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NanoHoldings L.L.C (“NH”) ACQUISITION OF PLASCO TURNING GARBAGE INTO ELECTRICITY & WATER Changing the Way Communities Deal With Waste

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NanoHoldings L.L.C (“NH”)ACQUISITION OF PLASCO

TURNING GARBAGE INTO ELECTRICITY & WATER

Changing the Way Communities Deal With Waste

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Changing the Way Communities Deal With Waste

AGENDA

1. INTRODUCTION TO NANOHOLDINGS2. BENEFITS OF PLASCO ENERGY3. DESCRIPTION OF PLASCO TECHNOLOGY4. FINANCIAL OVERVIEW5. ACQUSITION OPPORTUNITY6. TIMELINE & NEXT STEPS

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1. INTRODUCTION TO NANOHOLDINGS

NanoHoldings is a global technology development company

Specialize in nanotechnology breakthroughs in energy and water technologies

~ $50mm Invested by leading corporate and financial institutions: Morgan Stanley McLendon Ventures [Former CEO Chesapeake Energy] Schlumberger Royal DSM [formerly Dutch State Mining] Anchor [India] KACST

NanoHoldings ScientistsUniversity

72 % 20 % 8 %

NanoHoldings

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Longer Term Revenue

Medium Term Revenue

Short Term Revenue

ACQUISITIONS

PLASCO

NANOHOLDINGS CORPORATE DEVELOPMENT STRATEGY

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W

S R

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W

S R

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FOG

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Changing the Way Communities Deal With Waste

2. BENEFITS OF PLASCO ENERGY

Raising US$650 mm from existing NanoHoldings investors to acquire PLASCO 2 term sheets from existing shareholders for US$650mm in hand

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Historically:

waste has been buried…. …or waste has been burned.

WHERE DOES YOUR GARBAGE GO?

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PLASCO: THE WORLD’S LEADING WASTE CONVERSION COMPANY

BENEFITS TO KSA:①Environmental friendly solution that eliminates smokestacks & landfills②Completely Scalable

- Plants are modular and can serve small regional communities - Large cities can be served by a network of modular plants - Reclaim existing landfills

③Cleanly converts 95% of trash into pure synthetic gas- Green renewable fuel to generate electricity - Feedstock for KSA plastic/petrochemical business

④Valuable Economic Development- Each modular plant creates 45 high paying jobs in the local community- Manufacturing in KSA of modular plants creates a new Global export industry

⑤Novel alternative to supply Foreign Aid- Donating modular plants creates employment opportunities, low cost local power- Leading global Humanitarian efforts in environmental cleanup

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A DECADE OF DEVELOPMENT: A DECADE AHEAD OF THE COMPETITION

Fully scalable Single plant servicing small community Large cities served by a network of modular plants

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Changing the Way Communities Deal With Waste

3. DESCRIPTION OF PLASCO TECHNOLOGY

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Four Stage Conversion Process

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Four Stage Conversion Process

Stage 1 - Shredding

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=

1.4 MWh0.4 used1.0 sold

+300 Litres

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100

80

60

40

20

0

NITROGENOXIDE

68%Less

DIOXINS &FURANS

78%Less

HEAVYMETALS

91%Less

ORGANICCOMPOUNDS

99%Less

PARTICULATEMATTER

33%Less

*PLASCO data compared to published Vancouver, Canada Landfill data.

PLASCO IMPROVES LOCAL AIR QUALITY vs LANDFILL

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88% LESS

PARTICULATEMATTER

75% LESS

NITROGENOXIDE

98% LESS

DIOXINS &FURANS

99.7% LESS

HEAVYMETALS

98% LESS

NON-METHANE ORGANIC

COMPOUNDS

95% LESS

HYDROGEN CHLORIDE

61% LESS

SULPHUR DIOXIDE

PLASCO emissions compared to the Durham, Ontario incinerator planned limits:

Latest Incinerator Technology

PLASCO

100

80

60

40

20

0

PLASCO vs INCINERATION

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Changing the Way Communities Deal With Waste

4. FINANCIAL OVERVIEW

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PLASCO TODAY:First commercial plant

leading to rapid sales growthand profit expansion

Investment

Profit

Competitors:At capital intensive

technological development stage

USE MORE ENERGY THAN PRODUCE

PLASCO: POINT OF COMMERCIALIZATION

10 Year LeadPLASCO PRODUCES MORE

ENERGY THAN USED

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PLASCO FINANCIAL PROJECTIONS

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PLASCO FINANCIAL PROJECTIONS

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Changing the Way Communities Deal With Waste

5. ACQUISITION OPPORTUNITY

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MANAGEMENT BUYOUT OF PLASCO

Unique set of circumstances has created opportunity for MBO Approx 70% of equity held by 3 institutional shareholders

Ares [34%] Soros [18%] West Face [18%]

PLASCO requires new round of capital Institutional Investors plan

Obtain strategic Corporate Investor [Siemens, GE] $100mm - $200mm File for IPO Minimum Timeline: 3 months for Corporate – 9 months for IPO

West Face – legally prohibited from further investing – creates VULNERABILITY

Management fully-diluted ownership only 5% Limited financial upside

NANOHOLDINGS, in conjunction with management, has short term window to complete MBO & acquire intensely profitable asset

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Buyout 350

Plant 200

ICARS 50

WC 50

650

USE OF PROCEEDS

$50mm A,B,C

Common

NanoHoldings ScientistsUniversity

72 % 20 % 8 %

30.1%

4%

$650mm Series D

NanoHoldings Plasco Employees

80% 20%

49.9%

Raising US$650 mm from existing NanoHoldings investors to acquire PLASCO 2 term sheets from existing shareholders for US$650mm in hand Investment Opportunity for PIF due to KACST

16%

Employees/Scientists

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6. TIMELINE & NEXT STEPS

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The Offering – US$650 mm Investment in NanoHoldings to Acquire PLASCO

Projected 2018 sale = US$ 10.3 bnCash Return Preferred D Share = US$ 4.5 bn = 7x return on investment

PROJECTED EXIT SCENARIO – 2018E projected sale (on 2018E EBITDA of US$ 687 mm) provides Series D Preferred Investor with cash distributions of:

2014 2015 2016 2017

- $650 mm

Cash Return + $4.5 bn

Investment

TRANSACTION TERMS & VALUATION

Invitation to join solely an insiders round of existing NanoHoldings ShareholdersPre-money valuation of $650 mm Acquires 49.9% of NanoHoldingsMinimum Investment US $100 million for 7.67%Senior Series D Participating Preferred

TIMELINE

Nov 30 – completion of initial due diligenceNov 30 – sign non-binding term sheetDec 31 – sign binding term sheetJan 15 – complete final due diligenceJan 25 – Review Legal documentsJan 31 – Closing & Funding

2018

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Changing the Way Communities Deal With Waste

An investment in the Company involves a high degree of risk, and is suitable only for investors of substantial means who have no immediate need for liquidity of the amount invested and who can afford a risk of loss of all or a substantial part of such investment. Investors and the Company may be subject to a number of risks, including, but not limited to, no assurance of any investment return, a long-term and illiquid investment, and no commercialization of any technology. In addition, any projections or other estimates contained herein, including estimates or forecasts of returns or performance, are forward-looking statements and are based upon certain assumptions. Actual results may differ materially from the expectations presented in the forward-looking statements. Accordingly, there can be no assurance that estimated returns or projections can be realized. Each prospective investor should consult with his, her or its personal legal, tax and financial advisers and carefully consider and evaluate the risks before investing in the Company. Projections and other forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties and should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved.