SILENT PARTNER PROGRAM (SPP)

SPP will provide 100% project finance for 50% equity participation in the project SPV. Minimum deal value is $100m, although the funder prefers to work with higher deal values of between $250m to $1bn+. There is no upper limit. There is no interest charged and the 50% can be bought out at fair market value at the sole discretion of the client, subject to project completion and six months of stable operation (fair market value determined by mutually acceptable third party). The funds are liquid cash, supported with a Tier-1 trading platform. There are NO upfront fees to pay. The only cost is travelling to meet the funder at a mutually agreed location to sign off agreements which you will already have approved prior to your meeting. The face-to-face meeting is for no other purpose than to put signatures on agreements allocating equity in your project and arrange first drawdown of your funds in accordance with your quarterly drawdown schedule. The SPP program can be applied to resorts, mining, carbon and renewable energy, road/rail, shipping and most other project types in all politically stable regions of the world. This funder will go the extra mile to fund new technologies seeking their first full project funding. So far these have included projects in urban transportation, energy and environmental clean-up processes. They have their own due diligence experts to assess the viability of projects using new technology, or established technologies assembled to deliver a new outcome. Summary of terms: *Shovel ready project. The only missing element is the financing. 100% funding. Minimum deal value $100m. Funder takes 50% equity of project SPV. Funds provided on a quarterly basis in accordance with client drawdown requirements. Funder has no direct control over project development (silent partner with rights to one voting board seat). 50% can be bought back at any time at fair market value after project stabilisation. All agreements/contracts agreed prior to meeting (funder is located in New York). No other costs. Process takes six to eight weeks application to first tranche.

On this program, the basic criterion is that the value of the funders 50% at the end of the construction period must not be less than the project cost invested. This means that it applies only to projects with high ROIs, or long term stable cash flows allowing post stabilisation financing to create the exit for the investor. Where necessary, Equility can arrange financing to buy out the investor. Alternatively, we propose to our clients that a sinking fund is established in which you can build a separate fund to pay down your principal and recover your 50% equity. Process As with all our project financing programs, we require an executive summary written to the following guidelines in the first instance: How much the client is seeking to raise and the forecast ROI What the project is Where it is Company or management team summary bios Why it is going to work and When work is going to commence

Once we have reviewed your project and assessed its acceptability by the Silent Partner Program we will send you two straightforward forms to complete which should be returned to us with full business plan including financials. Completion Fees Our standard Engagement and Consultancy Agreement (ECA) with you will include a fee of between 2% and 4% based on deal size and drawdown period. This fee should be written into the Professional and Consultancy Services line on your project finance plan along with your legal, accounting and other services and spread over the drawdown period, not as a fixed amount taken from the first drawdown.

*Shovel ready means that all permits, permissions, contracts and other documentation is complete (if necessary subject to funding) and that the only missing component to the project is the financing.

Equility Capital Ltd 2013