Post-Amalgamation Business Plan May 2021 - iQ International ...
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Post-Amalgamation Business Plan May 2021
Disclaimer This Plan contains certain forward-looking statements. A forward-looking statement is any statement that does not relate to historical facts or events or to facts or events as of the date of this Plan. This applies, in particular, to statements in this Plan containing information on future earnings capacity, plans and expectations regarding the Company’s business, its growth and profitability, as well as the general economic and legal conditions and other factors to which the Company is exposed. Statements made using words such as “expects”, “plans”, “intends”, “predicts” or “forecasts” may be an indication of such forward-looking statements. The forward-looking statements contained in this Plan are based on the Company’s current estimates and assessments. These forward-looking statements are based on assumptions and are subject to risks, uncertainties and other factors, the occurrence or non-occurrence of which could cause actual circumstances – including with regard to the assets, business, financial condition and results of operations as well as profitability of the Company – to differ materially from or fail to meet the expectations expressed or implied in the forward- looking statements. Even if future results of the Company meet the expectations expressed herein, they may not be indicative of the results of any succeeding periods. In light of the uncertainties and assumptions, it is also possible that the future events mentioned in this Plan may not occur or may differ materially from actual events. In addition, the forward-looking estimates and forecasts reproduced in this Plan from third party sources could prove to be inaccurate. The foregoing may prevent the Company from achieving its financial and strategic objectives. The forward-looking statements contained in this Plan speak only as of the date on which they were made. Investors are advised that neither the Company nor the Listing Agent assume any obligation or intend to, except as required by law, publicly release any updates or revisions to these forward-looking statements to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or to adjust them in line with future events or developments.
Transaction Summary
FINANCIAL RESTRUCTURING & FINANCIAL RESTRUCTURING & FUNDING
STRATEGIC TRANSFORMATION FUTURE ACTIVITIES
TerraScale Inc. (Delaware, USA) (“TerraScale”) and iQ IQ International AG is currently subject to a Composition Moratorium.
International AG (Zug, Switzerland) (“iQ”) have signed In order to address this issue, the iQ Board of Directors in conjunction
Definitive Share Exchange Agreements to merge their with the management of TerraScale has commenced multiple
operations with the intent of revolutionizing the green data initiatives. These include:
center market. The joint company presents a world-first
1. The successful extension of the maturity of its principal
combination of best-in-class green data centers, secure
senior lender.
private and public cloud solutions, robust energy storage
2. Actively exploring recapitalizing its battery business in
(Batteries), innovative renewable power management, and
a variety of ways including debt financing, minority and
leading edge cybersecurity expertise and technologies, all
majority control equity investment, and outright sale.
under one unified brand.
3. Raising additional equity or equity linked capital.
Bringing these elements together under one “roof” will
The Company believes that one or more of these initiatives will prove
create a next generation data center model that will be
successful. Allowing for the satisfaction of all of iQ’s liabilities and
the most secure, energy and cost efficient data centers
providing ample working capital to enable the clean transition into
available globally. Given the large and accelerating demand
new business verticals and ensuring the execution of the attractive
for data centers combined with ever growing security and
opportunities that TerraScale will bring to the combined company.
environmental concerns, this “green cloud” will become
the new, necessary, global standard immediately following PROJECT DEBT FINANCING:
shareholder approval, the combined company will be
Our strategic initiative’s major component of the strategic initiative
renamed TerraScale AG (the “Company”) and will continue
going forward will be the development of green, secure, cost efficient
to be headquartered in Zug, Switzerland. iQ will remain as
data centers. There is a well-developed capital market with many
our core brand for our various offerings.
providers of structured project financing for these highly valued
assets. TerraScale’s management team, with its collective decades
Under the terms of the agreement, which has been
of experience executing data center projects, is actively engaged
unanimously approved by both companies’ Boards of
and in the process of receiving structured finance debt proposals
Directors, the share ownership of the company on a
in the form of PACE bond financing for qualifying US projects.
fully diluted basis (i.e. when taking into consideration all
Property Assessed Clean Energy (“PACE”) financing is an innovative
stock options granted but not yet exercised) will be 49%
US government sponsored mechanism for energy efficient and
TerraScale shareholders, 51% iQ shareholders. The company
renewable energy improvements on private property. There are
will continue to be traded at the General Standard of the
also many non-PACE project debt providers. Currently TerraScale
German stock exchange (Deutsche Börse) in Frankfurt/
has targeted multiple initial projects and locations to utilize this
Germany.
approach.
At the consumption of the transaction, pending Data Center campus locations:
shareholder approval, the new company will be under
• Osceola County, Florida - the NeoCity Data Center and
the leadership of TerraScale’s co-founder Danny Hayes as
Renewable Energy Park
CEO and retired Lieutenant General Michael Barbero as
• Reno, Nevada - the Energos Pilot Data Center located in
Chairman. The Company’s current CEO Kevin T. Loman will
the Victory Logistics Park (located in Fernley, NV)
continue to serve as CEO of the battery business, and its
current Executive Chairman George M. Weiss will remain • Moreno Valley, California - the Energos Los Angeles Data
on the board until General Barbero takes office and he Center
will then continue to act as senior advisor to the Board of Ni-Zn Battery production campus:
Directors and senior management.
Reno, Nevada - next to the Energos Pilot Data Center and also
TerraScale AG plans to establish new business verticals, located at Victory Logistics Park.
while preserving and maintaining existing iQ verticals and
Equity Plan
identifying additional growth opportunities within those
existing markets and customers. TerraScale is in advanced discussions and negotiations with equity
providers who invest at either a project level, i.e. an individual data
center or at the corporate level. These providers include PE Funds,
Sovereign Wealth Funds, Data Center REITS and large Strategic
Corporations located in the United States, Asia and the Middle
East. The Company anticipates being able to choose from multiple
proposals from these sources.
T E R TR EARSRC AA SLCE A
.OLE
R .GO R G
TERRASCALE.ORG 3
Transaction Summary (cont.)
NEW BUSINESS VERTICALS
The new joint entity will see the continuation of existing iQ Nickel Zinc Batteries
business verticals subject to the sale or control investment
iQ has signed an LOI with ZAF and AEsir to build a new
outcome and the establishment of new verticals which
factory for the production of its NiZn battery. Advantages
include:
of Ni-Zn technology are numerous, especially to enterprise
power projects. Some of the key benefits of Ni-Zn technology
Green Data Centers
include:
The global green data center market will be worth
• The NiZn battery is ideally suited (Long life & high
$221.4B by the end of 2022, with the demand
density) to Data Center applications and is the lowest
expanding at an exuberant CAGR of 30.8% during the
forecast period of 2014 to 2024. battery CAPEX between Lithium, Lead-Acid and
-Transparency Market Research, July, 2018 NiZn.
• Higher Energy Density vs Lead Acid (needing ½ of
the batteries while offering 2x the life, consuming ⅓
TerraScale is currently in the process of developing multiple
of the batteries over a 20 year period as compared to
data centers in the United States, as part of its global “Project
lead acid).
Energos” rollout. TerraScale’s data center will be the first
large-scale 100% carbon emissions-free Data Center via on- • Fully and economically recyclable versus lithium
site power within the United States. Energos Reno will be the based batteries.
first data center campus to have on-site behind-the-meter • The chemistry allows for elevated temperatures
renewable energy generation and storage, providing backup enabling co-location with power conversion/
and primary energy for times where there is no sun, wind, conditioning systems. NiZn retains its thermal
or utility. 100% reliability built to government standards with stability even when operating under high discharge
commercial flexibility. rates.
• NiZn is safe, non-toxic, non-combustible, non-
explosive, and RoHS compliant.
• Energos Reno (Reno, NV): Modular 5MW
data center powered by on-site renewable • Highest IRR with a combination of performance,
energy, ability to expand to up to 100MW. reliability and cost, NiZn provides the best value
This data center is to be utilized as a test-bed proposition to data center owner/operators.
for prototyping new hardware and storage
technologies such as; AMBRI (liquid metal Green Cloud
batteries), ZAF (Nickel Zinc batteries,) and • Our Green cloud platform leverages our partner
iStorm e-4500. The master planning and site proprietary technology, reducing data center
selection (Mark IV Capital’s Victory Logistics space, power, and cooling requirements in half. The
District) for this project is complete and technology allows our subsсribers tо hаve аt their
construction is ready to commence. disposal а virtual cluster оf соmрuters, аvаilаble at all
times, from any location.
• NeoCity, Florida (Osceola County, FL):
TerraScale has been retained by NeoCity • Together we can compete against the best cloud
to manage and construct a 20 MW data provider services globally while keeping the
center (5MW lease guarantee), renewable TerraScale commitment to sustainability; we will be
energy production facilities and IoT Managed the fastest, greenest, and cheapest cloud solution in
Services. the world.
• Energos Los Angeles (Moreno Valley, CA): • To be launched in multiple simultaneous Project
The city manager is working with TerraScale Energos locations.
directly on executing a data center including
Cooling Technologies
building selection, civil, and utilities.
TerraScale is commercializing a revolutionary cooling
technology with our partners, which has never been applied to
building design. TerraScale is commercializing an innovative
and disruptive cooling technology with our partners,
revolutionizing the cooling-related aspects of building design.
TERRASCALE.ORG
Transaction Summary (cont.)
• Cyber Analyst Security Operations Suite (CASOS):
A robust collection of tightly integrated DCO capabilities with
TerraScale Cybersecurity PORTFOLIO Technical Add-ons for Splunk, Industrial Control Systems
(ICS) - Supervisory control and data acquisition (SCADA).
TerraScale possesses the exclusive rights to several
All capabilities are presented via a single dynamic user
exceptionally effective and innovative Cybersecurity
interface and further enabled by a robust yet intuitive security
products and solutions through its relationship with
orchestration, automation and response platform and a
Digital Ledger Holdings, LTD (DLH). DLH, a company
customizable playbook that complements existing business
owned equally by Robert Bardo, Matthew Iannelli
workflows and policy.
and K. Danny Hayes, is at the forefront of research
and development within the realm of defensive • Data Brokering Manager (DBM): A data broker tier manager
cybersecurity operations (DCO), collaborating with and regression test framework for a variety of kafka-enabled
fortune 100 companies and innovative start-ups. DLH data brokering solutions, a current commercial product gap.
focuses on the high value gaps in today’s technology
• Tamper-proof Data Transport (TDT): Kafka-based data
and processes associated with cybersecurity, leveraging
brokering, at an enterprise scale, employing encryption
decades of experience to develop solutions to
ranging from high bit elliptical curve encryption to encryption
challenges most consider too difficult to solve.
secured with quantum derived key sets.
Below are the first five Cyber products targeted for • Continuous Risk Innovative Secure Software Factory
TerraScale’s commercialization and distribution efforts (CRISS-F): A scalable secure microservices architecture,
with its large commercial partners. The intent of our supporting robust DevSecOps workflows and automated CI/
initial product solutions is two fold: first we will drive CD pipelines, able to address the coveted “cATO” accreditation
product and subscription sales while secondarily needs of the government and the security compliance-
enabling long-lasting revenue streams and benefits oriented commercial customer.
attached to each of the five in the form of recurring
integration and support labor (hourly or contract) and • Business Process Integration Module (B-PIM): enables
customer project focused product deployments (fixed decision authorities the ability of oversight to technical
labor). Our data center tenants will benefit from all frameworks, processes, solutioning code, and workflow by
Cybersecurity portfolio solutions as part of an inherent leveraging the ontology of each as the authoritative source
part of the data center security architecture. for all relational data. This provides a foundation for effective
security overlays and methodologies typically difficult
to employ within networks where behaviors are not well
documented or predictable.
5
TERRASCALE.ORG
TERRASCALE.ORG
The TerraScale Story
“In the midst of every crisis, lies great opportunity.”
— Albert Einstien
This was the mindset of TerraScale’s founders
when they established the company in
TerraScale In the News
March of 2020. 2020 was a year of chaos – not
only due to the pandemic, but also from
major cybersecurity incidents and climate-
change-related natural disasters.
These increasingly frequent and destabilizing
events have put great strains on outdated
and inadequate infrastructure and
emphasized the need for secure digital
infrastructures that provide green, smart
and secure access to data. Requirements
for secure access are steadily rising, and,
correspondingly, the demand for new data
center development Is increasing in lock
step. TerraScale rises to this new challenge
with its comprehensive flagship initiative,
Project Energos.
It was in this context that TerraScale
founders, Danny Hayes, Soheila Yalpani and
Philip Eggen, devised a plan which laid the
framework for their flagship project and
strategy: Project Energos.
Colonel (Retired) Mark Schonberg,
who formerly served as the lead for all
cybersecurity Capabilities Development in
the US Army, joined TerraScale. Through
Mark, TerraScale added the concept of
Cybersecurity to the data center portfolio.
The TerraScale Cybersecurity portfolio
includes cybersecurity orchestration,
cloud scale immutable data transport and
management, and continuous risk secured
software factory.
In January of 2021, Lieutenant General
(Ret.) Michael Barbero joined TerraScale
as a referral from former CIA Director,
General (Ret.) David H. Petraeus. In
addition to assisting with development
and implementation of TerraScale’s global
vision and government contracting strategy,
General Barbero will help lead the company’s
global rollout of Project Energos.
In February 2021, after months of
collaboration with Danny Hayes and the
TerraScale team, iQ’s CEO Kevin T. Loman
recognized the importance of combining
iQ’s expertise in developing application
based power solutions to bring critical
energy resilience to TerraScale’s data centers
powered by renewables.
TerraScale is maturing its campaign plan to
enable legacy programs and organizations to
migrate enterprise and mission systems and
services to our cloud. This “Green Cloud” will
leverage on-site renewable energy and will
provide enterprise clients the most green,
cost-effective, secure and resilient cloud
deployment in history.
TERRASCALE.ORG 6
Key Accomplishment Timeline
(To-Date)
March 2020: TerraScale Founded.
01
02 March 2020: Project Energos plan developed.
April 2020: Reno selected for the location of the
pilot project (Energos Reno) of Project Energos. 03
04
June 2020: Real Estate Services agreement
secured with JLL.
July 2020: Global ESA Agreement w/ IBM.
05
November 2020: Hired Mike Coleman to become
06 November 2020: Collaboration Agreement with
Ambri inked.
07
Chief Innovation Officer (PR Newswire) and Col.
(Ret) Mark Schonberg as President.
(Yahoo! Finance)
November 2020: Master planning of Energos Reno
December 2020: The Private Credit Group of Goldman
08 project completed by Black & Veatch, Stantec &
EYP Mission Critical Facilities.
Sachs Asset Management, L.P. provided a letter of
support to TerraScale, confirming the interest of one
or more funds managed by GSAM PCG, in providing 09
financing to support the construction of our Datacenter.
10 December 2020: Technology and Cybersecurity
portfolio additions.
January 2021: LTG (Ret.) Michael Barbero
becomes Chairman. (PR Newswire) 11
February 2021: Energos Reno Project wins
the Outstanding Property Award London
12 January 2021: LOI signed iQ International AG.
in the Category of Property Development –
Environmental/ Sustainability, awarded to the
conceptual design of TerraScale’s Energos 13
Reno project. (Business Insider)
14 February 2021: Discussions commence with Fujitsu.
March 2021: Structured Finance provided an
Expression of Interest for PACE funding of the
Energos Reno Data Center. 15
(see due-diligence page)
16 March 2021: NeoCity selected for project site
(Osceola County, FL).
17
April 2021: Mark IV’s Victory Logistics District
selected for the location of Energos Reno project.
(PR Newswire)
April 2021: iQ signs Term Sheet with AEsir/
18 April 2021: Energos Japan initiated
(Wakayama, Japan).
ZAF to form a Joint Venture and build the first
commercial production facility for their new
NiZn battery technology, ideally suited to data
19
center applications. TerraScale will white label the
batteries and offer them globally.
20 May 2021: Land procurement for Energos Los
Angeles (Moreno Valley, CA) in process with JLL.
May 2021: All stock exchange agreements
executed and the Ad Hoc announcing the
intended amalgamation of TerraScale Inc and
21
iQ International AG.
Legal Representation:
Becker & Poliakoff retained (New York).
Squire Patton Boggs law firm retained (Global).
McDonald Carano LLP retained (Nevada).
7
TERRASCALE.ORG
TERRASCALE.ORG
Capitalization Schedule
NEAR & LONG-TERM FUNDING
The management teams of both iQ International AG Within the near future Hudson Capital as agent and Goldfingr as
and TerraScale Inc. believe that the merger of the two advisor, two highly respected investment firms, will arrange for the
companies into a combined TerraScale AG will have sales of at least $10 million of subordinated notes convertible into
all the elements for success for the benefit of their common stock of the company after the forthcoming shareholders’
shareholders, stakeholders, customers and society. meeting when increased conditional and authorized capital will be
available. Thereafter, major investment sources plan to invest at least
The recent and ongoing health pandemic has both
$100 million in equity into the combined company after final closing
accelerated existing trends and created new vectors
at the next AGM. The expected timeline for this is as follows:
of economic transformation. The confluence of these
tragic conditions has highlighted the tremendous
demand for critical digital infrastructure with a key Key Post-Merger Milestones
focal point being data centers. Thanks to the Internet
of Things, data centers are in high demand. This data • May 2021: Ad Hoc Announcement.
needs to be stored, processed, transported securely and • May 2021: Amalgamation Press Release.
demand is outstripping capacity.
• May/June 2021: Secure PACE Financing for data center projects &
THERE ARE 3 KEY ELEMENTS battery factory construction.
REQUIRED TO DELIVER ON THIS • May/June 2021: Timeframe for iQ to receive Term Sheets from
prospective purchasers/investors for the battery business and
OPPORTUNITY. selection of the final partner.
1. Strategic Vision: TerraScale AG presents a world first • June 2021: EGM to finalize changes in Board of Directors and Executive
combination of best-in-class green data centers, energy Management team. This EGM will also complete the amalgamation.
storage, power management and cybersecurity expertise. • June/July 2021: Convertible notes to be agented by Hudson Capital
Bringing these elements together under one “roof” will and advised by Goldfingr for at least $10 million – issued before the
create a next generation data center model that will end of June 2021 and fully convertible at the Annual Shareholder
holder meeting planned in the Fall of 2021.
be the most secure, energy-efficient and cost-efficient
data centers available globally. Given the large and • June/July 2021: Complete Joint venture Agreement with IntelGard.
accelerating demand for data center capacity combined • June/July 2021: Anticipated sale or control investment from third
with the ever growing cybersecurity and environmental party for iQ battery division - proceeds to be used to clear up current
concerns, this “green cloud” will become the new, liabilities and provide funding for the new business verticals.
necessary global standard. • June/July 2021: Partner exclusive due diligence period for selected
battery business financier.
2. Human Capital: The combined company will have a
team of the brightest and most experienced executives • July/August 2021: Timeline for Fujitsu and TerraScale to formalize our
Enterprise Service Agreement and Investment commitment.
with domain expertise in data centers, energy storage,
power and thermal management and cybersecurity. • August 2021: Anticipated sale of or control investment in iQ battery
business closed – proceeds expected to sufficiently cover and clear up
3. Financial Capital: The combined management team current liabilities and provide funding for the new business verticals.
has relationships around the world with Sovereign wealth
• September/October 2021: Senior equity financings in excess of $100
funds, Private Equity funds, REIT’s, large corporations,
million expected immediately after the forthcoming AGM.
major banks and investment banks who agree with and
• October 2021: Further debt and equity financings thereafter.
want to support this strategic vision.
• October 2021: Launch of Green Cloud & Cyber Security suite.
The combined management team is committed to taking
these three key elements to create a valuable, important, • October 2021: Planned timing to break ground on Ni-Zn battery
factory. $15 million equity investment to accompany 80% PACE debt
ethical and sustainable enterprise that create value for
financing.
shareholders, employees, customers and society.
• March 2022: TerraScale Breaks Ground on Project Energos Los Angeles
(Data Center).
• July 2022: TerraScale breaks ground on the NeoCity Renewable Energy
Park and Project Energos NeoCity (Data Center).
• September 2022: Project Energos Reno comes on-line.
• May 2023: Project Energos Los Angeles
• September 2023: Project Energos NeoCity.
8
TERRASCALE.ORG
TERRASCALE.ORG
Executive Summary
TerraScale is a green technology company that is iQ International AG is a multinational cleantech company publicly
reinventing the future of digital infrastructure. As data traded on the Regulated Market of the Frankfurt Stock Exchange with
demands continue to surge, climate threats mount and its global head office in Zug, Switzerland. The Company owns a world
cyber threats increase at unprecedented rates, TerraScale leading IP portfolio enhancing both battery performance and manu-
places green energy, digital infrastructure and cybersecu- facturing/recycling efficiency. It currently owns and operates a battery
rity at the center of its data center development projects manufacturing facility in Italy and has signed definitive agreements to
and solutions. acquire a second facility in South America.
By bringing together the best-in-class partners and iQ’s technologies won the prestigious Frankfurt Automechanika first
service providers across technology, green engineering, prize award in 2010 and the European Greentec Gold Medal Award in
cybersecurity, real estate, energy construction firms, and 2017. iQ secures the strategic PowerTech resiliency required for Ter-
more, TerraScale modernizes businesses and communi- raScale’s Project Energos and rounds out a vertically integrated Green
ties around the world- creating digital infrastructure that Cloud and IT services offering.
is future-proof.
Designed to deliver greener, smarter and secure access to
data, our projects accommodate the needs and demands
of businesses and communities of today and of the future.
TerraScale is focused on three key verticals:
TerraScale’s flagship initiative, Project Energos, is a global plan to
1. Digital Infrastructure (Data Centers & Transport) design, develop, finance, build and manage the infrastructure required
2. Green Power Infrastructure to accommodate our planet’s rapid increases in data usages, enable
(Generation & Battery Storage) a heightened response to emergencies and power our planet; all in a
resilient and sustainable fashion. Project Energos, plans to deploy 20+
3. Managed IT Services & Cybersecurity
data centers globally over the next 5-10 years.
TerraScale has its own suite of Cybersecurity products. This ambitious plan commences with Energos Reno, our pilot project
The intent of these IP products is to enable project stake- located at Mark IV Capital’s Victory Logistics District in Northern Nevada.
holders long-lasting exponential revenue streams and This parcel is located near major Polaris, Tesla and Apple facilities.
benefits attached to each in the form of labor and actual
product deployments. All born out of experienced gaps Currently ready to launch, Energos Reno introduces a data center with
and “pain points” within customer spaces. on-site renewable and zero carbon power to the area. Additionally, we
add in a flexible data center design. This proven modular design facili-
tates efficient, resilient and repeatable data center builds worldwide.
The conceptual design of TerraScale’s Energos Reno
project won the Outstanding Property Award London
in the Category of Property Development – Environ-
mental/ Sustainability.
Ongoing discussions with various leading data center - focused funds
across Asia are underway to explore a potential Op-Co / Prop-Co model
which allows us to rapidly scale to 20+ data centers globally.
In addition, TerraScale has put in place debt facilities with strategic part-
ners for the funding of the data centers.
9
TERRASCALE.ORG
TERRASCALE.ORG
iQ Business Transition IQ BATTERY DIVESTITURE iQ has been a developer of technology for automotive and power storage batteries for over two decades, and it was one of the first companies in the world to pioneer battery management systems. Many shareholders of the company have been invested for the entire period evidencing the dedication of the shareholder base. In that time iQ has successfully invented and commercialized some of the most valuable intellectual property for industry leading technologies that increase the performance and production efficiency of batteries, while at the same time reducing the cost. Yet, the market has not rewarded this with returns in line with the significance of its patent portfolio and accomplishments. Like anything that someone has been part of for an extended period of time, it is hard to change as it is natural to become attached. Transitioning iQ’s business from its historical path to one that is better aligned with today’s most exciting industries has been no different. Since stepping in at the beginning of 2019, the current executive team of iQ successfully up listed the company from the Berlin Exchange to the General Standard of the Frankfurt Stock Exchange as part of the plan to raise equity through its German Investment Bank and listing agent. In addition, the Company further developed its patent portfolio to 69 patents with more than 40 patents pending, bought the Italian battery factory (SIA), and negotiated to buy and signed share purchase agreements to acquire a second battery factory in South America. Further, iQ attracted and retained the most experienced and senior management team within the battery industry. All of these steps have been necessary to positioned iQ for success in the battery business, now requiring capital. Both the equity raise for iQ by the German Investment Bank and the second $131 million institutional financing were impacted, delayed, and lost due first to the COVID pandemic, which hit the Company three months after up listing and right before the German Investment Bank’s roadshow, and then later by the death of the Institutional Financier’s CEO and sole signatory. Regardless of the Company’s setbacks, iQ’s strategic up listing, superior battery technologies and renewable power expertise have made the company the ideal vehicle for TerraScale. Amalgamating with TerraScale presents an excellent opportunity for shareholders to participate in a rapidly growing sector around digital infrastructure and the evolving digital economy. In order to facilitate this transaction and ensure the combined business is free of balance sheet impediments and positioned strongly to execute on its business plan, iQ has decided to sell its battery business, including IP, or to bring in a control equity investor that has the wherewithal to take the business forward. Management believes these moves establish a foundation for the company to transition into a highly relevant industry that is extremely important for the future - one which garners a much higher stock price multiple versus lead-acid batteries - assuring a long-term viable investment for shareholders. The TerraScale founders have spent years preparing the necessary technologies and opportunities to make this possible, and the timing of this transaction to launch TerraScale to the public markets is ideal. Parties interested in iQ’s battery business will be buying or investing in a company that has a significant competitive advantage through technology over the incumbent leaders at a time when battery innovation and improvement in performance has finally caught up with iQ’s intellectual property. With the lead acid battery industry growing faster than experts expected, management believes the value proposition established from the past few years of work will be a compelling prospect. TERRASCALE.ORG 10
Forward Looking Financials
Single Unit Data Center Revenue & Profit Model
TerraScale Revenue, US$m
50
45
40
35
30
25
20
15
10
5
0
2023 2024 2025 2026 2027 2028 2029 2030 2031
Data Center Energy Royalties iStorm Renewables Infrastructure
Lease &Managed Services
Profitability Margins
50 90%
45 80%
40
70%
35
60%
30
50%
25
20 40%
15 30%
10 20%
5 10%
0 0%
2023 2024 2025 2026 2027 2028 2029 2030 2031
Total Revenue EBITDA Margin PBT Margin
The above charts are based on a model of a SINGLE 20+MW DATA CENTER. Based on TerraScale’s anticipated growth plans of building 20+ of
such Data Centers globally, our potential revenue is well positioned to exceed US$1B whilst continuing to maintain strong EBITDA margins.
EBITDA margins are expected to remain stable at ~80% given our lean operations and technology-driven operations that allow for rapid
global scalability.
Management is highly confident about the above financial profile given that we have already secured DC Load commitments of 20MW+ and
have also built up a strong pipeline of Leasing partners.
Following the merger with iQ, Management expects exponential growth on the back of a highly synergistic combined business which allows
TerraScale to integrate upstream through the use of energy efficient and safer batteries to enable the Data Centers.
Data Centers are one of the fastest growing markets for energy storage products and services, The global data center Uninterruptible
Power Supply (UPS) market size alone has surpassed $6 billion and anticipated to expand at a CAGR of 7.3%. The lead acid battery segment
accounted for more than 95% of the market in 2017, followed by the lithium ion. We intend to disrupt this market place, and in turn capture
a large portion of it, with NiZn battery technology and present the UPS market with a better performing, higher energy density battery
foundation, reducing costs, extending lifespan and servicing a wider range of applications.
TERRASCALE.ORG 11Key Senior Management Lieutenant General (Ret.)
Post-Amalgamation Michael Barbero
Chairman
Dr. Joseph Stanislaw
Board Member
Danny Hayes
CEO & Co-Founder
Colonel (Ret.)
Mark Schonberg
President
Soheila Yalpani
COO & Co-Founder
Mike Coleman
CTO of Critical Infrastructure
Matt Iannelli
CTO of Cybersecurity
Kevin T. Loman
CEO of Battery Division
George M. Weiss
Senior Advisor & Board Member
Christian Katz
Board Member
Roland Koch
Board Member
TERRASCALE.ORG 12Strategic Partners
TerraScale has assembled a world class team of engineering, financial, technology, real estate,
architecture partners to achieve its goals. TerraScale’s committed partners and service providers are:
AMBRI: Will provide phase 1 testing prototypes and phase 2 backup battery power (250MWh)
utilizing their battery storage technology backed by Bill Gates.
AXELINNO: With clients such as Boeing, Campbells, and Bank OZK Axcellino provides potential
future institutional piple-line and a strategic partnership aimed towards advancing the green
cloud front-end and back-end capabilities.
CLOUD AUTHORITY GROUP: Located out of Nashville, Cloud Authority Group is a truly NextGen
Green Cloud that offers our cloud CloudVault & also our on-premise Edge devices.
EYP MISSION CRITICAL FACILITIES: Provides TerraScale with data center planning,
encompassing strategy, design, implementation, and operational advisory. TerraScale offices are
co-located globally within EYP offices to design and build green data centers.
FUJITSU: TerraScale is to partnering with Fujitsu via a commercializing agreement to jointly
develop and offer solutions and technology. This will include a global distribution.
JLL: Provides TerraScale with account management and colocation services. JLL also provides
data center single-tenant and colocation tenant sourcing solutions, with activities such as
analysis, pre-qualification, negotiation, contracting, leasing and facility management services.
JLL has signed an MSA with TerraScale to deliver between 10-20MW of load per year.
NEOCITY (Florida): Located near Orlando, Florida, NeoCity brings together talent from the
surrounding 4 major universities and international companies such as LG to form a Tech
Incubation Business Park that emphasises “smart city” technologies.
PARSONS: Will provide construction and engineering services to TerraScale projects. Provides
asset management, construction, consulting, engineering, operations, and more.
IBM: Provides industry-leading hardware and software infrastructure intended for scalable data
center deployments. TerraScale will leverage these services to power data centers deployments
nationwide.
ZAF ENERGY SYSTEMS & AESIR TECHNOLOGIES: iQ has entered an LOI with Æsir / ZAF to form
a JV that will manufacture Nickel Zinc (NiZn) battery’s which provide a uniQue combination of high
performance, long life, and unparalleled safety to deliver the lowest cost energy storage solution in
targeted market segments including data centers. The Ni-Zn chemistry is inherently safer than other
battery chemistries that have thermal runaway issues, and the Ni-Zn electrolyte is a nonflammable
alkaline, while lithium-ion electrolyte is comprised of a flammable organic solvent. NiZn batteries are
produced on predominantly lead acid battery equipment, and iQ has a team with deep expertise in the
building, operating and sales of lead acid batteries, which directly transfers to the NiZn business.
13
TERRASCALE.ORGRelevant Market Trends
Current market trends for each segment where TerraScale has product & service expertise
to opportunistically pursue:
COLOCATION: EDGE:
Due to IoT proliferation, the global market for edge
Global colocation data center market will grow from $31B
computing is set to capture a CAGR of 27.3% between 2017
in 2017 to $105B in 2026 at an anticipated CAGR of 14.2%
and 2023 to reach a valuation of more than $9.2B.
between.
–Market Research Future, February, 2019
– Zion Market Research, December, 2018
CLOUD: GREEN DATA CENTER MARKET:
In preparation for 5G mobile and wireless (IoT Edge), Cloud The global green data center market will be worth
Services Providers (CSPs) will implement digital infrastructure $221.4B by the end of 2022, with the demand expanding at an
with a revenue growth at a 25% CAGR to $42.1B by 2022. exuberant CAGR of 30.8% during the forecast period of 2014
–Research and Markets, January, 2019 to 2024.
–Transparency Market Research, July, 2018
HYPER CLOUD:
The global hybrid cloud market size was valued at $36.1B in
2017, and is projected to reach $171.9B by 2025, growing at a HYPERSCALE:
CAGR of 21.7% from 2018 to 2025. Digital Infrastructure-as-a- Global Hyperscale Data Center market is expected to grow
Service (aka Data Center-as-a-Service) is projected as one of from $20.2 billion in 2016 to reach $102.19 billion by 2023 with
the most lucrative segments. a CAGR of 26.0%.
–Allied Market Research, October, 2018
—Wiseguy Reports, December 2018
GLOBAL DATA CENTER MARKET:
(all types):
Global data center market (all types) will generate (total)
revenues of $174B by 2023, growing at a CAGR of 4% during
the five-year forecast period.
– Arizton Advisory and Intelligence, December 2018
TERRASCALE.ORG 14Due Diligence Contact List
iQ International AG FINANCIAL
Kevin Loman, CEO
+1 480-772-0955
Hudson Capital Advisors BD LLC
(Broker Dealer)
Bruce Raben
+1 310-691-8760
TerraScale Inc.
JPMorgan Chase
Mark Schonberg, President
(IQ Bank Accounts)
+1 712-355-8740
Jason Stringfield
+1-623-580-1557
Structured Finance
PARTNERS (PACE Financing)
Ambri Jean Dunn, CEO
Adam Briggs, CCO +1 760-304-4371
+1 732-403-7285
Valiant Bank
Axcellino (Switzerland)
Farhan Hussain, GM Stefano Nikolaidis
+1 817-966-1523 +41-562042084
EYP Mission Critical Facilities LEGAL
Brian Whelan, Managing Partner
+1 518-588-2959 Becker & Poliakoff
(New York)
Fujitsu Victor DiGioa, Chair, Corporate Law Practice Group
Dominic Lanaway, Head of Global Sales Mobility DX +1 212-599-3322
+1 (214) 616-7355
Howard Jiang, Of Counsel (SEC)
Goldfingr Investment +1 212-440-5985
Rob Charles, CEO
+1 347-861-5495 McDonald Carano
(Nevada)
JLL Leigh Goddard, Partner
Jason Bell, Vice President +1 775-788-2000
+1 203-641-4843
Squire Patton Boggs
IBM (Global)
Brian Duncan, Account Executive Brad Wright
+1 626-372-7985 Matthew M. Holman
ZAF Energy
Craig Wilkins, CFO
+1 509-939-9309 MEDIA INQUIRIES
Parsons Corporation
FINN Partners
Michael Chung, Vice President
Ryan Barr, Managing Partner
+1 310-279-7150
+1 212-302-5964
Cloud Authority
Brandon Sentell
+1 615-788-1855
PROJECT ENERGOS LOCATIONS
Economic Development Authority of Western
Nevada (EDAWN) (Energos Reno)
Stan Thomas, Executive VP l Business Development
+1 775-829-3731
Mark IV Capital (Energos Reno)
Evan Slavik, President of Real Estate
+1 949-509-1444
City of Moreno Valley (Energos California)
Mike Lee, City Manager, City Manager›s Office
+1 951-413-3020
NeoCity (Osceola County, FL)
Mario Pino
+1 407-745-1952
TERRASCALE.ORG 15Post-Amalgamation Business Plan Contact us: CA ADDRESS: CONTACT E-MAIL: 5855 Green Valley Cr. contact@TerraScale.org Suite 312 Culver City, CA 90230 IQINT.COM TERRASCALE.ORG
You can also read
