Birch Island capital presentation

1. +
Birch Island Capital Inc.
Introduction

2. +Introduction
q Birch Island Capital Inc. (“Birch Island") is a merchant banking firm focused on investments and
advisory services in the natural resource, real estate, infrastructure, and diversified industry sectors
q Through three different service lines, Birch Island seeks to work in partnership with management
teams and/or holders of assets to create high impact international companies that become publicly
traded on the Toronto Stock Exchange.
q Birch Island has extensive experience in matching assets with strong management teams and boards
of directors, building a diversified and supportive shareholder base, and escorting those assets into
the public markets. Our expertise and relationships make us an ideal partner to work with
management teams and asset owners.
q A partnership with Birch Island will:
n Provide sufficient capital to fund initial technical evaluation, feasibility and development plan and
initial development/exploration capital
n Provide the technical team and industry expertise required to develop a go-forward plan to be
presented to investors
n Provide senior management and board of directors to represent the company in North America
n Create a strong shareholder base to support the company going forward
n Provide a mechanism to raise additional capital in the future at better valuations
n Provide additional options for future liquidity
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3. +
Overview of Birch Island Capital
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Actively managed private
equity investments
Take principle investment
positions in target partner
companies
Provide management and
board oversight to assist
partner companies in
their growth plans
Provide technical and
industry expertise where
needed
Guide partner company
through various stages of
growth to a liquidity event
in the public capital
markets
Fee for service consulting
services
Advise management
teams and boards of
directors on corporate
development strategies
and capital markets
initiatives
Birch Island executives
have many years
experience advising
international and
domestic companies on a
wide range of capital
markets activities
Significant advisory
experience in mergers,
acquisition, divestitures
and restructurings
Strategic alliance with an
OSC registered Exempt
Market Dealer (“EMD”)
Conducts the promotion,
distribution, buying and
selling of securities on
behalf of Issuer
Extensive relationships
with investment funds,
investment banks, high
net worth individuals and
accredited investors to
facilitate capital raising

4. Merchant Banking - Overview
q Birch Island’s objective is to combine access to capital, industry expertise,
and extensive capital markets experience to create significant value for
investors.
q Birch Island makes principle investments in partner companies to provide
seed capital needed to fund initial expenditures.
q Birch island takes an active management or board of directors role, where
needed, to assist companies with its development and growth
q Birch Island has a strong track record of forming and actively managing
early stage enterprises and developing them into strong public
companies.
Opportunity
Iden%fy
private
companies
or
assets
that
are
undervalued
or
require
capital
Formation
Take
ac%ve
role
in
management
and
board
in
forma%on
and
structuring
of
en%ty
Building
Iden%fy
and
build
experienced
management
teams
and
boards
of
directors
Planning
Work
with
management
to
develop
and
implement
strategic,
opera%onal,
financial
and
governance
ini%a%ves
Capitalization
Provide
appropriate
level
of
capital
for
companies
to
develop
and
grow
their
assets
LiquidityEvent
Pursue
a
liquidity
event
in
the
form
of
Ini%al
Public
Offering,
Reverse
Take-­‐
Over
or
sale
of
the
company
4
Previous Partners:

5. +Merchant Banking – Process
5
¡ Birch Island manages the following process on behalf of the partnership:
Create required
corporate
structure and
entities
• A Canadian holding company will own a foreign holding company, which will hold the assets
Birch Island
Investment
• Birch Island will be seeded in the company by acquiring shares in the Canadian holding company
Asset Vend-In
• Current owners/partners will vend assets into holding company in exchange for shares at an agreed exchange ratio
Corporate
Governance
• Current owners/partners will be designated representation on the board of directors and senior management
• Birch Island will propose additional board members suitable for a Canadian public company and work with partners
to determine the appropriate executive management team
Canadian
Private
Placement
• Birch Island will manage a private placement from a group of Canadian and US investors
• Capital raised to be earmarked for ongoing technical evaluation, scoping assessment, economic study and initial
capital expenditures
Go-Public
Event
• Canadian holding company to be listed on Toronto Stock Exchange through a reverse take-over of a public shell
company or IPO
Public
Financing
Round
• Birch Island will manage a public financing to shareholders for ongoing development purposes

6. +Merchant Banking - Value Creation
Security Amount Purchase Price
Current Owner/Partners Shares 40,000,000 n.a. (in lieu of properties)
Birch Island Shares 12,000,000 $0.05
Total 52,000,000
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Security Amount Purchase Price
Current Owner/Partners Shares 40,000,000 n.a. (in lieu of properties)
Birch Island Shares 12,000,000 $0.05
Private Placement Investment 40,000,000 $0.50
Total 92,000,000
Current Owner’sValue $20,000,000
Security Amount Purchase Price
Current Owner/Partners Shares 40,000,000 n.a. (in lieu of properties)
Birch Island Shares 12,000,000 $0.05
Private Placement Investment 40,000,000 $0.50
Go Public Round 30,000,000 $1.00
Total 122,000,000
Current Owner’sValue $40,000,000
Initial Capital Structure
$20,000,000 Private Placement @ $0.50
$30,000,000 Initial Public Offering @ $1.00
¡ The following illustrative example shows how the partners will recognize increased value in their holding
where subsequent rounds are done at higher prices
¡ Structured properly, shareholders can experience an increase in their holdings if each round of financing
is spent to add value to the assets and a valuation bump can be justified

7. Consulting & Advisory
q Birch Island executives have multiple years experience advising boards of
directors and management teams on strategic initiatives and financing
solutions
n Mergers and acquisitions
n Investor relations
n Capital markets strategies
n Board and management fiduciary responsibilities
q Clients retain Birch Island on a monthly retainer to provide ongoing
advisory services, or contract services for single projects on a one-off
basis
q Designed to augment a company’s existing management capabilites where
a full merchant banking partnership is not required
7
Previous Partners:

8. Capital Raising
q Birch Island has a strategic partnership with an OSC Registered Exempt
Market Dealer, Harbour Securities Inc., licensed to practice in the
securities industry in Canada
q Extensive relationships with institutional investors, high net worth
individuals, retail investors and investment banks to facilitate capital
raising for its clients
8
Previous Partners:

9. Executive Team
q Ron MacMicken, President, CEO
n Current President & CEO & Director of Santa Maria Petroleum (TSXV:SMQ), a public junior
oil and gas exploration company in Colombia;
n Director of Tolima Gold and Sintana Energy, both public natural resource companies in
Colombia;
n Director of Delavaco Properties, a private real estate investment company in Florida, USA;
n Former Managing Director, Investment Banking at Canaccord Genuity Corp. with a focus on
international oil and gas;
n Lead financier and financial advisor of in aggregate over $1 billion of oil & gas transactions
in the last three years;
n 14 years of capital markets and advisory experience in Toronto, London and Calgary, with
BMO Nesbitt Burns, Credit Suisse First Boston and National Bank Financial covering various
sectors and financial products.
q Steven Ridgeway, Managing Director
n Current CEO and Director of Delavaco Properties, a private real estate investment company
in Florida, USA;
n Formerly Director, Corporate Development at Fairfax Financial Holdings focused on
international operations
n Over 13 years experience in international capital markets across a number of industries
with BMO Nesbitt Burns and RBC Capital Markets
q Jesse Browne, Associate
n Bachelor of Economics degree from University of Manitoba.
n Former financial analyst at Manitoba Telecom
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10. +Toronto Stock Exchange
q The TMX Group consists of The Toronto Stock Exchange (“TSX”) and the Toronto
Venture Exchange (“TSXV”)
q The TMX is a world leading marketplace for natural resource issuers:
n Home to more of the world’s public resource companies than any other exchange
q Access to Capital
n Natural resource issuers raised over $20 billion in 2011
q Liquid Trading Market
n In excess of $500 billion of natural resources equity traded in 2011
q Trading and Investing Depth
n Strong equity culture in Canada
n Sophisticated institutional base with a deep understanding of natural resources
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11. +Summary
q Birch Island believes that there is an opportunity to bring high impact resource and diversified
companies to the Canadian and North American capital markets
q Birch Island is ideally suited to work in partnership to create the right corporate structure, install the
right board of directors and public company management team, manage financing activity, and act
as liaison with the Canadian investment banking and legal community
q A partnership with Birch Island will:
n Provide sufficient capital to fund initial technical evaluation, feasibility and development plan
and initial development/exploration capital
n Provide the technical team and industry expertise required to develop a go-forward plan to be
presented to investors
n Provide senior management and board of directors to represent the company in North America
n Create a strong shareholder base to support the company going forward
n Provide a mechanism to raise additional capital in the future at better valuations
n Provide additional options for future liquidity
11

12. + Partner Experience
Executives of Birch Island have been principal advisors in a wide range of financing and M&A assignments
Sale to:
March 2012
$20,000,000
Equity
Financing
March 2012
$11,000,000
Sale to:
January 2012
$33,000,000
Equity
Financing
October 2011
$7,000,000
Sale to:
December 2010
$170,000,000
Equity
Financing
December 2010
$51,000,000
Debt
Restructuring
November 2010
$20,000,000
Equity
Financing
July 2010
$50,000,000
Equity
Financing
April 2010
$40,000,000
Equity
Financing
March 2010
$20,000,000
Equity
Financing
October 2009
$46,000,000
Sale to:
October 2009
$100,000,000
Equity
Financing
October 2009
$65,000,000
Equity
Financing
December 2007
$5,000,000
Equity
Financing
March 2008
$25,000,000
Initial Public
Offering
June 2007
$80,000,000
Equity
Financing
January 2007
$12,000,000
Equity
Financing
November 2006
$8,300,000
Sale to:
September 2005
$105,000,000
Acquisition of:
July 2005
$40,000,000
Sale of:
October 2004
$565,000,000
Initial Public
Offering
September 2002
$193,000,000
Sale to:
December 2001
$1,300,000,000
Sale of:
September 2001
$506,000,000
Sale to:
April 2001
$395,000,000
Initial Public
Offering
June 2008
$51,000,000
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Secured Debt
Financing
June 2012
$25,000,000
Equity
Financing
January 2012
$12,250,000
Investment in:
September 2008
$20,000,000
Investment in:
April 2008
$11,000,000
Investment in:
June 2010
$217,000,000

13. +
Contact
Birch Island Capital Inc.
60 Harbour Street
Toronto, Ontario
M5J 1B7
(416) 943-0022
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