASSETS

MANAGEMENT COMPANY SETUP

TAX ADVICE

CLOSURE OF INVESTMENT

EXIT STRATEGY

BUILT ASSET DISPOSAL

LOAN CAPITAL REPAYMENTS, INTEREST, PROFIT FUNDS MGMT

MANAGEMENT COMPANY SETUP

Process Completion

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•

Conclusions- Gateway Int’l Project Funding Ltd is THE front line component of a consortium of specialized companies providing project funding

- GIPFL personnel are highly experienced professionals in the financial and project funding industry

- GIPFL is Ready, Willing, and Able to work with you to fund your projects and has access to the capital to do so

- GIPFL is flexible and will do everything possible to accommodate any specialized funding requirements

- GIPFL thanks you for taking the time to consider our private funding proposal