Mcg icct fund i

MEROE

CAPITAL GROUP, LTD.

The Innovative Clear Choice Technologies (ICCT) Fund

44 Wall Street, 12 Floor, New York, New York 10005

United States of America

Phone (212) 461-7136 Fax (212 461- 2223

[email protected]

Meroe Capital Group, Ltd. The State of the Art….….Business.

PLACEMENT REQUEST SUMMARY

PROJECT TITLE The Innovative Clear Choice Technologies (ICCT) Fund

PROJECT Meroe Capital Group, Ltd. (New York)

SPONSER

PURPOSE OF Capital Bridge financing facility to secure development of a state of

PLACEMENT the art synthetic liquid fuels production facility to execute current

purchase agreements, to provide certified grade liquid fuels at an

effective cost lower than the spot market price at the time for crude

refined liquid fuels and maintain a reliable supply of synthetic liquid

fuels to ICCT customers regardless of the available refinable crude oil

supply.

FINANCING Eighty Million Dollars ($80,000,000.00)U.S.

REQUEST

TERM OF Three (3) Years, with One (1) rollover to be determined upon

PLACEMENT a Thirty (30) month review.

INTEREST RATE Nine Percent (9%) annually, payable annually in arrears.

REQUESTED

FINANCING Managed Securities Account securing a Revolving Line of Credit Facility.

STRUCTURE

STRUCTURE The placement capital will be deposited into a Merrill Lynch account in

OF CAPITAL the sole name and control of the Lender/Investor. The funds will be

PLACEMENT invested in a diversified fixed income portfolio designed to preserve

capital. A revolving line of credit will be established equal to Eighty to

Ninety- Eight Percent (80-98%) for financing of the project development

and operations of ICCT.

DIRECTION OF The dividends stream from the securities portfolio under management

DIVIDENDS are the express property of the Lender/Investor placing this request.

CUSTODY The Line of Credit Capital to be held/retained in the account(s) of the

lender/investor under the direction ICCT to development and operating

allocations expenditures. ICCT does not require direct custody of the

funds.


COLLATERAL The line of credit capital directed to facilities acquisition will be secured

(Primary) by a first position lien to the subject refinery property asset in acquisition

during the term of the placement.

COLLATERAL Capital directed to project property acquisition will be recovered to the

RECOVERY of the property asset with construction placement.

Each operating fuel purchase agreement will be held in a separate escrow

slaved exclusively to said purchase transaction and UCC-1 liens to contract

escrows for credit line recovery.

PREFERRED The Project Sponsor (Meroe) herein offers a corresponding value of

STOCK ICCT preferred stock share certificates as an additional collateral security.

ALLOCATION The Lender/Investor herein will be provided ICCT preferred shares during

Secondary the term of the First Position Lien on the subject property. Said Shares will

Collateral automatically retire with the placement term.

PERMINENT Permanent financing will be placed post construction immediately through a

FINANCING range of permanent lending interest of Meroe Capital Group, Ltd.

ASSET VALUE The property selected for development currently reflects a market value in

RANGE the range of Sixty Million Dollars, ($60,000,000.)U.S. and upon completion

of development, One Billion, Nine Hundred Million ($1,900,000,000)U.S.

conservatively.

PROFITABILITY Nine Percent (9%) annually for the facility of the Line of Credit.

Variable Returns on investment portfolio of securities under management.

Substantial Reporting and Tax advantages

Dividends on ICCT preferred shares.

PROFITABILITY Negotiated Equity Share position on real estate asset(s) with an adjustment of the

(Optional) terms herein.

PROFITABILITY Optional Joint Venture interest on a per agreement basis with a further

(Optional Cont.) adjustment of terms and conditions herein.


PROJECT ICCT is building and will operate a Gas-to-Liquid (GTL) Synthetic Fuel

DISCRIPTION production facility that will produce high end liquid fuels using low cost

local resources –“Natural Gas.” The proven technology (Fischer-Tropsch)

uses a conversion process that turns natural gas into high quality eco-

friendly diesel, jet fuel, and naphtha at competitive, below market prices.

This first ICCT state of the art facility will be located in El Paso, Texas and

will produce 10 Million barrels of fuel per year. The plant will be fully

operational within three (3) years, or by the end of 2018.

PRODUCTION ICCT currently has signed a 10,000 bpd diesel agreement to deliver

PPRE-SALES (valued at $1.25 Billion over 5 years) and is negotiating a one (1) year fuel

Purchase Agreement valued in excess of $901M. Additional fuel brokers,

airport fuel suppliers, FBO’s and military agencies are prepared to execute

contracts upon start of construction.

REGULARITORY Government Regulations have created an increased demand for low Sulphur or

ENVIORNMENT otherwise “green” fuels. This “Green” demand coupled with the discovery

of massive natural gas fields has positioned synthetic fuel companies

unprecedented growth to the market place. ICCT has positioned itself to

flourish without said regulatory mandates (should they be relaxed) going

forward through its “state of the art” Gas-to-Liquid (GTL) conversion facility

that integrates existing and proven “Fischer Tropsch” technology with new

refining advances that will increase productivity and profitability.

The ICCT facility takes a low cost feed stock (natural gas) and economically

converts it into premium, finished selection of synthetic fuels.

MARKET ICCT is positioned effectively to meet the market demand for synthetic

DEMAND fuels are increasing from all sectors including private/commercial

airlines, military and all transportation industries. An effort has been

undertaken to certify various synthetic fuels for use in US and

international markets. The Commercial Aviation Alternatives Initiative

(CAAFI) in has succeeded achieving full ASTM certification for a

50/50 blend of synthetic fuels for use in civilian aviation platform, ICCT

processes is meeting this demand at effectively lower or competitive cost.

SUPPORTING We have a portfolio of documentation in comfort, intent and support of the

DOCUMENTS acquisition, development and operating interest ancillary to this matter. Too many

to list herein.


RISK ABATMENT Coordinated Management of Securities with the lender/investor.

Custody authority of line of credit account.

Review of target asset transaction in acquisition and development.

Direct placement of Line of Credit to/from escrow acquisition/refinance

accounts.

Title Insurance Companies as primary escrow holder to the acquisition

transaction.

First Position Lien instruments on assets held with Line of Credit Capital.

World Class Research & Support Firms.

MANAGEMENT Merrill Lynch Global Wealth Management

OF CAPITAL Mr. Craig Hacker

SECURITIES 1680 Market Street, Suite 2900

Philadelphia, PA. 19103

(215) 587-4745 [email protected]

PROJECT Meroe Capital Group Ltd.

SPONSER Ms. Phyllis Miller, President

44 Wall Street, 12th. Floor

New York, New York 10005


INVESTMENT Meroe Capital Group Ltd.

BANKING Mr. David Miller, CEO

DIRECTION 44 Wall Street, 12th. Floor

New York, New York 10005


END

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