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Contents
Executive Summary PV Solar Power Explained Solar Power: the World View Strategic Plan Investment Opportunity Investment Instruments Financial Summary Selling a Project vs. Long-Term Hold Synergistic Opportunities Corporate and Operational Structure Solar Market: Italy Solar Market:Greece Executive Team Advisors and Consultants Contact Information
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Berkley Resources Inc. is redeploying its assets from oil & gas into renewable solar energy. The companys goal is to develop at least 30MW of solar projects in Italy and Greece by the end of 2012.
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Executive Summary
Highlights
} Berkley Resources intends to develop at least 30MW of solar PV projects in Italy and Greece by end of 2012. } EU-mandated renewable energy targets creating a window of opportunity. } Italy and Greece present most favorable EU markets at this time. } Financing available through leading banks in both countries. } Berkley looking to raise up to 20 million. } Investors participate through Mezzanine Debt Instruments, Convertible Debentures or direct investment in solar SPVs.
Because FiT rates are locked in and guaranteed for 20 years at the time of licensing (or when connected to the grid, depending on locality) Berkley is acting quickly to take advantage of the extremely high current FiT rates.
Seeking up to 20M
Berkley seeks to raise up to 20M to take advantage of EU solar energy opportunities developed in partnership with Day4. Institutional investors may participate through a 10M 15M mezzanine debt facility. Individual investors have the option of bond issues or convertible debentures with a minimum 50,000 investment. Investors may also participate directly in specic solar projects on a case-bycase basis.
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More solar energy hits the Earth in one minute than all the energy consumed by humans in a year.
Mounting Racks AC Utility Net Meter Transfers DC Electricity to Inverter Transfers the converted AC Electricity
AC Service Panel
DC Input
AC Output
Solar power plants operate silently and do not disrupt the natural landscape.
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20,000
15,000
15,675
10,000
6,956
9,550
5,000
1,428 1,762 2,236 2,848
5,361 3,939
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
By 2009, the EU represented nearly 70% of the worlds installed cumulative PV power. Forecasts for 2010 and 2011 indicate continued accelerating growth. * Chart source: Global Market Outlook for Photovoltaics Until 2014, May 2010 Update, European Photovoltaic Industry Association.
Highlights
} Energy security has become a primary concern, not only for the EU, but for governments around the world. } To reduce dependency on foreign imports, governments have developed incentives and regulations to stimulate demand for renewable energy and LCT (Low Carbon Technologies). } FiTs have become one of the most eective tools to promote clean energy investment and development. } Other, similar mechanisms are forcing utilities to derive additional electricity from renewable sources. } Berkley intends to exploit this trend by leveraging its experience and relationships beyond the EU.
Barclays Group estimates the EU alone must invest about 365bn in both largescale solar infrastructure and solar micro installations to bring EU emissions to 83% of 1990 levels by 2020.*
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Strategic Plan
Partnership with Day4 Energy and Local EPC* Contractors
Berkley Resources has established a strategic partnership with Day4 Energy Inc., a Vancouverbased manufacturer of high-performance solar electric modules with extensive experience in the European solar market. Under the Berkley/Day4 agreement, Day4 will provide solar panels and related equipment plus consulting services for the construction and maintenance of PV projects. Berkley will provide nancing and, through a subsidiary company, serve as the General Partner for a number of Special Purpose Vehicles (SPVs). SPVs are limited liability, low-tax, ow-through entities registered to do business in specic European jurisdictions. Each SPV will nance and develop an individual solar project in Italy or Greece.
Development Opportunities
Highlights
} Strategic partnership with Day4Energy to build solar PV projects in Italy and Greece. } Day4 provides solar panels & related equipment, consulting services for construction & maintenance. } Berkley provides nancing and serves as General Partner for a number of Special Purpose Vehicles (SPVs). } Each SPV will nance and develop an individual solar project in Italy or Greece
Special Purpose Vehicles (SPVs) are limited liability, low-tax, ow-through entities registered to conduct business in specic European jurisdictions.
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Investment Opportunity
Financial Summary
Highlights
} Investment opportunity: Secured convertible debt. } May sell SPV projects for prot of 30% on invested capital within 12 months. } Hold project for long term, generating expected IRR's in excess of 19% for 20 years. } Berkley may sell selected projects initially to leverage available capital.
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Synergistic Opportunities
Highlights
} Berkley acts as a sales agent for Day4s solar panels in Greece and has opened a sales oce in Athens. } Day4 panels oer a number of advantages over competitors. } Home-based installations oer a signicant secondary market in Greece.
The International Energy Agency predicts that investment in renewables to produce electricity is estimated at $5.7 trillion (in 2009 dollars) over the period 2010-2035*
* World Energy Outlook 2010 Factsheet, International Energy Agency
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2 Funds the
PV projects
Eurosistem RECS
Posi ve Energy
Supplies solar panels and related equipment; provides consul ng services 1+MW PV Solar Farm (Owned by SPV)
Day4 Energy designs and manufactures high-performance solar PV panels based on unique and patented high power/highly robust electrode technology. The company maintains oces in Europe, including a manufacturing facility in Poland with marketing, architectural design, and engineering oces in Germany and Italy. Day4 is sourcing cream of the crop projects for Berkley through its extensive industry contacts. Berkley provides project funding to REAC, a fully-reporting SEC issuer acquired by Berkley in 2010. Berkley acts as General Partner to the SPV's and, together with Day4 and the EPCs, manages the development, construction, and ongoing maintenance of the projects. Each SPV funds a specic solar PV development project in Italy or Greece. RECS/EuroSistem and Positive Energy are established EPC contractors and leaders in the eld of solar development in Italy and Greece. REAC will work with these companies as a joint developer of its solar projects and intends to receive co-development fees from them.
Take or Pay: Once connected to the grid, Berkley intends to enter into "take or pay" purchase power agreements at the project's predetermined FiT and power rates which will be xed for a period of 20 years. Berkley plans to sell to large publicly held power companies. The companies will either: (1) take the power and pay for it at FiT rates or; (2) pay for the power at FiT rates if unable to take it. The SPV is only responsible for the power up to the grid connection and collects 100% of the revenues. Revenues from the SPV solar project ow back to REAC, the SPV sponsor. Resulting prots then ow to Berkley. Berkley expects to hold the projects for long term returns in excess of 20%, but may sell some early projects and roll the prots into additional solar parks.
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FiT contracts in Italy are structured on a take-or-pay basis, meaning that the GSE will either: (1) take the power and pay for it at FiT rates or; (2) pay for the power at FiT rates if it is unable to take it. The SPV (project/plant) is only responsible for the power up to the grid connection point. Beyond the connection point, the SPV has no further responsibilities or liabilities. The SPV is not responsible for grid capacity issues.
With one of Europes sunniest climates, Italy now ranks third amongst EU countries for solar energy generation.
...Italy appears as one of the most promising markets with an additional 711 MW [installed] in 2009.
(Global Market Outlook for Photo-voltaics Until 2014: May 2010 Update, European Photovoltaic Industry Association)
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In order to mitigate the risk of doing business in Greece, Berkley plans (through its relationship with Positive Energy) to sell the electricity generated from its Greek solar PV projects directly to Public Power Corporation S.A., a multi-billion Euro revenue company listed on the London Stock Exchange.* Furthermore, as the Greek distributor of one of the premier solar PV panels on the market, Berkley will be able to cherry pick from the very best solar projects coming available in Greece.
* See www.dei.gr for more information.
Like Italy, Greece has a superb sun radiation capacity and it is estimated that one third of Greeces energy requirements could be met with solar power.
Highlights
} Greek incentives/FiT rates are similar to Italys and oer lucrative returns to solar developers. } Incentives and streamlined government processes have made solar PV the fastestgrowing energy source in Greece. } FiT rates in Greece are structured to favor large-scale solar farms. } Berkley plans to sell generated power directly to Public Power Corporation S.A.
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Executive Team
Matt Wayrynen 49
Preseident & CEO, Berkley Resources, Inc. Mr. Wayrynen has extensive experience in resource company management, venture capital, startup nancing, and mergers and acquisitions. As a director of Quinto Mining, he helped raise more than $30 million and advanced a Quebec iron ore property to a viable project. Quinto sold to Consolidated Thompson Iron Mines in June 2008 for a share value equal to $175 million. (Consolidated Thompson was eventually sold to Clis Resources for $4.9B.) Mr. Wayrynen was formerly active in the real estate industry as a licensed salesman and licensed agent nominee in charge of real estate for multiple retail projects throughout the greater Vancouver area. In addition, he was a licensed securities professional for over 10 years. He is a director of several publicly-listed resource companies and is a co-founder of TrichoScience Innovations Inc., developer of a therapeutic hair replacement technology undergoing extensive clinical trials for market approval.
Evan Katsoulis, 43
International Sales Director, Berkley Renewables Mr. Katsoulis has earned degrees in electrical and mechanical engineering from the University of Patra and the American College in Athens. He has started or been involved with a variety of import/export businesses in Greece, specializing in electronics, software, and shipping. Before joining Berkley, Mr. Katsoulis worked for a large distributor of solar related products and developed a customer base of nearly 150 companies, including the 12 largest solar installers and contractors in Greece. Mr. Katsoulis is uent in English and Spanish, as well as his native Greek. He has built numerous longstanding relationships with companies and individuals in England, Italy, Germany, and the USA that will benet Berkley.
Craig Laughlin, 60
President & Director, Renewable Energy Acquisition Corp. (REAC) Mr. Laughlin is the founder and President of SRC Funding, Inc., a private company through which he has provided business consulting services and engaged in private investment activity since 1991. Mr. Laughlin has served as a director of numerous publicly traded and/or SEC reporting companies, including during the past ve years: Renewable Energy Acquisition Corp. (coFounder); SimplaGene USA, Inc. (co-founder); and Dotronics, Inc. (sole ocer and director, brought in to position the company for an acquisition). Mr. Laughlin was also a founding Director in 2006 of the Macalester College Clean Energy Revolving Fund and has maintained a focus on energy conservation, energy eciency, and renewable energy in his professional and investing life.
Patrick L. Riggs 42
Managing Director, Berkley Renewables Mr. Riggs is founder/CEO of Riggs Capital, Inc., a consulting rm which arranges funding, and provides structuring and consulting services for small-to-medium sized entrepreneurial companies. Mr. Riggs has been in the investment banking business for over 15 years and is an honored member in Who's Who in American Business and held an unblemished Series 7 license for several years. Mr. Riggs studied economics at the University of North Dakota and has structured several reverse merger and M&A transactions, both as a principal and as a consultant. Mr. Riggs has traveled extensively, conducting business in Asia and Europe. He was born in Italy and maintains close connections in Greece through his Greek mother and family members in Athens.
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Howard Feldman, 64
Mr. Feldman is the CEO of BK Financial Services, LLC. and has been associated with the Wall Street investment banking community for over 35 years. His relationships within the nancial community are extensive, including a comprehensive proprietary network of over 500 institutional investors and fund managers throughout the country. He has structured nancing strategies for private and public corporations in nearly every sector of the economy. With a background in equity institutional sales and institutional xed income sales, Howard has analyzed hundreds of new investment opportunities and raised capital through equity, debt, and mezzanine nancings for both public and private companies. Prior to his involvement with Wall Street, Howard was a Captain in the U.S. Army and served as a commanding ocer of a company of paratroopers with the 101st Airborne Division in Vietnam. Additional information on Mr. Feldman and the BK Financial team can be found at: http://www.bknancialservices.com/1Team.htl
Fillipo Natoli, 47
As Managing Director of RECS, Mr. Natoli brings many years of solar construction contracting experience to Berkley. He has built in excess of 50 MW in the last three years in Italy. He is also knowledgeable in all aspects of PV installation and local construction regulations for the EPC contracting business. He has developed a particular expertise in single MW facilities throughout Italy.
Konstantinos Mavros
Mr. Mavros is the CEO of Positive Energy, a fullyintegrated and insured EPC contractor that has built in excess of 50 MW over the past ve years. He is an expert in PV installation and local construction regulations with a particular expertise in single MW facilities throughout Greece.
Luigi Fusi, 51
Mr. Fusi is the Managing Director of Global Module & Project Sales for Day4 Energy and head of Day4 Europe. He brings to Berkley a wealth of technical and managerial experience, having worked in executive positions with Cisco and HewlettPackard. He holds double degrees from the University of Milan in electrical engineering, an MA from MIT, and an executive MBA. Mr. Fusi specializes in identifying solar business opportunities and closing complex corporate transactions.
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Contact
www.berkleyresources.com