RENEWABLE ENERGY AND CLEAN WATER … · These presentation materials ... the boiling ammonia creates steam, it turns a turbine generator to produce electricity ... • World leadership

RENEWABLE ENERGY AND CLEAN WATER presented by

JUNE 2017

© OCEAN THERMAL ENERGY CORPORATION | JUNE 2017 2

SAFE HARBOR STATEMENTThese presentation materials (the “Presentation Materials”) are being supplied to you for informational purposes only in connection with the proposed financing (the “Financing”) by Ocean Thermal Energy Corporation (the “Company”). These Presentation Materials have been prepared by and are the sole responsibility of the Company. The Directors of the Company have taken all reasonable care to ensure that the facts stated herein are true to the best of their knowledge, information and belief. Please note, the Presentation Materials represent the current thinking of the Company with respect to certain of the major issues relating to the Financing, and do not constitute a legally binding agreement, and is intended for informational purposes only. Importantly, these materials do not constitute an offer to sell or a solicitation of an offer to buy securities in any state where the offer or sale is not permitted.

These Presentation Materials do not constitute, or form part of, a prospectus relating to the Company, nor do they constitute or contain any invitation or offer to any person to underwrite, subscribe for, otherwise acquire, or dispose of any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it, form the basis of or be relied on in any connection with any contract. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this document or on its completeness and no liability whatsoever is accepted for any loss howsoever arising from any use of this document or its contents otherwise in connection therewith. By accepting these Presentation Materials, the Recipient agrees to keep permanently confidential the information contained herein or sent herewith or made available in connection with further inquiries. It is a condition of the issue of these Presentation Materials that they will not be reproduced, copied or circulated to any third party, in whole or in part, without the express prior consent of the Directors of the Company. Without prejudice to the foregoing, neither the Company, nor its advisers nor its representatives accept liability whatsoever for any loss howsoever arising, directly or indirectly, from use of this document or its contents or otherwise arising in connection therewith.

The distribution of these Presentation Materials in other jurisdictions may be restricted by law and persons into whose possession these Presentation Materials come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdictions.

Some statements contained in these Presentation Materials or in documents referred to therein are or may be forward- looking statements. Actual results may differ from those expressed in such statements, depending on a variety of factors. Past performance of the Company or its shares cannot be relied on as a guide to future performance. Any forward-looking information contained in these Presentation Materials has been prepared on the basis of a number of assumptions which may prove to be incorrect, and accordingly, actual results may vary.

By attending the presentation and retaining these Presentation Materials you acknowledge the important notices above and agree to be bound by the foregoing restrictions.


OVERVIEW

OTE IS AN ENVIRONMENTALLY-FOCUSED PROJECT DEVELOPER

With over 30 years of experience, our company designs, finances, builds, owns, and operates commercial scale, cost-effective, and scalable renewable energy and water solutions for large commercial properties.

Our groundbreaking technologies, Ocean Thermal Electrical Conversion (OTEC) and Seawater Air Conditioning (SWAC), provide practical solutions to mankind’s three most fundamental needs: clean electricity, plentiful food and clean water.

VALUE PROPOSITION

Our technologies provide affordable, renewable energy 24/7/365 and fresh, desalinated water for communities in tropical and subtropical regions of the world.

AS LONG AS THE SUN CAN HEAT THE OCEAN,

WE CAN PROVIDE ENERGY AND WATER WITHOUT THE USEOF FOSSIL FUELS


INVESTMENT HIGHLIGHTSRENEWABLE ENERGY TRANSITION: Volatile fossil fuel prices and mandates for renewable energy production create an ideal environment for the growth of OTEC.

COMMERCIAL AVAILABILITY OF EQUIPMENT: Technological advances in deep water piping from the offshore oil industry have made large-scale, robust pipes commercially available for OTEC plants.

SUPERLATIVE MANAGEMENT TEAM: Expertise in rapidly growing early stage companies to large commercial scale profitability. Exceptional engineering team with unmatched expertise in OTEC SWAC technologies, systems, processes, and equipment. World class partners with significant track record building large capital assets in the renewable energy and power generation sectors.

TECHNOLOGICAL SUCCESS: OTEC technology establishment at NELHA Energy Park in Hawaii and extensive research demonstrates the development and operation of an OTEC plant connected to the US Grid - the only one of its kind in the world.

LARGE ADDRESSABLE MARKET: NREL data shows potential locations suitable for OTEC in 68 countries, 29 territories, and over 3 billion people around the world.

MULTIPLE PROJECTS IN THE PIPELINE: Seven projects in pipeline including one SWAC system under contract, and one OTEC system with regulatory approval to supply renewable energy and water in the US Virgin Islands.


WORLD-CLASS LEADERSHIP

Jeremy P. FeakinsChairman and CEO

• Mr. Feakins is the Executive Chairman and leads OTE Corporation and its management team. With over 25 years of experience as a successful entrepreneur and investor, he is an active supporter of environmental and sustainability issues. Previously, he founded two technology companies whose products found utility and great success.

Ted Johnson, PhDSenior Vice President Head of OTEC Programs

• Dr. Johnson is Former Director and General Manager of Lockheed Martin Ocean Division, with annual revenue in the hundreds of millions of dollars. Headed OTEC programs at Lockheed Martin, which has invested 30+ years into OTEC research. Awarded the Ocean Energy Pioneer Award for contributions to OTEC technology, and is recognized worldwide as an OTEC expert.

Peter WolfsonDirector

• Mr. Wolfson is the Founder, President, and CEO of Hans Construction, a developer and builder of upscale homes in Central Pennsylvania. Peter is also a qualified commercial pilot at a major US owned international airline company and has over 30 years’ experience in the aviation business. He is an active investor and advisor to several early stage companies and has more than 10 years’ experience as a financial consultant with a subsidiary of Mass Mutual.

Toni Knapp Hempstead Director

• Ms. Hempstead served as TetriDyn’s Chief Executive Officer and President from April 2013 until March 2015 and as Deputy Chief Executive Officer and Vice President since August 2002. Ms. Hempstead has over 30 years’ experience in executive management, software management, software development, and finance. She is currently an IT Project Manager for an international company.

Stephen K. Oney, PhD Chief Science Advisor

• Dr. Stephen Oney spent much of his academic career researching and developing Deep Ocean Water and Ocean Thermal Energy Conversion (OTEC) technologies at the Natural Energy Laboratory of Hawaii where he worked with the Pacific International Center for High Technology Research and the Solar Energy Research Institute.

Gerry Koenig, Esq.General Counsel Head of Government Affairs

• Mr. Koenig is a US lawyer with over 25 years of international legal, business and government expertise. He has specialized knowledge and experience in federal contracting, domestic and international government relations, financing and information technology. His previous government expertise includes service as a member of President Ronald Reagan’s White House Staff as well as service as a helicopter pilot with the US Army.


LEVERAGING SUSTAINABILITY TO SUPPORT A MODERN, QUALITY LIFESTYLE

Amidst the threat of global environmental crisis, the challenge of this century is how to live and develop sustainably and in harmony with nature, while fostering community and supporting a modern quality of life.

OUR MISSION

To develop renewable energy and fresh water production solutions using our groundbreaking technologies, Ocean Thermal Energy Conversion (OTEC) and Seawater Air Conditioning (SWAC), that can support sustainable living communities in tropical and subtropical regions.

OUR VISION

To inspire sustainable living and development balancing the impacts and needs of the environment through ecologically responsible renewable energy systems with fresh water produced for drinking, agriculture and economic development.

MISSION & VISION


HOW IT WORKS

Eighty percent of the sun’s solar energy is absorbed into the surface of the world’s oceans, and is replenished daily regardless of weather patterns. In a closed cycle OTEC system, water flows through a large pipe and heat exchanger, which heats a liquid with a low boiling point- like ammonia. As the boiling ammonia creates steam, it turns a turbine generator to produce electricity. A second pipe extracts cool deep water from the ocean, which condenses the steam back to liquid form. As the ammonia is recycled, the process repeats- creating unlimited clean energy.

OTEC BRINGS SUSTAINABILITY

Onshore OTEC plants can be configured to support Seawater Air Conditioning (SWAC) systems for chemical-free refrigeration and cooling, agriculture, and nearby desalination systems for water purification.

OTEC 101


ONSHORE OTEC PLANT

• Detailed OTEC/SWAC/Potable Water studies produced for U.S. Department of Agriculture

• Small Business Innovation Research (SBIR) approval and payment for work with the U.S. Department of Defense


ECONOMIC BENEFITS

• Reduced fuel imports • Stable utilities pricing • Reduced capital expense to Power Company and Government • Allows for increased power usage affordability • Reduced burden on existing utilities • Significant energy cost savings • Up to 90% reduction in electricity usage

SOCIAL BENEFITS

• Affordable fresh water production • Promotes aquaculture • Creates jobs and export opportunities • Diversifies fuel options and provides energy independence • World leadership role in Eco-awareness

ENVIRONMENTAL BENEFITS

• Environmentally Responsible • Limitless renewable energy from local resources • Fossil fuel avoidance – OTEC can save up to 15,000 bbls of oil per year

per MW • Zero emissions – OTEC saves nearly 7,000 tons of CO2 per year per MW

BENEFITS OF OTEC TECHNOLOGY


OTEC ADVANTAGES

Significant Competitive Advantages in regard to Accessibility, Predictability, Affordability and Emissions

Competitive Issue OTEC

Source of Fuel

Is FuelAccessible?

PredictableEnergy Supply

Meeting Load Profile

Land Required

Affected by Typical Weather

Local renewable

Affected by Tropical Storms/Hurricanes

Emissions/Waste

Yes

Yesbase load power

Constantgeneration

Smallarea

Nounlikely to be

affected

Noburied pipelines

and equipment

No Fuel

Nuclear

Often Imported

internationally-restricted trade

Not alwayscountry-specific Internationally-restricted trade

Yesbase load power

Constantgeneration

Buffer zonerequired

Nounlikely to be

affected

Noprotected equipment

usually unaffected

Problematicwaste

Coal, Oil & GasMostly

Imported in our target

markets

Not alwaysrequires

considerable port & storage areas in

target market

Yesbase load power

Constantgeneration

Fuel handlingand storage

Nounlikely to be

affected

Yesshipping, storage and port facilities

vulnerable

High level ofpollution

Wind & Solar

Local renewable

Yes

Nounpredictable

and usually much lower at

night

Unpredictablesource

Large amountsof real estate

Yesweather changes

cause power output to

vary

Yesstructures usually

exposedand vulnerable

No Fuel

Wave

Local renewable

Not alwaysdependent on wave density

and frequency

No

Unpredictablesource

Must be underwater

Yesweather changes


vary

Yesstructures very


No Fuel

Current

Local renewable

Not alwayssite dependent

Yesusually

predictable

Constantgeneration

Must be underwater

Yesweather changes


vary

Yesstructures very


No Fuel


LARGE ADDRESSABLE MARKET

The global renewable energy market (excluding biofuels) reached $432.7 billion in 2013 and $476.3 billion in 2014. This market is expected to increase to $777.6 billion in 2019, with a compound annual growth rate (CAGR) of 10.3% from 2014 to 2019.

OTEC’s goal is to lead the supply of OTEC, SWAC and desalinated water in our markets. The National Renewable Energy Laboratory (NREL) data shows potential locations for our technologies in 68 countries and 29 territories where 3 billion people live.

OU

R M

AR

KE

T


Location Products Stage Est. $$*

US Virgin Islands

Approved by USVI Public Services Commission to build a 15MW OTEC System. Negotiations in progress for 2 further

contracts with USVI Government for an additional OTEC plant (St. Thomas), potable and bottled water. Discussions

with Economic Development for an upscale EcoVillage. Signed Term Sheet for economic development incentives

750 MM

American Samoa MoU with Power Authority and Department of Commerce 500 MM

Philippines Proposals & Discussion With Prospective Business Partners 850 MM

Cayman Islands General Terms Agreement with Developer of Health City 400 MM

US Territories/Pacific Rim Proposals & Discussion 867 MM

The BahamasDiscussions being planned with the new owner to resume

construction of our SWAC system pursuant to our ESA when the resort is fully open.

425 MM

Florida, USA Proposals and Discussions with major Utility, State Government, Universities, and Investors 500 MM

Tanzania MoU with Government 800 MM

Electricity Water SWAC

*Estimated Revenues to OTE over the life of the contract

PROJECT PIPELINE


AVERAGE PROJECT TIMELINEStage Estimated Time Cumulative Estimated Time

Feasibility study and business negotiations 11 months 11 months

Energy Services Agreement (ESA) Executed 1 month 12 months

Pre-development activities 4 months 16 months

-Refine design details 2 months -

-Environmental impact study 3 months -

Engineering studies 2 months 18 months

Government approvals and permits 1 month 19 months

Financing activities 2 months 21 months

Financial close 1 month 22 months

Construction 21 months 43 months

Begin and conduct operations Beyond 43 months


GROWTH STRATEGY

NEAR TERM

• Advance and expand project pipeline

• Goal - sign definitive agreements to build, own and operate at least 3 OTEC/SWAC systems over the next five years

• Expected to generate ~$2.0 billion revenue

• Business model based on build, own, and operate assumptions

LONGER-TERM

• Embrace a holistic approach to sustainability encompassing the social, cultural, ecological, and economic dimensions of human existence

• Build a global network of OTEC-powered EcoVillages and Urban Communities in our target markets

• Use profits from luxury EcoVillages to support development of affordable Urban Communities in tropical and subtropical regions of the world

FOCUS ON BUILDING A PROFITABLE AND SOCIALLY CONSCIOUS COMPANY


CAPITALIZATION TABLE

Major Shareholders and Officers Shares Issued %

JPF Venture Group Inc. (including shares from Convertible Notes)

9,296,992 7.57%

Jeremy P. Feakins, Chairman/CEO 7,781,005 6.34%

Dr. Stephen Oney, Chief Science Advisor 7,648,000 6.23%

Dr. Ted Johnson, Sr. VP OTEC Programs 1,650,000 1.34%

Peter Wolfson, Director 1,881,926 1.53%

Toni Knapp Hempstead, Director 115,132 0.09%

FULLY DILUTED TOTAL* 122,754,921

*As of May 8, 2017 merger


KEY TAKEAWAYS

• Renewable Energy Transition

• Large Addressable Market

• Technological Success

• Multiple Projects in the Pipeline

• Expert Management Team

AS LONG AS THE SUN CAN HEAT THE OCEAN,

WE CAN PROVIDE ENERGY AND WATER WITHOUT THE USEOF FOSSIL FUELS


PRIVATE PLACEMENT MEMORANDUM

Project MoU’s To Contract Stage $4,700,000

Engineering And Technical Staff 1,500,000

Marketing 400,000

S.1 Registration and Offering of Securities 400,000

Broker Commissions 800,000

Regulation A + Offering (Project Finance) In Wholly-Owned Subsidiary

200,000

TOTAL $8,000,000

OFFERING USD $8.0M OF CONVERTIBLE NOTES. FUNDS WILL BE USED TO:

• Support public market activities for Ocean Thermal Energy Corporation, recently merged with TetriDyn Solutions, Inc.

• Support working capital and project management expenses to advance current book of business at MoU/LOI/Discussion stage with in The Bahamas, USVI, Mexico (SWAC), Philippines, other countries and DoD

• Prepare for SEC registered offering on Form S-1 which will include a significant raise of funds

• Intend to apply for NASDAQ/NYSE up-listing as soon as listing criteria are met

Ocean Thermal Energy Corporation800 South Queen Street, Lancaster, Pennsylvania 17603United States of America+1 717 299 1344 www.OTECorporation.com Jeremy P. FeakinsChairman of the Board and Chief Executive [email protected]+1 917 679 2005 (Mobile)

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RENEWABLE ENERGY AND CLEAN WATER … · These presentation materials ... the boiling ammonia creates steam, it turns a turbine generator to produce electricity ... • World leadership