EFTA01366793.pdf

m dwell! Page 364 of 868 BioTherm Energy Projects Notes to the combined financial statements 1. Organization and nature of business BoThermErergy Projects (the -Company') consists of Kapheuwel.Oassetonten Wnd Energy Facility (RF) Propretary Lamed Sevenstonee 159 (RF) Propnetary Limited and Umarco 77 (RF) Propretary Limited These Compares are ornately owned companies registered in South Africa ncomorated n 2011 and are all under common control of BTSA Netrerlards Cooperate U. A ('BTSA' ). a Company incorporated in Ire Netterlands The COMpareS are engaged in elednoty generation at re 27MW Klicheinsel-DaSSielOnlein Vend Energy Faolity near Caleden in the Western Cape, South Afnca a 10MW Solar Pit Energy racily rear Kennard, in the Northern Cape. South Afnca and a 10MW Korikocraies Solar PV Energy Facility near Potadier n to Northern Cape. South Alma The Company has a contract with Eskom lickangs SOC Urnted a South African state owned entity for the supply of electnaly 2. Summary of significant accounting policies Basis of pteparaflon The accompanying financial statements are prepared in conformity with generally accepted accosting princples n the tinted States of America CU S. GAAP) Such combined friarcel statements have been prepared for inclusion in a fiIrg with the Lined States Secunties and Exchange Commission by TerraForrn Gl00al. Inc due to the purchase and sale agreement for pewees d the proposed acquisition of the three enures by a subsidiary of TeaaForm Global. Inc TIvoughoLd Ire penods presented in Ire contemned financial Statements, the Company did not exist as a combined, legally consbtuted entity The alniteried financial statements have therefore been dented horn tre financial statements of Kapheuwel.Dasszetontein Wind Energy Facility (RF) Proprietary Landed, Severistones 159 (RF) Proprietary Landed arc Unarm 77 (RF) Proprietary Limited to represent We fnanad neutron and performance of the Company on a comtmed basis througnol those periods in accordance with accounting pnnciples generagy accepted n the United States of Amenca Management of KapteiwielOassiefcritein Wind Energy Facility (RF) Proprietary Lmited Severeacnes 159 (RF) Proprietary Limited and Limarco 77 (RF) Proprietary Limited believe the assumptions underlying the combined financial statements are reasonable based on tre scope of the purcrese and sale agaement and the entities forming the Company being under common control and management throughout the entire periods covered by the combined financial statements Outstanding intered ty balances, transactions. and cash lbws between entities comprising the Company have teen ehminated &SA Netherlands Cooperate U A provides execUrve management services to theCorrsery and charges a management fee to the Company for these seneces, the fees are considered to be a reasonable reflection of all coats d dung business by the Company. For tre penods ended 31 March 2015 and 2014. tie Company pad management fees of SO 07M and NIL respectively Management of BTSA determined tret it was rot practicable to determine an estimate d this fee that would nave been incurred had the Company operated as an unaffiliated entity. The cordoned financial statements inducted herein may not necessarily represent what the Company's results financial position and cash flows would have been had it been a standalone eddy dieing the perio0s presented. or what the Company's results fnancial position and cash flows rrey be in the future F-44 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058321 CONFIDENTIAL SDNY GM_00204505 EFTA01366793