Our Client is an engineering, construction and project management company established under the laws of the Republic of Indonesia, established since July 30, 2013. The main purpose is to provide alternative solutions in managing the turnkey project through delivering engineering, construction and project management team integrated in Client’s organization. We provide the project management and engineering services throughout the 4 phases of the project life cycle from concept, development, implementations to close-out the Client’s larger, complex, and high risk projects.

1. CAPITALIZATION
FOR
IRON ORE PROJECT
Presented by
PT. W2P MANAJEMEN BISNIS
Email : setiono@ilm.co.id, or winardi67@gmail.com
M. +6281315421509, Wa. +6287877687058
2018

2. Overview
Our Client is an engineering, construction and project management company established under
the laws of the Republic of Indonesia, established since July 30, 2013.
The main purpose is to provide alternative solutions in managing the turnkey project through
delivering engineering, construction and project management team integrated in Client’s
organization.
We provide the project management and engineering services throughout the 4 phases of the
project life cycle from concept, development, implementations to close-out the Client’s larger,
complex, and high risk projects.
Vision, Mission and Objective
VISION
To be one of world-class Engineering & Project Management based company dedicated to a
better world
MISSION
Providing the best values to the stakeholders through excellent services by empowering human
capital
OBJECTIVE
To be the market leader company on the integrated Iron Ore Mining Industry from Upstream to
Downstream, which is interconnected business.

3. Company Data
Company name : C/o and Under name PT. W2P Manajemen Bisnis
Mining Location : RT.02 RW.02, Dusun Liang, Desa Lalar Liang, Postal Code
84455, Kecamatan Taliwang, Kabupaten Sumbawa Barat,
Nusa Tenggara Barat Republic of Indonesia.
Taxes number : 31.808.184.1-913.000
Deed establishment : Date June 26, 2013 Number 79, Public Notary Mrs. INDAH
DUGI CAHYONO, SH.,M.KN.
Ratification : Ministry of Law and Human Right the Republic of Indonesia,
number AHU-41299.AH.01.01. TH 2013 dated July 30, 2013
Shareholder : 1. Mr. Sudi Hartawan
2. Mr. Rahmatullah
3. Mr. Fitrayuddin
Capital on Shares : US$. 1,106,750,000
Shares Value : 22,135,000 shares, US$. 50.00/share
Board Management : 1. Board Commissioner
a. Mr. Rahmatullah – President Commissioner
b. Mr. Fitrayuddin – Commissioner
2. Board Director
Mr. Sudi Hartawan – Director
Site Operation Ordinate Iron Ore :
No South Latitude East Longitude
1 08 : 43 : 24 116 : 05 : 02
2 08 : 43 : 06 116 : 05 : 02
3 08 : 43 : 06 116 : 05 : 35
4 08 : 43 : 24 116 : 05 : 35

4. Business Overview
IRON ORE
1. Mining
2. Drilling
3. Exploring
4. Smelting
JETTY PORT
1. Individual port to provide Iron Ore Product Export
2. Transit port from Australia to South East Asian Countries
3. Transit port from South East Asian Country to Australia
4. Transit port from Western Indonesia to Central and Eastern Indonesia
5. Shipyard or Docking Vessel
International Iron Ore Demand
China’s demand of Iron Ore

5. Index Demand for Iron Ore
Operation
Design, manufacturing and procurement of the main technology and equipment of main
processes, as well as commissioning and installation supervision can be carried out by the
Consortium of Companies.

6. Capital Raise
Capitalization will need US$. 221,350,000 (two hundred million three hundred fifty thousand
United State Dollars), to pay the following:
1. 25% of US$.221,350,000 = US$. 55,337,500 for purchase new equipment of drilling,
mining, and exploring Iron Ore Project.
2. 35% of US$.221,350,000 = US$. 77,472,500 for Shipping Iron Project
3. 40% of US$. 221,350,000 = US$. 88,540,000 for port project to provide Iron Ore
Distribution.
Shares in Company
Our Equity
Balance Sheet Plan
1. The value of our company’s land, plant, property and equipment is US$. 1,106,750,000
(one billion one hundred six million seven hundred fifty thousand United State Dollars).
2. The value of our company inventory US$. 44,270,000 (forty four million two hundred
seventy thousand United State Dollars).
3. Cash and cash equivalent:
3.1. Cash in bank US$. 22,135,000
3.2. Cash in hand US$. 6,640,500
3.3. Account receive able US$. 33,202,500
Total US$. 61,978,000
Detail Percentage (%) Value (#) Price/Share (US$) Total Amount (US$)
Company Shares 100% 22,135,000 50 1,106,750,000
Paid-Up 55% 12,174,250 50 608,712,500
Outstanding 45% 9,960,750 50 498,037,500
Total 100% 22,135,000 1,106,750,000
Land 500,000 2,000 1,000,000,000
Building 2,000 1,500 3,000,000
Equipment 250 15,000 3,750,000
Machinery 500 200,000 100,000,000
1,106,750,000
Detail Quantity Size US$./m2 Amount (US$)
Total

7. 4. Value of the company liabilities US$. 1,500,000 (one million fife hundred thousand United
State Dollar).
5. The company has not any debt.
6. Income Statement (Financial Statement)
6.1. The company’s gross revenue is US$. 77,472,500.
6.2. The company’s gross expense is US$. 19,368,125.
6.3. The company’s earning before taxes is US$. 58,104,375.
6.4. The company’s net income is US$. 46,483,500.
Our Offering
Offering or Sale Preferred Shares for 20% (twenty percent) shares:
20% (twenty percent) preferred shares of 12,174,250 (twelve million one hundred seventy four
thousand two hundred fifty) shares is 4,427,000 (four million four hundred twenty seven
thousand) preferred shares, for the price US$. 221,350,000 (two hundred twenty one million
three hundred fifty thousand United States Dollar).
Composition Shares
1. General Condition of Shares Composition
2. Table Capitalization
A capitalization table (or cap table) is a table providing an analysis of a company's
percentages of ownership, equity dilution, and value of equity in each round of investment
by founders, investors, and other owners.
In its simplest form, a capitalization table, or "cap table" as it is often abbreviated, is a
ledger that tracks the equity ownership of a company's shareholders. However, the term can
refer to the way in which any company keeps track of all of the relevant information related
to all of its stakeholders (including debt, convertible debt, option, warrant, and derivatives
holders) and their claims on the company.
Detail Percentage (%) Value (#) Price/Share (US$) Total Amount (US$)
Company Shares 100% 22,135,000 50 1,106,750,000
Paid-Up 55% 12,174,250 50 608,712,500
Offering to Investor 20% 4,427,000 50 221,350,000
Oustanding Shares 25% 5,533,750 50 276,687,500
Total 100% 22,135,000 1,106,750,000

8. Public companies primarily use transfer agents and a wide array of technologies and
systems to keep track of their stakeholder information and therefore it is uncommon for
public companies to refer to their stakeholder records and accounting as a "cap table."
Private companies typically have a much simpler capital structure and more limited
stakeholder accounting requirements. In the earliest stages of their development, private
companies may track their shareholders in a simple document or spreadsheet.
Cap tables are widely used by entrepreneurs, venture capitalists, and investment bankers to
model and to analyze events such as ownership dilution, issuing employee stock options, or
issuing new securities. After several rounds of financing, a cap table can become highly
complex.
Drawdown Planning
Board Management Composition Structure
1. Board Commissioner
a. President Commissioner – Investor
b. Commissioner – Local Partner
c. Commissioner – Local Partner
Percentage(%) Value(#)Shares Amount(US$) Percentage(%) Value(#)Shares Amount(US$)
CompanyShares 100% 22,135,000 1,106,750,000 100% 22,135,000 1,106,750,000
Paid-UpShares 55% 12,174,250 608,712,500 55% 12,174,250 608,712,500
NewInvestment(Investor) 20% 4,427,000 221,350,000
OustandingShares 45% 9,960,750 498,037,500 25% 5,533,750 276,687,500
100% 22,135,000 1,106,750,000 100% 22,135,000 1,106,750,000
BeforeInvestment
Detail
AfterInvestment
Detail Percentage(%) Capital(US$) Amount(US$) Remarks
Investment 100% 221,350,000 221,350,000 StandbyOnbankaccount
FirstDrawdown 25% 221,350,000 55,337,500 PurchaseEquipmentandMachinerytobeplaceonsiteproject
SecondDrawdown 35% 221,350,000 77,472,500 PurchaseHeavyEquipmentforshippingIronOreonsiteproject
ThirdDrawdown 40% 221,350,000 88,540,000 PreparationforallbusinessintegratedfromUpstreamtoDownstream
Total 100% 221,350,000

9. 2. Board Director
a. President Director – Local Partner
b. Director – Local Partner
c. Director - Investor
Financial Projection
International Price (US$) Vs Production Capacity Monthly
Investment (US$) Vs Repayment Investment
Dividends
Dividends are profit sharing for shareholders based on what they have. This division will reduce
the profit and money available to the company, but the distribution of profits to the owners is
indeed the main goal of the business.
Dividends can be put together into four types:
1. Cash Dividend : The most common method for profit sharing. Paid in cash and
taxable in the year of expense.
2. Dividend Shares : Quite commonly used and used in various forms, usually
calculated based on the number of shares owned. For example,
every 100 shares owned, 5 additional shares are distributed. This
method is similar to stock split because it is done by increasing
the number of shares while reducing the value of each stock does
not change the market capitalization.
Detail Volume Revenue (US$)
Int'l Price/MT Iron Ore (US$) 30 6,000,000
Production DMT 200,000
Int'l Price/MT Copper (US$) 2,500 125,000,000
Production DMT 50,000
Investment (US$) 221,350,000 Interest (US$) 13,281,000
Year Revenue (US$) Investment (US$) Repayment (US$)
1 131,000,000 221,350,000 46,926,200
2 131,000,000 174,423,800 46,926,200
3 131,000,000 127,497,600 46,926,200
4 131,000,000 80,571,400 46,926,200
5 131,000,000 33,645,200 46,926,200

10. 3. Dividend Property : Transferred in the form of assets. Dividend distribution in this
way is rarely done.
4. Temporary dividend : Side before the financial year of the Company ends.
Companies may not pay dividends, if in case the company wants to use profits for development
or business development.
Jakarta, May 13, 2018
PT. W2P Manajemen Bisnis
Business Advisor
SETIONO WINARDI, SH.MBA
Managing Partner

11. APPENDIX
1. Product Report Analysis

12. 2. Chemical Laboratory Report

13. Joint Venture Agreement
This kit includes tools and guidelines to assist you in drafting a joint venture agreement.
A joint venture is a mechanism by which two or more entities can combine to do business
together without the formality and commitment involved in forming a partnership or other
similar entity. The joint venture can be a useful tool for small businesses and large businesses
alike, affording the venturing partners with many of the benefits of partnership without many of
its liabilities.
While this kit is designed to assist you in preparing a joint venture agreement, you are advised to
consult with a competent attorney experienced in the law of joint ventures prior to executing any
agreement forming a joint venture.
This kit includes general information about joint ventures, as well as a sample joint venture
agreement with instructions.

14. Joint Venture – Information
Joint ventures provide businesses with an opportunity to form short-term, single-purpose
partnerships, thus deriving many of the benefits of strategic partnership without many of the
liabilities. Below is a general overview of the characteristics, advantages and disadvantages of
using a joint venture to accomplish your business’s goals.
To form the joint venture, the co-venturing partners contribute funds, goods or equipment at the
outset. The proportion which each partner contributes can be 50% each, or it can be in unequal
amounts, with one contributor providing a majority of the resources for the formation and initial
operation of the venture. The instructions that follow this overview provide general information
about formation and operation of a joint venture.
One of the benefits of a joint venture is its lack of permanency. As opposed to a partnership,
which can create a number of responsibilities, duties and obligations on the part of each partner,
a joint venture generally only obligates its partners to those specific duties and obligations set
forth in the Joint Venture Agreement. Further, joint ventures frequently have short, defined
durations. Many joint venture agreements provide for the venture to terminate and cease its
existence after only a few years. Such time-limited joint ventures represent less of a
commitment on the part of the partners than would a standard partnership.
Another benefit offered by joint ventures is that it allows companies to share expertise or
relationships with other companies to penetrate new markets, or to develop new products or
services, thus benefiting both parties. For example, smaller companies can join with larger more
established companies to share expertise and develop new technologies, affording the larger
company access to new research materials, while affording the smaller company additional clout
and market presence. Further, such strategic relationships can combine to decrease competition
in a particular market, making it easier for the partners involved to penetrate that market.
Joint ventures are frequently used when a domestic company wishes to enter a foreign market.
The joint venture structure allows the domestic company to seek a short-term, project-specific
relationship with a company within that foreign country. The domestic company then can take
advantage of the foreign companies local know-how and relationships, while the foreign
company gains access to relationships and expertise it might not ordinarily be exposed to.
It is worth noting that an exit strategy employed by many joint venture partners is for one partner
to acquire the other partner’s interest in the venture. This approach can work well where one
business has used the venture to experiment outside of its core business, developing a product or
service with another company whose expertise lies closer to the business conducted by the joint
venture.

15. Joint Venture Agreement - Instructions
This kit’s sample Joint Venture Agreement includes a basic framework for such an agreement,
setting forth in general terms the types of provisions necessary to establish a joint venture.
Below is a set of basic instructions that should assist you in completing the sample form to draft
your own joint venture agreement tailored specifically to the needs of your business.
Purpose
Joint ventures are generally formed to accomplish a specific purpose. Many are structured so
that they are only authorized to perform a specific function, and are prohibited from taking any
action outside of the course of performing that particular function. In the sample agreement
below, specify in detail the purpose that the joint venture is being established to perform.
Contribution
At the outset of forming a joint venture, the venturing partners must determine what each of
them will be contributing to the effort. The partners may contribute cash, equipment, or other
goods necessary for the operation of the joint venture.
While many joint ventures are formed with all parties contributing equal amounts of cash, the
parties may contribute to the venture in any proportion they choose. Determine what each
partner will contribute to the venture, and describe in detail the items, amounts and overall
percentage of total joint venture funds in the appropriate provision of the Joint Venture
Agreement.
Distribution of Profits
Frequently, joint ventures assign profits based upon the proportion of each partner’s original
contribution to the venture. However, the distribution of profits can also be apportioned based
on other considerations, i.e., the amount and/or types of services provided on behalf of the
venture by each partner.
Management
A joint venture is generally managed through the delegation of authority by the venturing
partners to a managing agent. There are many different options for how such a manager can be
structured. Ultimately, it is important to clearly establish who will have direct responsibility for
the day-to-day operations of the venture, to whom that person or entity will be directly
accountable, and who will be authorized to bind the venture. A common solution to this issue is
to establish a steering committee under the terms of the Joint Venture Agreement, with members
being drawn from each partner (often in proportion to the partners’ contribution to the venture,
i.e., equal partners would each appoint 4 members to an 8-member committee). The Joint
Venture Agreement might then set forth the terms under which the steering committee could
appoint a general manager or CEO to operate the day to day operations of the venture. Another
solution is to have the partners appoint a general manager directly, vesting decision-making and
oversight into an individual.

16. No matter what kind of management structure you choose, be certain to specify clearly the
person or entity that shall be authorized to bind the venture, and that shall be directly responsible
for the day-to-day operations of the venture.
Term
While many joint ventures are limited in duration, others are established with an indefinite
lifespan. The term of the agreement and of the venture itself should be discussed and agreed
upon by the parties prior to executing the joint venture agreement.

17. Joint Venture Agreement 1
JOINT VENTURE AGREEMENT
THIS AGREEMENT (the “Agreement) is made as of the day of , 20 , by and
between Indonesian Company, (the “First Party”), and
, a (entity type, if applicable, and state of incorporation/
registration/formation) (the “Second Party,” and collectively, the “Parties”).
WHEREAS the First Party is engaged in the business of Mining, Drilling, Exploring product
Iron Ore and also Port, Dockyard;
WHEREAS the Second Party is engaged in the business of (briefly describe Second
Party’s business) ;
WHEREAS the Parties wish to join together in a joint venture for the purpose of business expand
for Mining, Drilling, Exploring Iron Ore Product and also Port Business, Dockyard;
NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises,
warranties and other good and valuable consideration set forth herein, the Parties agree as
follows:
1. Formation. The joint venture formed pursuant to this Agreement (the “Joint Venture”) shall
do business under the name Indonesian Business entity and shall have its legal address at the
Republic of Indonesia. The Joint Venture shall be considered in all respects a joint venture
between the Parties, and nothing in this Agreement shall be construed to create a partnership or
any other fiduciary relationship between the Parties.
2. Purpose. The Joint Venture shall be formed for the purpose of Mining, Drilling, Exploring,
Export Iron Ore and also Port, Dockyard.
3. Contributions.
a. The Parties shall each make an initial contribution to the Joint Venture according to the
following terms:
i. First Party’s Contribution: 50% (fifty percent) of total funds contributed on the
Capital already paid on the Company or US$. 608,712,500.
ii. Second Party’s Contribution: 20% (twenty percent), or US$. 221,350,000.
b. A bank account at the bank of shall be established by
(the managing party; see Section 5 below) , into which the financial
contributions of the Parties shall be deposited, for use in the set-up, operation, and
administration of the Joint Venture.
c. In the event that the Joint Venture requires additional funds to be contributed to it by the
Parties, such additional contributions shall be made in the following proportion:

18. Joint Venture Agreement 2
(state the proportion that each Party shall be responsible for contributing in the
event additional funds are required)
.
4. Distribution of Profits. Any and all net profits accruing to the Joint Venture shall be held and
distributed to the Parties in the following proportion: (State the proportion of profits to be
received by First Party and Second Party)
.
5. Management. The Joint Venture shall be managed according to the following terms:
(Describe structure of management; procedures for appointing/selecting managers, including
chief executive officer or general manager; fees/compensation for managers, if any (See
instructions above for more details))
.
6. No Exclusivity. Neither Party shall be obligated to offer any business opportunities or to
conduct business exclusively with the other Party by virtue of this Agreement.
7. Term. This Agreement shall remain in full force and effect, for a period of ten years from the
date of this Agreement (the “Initial Term”). Upon the expiration of the Initial Term, the
Agreement shall be automatically renewed for successive periods of one year each (each, a
“Renewal Term”), unless either Party gives written notice of termination to the other Party at
least 30 days prior to (but in no case more than 60 days prior to) the expiration of the Initial
Term or of any Renewal Term. At any time, this Agreement may also be terminated by mutual
written consent of the Parties. If this Agreement either expires or is terminated, the Joint
Venture shall be terminated as well, and all Parties’ obligations under this Agreement with
respect to the operation and administration of the Joint Venture shall no longer have force or
effect.
8. Confidentiality. Any information pertaining to either Party’s business to which the other
Party is exposed as a result of the relationship contemplated by this Agreement shall be
considered to be “Confidential Information.” Neither Party may disclose any Confidential
Information to any person or entity, except as required by law, without the express written
consent of the affected Party.
9. Further Actions. The Parties hereby agree to execute any further documents and to take any
necessary actions to complete the formation of the Joint Venture.
10. Assignment. Neither Party may assign or transfer their respective rights or obligations under
this Agreement without prior written consent from the other Party. Except that if the assignment
or transfer is pursuant to a sale of all or substantially all of a Party’s assets, or is pursuant to a
sale of a Party’s business, then no consent shall be required. In the event that an assignment or
transfer is made pursuant to either a sale of all or substantially all of the Party’s assets or
pursuant to a sale of the business, then written notice must be given of such transfer within 10
days of such assignment or transfer.

19. Joint Venture Agreement 3
11. Governing Law. This Agreement shall be construed in accordance with, and governed in all
respects by, the laws of the State of ___________________, without regard to conflicts of law
principles.
12. Counterparts. This Agreement may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute one agreement.
13. Severability. If any part or parts of this Agreement shall be held unenforceable for any
reason, the remainder of this Agreement shall continue in full force and effect. If any provision
of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction,
and if limiting such provision would make the provision valid, then such provision shall be
deemed to be construed as so limited.
14. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in
writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight
delivery service, addressed as follows:
If to First Party:
If to Second Party:
If to Joint Venture:
15. Headings. The headings for section herein are for convenience only and shall not affect the
meaning of the provisions of this Agreement.
16. Entire Agreement. This Agreement constitutes the entire agreement between First Party
and Second Party, and supersedes any prior understanding or representation of any kind
preceding the date of this Agreement. There are no other promises, conditions, understandings or
other agreements, whether oral or written, relating to the subject matter of this Agreement.

20. Joint Venture Agreement 4
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and
year first above written.
FIRST PARTY
Signature
Print Name
Title
SECOND PARTY
Signature
Print Name
Title