Integrated Green Energy Solutions Ltd

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From the Prospectus

FOY is a public company that was incorporated in NSW on 16 December 1988 and has been listed on the ASX since November 1989.

Since 2008, FOY has been engaged in exploring for minerals in Papua New Guinea (PNG). FOY has held exploration licences in PNG during this period, exploring for gold, copper and iron. FOY’s primary asset during this time has been the iron sands project at Amazon Bay, 150kms south east of Port Moresby (Amazon Bay Project).

In early 2014, the Company embarked on a process of identifying a cash flow generating project or business. In July 2014, the Board identified the PTF Technology held by IGE and on 5 February 2016 entered into a Business Purchase Agreement to acquire the IGE Assets as part of the Acquisition.

Chairman’s Letter

Dear Investor

On behalf of the Directors, it gives me great pleasure to offer you this opportunity to acquire shares in Integrated Green Energy Solutions Limited, formerly known as FOY Group Limited (FOY or the Company). FOY offers the market a potential commercial solution to the international problem of post consumer plastics polluting our landscapes and waterways.

Since FOY released its original prospectus in November 2016, significant international opportunities have arisen necessitating a refocus of FOY’s priorities, including:

  • Substantial progress has been made in the USA for a Waste Plastics to Fuel (PTF) facility to be owned and operated jointly by FOY and GEP Fuel & Energy Indiana, LLC (GEP) which will process 1,500 tonnes per day (“TPD”) of Automotive Shredder Residue (“ASR”). Due to the proposed size and scope as detailed in the signed binding term sheet along with the anticipated scope and potential revenue generation, this project has been given a high priority by the directors of FOY. In March 2017, the Company announced the execution of an agreement where, FOY’s US subsidiary, Integrated Green Energy USA, Inc., will be paid to design and provide construction support for the facility, in addition to having a 50% ownership stake and management control in the company that will own and operate it.
  • FOY is now also in the process of preparatory work to commence site identification, design and construction of three sites in the UK and one in the Netherlands. As announced to the market on 28 April 2017, a conditional agreement for US$90 million has been executed with Structured Growth Capital, Inc, a company based in Philadelphia, USA, for the construction of these four sites. The Netherlands site is already permitted for a 100TPD plastics to fuel facility.
  • The above along with ongoing, positive business development work in Hong Kong, China, USA, Western Europe, Puerto Rico, Indonesia and other off-shore territories have led the company to enhance its international focus

FOY is a proud Australian company and is committed to helping Australia in its path to environmental maturity. However due to its typically low population density, relatively limited plastic supplies, lack of exposure to first world proven technologies and environmental solutions and the extended timeframes attributable to the local approval process has driven FOY offshore; a fact that is reflected in this new prospectus being issued to support the Company’s evolving international business model.

Subject to completion of the Acquisition, FOY will acquire certain business assets from IGE, including:

  • three technologies with full ownership and exploitation rights;
  • a completed commercial facility located at Berkeley Vale, NSW (“BKV Commercial Plant”); and
  • the transfer to FOY of an experienced management team capable of operating PTF commercially;

Acquisition

The technologies acquired by FOY are:

  • plastic fuel technology (PTF Technology);
  • biomass to energy technology (BTE Technology);
  • biomass to liquid fuels technology (BTF Technology).

Whilst IGE has not used the Technologies in a commercial capacity, the PTF Technology has been developed and tested extensively by IGE in a pilot plant facility. FOY now aims to be the first to conclusively prove the Technology on a commercial scale. The PTF Technology is considered the most readily commercialised of the three technologies being acquired as part of the Acquisition.

Following completion of the Acquisition and re-quotation of its Shares on the ASX, FOY’s main business undertaking will be to globally exploit the Technologies acquired as part of the IGE transaction and more specifically:

  • continue the progress made with GEP Fuel & Energy LLC and begin achieving revenue through the design and construction of the 1,500 tonnes per day ASR PTF facility being proposed for Indiana, USA;
  • design and construct three 200 tonnes per day plants on selected sites throughout the UK and one plant in the Netherlands via the utilisation of a proposed conditional US$90 million in debt funding. The board intends to obtain written confirmation from SGC allowing the use of these funds to include a site in the Netherlands.
  • continue to work with Australian authorities to introduce global proven technologies used in first world nations to address landfill with a desire to construct a facility in Australia; and
  • continue to undertake research and development with a view to enhancing the FOY technologies and to develop further technologies for commercialisation.

As consideration for the Acquisition, FOY will issue:

  • the Consideration Shares and Consideration Options to IGE Shareholders in their respective proportions; and
  • upon satisfaction of the Performance Target, the Milestone Shares and Milestone Options.

The Consideration Securities and Milestone Securities will be issued to the IGE Shareholders as restricted securities and FOY and the IGE Shareholders will enter into escrow agreements, which will preclude them dealing with those securities for two years from the date of Listing.

The Board considers that the PTF Technology presents a unique option to convert negative or low value end-of-life plastics into high value fuels throughout the World.

FOY’s intention is to maximise share price by rolling out the PTF solution in the listed jurisdictions via a model of:

  • Developing and protecting intellectual property;
  • Maintaining a high quality of safety, efficiency at all constructed sites;
  • Building the FOY brand;
  • Maintaining control of all plants in all jurisdictions;
  • Maintaining the Company’s core values; and
  • Generating strong cashflow and profitability at all sites.

The Acquisition is conditional on FOY re-complying with Chapters 1 and 2 of the ASX Listing Rules, among other things.

The Maximum Offer made under this Prospectus is an offer of 75,000,000 New Shares at an issue price of $0.20 to raise $15,000,000, which may be issued to professional, sophisticated, retail or unsophisticated investors (Maximum Offer).

The Minimum Offer made under this Prospectus is an offer of 32,500,000 New Shares at an issue price of $0.20 to raise $6,500,000, which may be issued to professional, sophisticated, retail or unsophisticated investors (Minimum Offer).

The purposes of the Offer is to raise funds for a range of projects and objectives, as identified in this prospectus, as well as paying transaction costs associated with the Acquisition and the Offer, and to assist FOY in re-complying with Chapters 1 and 2 of the Listing Rules and being readmitted to the Official List. The Offer is conditional on:

  • ASX giving in-principle advice that FOY has satisfied the ASX’s requirements for its readmission to the Official List;and
  • the completion of the transaction between Integrated Green Energy Limited and FOY.

There is a risk FOY will not satisfy these requirements and in this event the Offer will not proceed and FOY will repay all Subscription Amounts received. Further details of the Offer, including the purpose of the Offer and the use of proceeds, can be found in section 7.

This Prospectus contains detailed information about the Offer and FOY as well as the risks associated with an investment in FOY (including those risks set out in section 6). I encourage you to read this document carefully and in its entirety and seek your own professional advice before making your investment decision. If there is any matter on which you require further information, you should consult your stockbroker, accountant or other professional advisor.

On behalf of my fellow Directors, I look forward to welcoming you as a shareholder of FOY.

Yours sincerely

Paul Dickson

Executive Chairman

Integrated Green Energy Solutions Limited