We’ve received from Mr. Patrick Wylie of GreenRock and we are pleased to publish the following update
“GreenRock – Bridging Growth
GreenRock is in the process of listing in a mergerwith ClimateRock (NASDAQ:CLRC).
GreenRock combineswind and solar operations (122MW) and solar and hydrogen developments plus strong technical organisations of TEP Renewables,WindShareFund and AccretionEnergies.
Shared ownership and managementofthe two “Rocks” ensure timely closing.
Combined, contemplated valuation is supported by “Fairness Opinion”, combination and listing are expectedin Q1 2025.
Company has secured $20m of PIPE and $25m of equity line, available at closing.
Management has considerable industry track recordand listed ClimateRock in May 2022 for US$80m.
GreenRock is now seeking an additional €50m forlargely earmarked acquisition finance to boost earnings and valuation.
Prospective acquisitions include option payments associated with highly value-adding acquisitions that have been processedand enhanced by management and provide considerable future earnings.
Strategic Direction: Integrated Energy Solutions
Solar
• Pipeline of ~2GW in Europe at various levels of development*
• 250MW operating capacity by end of 2024 via 3 acquisitions in Poland, Romania and US
• Seeking to acquire operational European solar projects in 2025
Wind
• 9MW operational assets in Germany
• Construction of new projects slated for late 2024
• Planning to acquire operational projects in 2025 and beyond
Hydrogen
• Projects with increasing electrolysis pipeline focused on industrial, maritime and agricultural sectors
• Growing portfolio of projects in UK, Italy and USA, with operational commencement in 2026
• Looking to acquire stake in operational hydrogen projects in Norway in 2024
Other
• >1GW battery storage pipeline
• Rapid expansion due to a 6-month construction period and lower capex
• Wind and solar pipeline comes with energy storage option generating an adjunct line of incremental growth
• Seeking to acquire stake in US biogas company in 2024
Foundation In Place For Accelerated Growth
Operational
Capacity
Development
Portfolio
Acquisitions Tapping into BESS& Flexible Decarbonization Leveraging Leapfrogging in subsidy programs CapacityUtilisation Partnerships existing operations green hydrogen
Growing and strengthening the cash earnings
Integrating Ownership with Asset Management and 3rd Generation Green Energy Solutions
2016-2024 Phase I: Foundation& Integration 2024 > onwards Phase II: Profitable & Transforming Growth
GreenRock boasts an experienced executive team combined with four reputable independent directors
• Over 200 years of experience with 15GW of projects executed
• Multiple geographies and technologies and across value chain
• Experienced board of directors with deep renewable energy and publicly listed company experience
• ClimateRock listing supported by legal & financial advisors including Ellenoff Grossman & Schole, Arent Fox Schiff,
Simmons & Simmons, Alliance Global Partners, and MaximGroup
The material in this presentation has been prepared GreenRock Corp and is general background information about GreenRock Corp’s activities as at the date of this document. The information is given in summary form and does not purport to be complete or considered as advice.
This document does not constitute an offering of securities in any jurisdiction. Any offering will be made usingmore detailed information materials.
GreenRock Corp is not liable for any damages or losses incurred fromthe use of the presentation and anymaterial contained in it, or fromany action or decision taken as a result.
Investment Proposal
Investmentopportunity: Convertible LoanNote (CLN) with attractive returns and conversion options with a totalsize of up to €50m (USD$55m) and investments from €100,000
Convertible Loan Note Terms
• Issuer:
• Offering:
• Maturity:
GreenRock
€50m (US$55m) with tickets from € 100,000
18 months
• Interest Rate: 10% per annum
• Conversion
Option:
Option to convert into shares at any
time until maturity
• Conversion
Price:
• Proceeds:
• Security:
Conversion price fixed at the listing price + 30% premium shares assigned at issuance
Used to finance identified acquisitions and growth capital
Floating charge over unsecured assets including assets acquired fromthis transaction
GREENROCK, UK,
ITALY
Growth capital
• To support organic development of existing solar and hydrogen pipeline
• Preparing the organization for growth
WSF,
GERMANY
9MW Operating Wind
• 51% ownership
• Taking ownership to 100% GreenRock is required to make a second payment in 2024
SAGITTARIUS,
POLAND
113MW Operating PV
• Expected purchase price US$95m, funding secured
• Significant value uplift between purchase price and Nasdaq valuation
• Large secured cashflows and EBITDA contribution
• 100% ownership
Investmentopportunity: Convertible LoanNote (CLN) with attractive returns and conversion options with a totalsize of up to €50m (USD$55m) and investments from €100,000
Use of Proceeds
Phase I – Foundation
Up to €10m by end of October 2024 for completion of already agreed acquisitions and growth capital
PROJECT ARIES,
ROMANIA
40MW Operating PV
• First cash investment by
Q4 2024
• Senior bank financing arranged
for step 2 by end of Q4 2024
• Significant valuation and EBITDA uplift for Nasdaqlisting
• 100% ownership
PROJECT CASSIOPEIA, US
4x Biogas Plants
(2024-26)
• Step 1: cash injection by end of Q4 2024
• Step 2: share swapin Q1 2025
• 80-100% ownershipin partner- ship with management
• 4 shovel ready projects to add significant value when operational in 2026
PROJECT HERCULES,
NORWAY
2x Operational Green Hydrogen
• Small initial cash injection for step 1
• Cash and/or share swap for step 2 in November 2024
• Leapfrogto Division 1 Player with operational project
• 51-100% ownership expectation
• Increases bandwidth and resources for existingH2 team
PROJECT CORVETTE, US
80MW Operating PV +
Battery potential
• Step 1: cash investment in Q4 2024
• 50% plus 1 share ownership
• Large immediate cashflow contribution due to offtake agreementswith strong counterparties
Phase II – Acquisitive Growth
Remaining €40m for current acquisition considerations with the commonality of minimal upfront cash outlay*
*Targets presented are examples and may change subject to ongoing transactionprocesses
Investments of up to €50m in Q4 2024 will bring immediate annualized earnings boost, with considerable increase from 2026 onwards
These planned acquisitions are only the starting point of an accelerated growth strategy that GreenRock is pursuing in order to become a world-leading sustainable energy group addressing climate change
RiskConsiderations
• GreenRock and ClimateRock’s business combination may face delays due to SEC questions
• ClimateRock’s board of directors may vote against a business combination
• GreenRock’s share price may fall after listing due to company performance, an illiquid stock and/or short-selling activity
The material in this presentation has been prepared GreenRock Corp and is general background information about GreenRock Corp’s activities as at the date of this document. The information is given in summary form and does not purport to be complete or considered as advice.
This document does not constitute an offering of securities in any jurisdiction.
Any offering will be made usingmore detailed information materials. GreenRock Corp is not liable for any damages or losses incurred fromthe use of the presentation and anymaterial contained in it, or fromany action or decision taken as a result. ”
Mr. Wylie is informing that Mr. Daniele Bonomo would be in Milan late next week and would be delighted to follow up to discuss any possible participation to discuss any option and or acquisition.
care of the redaction
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