Post-Amalgamation Business Plan September 24, 2021
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Post-Amalgamation Business Plan
September 24, 2021
for Intended Recipients only
(09.24.21v37 Post-Amalgamation Business Plan - M)
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.
for Intended Recipients only
(09.24.21v37 Post-Amalgamation Business Plan - M) 2
Transaction Summary
FINANCIAL RESTRUCTURING & FUNDING
FUTURE ACTIVITIES
IQ International AG is currently subject to a Composition Moratorium. In
order to address capital and balance sheet issues, the iQ Board of Directors in
conjunction with the management of TerraScale has commenced multiple
initiatives. These include:
FINANCIAL RESTRUCTURING &
STRATEGIC TRANSFORMATION 1. The successful extension of the maturity of its principal senior lender.
2. Actively exploring recapitalizing its battery business in a variety of
TerraScale Inc. (Delaware, USA) (“TerraScale”) and iQ ways including debt financing, minority and majority control equity
International AG (Zug, Switzerland) (“iQ”) have signed investment, and outright sale.
Definitive Share Exchange Agreements to merge
3. Raising additional equity or equity linked capital.
their operations with the intent of revolutionizing
the green data center market. The joint company The Company believes that one or more of these initiatives will prove
successful. This will allow for the satisfaction of all of iQ’s liabilities and providing
presents a world-first combination of best-in-class
ample working capital to enable the clean transition into new business verticals
green data centers, secure private and public
and ensuring the execution of the attractive opportunities that TerraScale will
cloud solutions, robust energy storage (Batteries),
bring to the combined company.
innovative renewable power management,
and leading edge cybersecurity expertise and
technologies, all under one unified brand. PROJECT DEBT FINANCING:
A major component of the strategic initiatives going forward will be the
Bringing these elements together under one “roof” development of green, secure, cost efficient data centers. There is a well-
will create a next generation data center model that developed capital market with many providers of structured project financing
will be the most secure, energy and cost efficient for these highly valued assets. TerraScale’s management team, with its
data centers available globally. Given the large and collective decades of experience executing data center projects, is actively
accelerating demand for data centers combined with engaged and in the process of receiving structured finance debt proposals,
including in the form of PACE bond financing for qualifying US projects.
ever growing security and environmental concerns,
Property Assessed Clean Energy (“PACE”) financing is an innovative US
this “green cloud” will become the new, necessary,
government sponsored mechanism for energy efficient and renewable energy
global standard immediately following shareholder
improvements on private property. There are also many non-PACE project
approval, the combined company will be renamed
debt providers. Currently TerraScale has targeted multiple initial projects and
TerraScale AG (the “Company”) and will continue to
locations to utilize this approach.
be headquartered in Zug, Switzerland. iQ will remain
as our core brand for our various offerings.
Near-Term project pipeline:
At the consumption of the transaction, pending • Energos Reno: our pilot 100MW data center campus. Development is
shareholder approval, the new company will be under currently underway with construction anticipated to commence Q1
the leadership of TerraScale’s co-founder Danny 2022.
Hayes as CEO and retired Lieutenant General Michael • Energos Los Angeles: exploring the opportunity to acquire a building
Barbero as Chairman. in downtown LA. The building is located adjacent to One Wilshire,
and has the potential to be a top-tier data center alternative in the
TerraScale AG intends to pursue large industrial Downtown LA market.
level battery prospectus work for the listing of the • Pipeline of multiple, global projects
TerraScale shares.
Ni-Zn Battery production campus:
Reno, Nevada - next to the Energos Pilot Data Center and also located in
Northern Nevada.
Equity Plan
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.
for Intended Recipients only
(09.24.21v37 Post-Amalgamation Business Plan - M)
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 include:
factory for the production of its NiZn battery. Advantages
Green Data Centers of Ni-Zn technology are numerous, especially to enterprise
power projects. Some of the key benefits of Ni-Zn technology
include:
The global green data center market will be worth $221.4B by the
end of 2022, with the demand expanding at an exuberant CAGR of
30.8% during the forecast period of 2014 to 2024. • The NiZn battery is ideally suited (Long life & high
-Transparency Market Research, July, 2018 density) to Data Center applications and is the lowest
battery CAPEX between Lithium, Lead-Acid and NiZn.
TerraScale is currently in the process of developing multiple data • Higher Energy Density vs Lead Acid (needing ½ of the
centers in the United States, as part of its global “Project Energos” batteries while offering 2x the life, consuming ⅓ of the
rollout. TerraScale’s data center will be the first large-scale low batteries over a 20 year period as compared to lead
carbon emissions Data Center via on-site power within the United acid).
States. Energos Reno will be the first data center campus to have • Fully and economically recyclable versus lithium based
on-site behind-the-meter renewable energy generation and batteries.
storage, providing backup and primary energy for times where • The chemistry allows for elevated temperatures
there is no sun, wind, or utility. 100% reliability built to government enabling co-location with power conversion/
standards with commercial flexibility. conditioning systems. NiZn retains its thermal stability
even when operating under high discharge rates.
• Energos Reno (Reno, NV): Project Energos • NiZn is safe, non-toxic, non-combustible, non-
commences with Energos Reno, our pilot project explosive, and RoHS compliant.
located at Renewable Energy Park, in the vicinity
• Highest IRR with a combination of performance,
of Hazen and Fernley in Northern Nevada. This
parcel is located near major Polaris, Tesla and reliability and cost, NiZn provides the best value
Apple facilities, the Energos Reno data center, proposition to data center owner/operators.
will be placed inside of a Special Purpose Vehicle
(SPV) which will be located inside of a designated Green Cloud
opportunity zone, this provides investors with
long-term tax advantages. Currently ready to • Our Green cloud platform leverages our partners
launch, Energos Reno introduces a data center proprietary technology, reducing data center
with on-site renewable and zero carbon power space, power, and cooling requirements in half. The
to the area. Additionally, we add in a flexible
technology allows our subsсribers tо hаve аt their
data center design. This proven modular design
disposal а virtual cluster оf соmрuters, аvаilаble at all
facilitates efficient, resilient and repeatable
data center builds worldwide. The conceptual times, from any location.
design of TerraScale’s Energos Reno project
• Together we can compete against the best cloud
won the Outstanding Property Award London
in the Category of Property Development – provider services globally while keeping the TerraScale
Environmental/ Sustainability. commitment to sustainability; we will be the fastest,
greenest, and cheapest cloud solution in the world.
• Energos Los Angeles (Los Angeles, CA):
• Our solution we be launched in multiple simultaneous
TerraScale is exploring the opportunity to acquire
Project Energos locations.
a building in downtown LA. This building is
located adjacent to One Wilshire, one of the top
three telecommunications centers in the world, Cooling Technologies
and has the potential to be a top- tier data center
TerraScale is commercializing an innovative and disruptive
alternative in the Downtown LA market. 13‐story
building with a basement originally constructed cooling technology with our partners, revolutionizing the
in 1913, with many updates, with more than 75,000 cooling-related aspects of building design.
sq. ft. of space. Features direct access fiber to One
Wilshire via five conduit line and one cage to One
Wilshire and is located adjacent to One Wilshire,
the most vital carrier hotel in the Western United
States and a key connection point to the Pacific
Rim. Seven Telco Carriers are currently installed in
the building. Further, existing customers represent
opportunity for initial revenue at the location.
4
Transaction Summary (cont.)
• Cyber Analyst Security Operations Suite (CASOS):
Cybersecurity Portfolio
A robust collection of tightly integrated DCO capabilities with
Technical Add-ons for Splunk, Industrial Control Systems
TerraScale possesses the exclusive rights to several (ICS) - Supervisory control and data acquisition (SCADA).
exceptionally effective and innovative Cybersecurity All capabilities are presented via a single dynamic user
products and solutions through its relationship with interface and further enabled by a robust yet intuitive security
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
and regression test framework for a variety of kafka-enabled
cybersecurity operations (DCO), collaborating with
data brokering solutions, a current commercial product gap.
fortune 100 companies and innovative start-ups. DLH
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
secured with quantum derived key sets.
challenges most consider too difficult to solve.
• Continuous Risk Innovative Secure Software Factory
Below are the first five cybersecurity products & (CRISS-F): A scalable secure microservices architecture,
models targeted for TerraScale’s commercialization and supporting robust DevSecOps workflows and automated CI/
distribution efforts with its large commercial partners. CD pipelines, able to address the coveted “cATO” accreditation
The intent of our initial product solutions is two fold: needs of the government and the security compliance-
first we will drive product and subscription sales while oriented commercial customer.
secondarily enabling long-lasting revenue streams • Business Process Integration Module (B-PIM): enables
and benefits attached to each of the five in the form decision authorities the ability of oversight to technical
of recurring integration and support labor (hourly frameworks, processes, solutioning code, and workflow by
leveraging the ontology of each as the authoritative source
or contract) and customer project focused product
for all relational data. This provides a foundation for effective
deployments (fixed labor). Our data center tenants
security overlays and methodologies typically difficult
will benefit from all Cybersecurity portfolio solutions
to employ within networks where behaviors are not well
as part of an inherent part of the data center security documented or predictable.
architecture.
for Intended Recipients only
TERRASCALE.ORG
(09.24.21v37 Post-Amalgamation Business Plan - M) 5
The TerraScale Story
In the midst of every crisis,
lies great opportunity. ALBERT EINSTIEN
Founded in March of 2020 in Beverly Hills, CA, TerraScale is a leading green
TerraScale In the News:
technology and infrastructure development firm that designs, engineers,
builds, and operates both large-scale, sustainable data centers as a service,
as well as smaller solutions co-located on premise, or at the edge. TerraScale
places sustainability, digital infrastructure and cybersecurity resilience at the
center of its value proposition: To jumpstart the future of digital infrastructure
by developing innovative, green solutions for the world’s most pressing energy
and digital infrastructure challenges transforming and disrupting the way the
world stores data.
As we migrate towards a future in which data is at the core of our commercial
and social realities, the threats to data storage and use, such as climate change,
cyber-attacks, population growth and public health crises are becoming more
abundant than ever. Recent events have only highlighted society’s heavy
reliance on fragile, inefficient and wasteful legacy systems and the need for
green, smart, secure critical infrastructure has never been greater. Additionally,
the global green data center market will be worth $221.4 billion by the end of
2022, with the demand expanding at an exuberant CAGR of 30.8% during the
forecast period of 2014 to 2024.
TerraScale is initially focused on three business verticals, Digital Infrastructure,
Green Power and Managed IT Services, enabling TerraScale to provide unique
solutions to pressing challenges worldwide. TerraScale is redefining data
centers by leveraging on-site and renewable power infrastructure, plus cyber
security, wrapped into one solution for commercial and government clients.
When it comes to green power infrastructure, TerraScale is able to deliver the
most globally commanding and market-making solutions available in the
world by defining, integrating and deploying the most advanced renewable
energy generation technologies, equipment and systems. TerraScale’s
cybersecurity suite allows for corporations to run smoothly while TerraScale’s
managed services team keeps data secure under lock-in-key.
TerraScale’s flagship initiative, Project Energos, is a global plan to
design, develop, finance, build, and manage the infrastructure required
to accommodate our planet’s rapid increases in data usages, enable a
heightened response to emergencies and power our planet; all in a resilient
and sustainable fashion. With a launch in Reno, Nevada this project is expected
to strengthen the region’s economic vitality and growth as well as new
employment opportunities. Upon completion, the Energos Reno project will be
the first large-scale carbon emissions-free data center via on-site power within
the United States.
TerraScale has also recently partnered with Fujitsu, a Fortune 500 Japanese
information tech company and team of Harvard doctors to transform how
the medical community looks at and secures proprietary data by creating a
CRM that allows for safer, more efficient storage of proprietary data as well as
improved efficiency in how healthcare providers connect with their patients in
a more efficient way.
In May of 2020, TerraScale and iQ International, a Sustainable Technologies
Company that manufactures and distributes highly efficient batteries and
is publicly traded on the Deutsche Brse (Frankfurt), signed Definitive Share
Exchange Agreements to merge their operations with the intention of For All of Our News Articles:
revolutionizing the green data center market. The union of TerraScale and iQ
will jumpstart the use of nickel zinc batteries rather than lithium-ion batteries
to make data centers safer and the extraction and mining process cleaner.
TerraScale’s ultimate goal is to unleash a new wave of critical infrastructure
development and solutions deployment, while bringing key partners to foster
innovation, economic growth, job creation and sustainability. At TerraScale, we
don’t want to just sell data storage, we want to grow and scale, partner with
innovative companies and expand our services and technologies.
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
October 2020: Renewable Energy Park site
06 chosen for Project Energos Reno.
November 2020: Collaboration Agreement with
Ambri inked. (PR Newswire)
07
November 2020: Hired Mike Coleman to become
08 Chief Innovation Officer (PR Newswire) and Col.
(Ret) Mark Schonberg as President.
(Yahoo! Finance)
November 2020: Master planning of Energos Reno
project completed by Black & Veatch, Stantec & 09
EYP Mission Critical Facilities. December 2020: The Private Credit Group of Goldman
10 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
December 2020: Technology and
Cybersecurity portfolio additions.
11 financing to support the construction of our Datacenter.
12 January 2021: LTG (Ret.) Michael Barbero
becomes Chairman. (PR Newswire)
January 2021: LOI signed iQ International AG. 13
February 2021: Energos Reno Project wins
14 the Outstanding Property Award London
in the Category of Property Development –
Environmental/ Sustainability, awarded to the
February 2021: Discussions commence with Fujitsu. 15 conceptual design of TerraScale’s Energos
Reno project. (Business Insider)
16 March 2021: Structured Finance provided an
Expression of Interest for PACE funding of the
April 2021: Renewable Energy Park selected for the Energos Reno Data Center.
location of Energos Reno project. (PR Newswire) 17 (see due-diligence page)
18 May 2021: Site evaluation and feasibility studies
for Energos Los Angeles in process with JLL.
May 2021: All stock exchange agreements
executed and the Ad Hoc announcing the 19
intended amalgamation of TerraScale Inc and
iQ International AG.
20 September 2021: Fujitsu MOU signed.
September 2021: Yates Construction MOU signed.
21
for Intended Recipients only
(09.24.21v37 Post-Amalgamation Business Plan - M) 7
Capitalization Schedule
The management teams of both iQ International AG NEAR & MEDIUM TERM FUNDING
and TerraScale Inc. believe that the amalgamation of TerraScale is raising a Seed Round of up to $10 million in the form of
the two companies into a combined TerraScale AG will Convertible Notes. Next, TerraScale intends to raise a Series A round
have the elements for success for the benefit of their of financing in the range of $25 to $50 million in the form of either
shareholders, stakeholders, customers and society. Common Stock or Convertible Securities. Hudson Capital Advisors
BD is the company’s agent and advisor. After the forthcoming
The recent and ongoing health pandemic has both
shareholders meeting and amalgamation, the authorized and
accelerated existing trends and created new vectors
conditional capital will be increased. Thereafter, major investment
of economic transformation. The confluence of these
sources plan to raise or invest at least $100 million in equity capital
tragic conditions has highlighted the tremendous
into the combined company after the final closing at the next AGM.
demand for critical digital infrastructure with a key
The expected timeline is as follows:
focal point being data centers. Thanks to all of the
many drivers of digital demand including, the Internet
of Things, data centers are in high demand. This data FORWARD LOOKING MILESTONES
needs to be stored, processed, transported securely and
demand is outstripping capacity. May 2021: Ad Hoc Announcement. (completed)
May 2021: Amalgamation Press Release. (completed)
THERE ARE 3 KEY ELEMENTS May/June 2021: Secure $500M PACE Financing
REQUIRED TO DELIVER ON THIS commitment for data center projects & battery factory
OPPORTUNITY. construction. (completed)
May/June 2021: Timeframe for iQ to receive Term Sheets
1. Strategic Vision: TerraScale AG presents a world first
from prospective purchasers/investors for the battery
combination of best-in-class green data centers, energy
business and selection of the final partner. (completed)
storage, power management and cybersecurity expertise.
Bringing these elements together under one “roof” will June/July 2021: Buyer exclusive due diligence period for
create a next generation data center model that will selected battery business financier. (completed)
be the most secure, energy-efficient and cost-efficient September 2021: Convertible notes to be issued before
data centers available globally. Given the large and the end of September 2021 and fully convertible at the
accelerating demand for data center capacity combined Annual Shareholder holder meeting planned at the start
with the ever growing cybersecurity and environmental of 2022.
concerns, this “green cloud” will become the new, October/November 2021: IQ EGM to finalize changes in
necessary global standard. Board of Directors and Executive Management team.
2. Human Capital: The combined company will have a October/November 2021: Upon the completion
team of the brightest and most experienced executives of the EGM, the sale of the battery division will be
with domain expertise in data centers, energy storage, consummated through a post-EGM Board Meeting,
allowing the transfer of the funds of which the proceeds
power and thermal management and cybersecurity.
will be used to clear all existing debt and provide
3. Financial Capital: The combined management team additional funds for TerraScale.
has relationships around the world with Sovereign wealth December 2021: Audit complete and closure of the 2019
funds, Private Equity funds, REIT’s, large corporations, and 2020 Financial years.
major banks and investment banks who agree with and
February/March 2022: AGM for the 2021 financial year-
want to support this strategic vision.
closing out the last chapter of financials reflecting iQ In-
The combined management team is committed to taking ternational, with everything onward reflecting TerraScale
these three key elements to create a valuable, important, performance.
ethical and sustainable enterprise that create value for Q1 2022: Completion of the Prospectus.
shareholders, employees, customers and society.
Q1 2022: Commence development of Energos
Reno project.
Q1 2022: Commence development of Energos Los
Angeles project.
Q2 2023: Project Energos Reno completed.
Q3 2023: Project Energos Los Angeles completed.
TERRASCALE.ORG
8
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 best-in-class partners and service iQ’s technologies won the prestigious Frankfurt Automechanika first
providers across technology, green engineering, cyberse- prize award in 2010 and the European Greentec Gold Medal Award in
curity, real estate, energy construction firms, and more, 2017. iQ secures the strategic PowerTech resiliency required for Ter-
TerraScale modernizes businesses and communities raScale’s Project Energos and rounds out a vertically integrated Green
around the world- creating digital infrastructure that is Cloud and IT services offering.
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 Renewable Energy Park.
holders long-lasting high growth revenue streams and
benefits attached to each in the form of labor and actual Currently ready to launch, Energos Reno introduces a data center with
product deployments. All born out of experienced gaps on-site renewable and zero carbon power to the area. Additionally, we
and “pain points” within customer spaces. 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.
for Intended Recipients only
TERRASCALE.ORG
(09.24.21v37 Post-Amalgamation Business Plan - M) 9
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 built up a strong pipeline of DC Load
commitments of over 20MW through our reputable Leasing partners.
Following the merger with iQ, Management expects robust 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 11Michael Barbero
EXECUTIVE CHAIRMAN
Post Amalgamation Org Chart
Keary (Danny) Hayes II
CEO
Soheila Yalpani Isais Medina III Mark Schonberg Bruce Raben Paul McCulloch David Lim
COO VICE PRESIDENT PRESIDENT CHIEF INVESTMENT INCOMING CCO INCOMING CFO
OF STRATEGY OFFICER GENERAL COUNCIL
Board of Directors Advisory Board
Michael Barbero Dr. Joseph Stanislaw
EXECUTIVE CHAIRMAN ADVISORY BOARD
Legal:
Keary (Danny) Hayes II Roland Koch
BOARD OF DIRECTORS CHAIR OF ADVISORY BOARD
Bank:
Dr. Umer Sayeed-Shah Christian Katz
BOARD OF DIRECTORS ADVISORY BOARD
Accounting:
Soheila Yalpani Dr. Max Narovlyansky
BOARD OF DIRECTORS ADVISORY BOARD
for Intended Recipients only
(09.24.21v37 Post-Amalgamation Business Plan - M) 12Relevant Market Trends
Current market trends for each segment where TerraScale has product & service expertise
to opportunistically pursue:
COLOCATION:
Global colocation data center market will grow from $31B
in 2017 to $105B in 2026 at an anticipated CAGR of 14.2%
between.
– Zion Market Research, December, 2018
CLOUD: EDGE:
In preparation for 5G mobile and wireless (IoT Edge), Cloud Due to IoT proliferation, the global market for edge
Services Providers (CSPs) will implement digital infrastructure computing is set to capture a CAGR of 27.3% between 2017
with a revenue growth at a 25% CAGR to $42.1B by 2022. and 2023 to reach a valuation of more than $9.2B.
–Research and Markets, January, 2019 –Market Research Future, February, 2019
HYPER CLOUD: GREEN DATA CENTER MARKET:
The global hybrid cloud market size was valued at $36.1B in The global green data center market will be worth
2017, and is projected to reach $171.9B by 2025, growing at a
CAGR of 21.7% from 2018 to 2025. Digital Infrastructure-as-a- $221.4B by the end of 2022, with the demand expanding at an
Service (aka Data Center-as-a-Service) is projected as one of exuberant CAGR of 30.8% during the forecast period of 2014
the most lucrative segments. to 2024.
–Allied Market Research, October, 2018 –Transparency Market Research, July, 2018
HYPERSCALE:
Global Hyperscale Data Center market is expected to grow
from $20.2 billion in 2016 to reach $102.19 billion by 2023 with
a CAGR of 26.0%.
—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 13GREEN. SMART. SECU R E.
Contact us:
Contact us:
CA ADDRESS: CONTACT E-MAIL:
5855 Green Valley Cr. contact@TerraScale.org
SuiteCA
312 ADDRESS: CONTACT E-MAIL:
Culver City, CA 90230
5855 Green Valley Cr. contact@TerraScale.org
Suite 312
IQINT.COM TERRASCALE.ORG
Culver City, CA 90230
for Intended Recipients only
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