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FORESTA GROUP HOLDINGS LIMITED — AGM Information 2016
Oct 25, 2016
64915_rns_2016-10-25_0ef3961f-b191-415b-9731-7104a3080f6e.pdf
AGM Information
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26 October 2016
Annual General Meeting Results
The Board of Leaf Resources Limited is pleased to announce that the Annual General Meeting of shareholders was held on 25 October 2016 and all resolutions were passed by a show of hands.
In accordance with Listing Rule 3.13.2 and S251AA of the Corporations Act 2001, the summary of the valid proxies lodged is set out below:
| Resolution | For | Open | Against | Abstained or excluded |
|---|---|---|---|---|
| 1. Adoption of the remuneration report |
6,886,414 (27.53%) |
18,064,454 (72.23%) |
60,375 (0.24%) |
25,745,609 |
| 2. Re-Election of Director Matthew Morgan |
31,415,600 (63.42%) |
18,064,454 (36.47%) |
57,000 (0.11%) |
1,219,798 |
| 3. (a) Approval of previous issue of 4,635,971 shares |
32,441,460 (71.97%) |
12,566,454 (27.88%) |
68,105 (0.15%) |
5,680,833 |
| 3. (b) Approval of previous issue of 750,000 shares |
32,481,460 (64.17%) |
18,066,454 (35.69%) |
68,105 (0.14%) |
140,833 |
| 3. (c) Approval of previous issue of 5,228,759 shares |
32,481,460 (71.57%) |
12,837,695 (28.28%) |
68,105 (0.15%) |
5,369,592 |
| 3. (d) Approval of previous issue of 1,045,752 shares |
32,481,460 (64.17%) |
18,066,454 (35.69%) |
68,105 (0.14%) |
140,833 |
| 3. (e) Approval of previous issue of 190,080 shares |
32,481,460 (64.17%) |
18,066,454 (35.69%) |
68,105 (0.14%) |
140,833 |
| 4. Approval of 10% Placement Facility |
32,114,117 (63.45%) |
18,122,916 (35.81%) |
377,183 (0.74%) |
142,636 |
| 5. Approval of share issue to director |
21,279,529 (53.89%) |
18,138,609 (45.93%) |
70,105 (0.18%) |
11,268,609 |
| 6. Approval of Performance Rights Issue to Managing Director |
19,437,666 (51.71%) |
18,080,147 (48.10%) |
73,480 (0.19%) |
13,165,559 |
All resolutions were passed by the majority sufficient to pass special resolutions.
For and on behalf of the Board.
Helen Pennisi Company Secretary -Leaf Resources Limited
LEAF RESOURCES LIMITED I ABN 18 074 969 056 2806 Ipswich Rd Darra Qld 4076 I PO Box 3200 Yeronga Qld 4104 t +61 7 3188 9040 I f +61 7 3375 1186 I www.leafresources.com.au
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AGM PRESENTATION
August 2016October 25[th] 2016
DISCLAIMER: FORWARD LOOKING STATEMENTS
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This presentation has been prepared by Leaf Resources Limited (the “Company”). By attending this presentation and/or reviewing the slides you agree to be bound by the following conditions.
The information and opinions contained in this presentation have not been independently verified, are provided as at the date hereof and are subject to amendment, revision and completion without notice. No person is under any obligation to update or keep current the information contained in this presentation. No representation, warranty or undertaking, expressed or implied, is made by the Company, its advisers or representatives, or their respective officers, employees or agents as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reasonableness of the information or the opinions contained herein. The Company, its advisers or representatives, or their respective officers, employees and agents expressly disclaim any and all liability which may be based on this presentation and any errors therein or omissions there from.
This presentation does not constitute or form any part of, and should not be construed as, an offer to sell, or an invitation or solicitation or recommendation to purchase, or subscribe for or underwrite or otherwise acquire any securities in the Company in any jurisdiction and does not constitute or form part of a prospectus. No part of this presentation should form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment or investment decision whatsoever.
This presentation should not be considered as the giving of investment advice by the Company or any of its shareholders, directors, officers, agents, employees or advisers. Each party to whom this document is made available must make its own independent assessment of the Company after making such investigations and taking such advice as may be deemed necessary. If you are in any doubt in relation to these matters, you should consult your stockbroker, bank manager, solicitor, accountant, taxation adviser or other independent financial adviser (where applicable, as authorised under the Financial Services and Markets Act 2000).
This presentation contains certain statements that are neither reported financial results nor other historical information. These statements include information with respect to the Company’s financial condition, its results of operations and businesses, strategy, plans and objectives. Words such as “anticipates”, “expects”, “should”, “intends”, “plans”, “believes”, “outlook”, “seeks”, “estimates”, “targets”, “may”, “will”, “continue”, “project” and similar expressions, as well as statements in the future tense, identify forward-looking statements. These forward-looking statements are not guarantees of the Company’s future performance and are subject to assumptions, risks and uncertainties that could cause actual future results to differ materially from those expressed in or implied by such forward-looking statements. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely and include, but are not limited to, the general economic climate and market conditions, as well as specific factors including the success of the Company’s research and development and commercialisation strategies, the uncertainties related to regulatory clearance and the acceptance of the Group’s products by customers.
For further details regarding these and other assumptions, risks and uncertainties that may affect the Company, please read the most recent Annual Report & Accounts of Leaf Resources Ltd. In addition, new factors emerge from time to time and the Company cannot assess the potential impact of any such factor on its activities or the extent to which any factor, or combination of factors, may cause actual future results to differ materially from those contained in any forward-looking statement. Except as may be required by law or regulation, the Company undertakes no obligation to update any of its forward-looking statements, which speak only as of the date of this document.
www.leafresources.com.au
Private & Confidential
2
COMPANY OVERVIEW
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Leaf Resources is a renewable chemical company that uses plant waste to produce chemicals that can replace petroleum derived chemicals
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The world is rapidly moving way from petroleum based chemicals to green renewable chemicals
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into industrial sugars used to produce green renewable chemicals.
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The Glycell™ process delivers a large cost advantage over other sugar sources and other competitive processes
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Glycell™ is can economically produce renewable chemicals to replace petroleum based chemicals, cutting carbon emissions
www.leafresources.com.au
Private & Confidential
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THE BIO-BASED MARKET IS GROWING RAPIDLY
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By 2025 biobased chemical production is projected to account for up to US $570 billion of the US$4 trillion chemical markets[1]
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The global bio-plastics market is expected to grow 6 fold from US$7.5 billion in 2013 to US$43.8 billion in 2020[1]
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This growth is driven by major consumer goods companies seeking to replace petroleum sourced products from their supply chain with renewable products.
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The industrialisation of biology will be as important in the next 50 years to .
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economic growth as semiconductors have been over the last 50 yrs[2]
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1 Queensland Bio-futures 10-year roadmap: November 2015 2National Research Council USA
www.leafresources.com.au
Private & Confidential
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THE SOLUTION – LEAF’S GLYCELL[TM] PROCESS
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agricultural waste + waste glycerol = valuable renewable chemicals
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2
Operates at any scale using standard equipment on many biomass types
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Environmentally friendly, reduces the carbon footprint
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Glycell’s™ economics can disrupt the chemical industry
www.leafresources.com.au
Private & Confidential
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GLYCELL™: ECONOMIC ADVANTAGE
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----- Start of picture text -----
SUGAR COST CURVE, US$/t
$280
$260
$230
$220
$151
$47
Glycell Glycell Corn Starch Dilute Acid Steam Explosion Sugar (raw)
(open loop) (closed loop)
----- End of picture text -----
Industrial sugars are a key component in the cost of producing renewable chemicals
www.leafresources.com.au
Private & Confidential
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EXAMPLES: CHEMICAL CANDIDATES
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• Ethyl lactate (Price: US$2,000/t Market: US$8b)
Biodegradable solvent with properties and performance found to meet or exceed traditional solvents. Meets ozone protection provisions of Clean Air Act (USA). Expected to compete effectively in USA solvent market as costs are driven down[1] .
• Adipic acid (Price: US$2,500/t Market: US$11bn, Bio share .002%)
Used in the production of nylon 6-6, polyurethane, plasticisers and lubricants. There are both financial and environmental benefits to replacing petro-based adipic acid. Environmental issue related to production of fossil adipic are acting as a major barrier.[2]
• Acrylic Acid (Price US$2,500/t Market: US$11bn Bio share .01%)
Used in the manufacture of various plastics, coatings, adhesives, diapers, fibres, textiles, resins, detergents, cleaners and paints[.] . There are both financial and environmental benefit to replacing petro-based acrylic acid.[2]
- 1NREL Chemicals from Biomass May 2016 2 From Sugar Platform to Biofuels and Biochemicals European Commission 2015
www.leafresources.com.au
Private & Confidential
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AWARD-WINNING PROCESS
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NOMINATED AS ONE OF 3 FINALIST ‘BREAKTHROUGH BIOBASED TECHNOLOGY PLATFORM’ March 2016 World Bio Markets Bio Business Awards
32 OF THE 40 HOTTEST SMALL COMPANIES IN THE ADVANCE BIO-ECONOMY 2015/2016
Awarded at Advance Bio-economy Leaders conference in San Francisco
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FINALIST BANKSIA SUSTAINABILITY AWARDS 2014 Innovator of the Year (Australia)
WINNER CONSENSUS GREENTECH AWARDS 2014 (Australia)
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FINAL 5 SOFFINOVA RENEWABLE CHEMISTRY STARTUPS AWARDS 2015 Bio World Congress (Montreal)
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PATENTS
PCT applications lodged June 2014
www.leafresources.com.au
Private & Confidential
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MOU SIGNED WITH MALAYSIAN GOV’T
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Malaysian advantages:
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abundant biomass and glycerol resources,
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sites near deep water ports
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location within ASEAN region
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documented plans for the bio-industry and
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active promotion of the bio-industry
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MOU signed with AIM, a body under the department of the Prime Minister of Malaysia to establish a close cooperation and collaboration for the development, construction, and operation of socially and
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environmentally sustainable, globally competitive BioManufacturing Facilities in Malaysia
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Letter of Facilitation and Collaboration (“ LFC ”) with Malaysian Bioeconomy Development Corporation (“ MBDC ”) to act as project coordinator and to render, on a best efforts basis, facilitation, advisory, and business matching services related to the activities of our project.
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See ASX announcement 25[th] October 2016
www.leafresources.com.au
Private & Confidential
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SCALE UP TIMELINE
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DemonstrationAndritz ( ✔ )
Small commercial Zeachem plant
SE USA PlantClaeris 1 SE Asia PlantClaeris 2
Tested at Andritz
Tonnes per day
Variety of biomass
Standard pulping equipment
Existing demonstration plant at Boardman Oregon
Potential to retrofit for small profitable chemical plant
Biomass: mixed southern hardwoods
Site selection progressing Biomass contract being sourced Scoping study
Biomass: Empty fruit Bunch (palm oil waste)
Discussions underway for:
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Site
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Biomass
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Glycerol
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& with relevant Governments
Andritz
ZeaChem
Claeris 1
Claeris 2
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www.leafresources.com.au
Private & Confidential
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ZEACHEM OPPORTUNITY
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Leaf currently owns 13% and with warrants and options can go to 45%
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Pre-treatment equipment at Boardman is the same “core” as used by Leaf’s Glycell[TM] process
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A scoping study on fermentation options is due by 4CQ2016
www.leafresources.com.au
Private & Confidential
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LEAF’S PARTNERSHIP WITH US BASED CLAERIS LLC
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Agreement with Claeris: Leaf Resources has effectively outsourced new project development to a well credentialed, well connected, successful project developer:
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Less Risk: World class US based renewable project developer
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Greater Speed: Claeris well connected/influential in renewable chemical space
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Multiple opportunities: 5 project deal
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Better commercial outcomes: Leaf Resources can own up to 75% of JV Company
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Endorsement of Leaf Resources: Claeris selected Glycell[TM] process as best in class for renewable projects and invested US$500,000 in Leaf Resources
“We have reviewed many technologies in the renewable chemical sector, but we haven’t seen anything quite as revolutionary and potentially profitable as Leaf’s Glycell[TM] process.
Michael Slaney, Managing Partner of Claeris
www.leafresources.com.au
Private & Confidential
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MONAGHAN-GLYCELL SOLUTION
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Monaghan’s mushrooms produce a significant amount of Spent Mushroom Compost each year which goes into landfill and could be an integral part of a viable renewable chemical project
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25% more sugars
Initial results show Monaghan/Leaf approach produces 25% more sugars than the nearest competitive technology
Moving to stage 2
Leaf and Monaghan Biosciences have
agreed to move to stage 2 of the JV agreement, which is a larger scale pilot testing program
Off-take contract
Contract for the renewable chemical produced will be sought in order to deliver a complete project that is attractive for financing
Bankable feasibility study
BFS is the next objective for a renewable chemical project
www.leafresources.com.au
Private & Confidential
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RICE HUSK: AN EXCITING OPPORTUNITY
Large economical source of biomass
Rice husk contains valuable silica
Patent lodged to extract the Silica
Cheap input for Glycell[TM] process
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There are 770 million tonnes of rice husk in Asia
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See ASX announcement 2[nd] June 2016
www.leafresources.com.au
Private & Confidential
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POTENTIAL VALUATION FOR LEAF RESOURCES
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Edison report (20/7/2016) : for 1 project
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NPV US$336m (AUD$448.3) (after tax @10%)
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100,000 bone dry tonne p.a. biomass @US$70/t
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Producing renewable chemical @ US$1,500/t by fermentation
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Capital cost US$150m
Assessment of net present valuation ranges A$ for Leaf Resources
| No of Projects | 1 | 2 | 3 | 4 | 5 |
|---|---|---|---|---|---|
| Free Carry | |||||
| 5% | $22.4m | $44.8m | $67.2m | $89.7m | $112.1m |
| 10% | $44.8m | $89.7m | $134.5m | $179.3m | $224.1m |
| 15% | $67.2m | $134.5m | $201.7m | $269.0m | $336.2m |
| 20% | $89.7m | $179.3m | $269.0m | $358.6m | $448.3m |
Source: Edison Investment Research
www.leafresources.com.au
Private & Confidential
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MILESTONES 1- 9 FOR NEXT 18 MONTHS
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CLAERIS JV: CLAERIS JV: CLAERIS JV: CLAERIS JV: PROJECT 1 PROJECT 1 PROJECT 1 PROJECT 2 Milestone 1 Milestone 2 Milestone 4 Milestone 6 Development Scoped & Bankable Project work: site, Investor data Feasibility Study identified biomass and pack assembled commenced partners
CLAERIS JV: PROJECT 1 Milestone 8 Bankable Feasibility Study finalised
ZEACHEM : ZEACHEM: Milestone 3 Milestone 5 Complete Modifications Scoping study at Boardman for Boardman commence
ZEACHEM ZEACHEM Milestone 7 Milestone 9 modification Production completed started
3QCY16 4QCY16 1QCY17
2QCY17 3QCY17 4QCY17
www.leafresources.com.au Private & Confidential
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COMPELLING INVESTMENT PROPOSITION
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Right time and place
Right time and place due to growing concerns on fossil fuels and Glycell[TM] green credentials
Large market opportunity
Consumer goods and chemical companies supporting
Large Cost Advantage
Glycell™ is an industry disruptor due to its large cost advantage and green credentials
No Shortage of Biomass
The agriculture industry generates plenty of waste plant biomass – providing lots of cheap/free inputs for Glycell™
Glycell[TM ] Technology proven
Scale testing at Andritz facility in Ohio at 10 tonnes per day
The right partners
Claeris to accelerate project development. ZeaChem’s existing facility and appropriate engineering experience
www.leafresources.com.au
Private & Confidential
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THANK YOU
Ken Richards Managing Director M: +61 403 385 051 E: [email protected]
Private & Confidential
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APPENDIX 1: THE GLYCELL™ADVANTAGE
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PRODUCT BENEFITS
ECONOMIC BENEFITS
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Low temperature and low pressure
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Lower capital costs
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‘Off the shelf’ equipment
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Lower operating costs
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Operates at any scale
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High cellulose recovery 94%
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Quick & Continuous process
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Suitable for wide range of biomass
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Higher conversion of cellulose to sugars 99% in 6 hours for bagasse
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Lower energy use, lower carbon footprint, environmentally friendly
The Glycell™ process has been run at tonnes per day at the Andritz test facility in Ohio
www.leafresources.com.au
Private & Confidential
19
APPENDIX 2: STRONG MANAGEMENT TEAM
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KEN RICHARDS MANAGING DIRECTOR
Track record in managing, growing and transitioning high growth ASX and private companies in a variety of industries. (Bachelor of Commerce, MBA, AICD Fellow)
ALEX BAKER
CHIEF OPERATING OFFICER
Over 20 years’ industry experience, science and technology commercialisation professional including waste stream value creation. CEO of Maverick Biosciences leading that company into the bio-medical product field. Bachelor and Masters degrees in science, biotechnology & technology management
DR LES EYDE
VP – Research & Development
25 years professional experience in research and development in Australia and in the US. Internationally recognised - since 2007 held the position of National Task leader, International Energy Agency, Bioenergy Task 39 – Commercialising Advanced and Conventional Liquid Biofuels from Biomass. PhD in carbohydrate chemistry, expertise in biofuels production processes and sustainable biomass supply.
DR MARC SABOURIN
VP – PROJECT DEVELOPMENT & ENG.
29 years professional experience in research & development, process engineering and project execution. Formerly held positions in process and research engineering in the pulp & paper industry, including senior roles at Andritz. Bachelor and Master's degrees in chemical engineering, Ph.D in science specialising in energy reduction mechanisms in thermo-mechanical pulping
HELEN PENNISI
CFO/Co. Secretary
Track record in managing, growing and transitioning high growth ASX and private companies in a variety of industries. (CPA, Bachelor of Business)
www.leafresources.com.au
Private & Confidential
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APPENDIX 3: BOARD OF DIRECTORS
Jay holds a bachelor in Agricultural Science (Honours)(University of Melbourne) and a Ph.D in animal Genetics (University of Sydney) He distinguished scientific career with CSIRO for over 20 years in the field of animal genetics and genomics. In 1998 he cofounded Genetic Solutions Pty Ltd to commercialise genomics technology in livestock and the company was sold to Pfizer Animal Health in 2008. Jay has served on a number of industry and government advisory groups including the Queensland Biotechnology Advisory Council, Australian gene technology technical advisory Committee and the Life Sciences Queensland steering committee. Jay is a fellow of the Australian Academy of technological Sciences and Engineering and a Fellow of the Australian Institute of Company Directors
Dr JAY HETZEL
Chairman
CHARLES WILSON Director
Having originally qualified in Civil Engineering (University of New Zealand), Charles has some 40 years of experience in senior project and construction management roles primarily associated with major building and development projects.
During his career with a major Australian listed construction/development company, he was based in Canberra, Townsville, Darwin, Sydney and since 1974 in Perth, Western ~~Australia.~~
MATTHEW MORGAN
Director Chairman of Audit Committee
Matthew holds a Bachelor of Commerce, a bachelor of Applied Science and Master of Business Administration from Brisbane Graduate School of Business at Queensland University of technology and was the first Australian to be awarded a 2 year Kaufman Fellowship. Matthew has over 10 years of executive management experience in private equity funded portfolio companies and 7 years as a venture capitalist at Queensland Investment Corporation. He is experienced in capital raising, mergers and acquisitions, He is the principal of Millers Point Company, an advisory business that provides consulting ad advisory services to emerging companies with high growth or turnaround objectives.
www.leafresources.com.au
Private & Confidential
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APPENDIX 4: CAPITAL STRUCTURE (AUD$)
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| 4nd August 2016 | |
|---|---|
| Ordinaryshares on issue | 149.2m |
| Options/performance rights | 7.7m |
| Current Price | $0.16 |
| Capitalisation | $23.9m |
| Top20 Shareholders | 47% |
| Board and Management | 21% |
| Cash | $1.5m1 |
| Enterprise Value | $22.4m |
1Based on 4c released 29/7/2016 and refund due from R& D Tax
www.leafresources.com.au
Private & Confidential
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APPENDIX 5: CLAERIS LLC
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Since 2005, the founders of Claeris have developed, constructed, and acquired over 620 million gallons per year of renewable fuels and chemicals production capacity. They have partnered with some of the world’s leading companies, including:
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www.leafresources.com.au
Private & Confidential
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