TerraFuture Seed Syndicate r8.pptx

TerraFuture Seed Syndicate r8.pptx

• 1. Our Planet Our Future A Portfolio Approach to Invest in Nature-Based Solutions Opportunities, starting in Africa terrafuture.org TerraFuture

• 2. I believe that human activity has changed our Planet’s climate. I understand that afforestation, forest restoration, regenerative agriculture are examples of Nature-Based Solutions (NBS), which are the largest human-driven carbon sequestration sources available to mankind. I am interested in investing in high quality NBS for a financial return as well as climate mitigation, community co-benefits and biodiversity restoration. I am qualified or manage a qualified entity for investments in private equity financial products. I acknowledge that any/all invested capital may be at risk of loss. Self Qualification If you do not meet all of these criteria, this presentation is not intended for you. By continuing to read this presentation, you affirm that you meet all of these criteria.

• 3. Executive Summary ● Implementing Nature-Based Solutions, TerraFuture intends to protect, conserve, restore, and sustainably use more than 60.000 ha in 20 high-impact and high-integrity projects across 5 African countries, funded by verified and certified carbon and biodiversity credits. ● Through deep connections and profound collaboration with local faith & customary leaders, government, business, civil society, and science, TerraFuture has a distinct advantage in gaining access to land for its projects. ● The 10 projects will provide meaningful co-benefits to local communities. ● For early investors in these 10 vetted projects there is a projected 2X return in five years, offered for investment through a Seed Syndication. ● With this project, TerraFuture creates an effective and much anticipated vehicle that will be welcomed by the marketplace for Nature-Based Solutions.

• 4. The Essential Story ● Annual global investment in Nature-Based Solutions (NBS) currently totals more than $200 billion. Finance flows to NBS are expected to almost triple from current levels to reach $542 billion per year by 2030 and to quadruple to $737 billion by 2050.* ● At this point, however, the NBS investment marketplace cannot find enough vetted NBS projects to invest in. ● TerraFuture is a partnership of Our Planet Our Future, Verponts, and TerraFormation, who have innovated highly effective approaches to initiating NBS projects. These projects need Seed Funding to prepare them to receive the project finance and Carbon Offset funding offered by the NBS investment marketplace. ● Therefore, TerraFuture has produced a portfolio of pre-vetted NBS projects, which it is offering for investment through a Seed Syndication, with projected 2X returns in two years when the projects obtain funding from the NBS marketplace. *The State of Finance for Nature 2023, published annually by the UN

• 5. Photo: Ambalavao, Madagascar Current Bottleneck

• 6. CURRENT: ‘Investing’ in NBS is messy bespoke project origination Multiple stakeholders need to come together, but they are all structurally blocked from taking the first step Local Project Teams Seed Investors Carbon Offtakers Scale-Up Financiers But… But… But… But… Have forestry and ag expertise, hold lands, want to create community economic impact through NBS projects Do not have sufficient funds to start and scale projects on their own Have budget to purchase carbon credits, want highquality low-risk carbon Do not have decades to invest today and harvest carbon credits Have early-stage risk appetite and willing to invest small amounts to start projects that could become big Do not have NBS project sourcing pipeline and need to see a solid pathway to 15%+ IRR returns Have billions to invest in NBS over decades Must be able to deploy large amounts and be able to recoup a long-term market rate return

• 7. CURRENT: Project Origination Falls to “Unicorn” Developers Project Expertise Self-fund Early Stage Sell Carbon Structure Financings Successful NBS projects tend to be originated by entities that… ● Have proprietary access to suitable land ● Have project development (forestry, ag, carbon) expertise ● Have big enough balance sheet to start projects themselves ● Have the sophistication to pitch corporates, banks, and funds on carbon purchase contracts and structure financings Result: Handful of NBS carbon removals projects get started and registered each year

• 8. Project Development Chain of Dependencies $500K - $1.5M Seed Capital $10M - $15M Scale Up Capital $100M+ Offtake Purchase Feasibility Study Carbon PDD Training Seed Bank & Nursery Planting & Restoration Regen Ag Operations Forward Purchase Contract Carbon Insurance Ag Offtake Agreement Developer funds new project themselves – usually from balance sheet, sometimes with grants and donations Developer uses feasibility study to sell ex-ante forward purchase contract Developer uses purchase contract to secure project finance (usually debt) After all prior dependencies fulfilled, project can then proceed…

• 9. Current approach maximizes control but will not scale ● Long term commitment to a single project with uncertain outcomes. ● $tens-of-millions ticket size is in-between misfit – too large for NGOs and project operators; too small for financial institutions. ● Exposure to all project execution risks (e.g., non/under-delivery, jurisdictional, natural disaster, macro-economy, etc.). ● Returns in 10+ years (have to wait for trees to grow, carbon credits to be sold, and lenders to be paid back). Focusing on one project at a time… Benefits Risks ● Investor fully controls project design. ● Investor can perform deep underwriting, e.g., send a field team on-site. ● Investor meets local community stakeholders directly. ● Investor can directly claim SDG co-benefits and biodiversity gains.

• 10. Photo: Buipe, Ghana New Portfolio Approach

• 11. TerraFuture Portfolio Approach: Breaking the Log Jam Establishing a portfolio of 20+ NBS projects, with origination and oversight by TerraFuture Partners ● Specializing on early ‘seed stage’ NBS Projects. ● Sites with potential for high quality NBS carbon removal projects. ● Afforestation, forest restoration, agro-forestry, regenerative agriculture, etc. ● Local community engagement, capacity building, and benefits. Offering the opportunity to invest in the TerraFuture Portfolio through a Syndication, establishing a true investment vehicle for early stage NBS Projects ● Diversify risk management across geography, government jurisdictions, and environments. ● Once projects are in operation, sell rights to proven-feasible projects to long term operators. ● Generate returns quickly. ● Cash in, cash out. ● No operational entanglement for investors. NBS Investment Industry catalyst ● Bringing a large number of feasible projects to market in short time. ● Enabling financial institution specialists in project finance lending and carbon/climate/nature investing to participate.

• 12. Photo: Udzungwa, Tanzania Project Pipeline

• 13. TerraFuture Current Project Pipeline in Africa Ghana Togo Madagascar Zambia Tanzania The total carbon sequestration potential of the first 10 projects in our pipeline is, conservatively calculated, approximately 771,000 tCO2e per year and approximately 15,420,000 tCO2e over a 20- year period, on the basis of roughly 6,000 ha per project. GHANA – ZAMBIA – TANZANIA – TOGO – MADAGASCAR

• 14. TerraFuture Differentiation: Proprietary Project Pipeline Common Characteristics ● All committed sites are approximately 5.000-7.000 ha. ● Underlying MOU’s and Agreements with landowners. ● Support from relevant local stakeholders and government. ● Creation of new jobs and improvement in existing economic activities is projected. ● Tangible contributions to the health of the environment. Regeneration Development Criteria ● Partnership with landowners and local stakeholders, no land purchase price. ● Uniquely optimal NBS applied to each project. ● Projects generate substantial carbon sequestration. ● Projects are designed to benefit investors and local communities through carbon offsets and local economic development (e.g. agroforestry, regenerative agriculture, biochar, etc.). ● Projects produce both short and long-term financial returns.

• 15. Project Pipeline DAMONGO AREA, GHANA Landowner: Buipe Wura Abdulai Jinapor II, Paramount Chief of the Buipe Traditional Area. Proposed activities: Reforestation, agroforestry, tree orchards. High-level carbon revenue potential: 8.50 tCO2e per ha per annum. Direct social impact: Economic benefits to 14.000 people, including retraining and education. BUIPE AREA, GHANA Landowner: Buipe Wura Abdulai Jinapor II, Paramount Chief of the Buipe Traditional Area. Proposed activities: Rangeland management, grass plantations. High-level carbon revenue potential: 14.50 tCO2e per ha per annum. Direct social impact: Economic benefits to 8.000 people, including improved farming methods and the production of biochar. BATTOR AREA, GHANA Landowner: Adovor Family of Accra. Proposed activities: Various types of plantations, rangeland management. High-level carbon revenue potential: 11.00 tCO2e per ha per annum. Direct social impact: Economic benefits to 30.000 people, including the introduction of regenerative plantation activities.

• 16. Project Pipeline (continued) AMBALAVAO AREA, MADAGASCAR Landowner: University of Fianarantsoa, representing 19 Communes. Proposed activities: Rangeland management, reforestation, agroforestry. High-level carbon revenue potential: 9.00 tCO2e per ha per annum. Direct social impact: Economic benefits to 41.000 people, including improved farming methods. TANDJOUARE AREA, TOGO Landowner: Village Development Committee, representing villages. Proposed activities: Bamboo plantations, agroforestry. High-level carbon revenue potential: 17.50 tCO2e per ha per annum. Direct social impact: Economic benefits to 50.000 people, including retraining and employment. ANKARAMENA AREA, MADAGASCAR Landowner: University of Fianarantsoa, representing 19 Communes. Proposed activities: Grass plantations, agroforestry. High-level carbon revenue potential: 14.50 tCO2e per ha per annum. Direct social impact: Economic benefits to 11.000 people, including retraining and education.

• 17. Project Pipeline (continued) UDZUNGWA AREA, TANZANIA Landowner: Government of Tanzania. Proposed activities: Ecosystem restoration. High-level carbon revenue potential: 14.00 tCO2e per ha per annum. Direct social impact: Create Community Managed Forests for improved land use management and governance. KITAME AREA, TANZANIA Landowner: Government of Tanzania. Proposed activities: Ecosystem restoration. High-level carbon revenue potential: 12.00 tCO2e per ha per annum. Direct social impact: Education, empowerment, and conservation/restoration activities involving 3.000 people. SUI AREA, GHANA Landowner: Forestry Commission of Ghana. Proposed activities: Ecosystem restoration. High-level carbon revenue potential: 16.50 tCO2e per ha per annum. Direct social impact: Benefiting the lives of 5 forest communities settled inside the forest, empowering them to become forest protectors. NYIMBA AREA, ZAMBIA Landowner: Chief Nyamphande of the Nsenga people. Proposed activities: Reforestation, agroforestry. High-level carbon revenue potential: 11.00 tCO2e per ha per annum. Direct social impact: Economic benefits to 5.000 people, including smallholder farmers

• 18. Photo: Tandjouare, Togo Investment Opportunity

• 19. Seed Syndication Exit Strategy The pre-vetted NBS projects that receive funding from the TerraFuture Seed Syndication will use the Seed Funding to: ● Establish their feasibility. ● Complete their business plans. ● Begin operations. Once these steps are completed, the NBS projects are expected to be able to obtain funding from the current NBS investment marketplace through: ● Forward sale of Carbon Offsets. ● Project financing. Acquisition of next stage funding from the NBS investment marketplace will provide Seed Syndication investors with a secure exit strategy. Once its Seed Syndication has raised its funds and is in operation, TerraFuture’s next project to advance the NBS marketplace will be to take steps in the establishment of a whole NBS capital system that will include a Project Finance Vehicle and a Carbon Off Take Vehicle, ultimately enabling TerraFuture to supply all the financing that its NBS projects will need.

• 20. Seed Syndicate Exit Pathways $20M Syndication $500K avg investment x 40 seed pipeline projects Feasibility studies Carbon Project Design Descriptions 20 proven feasible highquality, high-integrity NBS projects $1.6M early exit x 25 projects $40M returns 5 years for total returns First returns est. 2 years First close: $5M Syndication (deployed to 10 pipeline projects in-queue, First In First Out returns, Right Of First Refusal on 2nd stage funding) Forward Purchase Contracts with Corporate Carbon Offtakers $260M Scale-Up Project Financing Agreements $5.3M rev. share x 25 projects $135M returns over 40 years

• 21. Deal Mechanics - Illustrative Example for Single Project Revenues: $0 $0 $0 $39.3M Corporate sale $56.9M OTC Market sale Incremental Investment: $500K $0 $10M $0 Deal Stage: Founding Proven Feasibility Scale-Up Financing Credits Delivery Year: 0 1-3 2-5 6-40 Take $1.6M payout at Year 5 vs. ROFR on Scale-Up Financing and $5.3M returns over 40 years TerraFuture Seed Syndicate Investors can choose TerraFuture makes $500K investment to fund feasibility studies and PDD verification. Corporate offtaker purchases all carbon credits for first 30 years at fixed price of $45/ton. (Works out to 89% of total 40 year credits issuances). DFI agrees to lend TerraFuture $10M to complete planting and development of carbon forestry project. To be repaid at 11% IRR. TerraFuture is agent of sale for 1.75M tons of carbon credits delivered over 40 year project period. Scale-up Lender repaid from Revenues. Profits distributed to local community stakeholders.

• 22. Based on Comparable Recent Real-World Experiences Deal: Founding Proven Feasibility Scale-Up Financing Credits Delivery Year: 0 1-3 2-5 6-40 Terraformation seed funded ReDAW Ghana mangrove restoration project from balance sheet. Grosvenor UK signed forward purchase contract for carbon credits at over $50/ton. Terraformation used part of forward purchase delivered ex-ante to fund scale-up of project. Terraformation is sole agent for sale of carbon credits. Ponterra seed funded Panamanian forest restoration, partially with grant. Microsoft signed forward purchase contract for carbon credits at over $50/ton. Ponterra used forward purchase contract to secure scale-up financing from Rubicon and Carbon Streaming. Ponterra is sole agent for sale of carbon credits. Mombak seed funded Brazilian forest restoration with equity financing. Microsoft signed forward purchase contract for carbon credits at over $50/ton. Mombak used forward purchase contract to create a proprietary scale-up fund for portfolio of Brazilian projects. Mombak is sole agent for sale of carbon credits.

• 23. Proof Points Against Key Risks In order to produce Seed Syndicate returns, TerraFuture needs to be able to sell carbon credits at $50+/ton and raise $260M+ in Scale-Up Financing Many corporate offtakers already purchasing highquality nature based carbon credits at that price point and even forming coalitions specifically to invest in more NBS carbon removals. Market analysts unanimously predict carbon credits prices to rise over next 40 years. TerraFuture’s Partners already have signed LOIs with multilateral development banks to explore Scale-Up Financing; project insurance providers to secure such financings; and have active leads with other governmental, corporate and private sources of Growth & Green Bond capital.

• 24. Seed Stage Risks Exposure Mitigation Returns dependent on successful Carbon Offset rights sale Similar deal structure to ex-ante commercial offtake agreements. Insurance coverage of non- or underdelivery and jurisdictional change can reduce risk for buyers. Corporate carbon buyers have suffered project volatility for years and have begun to form their own offtake purchasing consortia (e.g., Symbiosis) which will need to purchase project rights in high volume. Returns dependent on sufficiently high-price for rights sale Carbon credits price per ton is continuing to increase, driven by robust global demand as prevalence of climate-change events increases. Article 6, Section 4 of Paris Accord climate agreements will integrate voluntary and compliance market which should further spur demand. Site infeasibility Diversified portfolio ensures returns meet targets if even only 60% of projects prove feasible. Excessive risk in project selection TerraFuture Partners have a proprietary pre-screening methodology that includes in-country gov/faith/community involvement; plus TerraFuture members have skin-in-the-game by contributing their own projects. Project execution risk TerraFuture members are present in project development for life of the project. TerraFuture Collaborative members contribute project execution expertise. Local gov/faith/community stakeholders are directly involved in project planning and are major beneficiaries of long-term project success.

• 25. The Carbon Credibility Issue ● Questions about credits’ credibility have surfaced, especially with so-called ‘Avoided Deforestation’ REDD+ conservation carbon credits that global corporations purchased, worth hundreds of millions $. ● However, standards are improving rapidly and will reward and encourage active project developers focusing on high-quality credits – like TerraFuture. TerraFuture is Discernibly Different ● Our focus is on Regenerative Development and growing new trees & plants – afforestation, agroforestry – and not just conservation and avoiding cuts. ● Our Portfolio Approach does not rely on any single project for outcomes. ● Our business model aligns with NBS Carbon Removals: the fastest growing sector that has the potential to drive billions of dollars into climate solutions. ● Our projects have tangible co-benefits such as reducing health problems, enhancing water quality, and creating jobs – translating into social, environmental, and financial impact.

• 26. Nature-Based Solutions Growing With Carbon Markets ● Project activities that protect, conserve, restore, and sustainably use Nature. ● Re-growing and restoring forests is the largest carbon-absorbing climate intervention available to mankind. ● NBS projects integrate climate mitigation & adaptation, protecting Earth’s biodiversity, while providing co-benefits to local community. ● $2.1B revenues from nature-based carbon capture in 2023. ● $ trillions of NBS revenues over next 30 years. $1.3B Forestry and 2021 Land Use 1 20302 $30B $2B 20502,3 Revenue $1.05T Source: 1 Ecosystem Marketplace, 2022, 2 Taskforce on Scaling Voluntary Carbon Markets, 2021, 3 EY Net Zero Centre Report, 2022

• 27. Benefits to Investors Seed Stage Investors benefit because: ● Due diligence is simplified by investing in a portfolio produced by trusted Regeneration Developers using the same criteria for assessing each project. ● Risks are mitigated due to the portfolio effect – investing in a portfolio of projects with a diversity of project types and geographic locations. ● Only a portion of the projects in the portfolio need to succeed for seed investors to obtain their financial return. ● Investors receive their basic financial return when projects obtain scale-up financing, however Seed Investors receive on-going returns for the life of the project. Impact Investors benefit because: ● This Investment results in multiple bottom line returns by producing carbon-offset and financial returns as well as community benefits. ● Local communities benefit economically, environmentally, and in better quality of life. ● The climate benefits by producing substantial carbon sequestration. ● The field of NBS/Carbon Offset Investment marketplace benefits by catalyzing the establishment of an investment system that is the next stage of development for this market.

• 28. Photo: Ankaramena, Madagascar Who We Are

• 29. TerraFuture TerraFuture is a Partnership founded by three leading originators of NBS Projects: Our Planet Our Future ● Established in 2021 to engage Faiths, Customary Leaders, Civil Society, Government, and Business to address the intertwined crises of climate change and poverty. ● Pioneering a unique strategy for high-impact and high-integrity Regeneration Development in which land ownership does not change hands and the climate and the local community benefit. ● With approximately 250,000 ha of land in 3 African countries already originated for NBS Projects, validating the approach. Verponts ● Natural restoration project developer, founded by Hamet Aguemon, former Minister of Investment, Benin. ● Project collaborations throughout West Africa. Terraformation ● Venture-backed leading global natural restoration project accelerator. ● Currently training and incubating 29 forestry teams across Africa, Southeast Asia, and Latin America. ● Forward pipeline of over 700 teams and more than 2.5 million ha.

• 30. Land Access Capacity Building Project Financing Commercial Offtake TerraFuture Collaborative Collaborative Partners each contribute to solving supply bottlenecks Over 200K public and private hectares committed to TerraFuture pipeline across BJ, CI, GH, TG, GW, ZMB, MDG. Millions in exploration across SE Asia, Africa, and Latin America. Consortium resources cover science and implementation of full project lifecycle from seed to carbon, regenerative businesses, and civil infra. East Africa Seed Network for Restoration MOUs signed with regional development banks. Working on GCF Concept Note. Carbon forward purchases committed, insurance pending. Engaged with NASDAQ and ECOWAS to create regional standards based carbon exchange. Consortium members also cover ag, timber, traceability, and transparency.

• 31. TerraFuture is a first-of-kind partnership of faith leaders, customary authorities, government, finance and technology innovators, and scientific experts; creating a multi-generational investment and governance institution to achieve geo-scale Regeneration Development.

• 32. Thank you For more information and an in-depth conversation about TerraFuture and the Seed Syndication it is offering investors, please contact one of the Managing Partners: Paul van Engen: paul.vanengen@ourplanetourfuture.earth Hamet Aguemon: hamet.aguemon@hodariholding.com Yee Lee: yee@terraformation.com