Waste to electricity

1. PRESENTATION
CAPITAL AND CONSULTING PROPOSAL

2. GNOSIS PARTNERS OVERVIEW
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3. GNOSIS PARTNERS
GNOSIS PARTNERS
At Gnosis Partners, we see opportunities in infrastructure, but not in
the traditional sense. Rather than focusing on large centralised
projects that cost billions to install and take years to complete, our
focus is on modular, small footprint, decentralised solutions that can
deliver immediate impacts through technology. By working with highly
innovative partners we can deliver results to our community, our
environment and stakeholders.
The entrepreneurs with whom we elect to work are typically passionate,
solution focused, technical experts. Our highly expert consulting team
is focused on supporting them through flawless execution to bring
their innovations to market. We leverage our expertise, experience and
networks to add value to the partnership.
Gnosis Partners will focus on projects with the following characteristics:
 Infrastructure solutions where the primary value is in the outputs
rather than the assets themselves;
 Transportable solutions which have small footprint;
 Modular and replicable solutions that can be delivered quickly with
limited capital requirements for each unit;
“Creativity is just connecting things. When you ask creative
people how they did something, they feel a little guilty because
they didn’t really do it, they just saw something. It seemed
obvious to them after a while. That’s because they were able to
connect experience they have had and synthesise new things.”
Steve Jobs
 Collectively scalable assets to make them attractive investments;
 Highly profitable projects which will provide significant social,
health and environmental benefits.
While Australia will be the proving ground for many of these solutions,
our ultimate goal is to take the projects global, leveraging our
collective international contacts.
Innovation is not the sole domain of our entrepreneurial partners. We
have developed a two-part funding model which departs from the
traditional capital raising paradigm for entrepreneurial companies.
The first stage provides opportunities for short to medium-term
growth focused investors, and it funds the construction of a specific
asset. The second stage takes that asset into an infrastructure fund,
leveraging the income generated from selling the outputs, and sells
that income stream to long-term investors.
Gnosis: Gr.  investigation, knowledge, f.
Oxford English Dictionary
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4. Project
Asset
Even small infrastructure projects are incredibly hungry for capital. In a typical investment environment this will either slow
growth or dilute the founders – neither of which is good for investors in the long-term.
UNIQUE INVESTMENT MODEL
This two stage funding model segments investors into two
core groups, based on their risk appetite and expectations
of returns.
Group 1 – Venture Capital
The venture capital stage focuses on investors who are
looking for capital growth over the short to medium-term
(up to 3 years). The target returns are expected to be in the
range of of 20-30% per annum paid at the end of the term.
The venture capital funds the development of the
infrastructure assets.
Group 2 – Infrastructure Fund
The Infrastructure Fund focuses on long-term investors
looking for stable, consistent returns at above market rates.
Over time as more infrastructure assets are created the
scale of the fund increases. This is vitally important to
access institutional investors.
Infrastructure
Fund
Venture Capital
Venture capital provides short to medium-term funding, which is then
repaid when the asset is sold into the Infrastructure Fund. The capital can
then be recycled to fund the development of additional assets providing
repeat returns for Venture Capital Investors. In turn, growth of the
Infrastructure Fund provides investment opportunities for more and larger
long-term investors.
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5. COMPARISON TO TRADITIONAL MODELS
$8,696
$12,604
$385
$769
$1,214
$1,659
$2,115
$2,571
0 6 12 18 24 30 36
Months
Venture Capital Phase Options
(Thousands of Australian Dollars)
Asset Model 1
Asset Model 2
Capital
$6,000
Traditional Model
In a traditional equity investment model where investors might
purchase 20% of an innovation company for say $6 million, and
assuming that all profits after tax are paid out to investors over 3
years, the return to Investors over this period would be $2.5 million*.
This means that the return of capital will typically take more than
seven years.
In this scenario, in order to fund further systems to expand growth
rapidly, the innovation company would either need to take on debt or
more equity investors, neither of which are particularly palatable to
this client.
The Gnosis Model
The Gnosis model places the investors’ investment in a special
purpose vehicle which pays for the development of the asset. Once
the income streams have stabilised the asset can then be moved to an
infrastructure fund. The infrastructure fund then returns the initial
investors investment and profits.
The benefits are:
• The investment horizon is shorter (18-36 months)
• Potential profits are strong and anticipated to be around 25% per
annum
• There is the opportunity for investors to reinvest their capital to
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*Note these figures are based on the returns of the actual project – see page 14

6. GNOSIS STRUCTURE
Consulting
Group
Funds
Management
Venture
Capital
Keiretsu
Keiretsu is a business network composed of
manufacturers, supply chain partners,
distributors and financiers who remain
financially independent but work closely
together to ensure each other’s success. In
Japanese, the word keiretsu means
“group.” In business, the word is often used
as a synonym for partnership, alliance
or extended enterprise.
Gnosis Partners
Gnosis Partners is designed around that
structure, leveraging venture capital,
consulting and funds management as core
functions.
Venture Capital
The Venture Capital Fund is focused on
creating a funding engine that will drive
commercialisation and growth of
infrastructure based entrepreneurial
companies. It functions by pooling growth
focused investors, and using that pool of
funds in the construction of assets.
Consulting Group
The Consulting Group’s key function is to
provide support for clients, helping
ensure that they can maximise the
benefits of their innovations. This is
managed at three levels:
1. Strategic analysis: focusing on
providing strategic insights and
business model development.
2. Executive support: providing
specific support and expertise for the
entrepreneur.
3. Direct action; including tactical
actions that support growth – such as
business development.
Funds Management
The funds management team is focused
on managing the infrastructure funds and
selling the units in those funds to long-
term investors. This group will also
incorporate all compliance and licencing
functionality. 6

7. WHAT WE LOOK FOR IN A PROJECT
The major purpose of the Venture Capital Fund is to identify projects which leverage technology to find innovative and flexible
solutions for immediate needs. These solutions can be implemented globally.
Key Driver Description
Small transportable solutions • Small footprint
• Easily transportable (containerised)
Manageable resource
allocation
• Short delivery time frame
• Limited capital costs that can be reduced through scaled manufacturing
Modular & scalable systems • Drives the decentralisation of infrastructure
• Scalable by adding more units
Strong income streams • Focus is on contracted saleable outputs
• Income streams need to provide strong, long-term cash flows
Triple bottom line focus • People, planet & profits
Collectively scalable • The units must be able to be combined to create a scaled up offer to long-term investors
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8. Projects
Gnosis Partners has identified high value projects that can be
converted with the right strategy and expertise into high
growth business units. These are currently in various states of
readiness, with the Helio Converter being the first project to be
started.
1. Waste Management
The Helio Converter takes various wastes as inputs and then
converts that waste into usable outputs. This provides a dual
income stream making the project exceeding profitable.
2. Water Purification
A New Zealand firm design, this low cost water purification
plant provides clean drinking water for a small township. The
prototype is already commissioned and delivering clean water,
so the next phase is to commercialise the product for broader
distribution.
WHAT WE DO
Objective:
“We are creating a Venture Capital / Private Equity Fund to build innovative infrastructure projects that will have an immediate impact.”
3. Solar Energy Technology
This solar energy company has spent more than a decade
developing a new technology delivering both thermal and PV
(electricity) with their own battery technology. While the
domestic market is saturated, this technology can be
exceptional in the small scale commercial solar market.
4. Tidal Power Generation
While still in development, the tidal generation program is
being developed to create energy from the sea. Early
indications are promising. There is still significant investment
required for commercialisation.
5. Automated Car Parks
Traffic is becoming a significant issue in most urban
environments, an automated car parking solution provides an
opportunity to cater for increased vehicle numbers. A range of
technologies are available which can be delivered as required.
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9. GNOSIS TEAM
Mr Roger Allan
A veteran banker with more than 20 years of relevant industry experience. Throughout his career in several
financial institutions in Asia, he has worked in various positions gaining him a valuable understanding of
securities lending, equities, options & futures sales as well as asset management. For the last 10 years, Roger
has been a private banker advising ultra-high net worth individuals and family offices on investments and
wealth planning. Roger is an Australian national with strong family ties in Malaysia , holding a Bachelor of
Business degree in Banking & Finance from Monash University in Melbourne.
Mr Scott Barden
A management consultant and highly experienced senior leader, Scott has more than 20 years of experience a
range of industries. For more than 10 years he has specialised in strategy and product development, providing
invaluable experience in identifying innovative opportunities and leading their development. His experience
extends from operations, marketing and sales across financial services, petroleum, telecommunications and
energy. He has undergraduate degrees from Monash Universities and an MBA from RMIT.
Ms Deborah Upton
Wide ranging experience, with over 20 years in the property investment markets: direct property, unlisted property
vehicles, listed REITS; covering research, consultancy, corporate advisory, funds management and marketing.
Specialties: property securities markets with a focus on analysis, product design, funds management, capital
raisings, and training. University of Melbourne: BSc / BA (Hons), Mathematics, Computer Science & Ancient Middle
Eastern Languages.
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10. GNOSIS TEAM
Mr Peter Bellomo
Thirty nine years in the financial sector in roles of decision making and influence, principally involved in money markets, fixed interest
securities, equities and derivatives trading, domestic and international funding, documentation, asset/liability risk management and
general management. More recently, corporate, strategic and financial advisory work for mineral and agricultural resources, rural and
regional development, specifically agroforestry, straw to paper, wine and vineyards, and feed lot dairying, resources/energy,
communications and IT businesses, especially in the venture, development capital, pre- and initial public offering stage. Australian
Financial Services Licence (“AFSL”), Responsible Manager supervision of Representatives (including Corporate Authorised
Representative) licensees and ASIC reporting and general compliance.
Mr Scott Evans
An experienced decision and process design professional, bringing together a blend of Chemical Engineering
(University of Melbourne) and Decision Analysis (Stanford University) to deliver breakthrough innovation,
portfolio optimisation and maximise corporate performance.
Mr Andrew Fisher
MBA qualified and project management certified professional with a history of driving change and growth through setting sound
strategy, planning for results and actively managing change. Board level, general management and project management experience
in a range of industries: Agriculture, Civil Construction, Retail Energy, Health, Consumer Durables, Mining Services, Industrial
Wholesale Sales and Distribution. An operational and project centred leader who works collaboratively to find solutions to a wide
range of business issues from complex sales to business fundamentals. Demanding but fair in all dealings and believe that this is the
best way to ensure long term success. Strong strategic thinker passionate about making business more effective to enhance both
bottom and top line results. Adept in applying project management methodologies to define and manage large complex business
initiatives 10

11. HELIO WASTE MANAGEMENT SYSTEM
THE HELIO CONVERTER IS A SYSTEM THAT MANAGES WASTE IN AN ENVIRONMENTALLY FRIENDLY
FASHION, CREATING USEFUL OUTPUTS SUCH AS BIOCHAR, GAS AND OIL
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12. INTRODUCING THE HELIO CONVERTER
Overview
There is no such thing as safe "disposal" of waste. If landfilled, it will
contaminate the groundwater. If incinerated, it will cause serious air
pollution. When dumped in the ocean, it will cause great harm to
marine ecology. What is needed is a new technology that provides a
new solution to a growing problem.
The Helio Converter provides one such technology. Simply put, it
enables waste to be converted energy and other valuable
consumables. The patented technology heats waste to 400°C in an
oxygen free environment (no combustion), copying nature to produce
natural by-products. This is all done in a single shipping container,
enabling the technology to be moved as required.
Helio™ Technology uses
 Sewage as feedstock (and other bio-wastes as required)
 Small, modular and portable footprint
 Simple design
 Stable and proven engineered product
 Safe environmental process
 Solution as industry driver
 Sustainable long-term income streams
 Sequestration of carbon and carbon credit generation
Current Status
The first contract has already been secured with BUPA and
Anglicare, two of Australia’s largest aged care providers. Through
this contract Helio will be paid to manage their waste through its
patented and proven technology. Once the NSW project is
completed there are opportunities to expand the infrastructure in
aged care waste management though other states.
In addition to generating contracted income from managing the
inputs, the Helio Converter transforms that waste into useful by-
products.
 BIOChar – Fertiliser, industrial fuel and manufacturing
 BIOFuel – Industrial fuels and electricity generation
 BIOGas – Electricity generation
While sales of these products are uncontracted, there is an
established and open market for these items.
This investment is in the unique position of being paid both to take
the inputs and to produce the outputs. This duel income model will
drive returns for the venture capital investor returns.
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13. HELIO OPERATING MODEL
Contract Revenue Market Sales
Inputs Processing Outputs
Contracts have been secured with
BUPA/ Anglicare to process
thousands of tonnes of waste
each year.
Helio owns the technology, with
patents pending, and provides the
technical and operational expertise
to manage the project in the long
term.
“The Helio business model is sound because it allows for both inputs and outputs to generate income. With the first contracts
already in place, it means the first asset can begin generating income quickly”
Over $10 million
in revenue from
inputs and
outputs by
2017/2018
Contracted Revenue $350 per tonne
Volume 37.6 tonnes per shift
Revenue per Shift $13,160 per shift
Shifts 2 per day, 6 days per week
Annual Revenue $8.87 million
BIOChar Market Price $200 per tonne
Volume 15 tonnes per shift
Revenue per Shift $3,000 per shift
Shifts 2 per day, 6 days per week
Annual Revenue $2.0 million
The outputs, at least in the initial
stages, are to be sold on a
wholesale basis as BIOChar. Helio
will be responsible for the sales
and management of these
outputs.
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14. THE RETURNS IT WILL PROVIDE
2017-2018 2018-2019 2019-2020 2020-2021 2021-2022
Input Revenue $7,650 $8,869 $9,104 $9,259 $9,475 $9,637
Output Revenue $1,730 $2,006 $2,059 $2,094 $2,143 $2,179
Total Revenue $9,380 $10,874 $11,163 $11,353 $11,618 $11,816
COGS & GST -$3,003 -$3,482 -$3,574 -$3,635 -$3,720 -$3,783
Net Revenue $6,376 $7,392 $7,588 $7,718 $7,898 $8,033
Expenses -$1,148 -$1,331 -$1,366 -$1,389 -$1,422 -$1,446
EBITDA $5,229 $6,062 $6,223 $6,329 $6,476 $6,587
Depreciation -$458 -$500 -$500 -$500 -$500 -$500
Tax -$1,383 -$1,613 -$1,660 -$1,690 -$1,733 -$1,765
NPAT $3,387 $3,949 $4,063 $4,138 $4,243 $4,322
• Duel income streams
provide an ideal basis for
investment.
• Revenues can be
increased by scaling up
the number of shifts
provided.
• Management of inputs
will be contracted out,
and are accounted for as
COGS.
• Expenses are based on a share of net revenue and will cover finance, labour, administration and maintenance
• Depreciation is ten year and straight line and tax is at standard company rates.
Each Helio project provides an enormous opportunity for investor returns while still providing environmental
and social benefits.
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15. INVESTMENT MODEL APPLIED TO HELIO
Development Phase
Helio &
Gnosis
Helio 1
(Special Purpose
Vehicle)
Investors
Commercialisation
Phase
Infrastructure Fund
Long Term
Investors
Investment Model
The investment model is designed
to provide risk adjusted returns to
short-term and long-term
Investors. By offering scalable
investments, it reduces risk for
short-term investors via limited
capital exposure and for long-
term investors via diversification
of assets (and contracts) within the
Infrastructure Fund.
Venture Capital
Investors invest in a special purpose vehicle for the first of the
Helio Converter projects. Helio uses this capital to deliver the
systems along side the contracted revenue. Gnosis Partners
provides business support, financial controls and other strategic
consulting services.
Commercialisation Phase
The commercialisation phase commissions the system so that it can
begin delivering on the contracts already in place. Once sign-off is
complete the existing contracts can be increased to drive the
greater volume through the system.
This commercialisation phase continues to manage the project
stabilising the revenues and building a business case to sell the project
into the next phase.
Infrastructure Fund
Once the business model has been proven successful, the
commissioned asset is then transferred into the Infrastructure Fund. A
portion of this fund is then sold to long-term Investors seeking strong
income returns.
The cash from that transaction is then used to provide an exit to
Venture Capital Investors. Helio and Gnosis units remain locked in the
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The desired outcome with this investment is to build a long-term profitable relationship between Gnosis Partners and Investors, which can
develop decentralised, innovative, infrastructure projects both in Australia and internationally.

16. STRATEGY OVERVIEW - AUSTRALIA
Australian Strategy
Australia offers a unique opportunity to develop and establish the
Helio Converter and will form the basis of a launch into
international markets. With the contracts already in place for the
first system, it can be commissioned in as little as four months. The
operational procedures and the model for the roll-out of multiple
systems will then be refined over the next 12 months or so. In
addition, returns will be monitored to verify they are as expected
over the recommended investment term as outlined later in the
presentation. Leveraging the connection with core national
operators in the aged care sector, this operation can be extended to
other states providing 6-8 systems for the first stage of growth.
The second stage of growth will come from managing waste from
hospitals and medical centres. This waste is difficult to process by
traditional programs, but it can be managed effectively through the
Helio Converter.
The next focus is on the general sewage market. Here multiple
Helio Converters can be incorporated into an array, depending on
the scale required. The lead times on these projects are likely to be
long, but they will generate significant systems sales.
The final strategy focuses on more general municipal waste. While
there are a range of waste products that need to be managed at a
municipal level, the Helio Converter can be adjusted to suite
different categories. This can be achieved by putting multiple
systems in an overall nine system array.
Market Scale Time frame
Initial Project 1 single system Years 1-2
Aged Care Segment 6-8 single unit systems Years 2-4
Medical Waste 12-14 single unit systems Years 3-5
General Sewage 15-20 multi-unit systems Years 4-8
Municipal Waste 30-40 multi-unit systems Years 4-9
Operations
As a proof of concept the first project will develop and refine the
business support structure for the Helio Converter. This will
enable the systems and processes to be mapped and refined to
maximise efficiency. This ensures the model can be replicated
effectively, both nationally and internationally.
The operational management of the Helio Converter will be
largely contracted out, reducing capital costs and operations.
Outputs will be sold on a wholesale basis. In both cases the costs
will be directly related to scale and the number of shifts
introduced.
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17. STRATEGY OVERVIEW - INTERNATIONAL
International Strategy
The international strategy is a replication of the Australian
strategy, except working with local partners. The management
will be managed on a country licence basis, with the systems
initially manufactured in Australia. In the longer term
manufacture can be completed under licence in different
countries.
The systems and processes created by the Australian proof of
concept will be modified for each new market. Training, sales
and operational support will be provided in both the short and
long term.
The sales strategies will be dependent on the nature of each
market and the opportunities they present.
Market Sewage Systems
(Estimated)
Australia 45
South East Asia
Vietnam 172
Philippines 188
South Korea 100
Malaysia 58
Thailand 134
Indonesia 475
Middle East
Saudi Arabia 54
Oman 8
Egypt 158
The projected systems volumes are based on population and for
processing sewage only. These are all potentially enormous
markets for the Helio Converter.
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18. DEAL STRUCTURE
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19. DEAL PARAMETERS
Investment Required (AUD) $6 million Funds will be used to develop a Helio Convertor and prove systems, processes and
the business model ready for the sale of the asset
Time Frame 18-36 months This is dependent on the time required to stabilise the revenue streams and
establish the long term buyers
Structure Special Purpose Vehicle To segregate this investment in a clear an concise manner
Equity 20% of the SPV To participate, in preferential returns, in the growth funding part of the investment
Investment Returns 25% per Annum Based on returns from asset and projected value upon sale into the Infrastructure
Fund to be paid at the end of the investment period
Exit Strategy Sale of Asset Asset sold into an Infrastructure Fund which sources long-term investors
Additional benefits Growth Funding Capacity to provide repeat returns for investors, by re-investing in the early stage
development of new assets
Profit Priority Investors’ capital and profits are secured prior to payment of other investment
partners such as Gnosis and Helio
Risk Management Company exposure risk eliminated through asset based investment
Assets are only constructed once the Helio team has put together a project with
contractual arrangement for supply of inputs
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The deal parameters are based on a single asset put into a special purpose vehicle, with all the income associated with that SPV.
The exit strategy, through the infrastructure fund, will provide the investor significant returns on investment. The deal is
structured as follows:

20. VALUATION
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The valuation on the SPV is based on the Gnosis Funding Model, focusing on the long-term value created by each asset. The
valuation is based on the exit price set by the Infrastructure Fund.
Income Based on conservative forecasts (included), the net profit after tax by the end of year three
can be used as a basis for the fund income.
$4,063
Infrastructure Fund Yield The infrastructure fund will provide a strong yield to encourage long term investors to
invest. Typically, this is expected to be 7-10%, however for the point of valuation this will be
based on the highest yield figures.
10%
Fund Value The value of the fund is based on using the income from each asset and then dividing that
income by the yield rate.
$40,630
Net Present Fund Value There is a time cost of money which also has to be reflected in this investment, which in this
case is three years and the rate is matched to the infrastructure yield rate (10%)
$30,525
Valuation Assuming the investment of $6 million for the course of three years. Dividing the investment
by the net present fund value should provide an overall expectation investment valuation.
19.7%
The following assumptions have used to update the original modelling to ensure that the financials are conservative in nature and will
provide these returns:
• Operational capacity is sitting at under 60%, which will allow for the systems utilisation to be expanded as required
• COGS have been deliberately set with a 20% premium built into them to ensure that they cover costs
• Full equipment replacement costs are factored in to the financials to ensure that there is long term potential for infrastructure
investors
• Initial existing contracts can be expanded on over time, creating opportunities for the long-term development of these markets
• The pricing on the Infrastructure Fund is generous and can be reduced depending on the market