Return-Path: Received: from server.64xmedia.com by server.64xmedia.com with LMTP id +GHhFC6h4mIkLAAAdUq3JA (envelope-from ); Thu, 28 Jul 2022 10:46:06 -0400 Return-path: Envelope-to: directory@aicenergycorp.com, jwilson@aicenergycorp.com, rgrimes@aicenergycorp.com Delivery-date: Thu, 28 Jul 2022 10:46:06 -0400 Received: from mta-132a.oxsus-vadesecure.net ([135.148.117.230]:59235 helo=nmtao102.oxsus-vadesecure.net) by server.64xmedia.com with esmtps (TLS1.2) tls TLS_ECDHE_RSA_WITH_AES_128_GCM_SHA256 (Exim 4.95) (envelope-from ) id 1oH4m5-0002uk-TS; Thu, 28 Jul 2022 10:46:06 -0400 DKIM-Signature: v=1; a=rsa-sha256; bh=Io5hl2BJcUHKPoUqDLZCdq6WvyGfHW4OQL7qjc SuaIY=; c=relaxed/relaxed; d=webcom.xion.oxcs.net; h=from:reply-to: subject:date:to:cc:resent-date:resent-from:resent-to:resent-cc: in-reply-to:references:list-id:list-help:list-unsubscribe: list-subscribe:list-post:list-owner:list-archive; q=dns/txt; s=mail1; t=1659019159; x=1659623959; b=q1vZMZ6YekwocXJJaeielDHR2JFDdrxBX+lbeFyax eqEpR/+hH7GKkkGEs1jBetYOgNp3IhNSwgD8jiAwgRN9oXDUOA+NfxdY4pHrTEaajRdf+hA nICjhDgXZLnl34tsik99V3ggMe3V/S9MZcXMvwUHoQ2ZETtKab61j9lrTZQhAGduAboy9wd r0t/XA/Sj78Z2cv47CDCTVZIz5tTWp7p8H7SoPDeISqhD3HYFgWXfEGbgcTjZfMFEzLry4w B4fBHZ2+T5+igJe5pG1sE0UXKeXQIdWcS517pKBdMrqnrkxRDZ+RT4wOtTJt8gH/7cdWsoH zR7CrVpq6ivBgYbzA== Received: from proxy-16.proxy.cloudus.ewr.xion.oxcs.net ([24.230.175.2]) by smtp.oxsus-vadesecure.net ESMTP oxsus1nmtao02p with ngmta id 1edef861-170605228e41127c; Thu, 28 Jul 2022 14:39:19 +0000 From: "Kathleen Spilman, P.E." To: Cc: "Kris Keller @Keitu" , "Roger Grimes @AIC" , , "'John Melk'" References: <6070CCF5-0CCB-5E4A-8354-C99690B03CBF@hxcore.ol> In-Reply-To: <6070CCF5-0CCB-5E4A-8354-C99690B03CBF@hxcore.ol> Subject: RE: (REQUEST KEITU TO ASSIST) MARATHON FOLLOW UP QUESTIONS TO JIM AT GSS Date: Thu, 28 Jul 2022 09:41:58 -0500 Organization: Keitu Engineers & Consultants, Inc. Message-ID: <002001d8a290$31bdc3e0$95394ba0$@keitu.com> MIME-Version: 1.0 Content-Type: multipart/alternative; boundary="----=_NextPart_000_0021_01D8A266.48E7BBE0" X-Mailer: Microsoft Outlook 16.0 Thread-Index: AQD+Vp8hXC+fd0fMHD73hh9m5zDJHwKMNDMCrzLELWA= Content-Language: en-us Authentication-Results: oxsus-vadesecure.net; auth=pass smtp.auth=49@428034 smtp.mailfrom=kspilman@keitu.com; X-Spam-Status: No, score= X-Spam-Score: X-Spam-Bar: X-Ham-Report: X-Spam-Flag: NO This is a multipart message in MIME format. ------=_NextPart_000_0021_01D8A266.48E7BBE0 Content-Type: text/plain; charset="utf-8" Content-Transfer-Encoding: quoted-printable 1. TIC not finalized =E2=80=93 likely late August 2022 =E2=80=93 And = John Melk or John Lee to answer the second part of the question 2. The short answer is yes. Keitu has developed a financial model to = represent the operation at the plant with a fair level of operational = expenses detail provided. Our model has been validated by at least = three outside organizations, most notably Leidos as =E2=80=9Cindependent = engineer=E2=80=9D which is a requirement for a Program 9003 USDA loan = guarantee. We have forecasted out to the term of the USDA loan guarantee = =E2=80=93 20 years =E2=80=93 so things like catalyst life / changeouts / = downtime each year are all included. ICF has also checked the model, = although their specific focus was on the embedded CI / LCFS / carbon = credit production and forecasted revenue. The lead bank has also seen = it and has requested no changes. Anticipating a follow-up question to = this one, the release of specific data should be handled through the AIC = staff. I would suggest the latest revision to the business plan or = feasibility study be the easiest form to get something to you quickly, = should you desire. 3. This is a R-Grimes question. The last I heard was start-up was = projected 4th quarter 2024. I believe the longest lead time item = identified to date is 69 weeks (the PSA). 4. We have all =E2=80=9Csiting=E2=80=9D permits. The only constraint is = for us to start construction by December 1, 2022 per the county site = =E2=80=9CConditional Use Permit=E2=80=9D. Degrubbing the site and = installing the tie in for the stormwater outlet does meet the = county=E2=80=99s definition of =E2=80=9Cstart construction.=E2=80=9D = Only 2 operational permits remain - The air permit application/permit to = construct went in in early June after 3 pre-applications with the state = officials at ND DEQ. They saw the M&E balances before it went in and = agreed with us we should qualify for a synthetic minor air emission = permit. We expect a draft permit to be published in September with a = permit in hand in December 2022 or sooner. The specific inquiry seems = to suggest the realization that the air permit needs to be in hand = before any construction related to the process units or tankage begins. = ISBL/OSBL site construction is slated to begin as soon as Spring 2023. = So the air permit is expected to be in hand for several months before = that date. The wastewater discharge permit application went in in late = June 2022 after a pre-application with their staff as well. It has = actually floated to the top of the desired ND DEQ=E2=80=99s staffers = workpile this week. We will hear shortly if there is anything = =E2=80=9Cmissing=E2=80=9D from the application. We do have one issue = remaining in the wastewater design which may or may not need to be = addressed with more equipment. But that will be resolved before the TIC = estimate is issued in late August. A tweak to the application may be = necessary before a draft permit is issued for public comment =E2=80=93 = but we are very comfortable that the permit will be in hand April 1, = 2023 or sooner =E2=80=93 and that permit is necessary only before start = operations. the facility.=20 =20 =20 From: Jennifer Wilson =20 Sent: Wednesday, July 27, 2022 12:32 PM To: kspilman@keitu.com; jmelk06@icloud.com Subject: (REQUEST KEITU TO ASSIST) MARATHON FOLLOW UP QUESTIONS TO JIM = AT GSS =20 KATHYE, WOULD YOU PLEASE ASSIST AND ANSWER THE BELOW QUESTIONS RELEVANT TO = KEITU? THANK YOU! =20 Jennifer Wilson Executive Administration Manager Phone: 702.685.1118 =20 Direct: 702.782.3580 Email: jwilson@aicenergycorp.com 2840 S. Jones Blvd. Ste 1 Las Vegas, NV 89146 www.aicenergycorp.com =20 =20 =20 _____ =20 From: Jim Pappalardo > Sent: Tuesday, July 26, 2022 12:12 PM To: John Melk >; JOHN D. = LEE Attorney >; = Jennifer Wilson > Cc: MARK REIDY - KILPATRICK TOWNSEND & STOCKTON = (mriedy@kilpatricktownsend.com ) = > Subject: Marathon follow up =20 Good afternoon all. As I continue background work with Marathon to try = and get them fully engaged, I received the following note from them = today. Please see below and advise: =20 Jim- There were a few outstanding questions that were waiting on the = financial model from EnGlobal which was estimated at 6-8 weeks. Has this = been completed? If so, can you provide an update on the following? =20 1. Has a TIC been finalized?=20 1. What value is AIC asking from MPC?=20 2. Is there an estimated number for Opex? 3. Has a timing been finalized for the project?=20 4. What is the status of the air permit? Are there any other permitting = constraints?=20 =20 We are looking forward to continued discussions. =20 =20 Regards, =20 Jim Pappalardo Vice President Investment Banking GSS Capital 877-477-7862 x 2023 732-299-1006 (mobile) =20 GSS Capital Group is the Investment Banking/Corporate Finance Dept. of = Garden State Securities, Inc. Garden State Securities does not generally accept buy, sell or cancel = orders by e-mail, and does not accept any instructions by e-mail that = would require your signature. Information contained in this = communication is not considered an official record of your account and = does not supersede normal trade confirmations or statements. Any = information provided has been prepared from sources believed to be = reliable but is not guaranteed, does not represent all available data = necessary for making investment decisions and is for informational = purposes only. Information received by or sent from this system is = subject to review by supervisory personnel, is retained and may be = produced to regulatory authorities or others with a legal right to the = information. Confidentiality Notice This e-mail message is intended only for the use of the designated = recipient. If you are not the intended recipient, please do not = disseminate, distribute or copy this communication. Please notify the = sender immediately by return e-mail and then delete and discard all = copies from your system. E-mail cannot be guaranteed to be secure, = error-free or free from viruses. Garden State Securities, therefore, = does not represent that this message is accurate or timely and it may = not be relied upon as such. =20 =20 This e-mail may be privileged and/or confidential, and the sender does = not waive any related rights and obligations. Any distribution, use, or = copying of this e-mail or the information it contains by other than an = intended recipient is unauthorized. If you receive this e-mail in error, = please advise me immediately (by return e-mail or otherwise). Unless = specified by the sender, e-mail messages are not encrypted. As such, = sensitive information sent to or received from this e-mail address may = not be secure. Information received by or sent from this system is = subject to review by supervisory personnel, is retained, and may be = produced to regulatory authorities or others with a legal right to the = information. Garden State Securities, Inc. Member FINRA/SIPC=20 =20 =20 This e-mail may be privileged and/or confidential, and the sender does = not waive any related rights and obligations. Any distribution, use, or = copying of this e-mail or the information it contains by other than an = intended recipient is unauthorized. If you receive this e-mail in error, = please advise me immediately (by return e-mail or otherwise). Unless = specified by the sender, e-mail messages are not encrypted. As such, = sensitive information sent to or received from this e-mail address may = not be secure. Information received by or sent from this system is = subject to review by supervisory personnel, is retained, and may be = produced to regulatory authorities or others with a legal right to the = information. Garden State Securities, Inc. Member FINRA/SIPC=20 ------=_NextPart_000_0021_01D8A266.48E7BBE0 Content-Type: text/html; charset="utf-8" Content-Transfer-Encoding: quoted-printable
  1. TIC not finalized =E2=80=93 likely late August 2022 =E2=80=93 And = John Melk or John Lee to answer the second part of the = question
  2. The short answer is = yes.=C2=A0 Keitu has developed a financial model to represent the = operation at the plant with a fair level of operational expenses detail = provided.=C2=A0 Our model has been validated by at least three outside = organizations, most notably Leidos as =E2=80=9Cindependent = engineer=E2=80=9D which is a requirement for a Program 9003 USDA loan = guarantee. We have forecasted out to the term of the USDA loan guarantee = =E2=80=93 20 years =E2=80=93 so things like catalyst life / changeouts / = downtime each year are all included. ICF has also checked the model, = although their specific focus was on the embedded CI / LCFS / carbon = credit production and forecasted revenue.=C2=A0 The lead bank has also = seen it and has requested no changes.=C2=A0 Anticipating a follow-up = question to this one, the release of specific data should be handled = through the AIC staff.=C2=A0 I would suggest the latest revision to the = business plan or feasibility study be the easiest form to get something = to you quickly, should you desire.
  3. This is a R-Grimes question.=C2=A0 The last I heard was start-up = was projected 4th quarter 2024.=C2=A0 I believe the longest = lead time item identified to date is 69 weeks (the = PSA).
  4. We have all = =E2=80=9Csiting=E2=80=9D permits.=C2=A0 The only constraint is for us to = start construction by December 1, 2022 per the county site = =E2=80=9CConditional Use Permit=E2=80=9D.=C2=A0 Degrubbing the site and = installing the tie in for the stormwater outlet does meet the = county=E2=80=99s definition of =E2=80=9Cstart = construction.=E2=80=9D=C2=A0 =C2=A0=C2=A0=C2=A0Only 2 operational = permits remain - The air permit application/permit to construct went in = in early June after 3 pre-applications with the state officials at ND = DEQ.=C2=A0 They saw the M&E balances before it went in and agreed = with us we should qualify for a synthetic minor air emission = permit.=C2=A0 We expect a draft permit to be published in September with = a permit in hand in December 2022 or sooner.=C2=A0 The specific inquiry = seems to suggest the realization that the air permit needs to be in hand = before any construction related to the process units or tankage = begins.=C2=A0 ISBL/OSBL site construction is slated to begin as soon as = Spring 2023.=C2=A0 So the air permit is expected to be in hand for = several months before that date.=C2=A0 The wastewater discharge permit = application went in in late June 2022 after a pre-application with their = staff as well.=C2=A0 It has actually floated to the top of the desired = ND DEQ=E2=80=99s staffers workpile this week.=C2=A0 We will hear shortly = if there is anything =E2=80=9Cmissing=E2=80=9D from the = application.=C2=A0 We do have one issue remaining in the wastewater = design which may or may not need to be addressed with more = equipment.=C2=A0 But that will be resolved before the TIC estimate is = issued in late August.=C2=A0 A tweak to the application may be necessary = before a draft permit is issued for public comment =E2=80=93 but we are = very comfortable that the permit will be in hand April 1, 2023 or sooner = =E2=80=93 and that permit is necessary only before start operations. the = facility.

 

 

From: Jennifer Wilson = <jwilson@aicenergycorp.com>
Sent: Wednesday, July 27, = 2022 12:32 PM
To: kspilman@keitu.com; = jmelk06@icloud.com
Subject: (REQUEST KEITU TO ASSIST) MARATHON = FOLLOW UP QUESTIONS TO JIM AT GSS

 

KATHYE,

WOULD YOU PLEASE ASSIST AND ANSWER THE BELOW QUESTIONS = RELEVANT TO KEITU?

THANK = YOU!

 

J= ennifer Wilson

Executive = Administration Manager

Ph= one:&= nbsp;702.685.1118  

Di= rect:  702.782.3580

Em= ail:&= nbsp;jw= ilson@aicenergycorp.com

28= 40 S. Jones Blvd. Ste 1

La= s Vegas, NV 89146

ww= w.aicenergycorp.com  

 

 

From: Jim Pappalardo <jp@gsscapital.com>
Sent: Tuesday, July 26, 2022 12:12 PM
To: John Melk <jmelk06@icloud.com>; JOHN D. = LEE Attorney <jlee@johndleelaw.com>; = Jennifer Wilson <jwilson@aicenergycorp.com&g= t;
Cc: MARK REIDY - KILPATRICK TOWNSEND & STOCKTON (mriedy@kilpatricktownsend.c= om) <mriedy@kilpatricktownsend.c= om>
Subject: Marathon follow up

 

Good afternoon all. As I continue background work with = Marathon to try and get them fully engaged, I received the following = note from them today. Please see below and = advise:

 

Jim- There were a few outstanding questions that = were waiting on the financial model from EnGlobal which was estimated at = 6-8 weeks. Has this been completed? If so, can you provide an update on = the following?

 

  1. Has a TIC been finalized? =
    1. What value is AIC asking = from MPC?
  1. Is there an estimated number for Opex?
  2. Has a = timing been finalized for the project?
  3. What is = the status of the air permit? Are there any other permitting = constraints?

 

We are looking forward to = continued discussions.

 

 

Regards,

 

Jim = Pappalardo

Vice = President

Investment = Banking

GSS = Capital

877-477-7862 x = 2023

732-299-1006 = (mobile)

 

GSS Capital Group is the = Investment Banking/Corporate Finance Dept. of Garden State Securities, = Inc.

Garden State Securities = does not generally accept buy, sell or cancel orders by e-mail, and does = not accept any instructions by e-mail that would require your signature. = Information contained in this communication is not considered an = official record of your account and does not supersede normal trade = confirmations or statements. Any information provided has been prepared = from sources believed to be reliable but is not guaranteed, does not = represent all available data necessary for making investment decisions = and is for informational purposes only. Information received by or sent = from this system is subject to review by supervisory personnel, is = retained and may be produced to regulatory authorities or others with a = legal right to the information.

Confidentiality Notice
This = e-mail message is intended only for the use of the designated recipient. = If you are not the intended recipient, please do not disseminate, = distribute or copy this communication. Please notify the sender = immediately by return e-mail and then delete and discard all copies from = your system. E-mail cannot be guaranteed to be secure, error-free or = free from viruses. Garden State Securities, therefore, does not = represent that this message is accurate or timely and it may not be = relied upon as such.

 

 

This e-mail may be = privileged and/or confidential, and the sender does not waive any = related rights and obligations. Any distribution, use, or copying of = this e-mail or the information it contains by other than an intended = recipient is unauthorized. If you receive this e-mail in error, please = advise me immediately (by return e-mail or otherwise). Unless specified = by the sender, e-mail messages are not encrypted. As such, sensitive = information sent to or received from this e-mail address may not be = secure. Information received by or sent from this system is subject to = review by supervisory personnel, is retained, and may be produced to = regulatory authorities or others with a legal right to the information. = Garden State Securities, Inc. Member FINRA/SIPC

 

 

This e-mail = may be privileged and/or confidential, and the sender does not waive any = related rights and obligations. Any distribution, use, or copying of = this e-mail or the information it contains by other than an intended = recipient is unauthorized. If you receive this e-mail in error, please = advise me immediately (by return e-mail or otherwise). Unless specified = by the sender, e-mail messages are not encrypted. As such, sensitive = information sent to or received from this e-mail address may not be = secure. Information received by or sent from this system is subject to = review by supervisory personnel, is retained, and may be produced to = regulatory authorities or others with a legal right to the information. = Garden State Securities, Inc. Member FINRA/SIPC =

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