Caustic Soda

June 1st, 2020

Ms. Karlene Fine Executive Director North Dakota Industrial Commission State Capitol – Fourteenth Floor 600 East Boulevard Avenue Bismarck, ND 58505

Re: Project titled “Detailed Engineering (FEL-3) Design for Chlor-Alkali Production from Oilfield Brine”

Dear Ms. Fine:

Triple 8 LLC dba Wellspring Hydro (WH) is submitting this application for grant funds under the Oil & Gas Research Program (OGRP). This project initiates the commercialization of a concept studied in an earlier NDIC OGRP grant supported by the University of North Dakota (UND) Institute for Energy Studies titled “Conceptual Design for Chlor-Alkali and Valuable Materials Production from Oilfield Brine.”

Wellspring Hydro will utilize a unique feedstock from the oil and gas fields, namely the oilfield brines (a.k.a. produced water) that presently is treated and pumped into disposal wells. In so doing this business model will promote an efficient, economic, and environmentally sound solution.

Wellspring Hydro, a North Dakota company, is completing its Strategic Entrepreneurial Economic Development (SEED) work to prove out and refine its business model to attract funding for a project estimated to cost $150- 200 million. When completed this business will: 1. create 55+ new jobs tied to the oil and gas sector, and 200+ local contractors to build 2. generate new local products and tax revenues for North Dakota 3. enhance the Bakken region’s overall economic and environmental footprint in existing oil and gas fields as a key component in a petro chemical industry, 4. create feedstocks from other valuable materials that may be recovered, including lithium

We are requesting $950,000 in support from the Oil & Gas Research Program of the North Dakota Industrial Commission. In return, Triple 8 LLC commits to investing $950,000 to complete the project as described in this application.

If you have any questions or require additional information, please do not hesitate to contact Steve Kemp 701-770-8682 or [email protected].

Steve Kemp, President

Wellspring Hydro

Application

Project Title: Detailed Engineering (FEL-3) for Chlor-Alkali Production from Oilfield Brine

Applicant: Triple 8, LLC. Dba Wellspring Hydro Oil and Gas Research Program Principal Investigator: Norm Christensen North Dakota Date of Application: June 1, 2020 Industrial Commission

Amount of Request: $ 950,000

Total Amount of Proposed Project: $1,900,000

Duration of Project: 5-8 months

Point of Contact (POC): Steve Kemp

POC Telephone: (701) 770-8662

POC E-Mail Address: [email protected]

POC Address: 4828 Highway 85

Williston, ND 58801

TABLE OF CONTENTS

Please use this table to fill in the correct corresponding page number.

Abstract 4 Project Description 5 Standards of Success 9 Background/Qualifications 11 Management 12 Timetable 13 Budget 14 Confidential Information 15 Patents/Rights to Technical Data 15

Transmittal and Commitment Letter

Affidavit of Tax Liability

Statement of status on Other Project Funding

ABSTRACT

Objective:

Develop the detailed engineering design, project cost and market information to create a business to extract valuable materials from the oilfield brines in the Bakken Basin to make industrial chemicals that are not made today in North Dakota.

The Wellspring Hydro business will recover very pure sodium chloride salt and distilled water from produced water that today is injected into Salt Water Disposal (SWD) wells. The salt and water will be the raw materials for a modern Chlor-Alkali plant to manufacture valuable commodity products, Hydrochloric Acid and Caustic Soda. The concept applies modern, proven technologies in a unique combination to make valuable chemicals from produced water that is a waste stream today.

The engineering and marketing studies will be performed by recognized subject matter experts in their fields; their work products will be the basis for Wellspring Hydro’s management team to transition from a conceptual feasibility study to a detailed, realistic, and commercially viable business plan.

Expected Results:

The results will include a detailed engineering cost estimate (accurate to +/- 10%), a project management plan and specific market research by credible 3rd parties that substantiate the key metrics in our business plan. The engineering estimate will be based upon firm bids from key equipment suppliers. The market research will be used to negotiate letters of intent with end-users and distributors of hydrochloric acid and caustic soda. These outcomes will support a bid to secure Series A investment and to begin construction of the plant.

Duration:

The engineering estimate will require the most time, estimated between 5-8 months.

Total Project Cost:

Total costs for engineering and market research are quoted to be $1,900,000.

Participants:

 Wellspring Hydro – Management Team, Williston, ND  Hargrove Engineers & Constructors – EPC & Project Management, Birmingham, AL  SEP (Salt & Evaporation Plants) – Evaporation/Crystallization Design, Winterthur, Switzerland  Neset – Geology and Engineering, Tioga, ND  IHS Markit – Market Research, Houston, TX

PROJECT DESCRIPTION

Objectives:

Wellspring Hydro will complete an FEL 3 Engineering study led by Hargrove Engineers and Construction. A North American Chlor Alkali market study will also be done in conjunction with IHSMarkit. The purpose of the FEL 3 study will be to provide a 10% (+/-) estimate for a total oilfield water treatment facility to be located outside of Williston, ND. This study and proposal output will be for a 75 TPD Chlor- Alkali Plant expandable to 150 TPD. This equates to 10,000 – 20,000 barrel per day rate of oilfield brine input with an output of 154,00 ST of 35% hydrochloric acid (HCl) and 59,000 ST of 50% of caustic soda (NaOH) respectively

The facility will include a pre-treatment, evaporator/crystallizer system, chlor-alkali electrolytic cells, caustic evaporator, a hydrochloric acid synthesizer, a Saltwater Disposal (SWD) well, and all associated utility, storage and loading facilities for bulk shipments via truck and rail. The hydrochloric acid will be sold predominately into the local and regional oil and gas industry; other consumers include food processing and steel manufacturing industries in neighboring states. Caustic soda will be sold locally and regionally for use in various heavy industries such as refineries, power stations, pulp mills and for carbon capture projects.

Methodology:

Wellspring Hydro’s goal through FEL 3 and a North American Market study is to size the plants to capture a realistic share of the local and regional markets for hydrochloric acid and caustic soda while also controlling capital costs in what is a capital-intensive industry. To be competitive and cash-efficient it is important to size the business to operate at high operating rates. From a practical point of view there will be unlimited availability of raw materials; the key factor in sizing the business will depend on local and regional markets for acid and caustic products.

Technology Validation: As a first step in our business development process Wellspring Hydro hired two recognized technology/ engineering companies with strong resumes in their respective fields to perform a preliminary study for the project. The study is referred to as an FEL-2 (Front End Loaded) estimate with a stated level of accuracy of +/- 30%. Hargrove Engineers and Constructors is the overall project manager as well as the chlor-alkali experienced partner; and Salt & Evaporation Plants, Ltd. (SEP) is the specialist in salt and evaporation technology as their name implies.

Hargrove and SEP, working together with Wellspring Hydro’s technical consultant, will complete their FEL-2 estimate in late June 2020. The FEL-2 work includes laboratory and bench-scale testing at SEP’s laboratories on samples of Bakken’s oilfield brine; their test results will be used to design and prove-out a pre-treatment system and an evaporation/ crystallization system to make a high purity (>99.9%) salt and a distilled water condensate. A preliminary plot plan for the site is attached based upon the FEL-2 study.

Modern Chlor-Alkali technology includes sophisticated membrane cells to split apart the NaCl molecule via electrochemical reactions. The salt and water streams fed to the membrane cells must be highly purified to operate efficiently. Hargrove Engineering has designed and managed multiple chlor-alkali plant projects and will coordinate the overall project design for the entire Wellspring Hydro facility.

SEP designed and supplied the equipment in 2012 to another company to recover high purity salt crystals from produced water in the Marcellus Basin in Williamsport, PA. That salt is sold for swimming pool disinfection systems and other industrial uses (but not chlor-alkali). SEP’s present test program is designed to find whether any unusual impurities exist in the Bakken produced water that will render the crystallized salt unusable for chlor-alkali production.

FEL-3 Engineering Study The same technology companies, Hargrove and SEP, will be hired to complete a detailed conceptual design, accurate to +/- 10%. Overall, they estimate that by the end of the FEL-3 study they will have spent 20-25% of the total engineering hours for the project.

Hargrove Engineers, as part of their overall project responsibility, will also include the Saltwater Disposal (SWD) well within its FEL-3 estimate. They will coordinate the design information to assure that all flows are properly accounted for; the design concept is to return any impurities removed from the produced water back into the residual produced water stream before it is pumped into the SWD. These features will require engineering details to be reviewed with the proper environmental authorities for approval.

A local Williston industrial contractor will be qualified by Hargrove and the Wellspring Hydro management to participate in the scope details and cost estimating.

Attached are 3-pages showing Hargrove’s detailed list of information required to create its FEL-3 estimate.

Market Study:

Hydrochloric acid and caustic soda are both high volume commodity chemicals produced and consumed in the US and Canada. The hydrochloric acid merchant market is more than 5 million tons per year in the US and Canada; and the caustic soda market is over 12 million tons. The preliminary target volumes for Wellspring Hydro are 159,000 tons per year acid and 59,000 tons per year caustic soda, or 3.1% and 0.5% of the national markets respectively.

Wellspring Hydro will hire a respected third-party consulting group, IHS Markit, to prepare a report specific to this project that includes a national and regional market analysis, product pricing history and forecasts of future volumes and pricing.

Customer sites consuming 5000 tons per year or more of either product will be individually identified, a useful base for Wellspring Hydro’s sales efforts. Most importantly the report will provide the background knowledge for investors and lenders to learn about the business.

Anticipated Results:

This study will define the technology footprint and quantify commercial outputs required to build a competitive chlor-alkali facility. The combination of the equipment pricing list and operating costs along with the marketing forecasts will determine the financial viability of the venture. For the engineering output, the key deliverables to build-out the facility will include: • Product/plant capacity design basis • Enhanced PFDs with stream tables, major process line sizing, and preliminary control strategy • P&IDs to IFA Quality • Process studies • Utility balances • Process equipment firm specifications and quotations • Technical bid evaluation of process equipment proposals

Facilities:

No specific facilities are required for this study.

Resources:

Other consultants or services to be used include electricity pricing experts and legal advisors for purchasing and sales agreements. Environmental consultants may also be required to assist during reviews with the North Dakota Department of Environmental Quality.

Techniques to Be Used, Their Availability and Capability:

Independent, credible third-party resources will be utilized as identified in earlier sections. Contact is on-going today with all parties mentioned in this write-up. Availability is not expected to be an issue.

Environmental and Economic Impacts while Project is Underway:

During the scope of this project, there will be no environmental impacts and minimal economic impacts (Wellspring Hydro will utilize local contractors/services where applicable).

Ultimate Technological and Economic Impacts:

This is a first of its kind process utilizing well known and understood technology that has been available since the 1970’s. To our knowledge there is no other chlor-alkali plant in the world that uses oilfield produced water as its feedstock. We have patented a process to leverage this waste stream to create products which are used in the industry as well as create net new fresh surface water, water that did not exist as fresh water before.

Why the Project is Needed:

This project is required to validate the technical and economic feasibility of this new concept, in order to reach Series A investment to execute the project. The detailed engineering plans and project costs will help determine if Wellspring Hydro has the right investor returns and support to move forward to achieve the company’s vision.

This output will benefit North Dakota by proving out a new concept to recover salt from a waste stream from the oil and gas fields and using it to make valuable products which are used in the industry, hydrochloric acid, caustic soda and a small amount of sodium hypochlorite (bleach) required in the State and region. All of these products are used to some extent in the oil and gas industry, excess production will be exported out of state, thus generating new income for the state. In addition to the valuable commodities that will be recovered, the current disposal zone of the Dakota is experiencing over pressurization in certain areas, this challenge will continue as development of the Williston Basin continues. Wellspring Hydro offers an environmentally useful solution to over pressurization.

STANDARDS OF SUCCESS

The studies described in this application are part of Wellspring Hydro’s SEED (Strategic Entrepreneurial Economic Development) work. The technologies to be used are all modern and proven in different applications throughout the world. That said, Wellspring Hydro’s business model requires a unique combination of these technologies; it will be the first of its kind at a commercial level.

Various standards for success will be to identify and solve any technical hurdle that is identified. These studies examine both the technical and commercial aspects of our project.

1. Commercial Viability  The sales volumes and pricing will need to justify the capital and operating costs the build the business. To be successful it is necessary to have an affordable capital cost and competitive operating costs. It is equally important to have a sales strategy to understand a customer segmentation and pricing forecast for these products. The engineering and marketing studies that make up this SEED activity will establish credible numbers from respected third parties on which to base a business plan that can be shared with potential investors and lenders. Wellspring Hydro has a detailed financial to capture the key inputs and outputs to highlight investor returns. Based on feedback from private equity and venture capital firms, we have developed our standard of success as a metric that captures all the commercial output of this study.  Standard of Success – 15-20% Internal Rate of Return (IRR) 1. Technical Viability  This will be the first study evaluating the used of produced water to be used in the Chlor-alkali process. These studies, conducted by experienced, respected third parties, are necessary to bring forward a conclusion whether this scope is technically viable. Between Hargrove Engineering and SEP, Wellspring Hydro has combined two subject matter experts to create one process flow. In addition, the product mix at Wellspring Hydro will be slightly unusual within the chlor-alkali industry with an aim at producing all hydrochloric acid. The key output will define product and plant capacity design basis with enhanced PFD’s and P&ID’s. These studies, conducted by experienced, respected third parties, are necessary to bring forward an objective plan.  Standard of Success – Completed FEL-3 analysis with a technology recommendation including proven and experienced equipment. 2. Project Deliverables  Completion of the tasks detailed by vendors; o Capital Cost Estimates (priced equipment list) o Operating Cost Estimates (requirements of utilities) o Process systems Defined o Market Research: Trends, analysis, forecast and supply demand  Standard of Success – Successful completion of the tasks in scope.

This project can lead to significant environmental, technological, and economic impacts to the state of North Dakota. Through the successful implementation of this project, Wellspring Hydro can help demonstrate the value of produced water from Oil & Gas operations. North Dakota Oil and Gas Research Program will be able to prove the technical process and validation of taking valuable resources out of produced water. The ultimate standard of success would provide North Dakota with a key piece in a future petrochemical strategy.

BACKGROUND/QUALIFICIATIONS The FEL-3 engineering study and marketing study will be coordinated by Norm Christensen, Technical Advisor and Mat Hirst, COO. The Wellspring Hydro’s team consists of the following individuals: Norm Christensen, Technical Advisor, Wellspring Hydro. Norm’s career has spanned more than 40 years, including direct involvement in the chlor-alkali industry in both North and South America. Norm, a chemical engineer, has held senior positions in both Fortune 100 and small companies in engineering, operations, sales and marketing and general management roles. Norm recently (2015) was the project director of a chlor-alkali facility in San Antonio, TX. From 2012 until 2017 Mr. Christensen served as Project Director for Skyonic Corporation during its design and construction of a carbon-capture project in San Antonio, TX that included a chlor- alkali plant approximately 50% larger than the one planned by Wellspring Hydro. Mat Hirst, COO, Wellspring Hydro. Mat has over 10 years’ experience in developing sales and operations teams in the oil and gas industry. Mat specializes in water technologies with expertise in executing sales strategies, people management, and driving operational efficiencies. Steve and Carla Kemp, Founders, Wellspring Hydro. Steve and Carla are entrepreneurs that founded Wellspring Hydro in 2016. They have started multiple ventures and provide insight from unique backgrounds in IT, real estate, and financial markets. Mark Watson, CEO, Wellspring Hydro. Mark has over 10 years’ experience in acquisitions/mergers, p\\roject management, and entrepreneurial start-ups. Mark, MBA, specializes in developing business plans, financial modeling, marketing analysis, and valuation/capital funding. The project team consists of the following individuals: Scott Cooper, Project Lead, Hargrove Engineers + Constructors. Scott has thirty years of experience working in project management and design engineering. Has established project procedures, coordinates changes in scope, monitors and controls engineering activities, cost analysis, planning, scheduling, estimating, procurement of process equipment. In addition, manages appropriations grade estimates utilizing the front-end loading (FEL) processes. Justin C Merritt, P.E, Hargrove Engineers + Constructors. Justin has over eighteen years of experience in a variety of process industries, including chlor-alkali, petrochemicals, minerals processing, biofuels, and lithium. Project experience includes work on six chlor-alkali plants. Alex Johnson, EIT, Hargrove Engineers + Constructors. Alex has over seven years of experience as a Process Engineer in the chemical industry. Experience in writing procedures, process safety management, root cause analysis, and process studies. Thanassi Fakatselis, EIT, SEP (Salt Evaporation & Plants LTD). Thanassi has over thirty years of experience in crystallization and evaporation, including test program development, equipment design, troubleshooting, operation optimization. Lisa (Drabiak) Wood, Director, IHS Markit OMDC Chemical Consulting. Lisa serves as Director, OMDC Consulting, at IHS Markit, primarily responsible for the sale and execution of consultant engagements in the Americas region. Ana Lopez, Principal Analyst, IHS Markit OMDC Chemical Consulting. Ana has more than ten years of experience analyzing petrochemical markets, with a specialty on vinyl/chlor-alkali.

MANAGEMENT

The Wellspring Hydro leadership team meet on a weekly frequency to discuss project details, review action items and assign outstanding tasks. The meeting consists of Steve Kemp (Founder/President), Carla Kemp (Founder), Mark Watson (CEO), Mat Hirst (COO) and Norm Christensen (Technical Advisor).

Wellspring Hydro COO Mat Hirst and Technical Advisor Norm Christensen attend weekly project update meetings with Hargrove Engineering. Mat and Norm will provide weekly guidance and feedback for challenges during this process and report back to the greater Wellspring Hydro team. To provide an overview of the rigor applied to this project, directly below are meeting minutes from the most recent Hargrove meeting:

Management Process:

1. Weekly Wellspring Hydro Call 2. Weekly Hargrove/SEP Call 3. Change Management Process – Highlighted in FEL-3 Quote 4. Detailed Schedule Review/Approval for Kickoff 5. Completion of 6-week status reports to OGRP 6. Monthly status change and cost reports

TIMETABLE

The timeline is based cumulative outlook for the FEL-3 study, market research study and the combined output analysis. The FEL-3 study has been estimated at 16-18 weeks and the market study at 8-10 weeks. Wellspring Hydro will plan to provide a 6 week interim reports to OGRP.

Project Timetable

Project Plan - Wellspring Hydro ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## Project Lead: Norm Christensen, Mat Hirst, Mark Watson Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 WBS Task Name Scope Start 1 Project Kickoff Meeting All 1-Aug-20 2 Process, Piping/Mechanical FEL-3 1-Aug-20 3 Estimates,Electrical/Instrumentation P&ID, Designs FEL-3 28-May-20 4 Scope Walkdown FEL-3 18-Nov-20 5 Internal Estimate Review FEL-3 18-Nov-20 6 Half-way Reviews All 28-Nov-20 7 Marketing Research: Phase 1 Marketing 1-Aug-20 8 Marketing Research: Phase 2 Marketing 14-Sep-20 9 Output Economics & Roll-up All 6-Dec-20 10 Project Completion All 27-Jan-21 11 Interim Reviews OGRP

Key Timelines Project Start – August 1st Half-Way Review – November 28th Project Completion – January 27th Interim Report Timeline – 6-week reports  1st - September 4th  2nd - October 23rd  3rd - December 4th

BUDGET

The budget for this OGRP application is comprised of Hargrove’s FEL quotation, IHS Markit study quotation and hourly charges for a technology advisor to help manage the project. These quotations are attached in the appendix for full detail and cost allocation. Wellspring Hydro has partnered with R&R Global, a private equity firm out of Philadelphia, to match the OGRP’s investment in this application. As referenced in the management section, Wellspring Hydro will have monthly updates on cost/budget reports in addition to the criteria set by the OGRP process.

Project Associated NDIC’s Applicant’s Applicant’s Private Equity Total Expense Share Share (Cash) Share (In-Kind) Investment Hargrove FEL-3 $875,000 - - $875,000 $1,750,000 IHS Markit Study $40,500 - - $40,500 $81,000 Technology Advisor $34,500 - - $34,500 $69,000 Total $950,000 - - $950,000 $1,900,000

Please see appendix for specific quotations and additional detail on;

1. Hargrove/SEP - $1,750,000 2. IHS Markit Study - $81,000

For other costs;

3. Technology Advisor – $69,000 • As displayed in the management section, it will be critical to oversee the progress from the contractors and complete constant analysis of results. • 20 Hours per week support at $125 per hour for length of 27 weeks

CONFIDENTIAL INFORMATION

Any information in the application that is entitled to confidentiality and which the applicant wants to be kept confidential should, if possible, be placed in an appendix to allow for administrative ease in protecting the information from public disclosure while allowing public access to the rest of the application. Such information must be clearly labeled as confidential and the applicant must explain why the information is entitled to confidentiality as described in North Dakota Century Code 54-17.6. Oil and gas well data that is a result of financial support of the Council shall be governed by North Dakota Century Code 38-08-04(6). If there is no confidential information please note that below.

A. Wellspring Hydro Business Plan OGRP Presentation B. Plot Plan C. FEL-3 Quotation from Hargrove Engineering D. IHS Markit Quote E. Letters of Support (4)

PATENTS/RIGHTS TO TECHNICAL DATA

Any patents or rights that the applicant wishes to reserve must be identified in the application. If this does not apply to your proposal, please note that below.

Wellspring Hydro currently has a process patent being submitted and reviewed. If more information on the patent would help the consideration for the Renewable Grant, Wellspring Hydro will send the full patent application.

STATUS OF ONGOING PROJECTS (IF ANY)

If the applicant is a recipient of previous funding from the Commission, a statement must be provided regarding the current status of the project.

Date Fund Amount Detail 2/15/2020 Williston Star Fund $150,000 USD Matching for ND Dev Fund 9/26/2019 ND Development Fund $250,000 USD 2 Year Deferred Payment Loan 5/18/2018 NDIC OGRP $110,000 USD Matching Grant Awarded 1/15/2018 Williston Star Fund $75,000 USD Matching for NDIC Grant

APPLICATION CHECKLIST Use this checklist as a tool to ensure that you have all of the components of the application package. Please note, this checklist is for your use only and does not need to be included in the package.

Application Transmittal Letter $100 Application Contribution Tax Liability Statement Letters of Support (If Applicable) Other Appendices (If Applicable)

When the package is completed, send an electronic version to Ms. Karlene Fine at [email protected], and 2 hard copies by mail to:

Karlene Fine, Executive Director North Dakota Industrial Commission State Capitol – 14th Floor 600 East Boulevard Ave Dept 405 Bismarck, ND 58505-0840

For more information on the application process please visit: http://www.nd.gov/ndic/ogrp/info/ogrcsubgrant-app.pdf

Questions can be addressed to Ms. Fine at 701-328-3722 or Brent Brannan at 701-425-1237.

Wellspring Hydro NDIC OGRP

June 1, 2020

CONFIDENTIAL Unlocking the Full Potential of Produced Water

Opportunity to turn Bakken produced water into valuable resources by utilizing the brine to create caustic soda, hydrochloric acid, and other valuable products.

►Wellspring Hydro is requesting $750,000 USD in funding from OGRP ▪ Deliver applied research to enhance North Dakota industry ▪ Lead to the commercialization and patent of an innovation technology solution ▪ Development to diversify the state’s economy with new products, investment, and skilled jobs.

►Differentiation and Value Proposition

▪ Process patent in process to utilize current waste disposal of O&G

▪ Competitive advantage of shorter supply chain to regional industry

• HCL and Caustic Soda – Premium prices for regional demand ►Impact of a Chlor-Alkali Plant in Williston, ND

▪ 50+ specialized jobs to diversify and grow the North Dakota economy

▪ Valuable products lowering state imports and increasing state exports

▪ Strategic Fit in a Petrochemical Corridor for economic growth

CONFIDENTIAL The TEAM & Industry Experts

Internal Team Industry Experts

Steve and Carla Kemp, Founders, Wellspring Hydro

► Steve and Carla are entrepreneurs that founded Wellspring Hydro in 2017. They have started multiple ventures and provide insight from unique backgrounds in IT, real estate, and financial markets.

Mark Watson, CEO, Wellspring Hydro

► Mark has over 10 years experience in acquisitions/mergers, project management, and entrepreneurial start-ups. Mark, MBA, specializes in developing business plans, financial modeling, marketing analysis, and valuation/capital funding.

Mat Hirst, COO, Wellspring Hydro

► Mat has over 10 years experience in developing sales and operations teams in the oil and gas industry. Mat specializes in water technologies with expertise in executing sales strategies, people management, and driving operational efficiencies.

Norm Christensen, Technical Advisor, Wellspring Hydro

► Norm’s career has spanned more than 40 years, including direct involvement in the chlor-alkali industry in both North and South America. Norm, a chemical engineer, has held senior positions in both Fortune 100 and small companies in engineering, operations, sales and marketing and general management roles.

CONFIDENTIAL Chlor-Alkali Success Criteria

Strategic Location Attractive Markets Proven Technology Affordable Utilities • HCL Target Markets in Oil • Attractive markets – • Each process utilizes • Salt Feedstock through & Gas drilling/completion diversified, growing proven technology that is Produced Water markets in Wyoming, markets - > 2.0% AAGR used across the globe for • Electricity at $0.05 per Colorado, and North in Caustic and HCL sustainable Chlorine and KwH still drive competitive Dakota. • NA Market Size Caustic production. economics • Excess of natural gas in • $50-$75 per ST • 12.8 M Tons of Caustic • Utilize leading technology premium due to rail, manufactures North Dakota O&G distributor and transload • 5.1 M Tons of HCL market, favorable market • Key variable will be water rates of under ~$4.00 per • Caustic Soda Target • Price sensitive – Long pre-treatment of Bakken MM Btu Markets in regional fixed supply allows produced water industrial markets in significant price elasticity • Direct access to BNSF rail • All bench analysis Canada, West Coast and to access North America indicates feasibility, field markets Great Lakes. trials set for Q3/Q4.

CONFIDENTIAL Strategic Location of Williston, ND

►Map Slide Caustic Target Market Williston HCL Target Market

Caustic Target Market

Strategic Location ►>75% of Chlorine & Caustic Production in the Gulf Coast ►$50-75 per ST premium to reach HCL & Caustic target markets

Pulp & Paper Mills Chlor-Alkali Plants CONFIDENTIAL Attractive Markets – HCL & Caustic

MARKET DRIVERS Increase >5 M ST ► Chlor-Alkali creates 1 Electro-Chemical Unit (ECU) 2% AAGR ▪ 1.1 tons of Caustic; 1 ton of Chlorine 2019-2029 ► Attractive markets – diversified, growing markets - > 2.0% AAGR in Caustic and HCL ► Price sensitive – Long fixed supply allows significant price elasticity ► Market Drivers – Consumables, US Oil drilling/completion, disposable income, population

CAUSTIC SODA

► Uses in pulp and paper, petroleum products, textile, chemical production, and organic/inorganic chemicals NA Market Size 12.8 M Tons ► Caustic soda consumption has several industrial applications with consistent demand and stable historical prices

HYDROCHLORIC ACID

► NA Growth driven by O&G – 5.1 M ST Per Year ► Uses in oilfield frac and completions, industrial, food NA Market Size processing, etc 5.1 M Tons ► HCL has demand in diversified markets, oil & gas drive the price volatility with correlation to rig count

CONFIDENTIAL Proven Technology – Chlor- Alkali

SWD BAKKEN DISPOSAL PRODUCED WASTE WATER

WATER PRE- SALT ADDITIONAL TREATMENT CRYSTALLIZER PROCESSES LITHIUM

CaCl2 SALT

Proven Technology 50 % CAUSTIC ► Each process utilizes proven SODA technology that is used across the globe for sustainable Chlorine EVAPORATOR and Caustic production. ► Leading technology manufactures have been engaged and will validate the process during FEED study CHLOR-ALKALI CELLS ► One key variable will be water pre-treatment of Bakken HYDROCHLORIC produced water – additional field trials will be conducted in Q3 ACID HCL BURNER POWER GAS CONFIDENTIAL Affordable Utilities

Produced Water ▪ Utilize salt in produced water as feedstock for Chlor-Alkali Process ▪ Subsidized raw material, essential to cost structure. ▪ Class 1 Saltwater Disposal on site for operational flexibility

Electricity ▪ Largest operating cost, utilize Interruptible Large Power Demand Response Rates ▪ Estimated ND costs are $0.04-$0.06 per KwH, competitive rates based on market (Best-in-class rates are ~$0.03 per KwH in Gulf Coast) Natural Gas ▪ Natural Gas for steam generation to evaporate NaOH to 50% strength ▪ Excess of natural gas in North Dakota O&G market, strong market rates ▪ Expected use of 42 MM Btu/Hr at market rates of ~$4.00 per MM Btu

Rail Access ▪ Direct access to BNSF rail to access North America markets ▪ Opportunity to export products to regional markets including Canada

CONFIDENTIAL The Business Model

WELLSPRING PRODUCED HYDRO RESOURCES WATER TREATMENT

Utilize Bakken produced Fit for purpose facility with Key products delivered with water that is waste to Salt proven technology to utilize competitive cost position for Water Disposals (SWD) feedstock of produced water regional markets • 10,000 – 20,000 BBL/Day - • Treatment Components • Valuable Products produced water pipelined into • Water Pretreatment • Hydrochloric Acid facility at continual flow with • Caustic Soda long term production • Salt Crystallizer • Chlor-Alkali Cells • Bleach • High brine content in Bakken • Calcium Chloride formation makes it ideal • Competitive operating costs • Lithium feedstock ▪ 55 Full Time Employees • Road Salt • Paid $.65 USD/BBL to dispose ▪ 19.845 MW Power • Waste Stream • Disposed in SWD

INPUT OUTPUT

CONFIDENTIAL Project Timeline & Schedule

2017-2019 Q4 2019 Q3 2020 Q2 2021 Q1 2023

Phase 1 Funding Phase 2 Funding

CONCEPT SEED DEVELOPMENT CONSTRUCTION START-UP STAGE STAGE STAGE STAGE STAGE

Business Plan FEL-2 & FEL-3 Acquire Land Instrumental Design Plant Start-up Feasibility Analysis Project Management Drill & Install SWD Equipment Order Operations Team Pre-FEED Engineering Commercial Agreements Rail Access/Build Installation Working Capital Vendor Quotations Capital Raise Water Pipeline On-site Construction

0.4 M USD 3.1 M USD 5.3 M USD ~59 M ~100 M

Total raise expected in Series A/B through debt and equity to be ~$159 M USD CONFIDENTIAL OGRP Funding Request

CONCEPT SEED SEED Wellspring Hydro is in the process of completing SEED Stage 1, whichSTAGE is focused on FEL-2 STAGE 1 STAGE 2 engineering. Completed Ongoing August 2020 WellspringThe Hydro concept requesting stage resulted $950,000 in a from OGRP The first SEED stage is required The second SEED stage is will as a partcompleted of SEED Stage feasibility 2 to support study, FEL-3 to confirm all estimates with yield detailed engineering engineeringFEL- 1study, engineering an overall design cost and of $1.9 M USD. additional due diligence and design and a confirmed Wellspringsignificant Hydro has financial partnered returns with in R&R Global, a design by industry experts to business strategy to build the private equitythe business firm out model. of Philadelphia, to match begin executing contract terms. Chlor-Alkali Plant. FEL-3. 0.385 M USD $0.45 M USD $2.6 M USD

Project Associated NDIC’s Applicant’s Applicant’s Private Equity Total Project Feasibility – FEL-1 Project Feasibility – FEL-2 Project Validation – FEL-3 $1.9 M Expense Share Share (Cash) Share (In-Kind) Investment • Engineering Design (+/-50%) • Engineering Design (+/-30%) • Engineering Design (+/-10%) • Water Pretreatment Study • Water Pretreatment Samples • Water Pretreatment Study Hargrove FEL-3• $875,000Financial - Model- Returns $875,000 $1,750,000 • Financial Model Validation • Commercial contracts - water, • Contract discussed, cost and • Commercial terms with water, land, electricity, marketing, etc IHS Markit Study $40,500term estimates- - $40,500 $81,000 land, electricity, marketing, etc • Series A preparation

Technology AdvisorFunding $34,500 - - $34,500 $69,000 Funding Funding • Founder Equity • Founder Equity • ND Dev Fund (Request) Total • NDIC$950,000 Grant - - $950,000 $1,900,000 • ND Dev Fund • Private Equity Commitment • City of Williston Star Fund • City of Williston Star Fund • State/Federal Grants

CONFIDENTIAL FEL-3 Project Plan

CONFIDENTIAL Project Impact on North Dakota

Year 2020 2021 2022 2023

SEED DEVELOPMENT CONSTRUCTION PRODUCTION

Stage FEL-2 & FEL-3 Acquire Land Instrumental Design Plant Start-up Project Management Drill & Install SWD Equipment Order Operations Team Commercial Agreements Rail Access/Build Installation Working Capital Capital Raise Water Pipeline On-site Construction

Full Time Employees 2 4 10 55

Local Contractors 3 25-50 150-250 50-150

Local Spend $0.5 M $5 M $50 M $25 M

Value Local Partnerships, SWD Operation Local construction and $60 M New Products, Created Project Evaluation supporting local O&G investment $30 M Exported

CONFIDENTIAL Wellspring Hydro Vision

Produced Water Environmental Strategic Fit in a Petrochemical The Original Vision of Lithium Sustainability Corridor for Economic Growth Extraction from Oil & Gas

► The Bakken produced over 1.8 ► Wellspring Hydro’s business model ► The original vision of removing Million barrels per day of produced could be utilized and replicated to Lithium from the produced water water in 2019. Although the fit a larger petrochemical strategy. stream is still a key focus. original scope focuses on 20,000 ► The Bakken’s high volume of ► Lithium recovery research from BBL/D, the vision is to continue weak brines is on-going elsewhere, exploring ways to have an produced water provides a secure source of sodium chloride salt and we plan to apply learnings at environmental impact on a current Wellspring Hydro waste stream. distilled water for world scale chlor-alkali plants ► After salt removal concentrations ► Separation of salt and water from of remaining elements (including produced water elevates ► Chlorine is a feedstock for multiple lithium) increases 2.5 x concentration of other valuable petrochemicals including ethylene elements such as lithium, calcium dichloride, vinyl chloride, chloride and others, creating polyurethanes and others. potential feedstocks for more value-added processes

CONFIDENTIAL THANK YOU

CONFIDENTIAL Series A/B Investment

Wellspring Hydro is evaluating three main funding sources for Series2017 A/B-2019 investment; Q4 2019 Q3 2020 Q2 2021 Q1 2023 1. Private Equity • Wellspring Hydro has partnered withPhase a PE 1 company Funding with significant Phase 2 Funding experience in raising >$100 M in the water treatment space. The primary focus of this partnership was to gain access to partners and relationships to raise this investment. In addition, we have met with CONCEPTseveral PE and VC firms toSEED validate our approachDEVELOPMENT. CONSTRUCTION START-UP 2. State/FederalSTAGE Grant STAGE STAGE STAGE STAGE • Wellspring Hydro is pursuing a long-term association with the BusinessUniversity Plan of North Dakota,FEL -focused2 & FEL-3 on developed research.Acquire Land The Instrumental Design Plant Start-up FeasibilityDepartment Analysis of EnergyProject has several Management programs to supportDrill & Install the researchSWD Equipment Order Operations Team Pre-FEEDand Engineering execution of theseCommercial projects. Agreements For reference, ourRail technical Access/Build advisor Installation Working Capital Vendorhas Quotations secured >$25 M fromCapital the DOE Raise on a previous chlorWater-alkali Pipeline project. On-site Construction 3. State/Federal Debt • Wellspring Hydro has met with several banks both state and federal that have expressed interest in significant up to ~$100 M USD in loans to support this project. Debt financing will certainly play a significant role in raising this capital, either directly or through a combined raise with private equity. 0.4 M USD 3.1 M USD 5.3 M USD ~59 M ~100 M The key focus of SEED investment is to secure long-term contracts on major revenue and cost, which will reduce the risk in executing the business strategy. Total raise expected in Series A/B through debt and equity to be ~$159 M USD CONFIDENTIAL Working Team

Logo Company Description Location Wellspring Hydro’s management team has the leadership, sales, marketing, and technical experience to support the management of the Wellspring Hydro Williston, ND FEL-3 project.

Hargrove is an EPC project execution and automation firm that works Hargrove Engineers and with capital project managers and facilities managers to overcome Birmingham, AL Constructors challenges on complex projects.

SEP is a specialist for evaporation and crystallization processes and is a SEP (Salt & Evaporation leading supplier for produced water treatment technologies. Winterthur, Switzerland Plants) LTD

Neset provides services including consulting, engineering services, NESET Engineering drilling geology, geological analysis, reservoir analysis, HSE analysis, etc. Tioga, ND

The IHS Markit team of subject matter experts, analysts and consultants IHS Markit offers the actionable intelligence you need to make informed decisions. Houston, TX

Evaluating other consultants and subject matter experts to help support Other design, technical, utilities, and marketing support. TBD

CONFIDENTIAL Hargrove and Associates Inc. 600 Corporate Parkway - Suite 200 Birmingham, Al 35242 205.484.0227 - hargrove-epc.com

Project Paddlefish FEL-3 Study

Wellspring Hydro Inc. Williston, ND

To: Mr. Norm Christensen

HRBH201565 r0 May 29, 2020

Proposal HRBH201565 – Project Paddlefish

Wellspring Hydro Inc. is pursuing development of a state-of-the-art chlor-alkali facility in western North Dakota. The Williston Basin oilfield brine will be used as the feedstock to operate the chlor-alkali plant.

The proposed facility for this evaluation is sized based on the local and regional markets for hydrochloric acid. The Chlor-Alkali Unit (CAU) will be sized for 75 STPD chlorine for Phase 1 and 150 STPD chlorine for Phase 2. Salt requirements for the CAU will be fed from a Salt Crystallizer, and a saturated brine created within the CAU.

The CAU will use membrane technology to produce chlorine, hydrogen, and sodium hydroxide. Chlorine and hydrogen will feed a hydrochloric acid synthesis unit, and sodium hydroxide will be concentrated to 50 wt% for sale. The unit will include a bleach production unit that will also serve as the emergency chlorine vent scrubber, but the plant will produce minimal bleach due to the weak local market.

Scope of Work

This proposal is in response to Wellspring Hydro’s request for a FEL-3 study for a new 75 TPD Chlor-Alkali Plant expandable to 150 TPD chlorine. This proposal is an estimate for FEL-3 engineering for the scope defined herein.

As part of the study Hargrove and SEP will perform the following activities:

 Develop Produced Water Treatment, Salt Crystallization, and CAU process requirements, utility and electrical requirements.  Perform studies for salt crystallization to ensure CAU brine quality requirements.  Determine optimal CAU plant layout.  Request firm quotes on major equipment items. Pricing for minor items will be determined from historical projects or Aspen Capital Cost Estimator (CCE) estimates.  Finalize electrical requirements for the new CAU and overall site infrastructure.  Develop priced equipment list for process and electrical equipment as required in this scope.  Perform an FEL-3 grade (+/- 10%) estimate for the overall facility.

At the completion of the study, Hargrove will present Wellspring Hydro with documentation to support their decision to proceed with the plant expansion. This documentation will include the following:

 FEL-3 Report  Priced equipment list  Factored estimate (+/- 10%)  Enhanced PFDs  Preliminary P&ID’s  FEL-3-grade detailed plot plan showing new equipment

Page 2 of 11 Proposal HRBH201565 – Project Paddlefish

Process systems included in the evaluation:

• Brine Precipitation pending crystallized salt quality • Secondary Brine Treatment o Polishing filtration o Ion Exchange • Brine Electrolysis • Anolyte Handling • Catholyte Handling • Hydrogen Generation • Depleted Brine Dechlorination • Chlorine Cooling & Demisting • Hydrogen Cooling & Demisting • Hydrochloric Acid Synthesis • Caustic Evaporation • Sodium Hypochlorite Bleach Production & Emergency Vent System • Utilities o Chilled Water o Cooling Tower Water o Steam o DI Water o Nitrogen

Deliverables

Process FEL-3 Activities/Deliverables

• Product/plant capacity design basis • Phase 1: 75 TPD chlorine • Phase 2: 150 TPD chlorine • Auxiliary Facilities and Building Requirements • Enhanced PFDs with stream tables, major process line sizing, and preliminary control strategy defined • FEL-3 heat and mass balance (SEP & Hargrove)

Page 3 of 11 Proposal HRBH201565 – Project Paddlefish

• P&IDs to IFA Quality, major process line sizing, and control strategy defined with utilities • Line sizing and line list for major lines • Pump sizing for critical services • Process studies

• Produced Water Treatment (SEP) • Produced Water Treatment plant shall include the 1x100% pre-treatment steps for conditioning of brine prior to feeding it to Crystallizer. • Mechanical Treatment • Chemical Treatment

• Salt Crystallizer (SEP) • The treated produced water will be sent to the salt crystallizer where the highly saline solution will be concentrated to precipitate high purity sodium chloride. The crystallizer unit will consist of a 2x50% crystallizer trains. The first phase will only require a single crystallizer train and a 2nd identical train will be supplied in Phase 2. The plant will use mechanical vapor recompression (MVR) technology to promote energy efficiency.

• Overall CAU Balance (Hargrove) • Including hydrogen generator for excess hydrogen production • Utility balances • Cooling water • Chilled water • Steam • DI Water • Preliminary Nitrogen system sizing • Process equipment firm specifications and quotations (Definition of spare recommendations with pricing and vendor start-up service requirements) • Brine Electrolyzers • Hydrogen Generator (Steam Methane Reformer) • HCl Synthesis Units • Bleach plant/Emergency Vent System with 150 TPD Cl2 scrubbing capacity • Caustic evaporator • Tanks – FRP, Lined carbon steel, stainless steel, titanium, and nickel • Pumps • Heat exchangers • Demisters – Wet chlorine and hydrogen • Brine Filtration • Brine I/X System • Natural gas boiler(s) for steam • Brine dechlorination vacuum system • Cooling Tower • Chilled Water System • Technical bid evaluation of process equipment proposals and vendor selection recommendations

Page 4 of 11 Proposal HRBH201565 – Project Paddlefish

• FEL-3 level safety review • Equipment list with +/- 10% pricing • Scope of Work (SoW) for FEL-3 Report • Estimating support

Civil/Structural FEL-3 Activities/Deliverables

• Civil/Structural specifications & Design Criteria • Definition of site location • Rail spur & switch layout • Geotechnical- • Civil Site Preliminary Design- (Grading, drainage, roads, railroads & fencing)

Architectural (preliminary design) • Pre-Engineered Building performance specifications • SWD • Produced Water • Salt Crystallizer • Salt Storage • CAU • Cell Renewal • Boiler building • Entrance gate • Stick Built • Administration Building • Electric center • Control/Rack Room • Lunch room • Gym • Locker Facilities • Civil Site Sketches/Quantities • Clearing & Grubbing • Site preparation • Storm Water Drainage • Rail spurs and switches

Page 5 of 11 Proposal HRBH201565 – Project Paddlefish

• Piling preliminary design • Foundation Sketches/Quantities • Specialty Protective Floor Coatings • Containment Considerations • Structural Steel Sketches/Quantities • Steel & concrete Support Structures • Pipe Racks • Pipe Supports • FEL-3 Scope Write up

Mechanical FEL-3 Activities/Deliverables

• Mechanical/Piping Specifications & Design Criteria (HVAC, Plumbing & FP) • Detailed Equipment Arrangements • Line/Specialty/Tie-Point List • P&ID’s Development • Definition of major piping runs • Piping/Valve Quantities

• Pre-Engineered Buildings • Winter- Gas-Fired Air Make-Up Units • Summer- Gravity with louvers, Ridge Vent in CAU • Stick Built Buildings • HVAC Design • Sub-Contract Pricing • Fire Protection Design • Sizing of Fire Water Storage Tank and FP System • FEL-3 Scope Write up

Electrical FEL-3 Activities/Deliverables

• Specifications & Design Criteria • Project Specifications/Firm Equipment Bids (Subs., MCC's, VS Drives, PLC's, Motors) • Define Electric Center Requirements, Locations, and Sizes • Detail Equip. List (Vendor-specific with firm prices)(Include Demo., Reloc, & Mod. Equip) • Preliminary Power Distribution Single Line Diagram • Describe Lighting and Grounding Requirements • Definition of major cable runs • FEL-3 Scope Write up

Page 6 of 11 Proposal HRBH201565 – Project Paddlefish

Instrumentation FEL-3 Activities/Deliverables

• Material Specifications & Design Criteria • Development of instrument specifications w/quotations(700 for CAU) • Level Gauges & transmitters • Temperature transmitters • Desuperheater • Ca + Mg Analyzer • Radar Level • Thermometer • Pressure transmitters • Pressure Regulators • H2 In Chlorine • H20 In Chlorine • Pressure Switches • Flow meters • Flow Switches • Turbidity Meter • Orifice Plates • Flow Indicators • Transducers • Manometers • On/Off Valves • CV's • Pressure Gauges • Capacitance Level Switches • Automated valves • On-Off Valves • Analytical Instruments • H2 in CL2 • Calcium Mag Analyzer • Priced Instrument Index • P&ID’s maintenance • Control/Rack Room Layout • I/O List • Project Specifications/Firm Equipment Bids (PLC and DCS Equipment) • Preliminary Control Architecture • Major Cable Runs • Scope Write-up for FEL-3

Page 7 of 11 Proposal HRBH201565 – Project Paddlefish

Project Management/Controls FEL-3

• Level I Schedule for FEL-3 • EPCm Execution Plan • Sub-Contract Plan • Level I Schedule for EPCm execution of project as part of the final report • Weekly/Monthly Status and Cost Reports • Change management • One field trip included • Delivery of compiled FEL-3 Report & estimate

Estimating FEL-3 • Define basis of estimate • Quantified estimate based on equipment definition and cost • Labor wage rates- Based on local • Levels of contingency & escalation • Define owner’s cost • Project risk evaluation • Roll up of FEL-3 (+/- 10%) Estimate

Clarifications + Assumptions

1. At the time of completing this proposal, SEP had not defined the specification of the salt feed to the chlor- alkali unit. The variability of the composition of the incoming produced water feed to the facility has also not been defined. Hargrove expects to receive a predicted salt quality specification from SEP prior to initiating FEL-3 activities, but this composition could change depending on variability in the incoming produced water. 2. This proposal is based on providing an FEL-3 grade estimate of the equipment and infrastructure scope identified in Hargrove’s FEL-2 report. Significant changes to the composition of the salt feed to the CAU could require additional hours to evaluate new brine treatment requirements and specify and bid additional equipment. These changes will be addressed through Hargrove’s change management procedures as needed. 3. Wellspring Hydro is to provide a geotechnical report prior to commencement of the FEL-3. 4. There has been no time included for PHA facilitation or participation during this phase of the project. 5. Sub-station has been excluded. 6. Hargrove assumed in the FEL-2 study that a Sulfate Removal System (SRS) and a Chlorate Destruct System is not required for this design. The need for these systems will be defined in the FEL-3 after the CAU salt feed specification is defined and an electrolyzer cell technology vendor is selected. Additional hours may be required to design, specify, and bid the equipment for these systems. 7. Hargrove assumed in the FEL-2 study that the crystallized salt from the SEP crystallizer will be high quality (99.9 wt% pure NaCl). A brine precipitation process was not anticipated to be required, but the equipment

Page 8 of 11 Proposal HRBH201565 – Project Paddlefish

cost was included in the FEL-2 estimate. The final definition of the need for this treatment system will not be determined until the CAU salt feed specification is defined. 8. Specialty item costs will be based on historical pricing. 9. The above scope has been defined based on Hargrove’s typical approach to this type of project. If during the discovery phase additional study or scope items are discovered, it may impact the cost as proposed. If this should happen, Hargrove will define the cost associated with the discovery and will submit to Wellspring Hydro for approval prior to performing the additional work.

Team

The team will be led by J. Scott Cooper.

Page 9 of 11 Proposal HRBH201565 – Project Paddlefish

Schedule

The FEL-3 evaluation effort will take approximately 16 to 18 weeks and can begin immediately after receipt of PO. A schedule will be developed upon project Kick-off

Commercial

Our budgetary proposal cost is:

$ 1,700,000.00 (Hargrove & SEP ) $ 50,000.00 (3D Fly-Over View for Investors)

This proposal is good for 30 days from the date of this proposal.

Terms and Conditions:

Once Wellspring’s Project is funded, we will submit our standard terms and agreement for your review..

Any changes to this proposal/contract may constitute a “Change Order” to the contract that must be agreed upon by both parties before any work related to the change begins.

Because of no credit history, Hargrove will require a pre-payment of 25% prior to the kick-off meeting.

In the event the project is cancelled after the notice to proceed (or signed contract or PO) has been received, Hargrove will be paid for its progress to date on the project.

If Hargrove is the successful bidder, please email purchase order directly to [email protected].

If you have any questions, please do not hesitate to call me. Hargrove appreciates the opportunity to execute this work for Westlake.

Thank you,

J. Scott Cooper | Leader of Projects- Chlor Alkali Hargrove Engineers + Constructors | Birmingham, AL p: 205.484.0241 | c: 205.901.7887 [email protected]

Page 10 of 11 Proposal HRBH201565 – Project Paddlefish

www.hargrove-epc.com

Page 11 of 11

Confidential Proposal

Chlor-Alkali (Caustic Soda, Hydrochloric Acid, Calcium Chloride) Market Study April 6, 2020

Prepared for: Submitted by: Mark Watson Lisa (Drabiak) Wood CEO Director Triple 8, LLC. Dba Wellspring Hydro IHS Global, Inc. 4828 Highway 85 15 Inverness Way East Williston, ND 58801 Englewood, CO 80112

IHS Markit Reference#: Proposal Date: April 6, 2020 (proposal valid for 30 days) OP0001115145

April 6, 2020

Mark Watson CEO 4828 Highway 85 Williston, ND 58801

RE: Chlor-Alkali Market Study

Dear Mr. Watson

Thank you for approaching IHS Markit (“IHS Markit”) to provide consulting services to Wellspring Hydro. IHS Markit combines world class data, analytics and consulting to help clients solve their most pressing business issues.

In response to the request, IHS Markit has developed this consultancy proposal which describes how we will work together.

This proposal sets out clearly:

• the background to your enquiry • the objectives of our engagement • the scope of our work • our approach to delivering the consultancy to you • the expected time it will take to complete the work • the deliverables that you will receive • our professional fees • the key team members that will work with you • the terms that will govern our work together We also provide further information about IHS Markit and in particular set out some examples of our experience that are relevant to your selecting IHS Markit for this important project.

We trust that this proposal clearly sets out and meets all of your requirements; the IHS Markit team is ready to answer any questions that you may have. Once you are ready to proceed with the engagement, please indicate your agreement by completing and signing the acceptance page 25 of the proposal and returning a copy to IHS Markit.

We thank you in advance for selecting IHS Markit and look forward to working together in a mutually successful relationship.

Yours sincerely

Christopher Geisler Vice President - OMDC Consulting, Americas [email protected] Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Table of Contents

Proposal Points of Contact ...... 3 Introduction ...... 4 About IHS Markit ...... 5 IHS Markit Chemical Solutions ...... 5 Objectives of the Engagement ...... 6 Scope of Work ...... 6 North American Sub-Region Definition Listing ...... 12 Approach and Methodology ...... 13 Deliverables ...... 16 Team Organisation ...... 16 Workplan and Schedule ...... 16 Professional Fees...... 17 Project Terms & Conditions ...... 19 Special Terms & Conditions ...... 20 Acceptance of Terms – Signature Page ...... 25 Appendix A: Standard Terms and Conditions ...... 26 Appendix B – IHS Markit Internal Revenue Milestones ...... 30 Appendix C – IHS Markit Profile ...... 31 Appendix D – Qualifications ...... 33 Appendix E – Selected Project Team Biographies ...... 35

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Proposal Points of Contact

Client Contact(s):

Mark Watson CEO Wellspring Hydro Williston, ND 58801 Tel: 701 770 8662 Mobile: 281 813 6735 Email: [email protected]

IHS Markit Contact(s):

Lisa (Drabiak) Wood Director Chemical Consulting IHS Global, Inc. 2002 Timberloch Place, Suite 200 The Woodlands, TX 77380 Tel: 281 752 3221 Email: [email protected]

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Introduction

Wellspring Hydro has requested IHS Markit complete a proposal to carry out a detailed review of the North American Chlor-Alkali market, with particular emphasis on Caustic Soda (NaOH) and Hydrochloric Acid (HCl) as an outlet for their Chlorine. Additionally, Calcium Chloride (CaCl2) will be covered. More granularity will be placed on the Western and Mid-Continent sub-regions as available.

The Client

Triple 8 LLC, DBA Wellspring Hydro is developing a state-of-the-art chlor-alkali facility in western North Dakota, using Williston Basin oilfield brine as the feedstock to manufacture hydrochloric acid and caustic soda.

Recently The North Dakota Development Fund, a funding program within the North Dakota Department of Commerce, awarded funding to Wellspring Hydro for a $250,000 investment for working capital.

The Project

IHS will provide to Wellspring Hydro, as part of this engagement, certain data and analysis of the caustic soda, hydrochloric acid, and calcium chloride markets as described in the Scope of Work.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

About IHS Markit

IHS Markit (NYSE: INFO) is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. IHS Markit has been providing comprehensive information and expert independent analysis and insight to clients for more than 50 years, enabling critical business decisions with speed and confidence. IHS Markit has more than 50,000 key business and government customers, including 85 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, IHS Markit is

FINANCIAL committed to sustainable, profitable growth. CHEMICAL MARKETS DATA & SERVICES

IHS Markit brings together nearly 2,000 consultants, ECONOMICS & researchers and economists in 150 countries across ENERGY COUNTRY RISK multiple industries. These interconnected capabilities within the IHS Markit umbrella allow us to provide timely, insightful and expert information, ENGINEERING & AUTOMOTIVE analysis and advice. PRODUCT DESIGN

We bring a unique combination of breadth and depth of expertise, with extensive industry data and AEROSPACE, OPERATIONAL RISK DEFENSE & & REGULATORY expertise along the entire energy and chemical value SECURITY COMPLIANCE chain, drawing on the vast knowledge accumulated by our legacy brands, including Cambridge Energy MARITIME TECHNOLOGY, Research Associates (CERA), JS Herold, and ODS & TRADE MEDIA & TELECOM DIGITAL & WEB Petrodata from upstream, Purvin & Gertz from the SOLUTIONS mid/downstream, McCloskey Coal, Chemical Markets Associates Inc. (CMAI) and Stanford Research Institute Consulting (SRIC), as well as economic and industry research provider, Global Insight.

More detail is provided on IHS Markit in Appendix C.

IHS Markit Chemical Solutions

Our chemical information solutions provide the cutting-edge research and forecasts necessary to gain a competitive edge. Combining the former CMAI and SRI Consulting groups, together with Chemical Week Magazine, Harriman Chemsult and PCI Acrylonitrile, into one integrated business unit comprising its multiclient and single client services, we offer over 200 chemical experts, analysts and researchers who are well respected throughout the industry for their deep-rooted analysis and forecasts. The value that IHS Markit can now offer has been extended by connecting clients with the vast resource of insight and expertise that exists across IHS Markit including energy, supply chain, automotive and economics.

This heritage enables us to offer an unparalleled depth of understanding in all of our consultancy work, providing our clients with unique perspectives on the opportunities for their business.

Selecting IHS Markit for this study will provide Wellspring Hydro with an experienced project team and unparalleled expertise in the chlor-alkali industry.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Objectives of the Engagement

IHS Markit’s overall objective in this engagement is to assist Wellspring Hydro with a detailed review of the chlor-alkali market as they plan for investment in a chlor-alkali facility in western North Dakota. Products of highest interest include caustic soda, hydrochloric acid, and calcium chloride. Scope of Work

Geographic scope of coverage for this chlor-alkali market study will be North America, defined as the United States and Canada excluding Mexico.

The United States and Canada will be divided into the following five sub-regions: Western US and Canada, Mid-Continent (Incl. Manitoba, Ottawa and Saskatchewan), US Gulf Coast, Southeast US, Northeast US and Eastern Canada as illustrated in the color-coded map below. A definition listing of states/territories per sub-region can be found on page 12. Sub-regional review will be applicable to caustic soda and hydrochloric acid only, primarily from a demand understanding perspective. Calcium chloride insights will be made available on a sub-regional basis as available.

Note: Wellspring Hydro’s identified target sub-regions are the Western and Mid-Continent sub-regions.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

1. Caustic Soda Market Review

• Demand & Applications IHSM will provide demand by end use market (demand size and application area) for each of the sub- regions for the study start year (2019) and forecasted shifts in end use for 2025. • Trade Patterns IHSM will discuss caustic supply and trade patterns over the next five years based on existing capacity, plant expansions and closures, and speculative capacity. Each sub-regions’ typical production flow will be covered; if sub-region’s supply does not meet local demand estimated balance coverage from US Gulf Coast &/or other global regions will be noted. • Capacity Capacities will be provided for caustic soda for the time period 2019 to 2025 organized by sub-region. This will include location, and generic technology type used by producer. Announced and forecast capacity additions until 2030, if applicable, will be identified that affect the forecast. Capacity data will be broken down as nameplate and hypothetical capacity additions. Nameplate capacity is existing or planned/approved capacity. Hypothetical capacity additions are the necessary capacity additions forecast by IHS Chemical based on supply/demand balances, operating rates, and trade flows. • Caustic Soda Integration- Estimated Caustic Demand by End Use Customers IHSM will provide estimated caustic demand by end customers (larger than 5,000 metric tons per annum best efforts basis) for the key end uses of Pulp & Paper, MDI/TDI, Epichlorohydrin, Alumina, Polycarbonate, and TiO2 organized by sub-region for the year 2019. (Propylene Oxide demand for caustic is entirely captive). Emphasis will be placed on understand core demand outlets – which end uses are the primary demand centers per sub-region along with representative large customers of these end use sectors. • Additional key insights related to Caustic Soda to include: o Qualitative discussion around the typical contract structure for caustic soda, including understanding of pricing mechanism. o Transportation mode distribution – estimated percentage of caustic soda moved by rail versus truck versus barge. o Indication of percentage of caustic business at standard concentration versus more dilute options. o Indication of percentage of caustic market buying on ECU basis (“packaged deal”) versus caustic alone. • Caustic Soda Price Forecast IHSM will provide prices for North America Caustic Soda Contract Liquid Index (incl. forecast) FOB/US Gulf Coast for 2014 to 2030. Supporting data such as inflation, Brent crude oil and feedstock forecasts will be provided. Prices will be provided in both current and constant 2019 dollars and discounts will be provided where available. • Capacity to Consume Chlorine IHSM will provide a high level demand summary of Chlorine at the regional level along with sub-regional level review of most prevalent chlorine outlets, high level integration/capacity to consume chlorine, any high level trends or changes expected in the coming years. IHS Markit will discuss (primarily on a qualitative level) the Chlorine side of buying on an ECU basis by providing some insights on chlorinated derivatives. Particular focus will be on the Western and Mid-Continent sub-regions.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

2. Hydrochloric Acid Market Review Hydrchloric Acid coverage will following a similar structure as above for caustic soda. • Sub-regional supply/ demand for the years 2019 – 2025 o Supply: IHSM will identify current merchant market suppliers of hydrochloric acid and will estimate supply volume available on an annual basis, 2019 to 2025. . Distinction of captive suppliers will be added for understanding of all participants. . Suppliers will be identified by industry or production process (by-product vs. on- purpose) for each of the five sub-regions. o Demand: IHSM will provide an analysis of the merchant market for hydrochloric acid by end use for 2019 to 2025. o This will include the following end uses: . Oil and gas extraction; . Food; . Steel pickling; . Calcium chloride; . Silicones. . IHSM will estimate the size of the US merchant market for hydrochloric acid compared with captive end use. • Summary of key drivers and trends for the near term (through 2025) • Market channel review • Market pricing characterization 3. Western and Mid-Continent Sub-Regions Deep Dive As Wellspring Hydro’s potential sub-regions of interest, IHS Markit will go another level deeper on the Western and Mid-Continent Sub-regions for both caustic soda and hydrochloric acid. A list of key consumers in the Western and Mid-Continent US and Canada and ballpark estimate of yearly consumption will be compiled on a best effort basis. Note: demand less than five thousand metric tons per annum will be excluded from this exercise. As this range of 5-10 thousand metric tons is entering the quantities of distributors these players will be noted as well.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Example Deliverable Output:

4. Market Sentiment for New Entrant

Leveraging Chlor-Alkali Markit Advisory Services knowledge base, IHS Markit will gauge current market sentiment of the competitive landscape, and potential interest in additional participants in this space. Topics to include: key success factors, potential gaps, and high level five-year strategic outlook.

5. Chlor-Alkali Production Cost Competitiveness

The analysis will be conducted in the form of a stacked-bar comparison of the main cost components of producing and delivering caustic to the target market(s) for the year 2020. IHS Markit’s suggested producers include Chemtrade, OxyChem, ERCO (large Western and Mid- Continent sub-region player) – to be reviewed and confirmed by Wellspring Hydro. Analysis not to exceed three to four players. IHS Markit has developed a methodology that ensures that analysis requiring insight into competitive production costs can be undertaken to provide relative economics, but still retain the privileged status of the client input data. IHS Markit has an extensive database, including a broad range of cost models for the full spectrum of products it analyzes. This database is routinely updated and is used for producer comparisons by adjusting data inputs to reflect each producer’s situation. Factors considered include, technology, elements of local fixed and variable cost, fixed cost variance due to plant scale and feedstock, and product value adjustment due to integration and location. IHS Markit cost analyses are based upon the following inputs:

• Raw material usage and product yield by technology • Raw material and co-product prices adjusted for location and site-specific factors • Utilities usage by technology, with prices adjusted by location • Direct fixed costs: - estimates of manpower costs - maintenance (as factor of replacement capital)

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

• Indirect fixed costs: - estimates of local taxes and insurance (as a factor of replacement capital) - plant overhead (as a factor of direct fixed costs; they typically include administration, plant engineering, training, distribution, and safety and health)

The results of IHS Markit’s cost assessment (logistics, including associated cost of storage and port fees for exports; bagging; duties; fixed costs; net feedstock; other variable costs) can then be evaluated relative to each other.

Sample Delivered Cost Analysis (illustrative)

6. Calcium Chloride Market Review

As Calcium Chloride is the 3rd largest single merchant end use market for hydrochloric acid in North America, Wellspring Hydro has also requested coverage for market understanding.

IHSM will utilize IHS Chemical standard offerings (e.g. CEH) supplemented with some additional discovery.

IHSM will cover high level understanding of producers (natural occurring vs. neutralization of limestone) focusing on the latter which are consumers of hydrochloric acid. Qualtative discussion around merchant versus captive market will be included as many calcium chloride producers are utilizing HCl typically on-site with by-product acid producers. IHSM will also estimate consumption volumes available to merchant HCl sellers.

Additional insights will include: key drivers and trends; overall US supply/demand; trade dynamics; capacity changes; growth trends.

Please note: Calcium Chloride coverage will not be to the level of granularity of caustic or hydrochloric acid coverage. Sub-regional focus for the West and Mid-Continent region will be covered on a best efforts basis, primarily qualitatively.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

The above chlor-alkali analysis will be completed by first leveraging various IHS Chemical in-house resources, and then supplemented with a high level of market discovery in order to provide the necessary granularity to evaluate entrance into this intricate market. This further discovery will include secondary research accessing both internal non-confidential information as well as public domain information. Trade journals, company financials, industry reports, trade statistics, technology-related literature, patent, and other public information will be reviewed in order to update market information associated with the relevant chlor-alkali markets, and the major producers and consumers that participate in this space. Additional key market insights will be provided on a best effort basis.

IHS Chemical shall also identify and comment on any matters that come to its attention during preparation of deliverable which is perceived valuable to Wellspring Hydro’s view of the US caustic, hydrochloric acid and calcium chloride markets.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

North American Sub-Region Definition Listing

WESTERN MID CONTINENT US GULF SOUTHEAST NORTHEAST (CANADA & USA) COAST USA (CANADA & USA) (CANADA & USA)

Alberta Manitoba Texas Florida New Brunswick

British Columbia Ontario Louisiana Georgia Newfoundland

Arizona Saskatchewan Kentucky Nova Scotia

California Arkansas N. Carolina Quebec

Colorado Illinois S. Carolina Connecticut

Idaho Indiana Tennessee Delaware

Montana Iowa Alabama Maine

Nevada Kansas Mississippi Maryland

New Mexico Michigan Massachusetts

Oregon Minnesota New Hampshire

Utah Missouri New Jersey

Washington N. Dakota New York

Wyoming Nebraska Pennsylvania

Alaska Ohio Rhode Island

Oklahoma Vermont

S. Dakota Virginia

Wisconsin West Virginia

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Approach and Methodology

To the extent relevant and necessary for completing the Scope of this project, IHS will employ several of the Methodologies outlined below.

FORECASTING METHODOLOGY

IHS has earned a reputation within the petrochemical industry for its ability to build upon its extensive models and databases and to provide meaningful forecasting and strategic planning services to its clients. Looking past the “numbers” has allowed IHS to not only provide clients with short-term solutions, but to also become a valuable partner in longer-term strategic planning with an eye to the global petrochemical picture.

SUPPLY/DEMAND FORECASTING IHS utilizes Supply and Demand Models for analysis on a wide variety of petrochemicals. In order to prepare historical and forecast demand for the basic petrochemicals, such as ethylene, propylene and benzene, we first prepare demand and production forecasts for all of the derivatives. For example, by first completing a comprehensive worldwide balance for acrylonitrile, country by country, we can determine the amount of acrylonitrile that will be manufactured in each country and, therefore, the amount of propylene that will be required for production of acrylonitrile. This model has been developed for a wide variety of petrochemicals.

With the model constructed, the key to the longer term forecast is how to establish demand growth.

Most of the derivatives that follow from the base petrochemicals are used to produce items that are best classified as consumer goods, whether they are the goods themselves or the packaging for the goods. Demand for consumer goods is driven by consumer spending which is a function of many factors; among them interest rates, prices, consumer confidence and economic strength.

IHS has developed a demand model driven by expected GDP growth, and for each country and product a GDP elasticity forecast has been developed. Petrochemical elasticities are the ratio of growth of demand for a particular petrochemical versus growth for GDP. An elasticity of 2.0 means that demand is growing at twice the rate of GDP. In general, the elasticity of industrialized regions and countries is between 1.0 and 2.0 while those for developing countries can vary between 2.0 and 6.0. The forecast of elasticity is based on several factors:

• Past Relationships • Per Capita Consumption • New Capacity Additions • Prices Having developed a demand forecast, IHS will then estimate how the demand will be met. Where there is spare capacity to produce or where new units are under construction or planned, production can be increased and trade patterns are changed in order to supply growth in importing countries. Where new capacity is needed, IHS makes assumptions based on the rate of demand growth in a country, its requirement to import without the new capacity and its competitiveness. For example, in a long term forecast, IHS will assume more new polyethylene capacity in countries or regions with access to cheap ethane than in those needing to import naphtha.

The balances for the “derivatives” are completed so that there is no trade imbalance nor inventory swing in the forecast years. The production numbers generated for each country are fed back into the “intermediate” or “petrochemical” balance in order to derive demand for these products. Production and trade are estimated for these products using the guidelines indicated above.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

This hierarchy of product balances ensures consistency throughout IHS’s database and creates a system that is flexible enough to reflect changing economic assumptions.

For supply/demand forecasts that go beyond the next five years it is necessary to make assumptions about further capacity additions. This is done in the supply/demand balances in order to ensure that production is increased to meet demand, but no new units have been included in the company by company capacity tables. Production is increased in specific countries in increments that reflect likely capacity additions, but these capacity additions are not associated with any specific company or location within the country.

Capacity is increased in those locations that make the most economic sense, either because of local demand growth or because of advantaged feedstock and proximity to growing markets.

CAPACITY METHODOLOGY IHS has an extensive proprietary program to manage capacity data information called CAPS (Commercial Analysis & Planning System). Capacity information is used to establish how much of a material can be produced or consumed in a country or region, who are the major producers of each product, and how the industry has changed in terms of ownership. IHS has capacity data for base petrochemicals and primary derivatives for every producing country in the world to include:

• Historical and forecast capacities for every country and company • Summary lists of capacity expansions, closures and name changes • Capacity integration tables by site for every country and company • Top production/consumption and surplus/deficit lists by company or shareholder • Company ownership and shareholder subsidiary research The database is updated routinely with new project announcements, expansions, start-ups and shutdowns. IHS also maintains an extensive company ownership database that allows the system to extract capacity data by producing company name or by shareholder(s). IHS’s basic capacity data has evolved over a period of years and is continually refined.

Generally, this information is verified through discussions with representatives of the companies that are listed in the capacity tables during personal visits to their offices or during meetings at other venues.

This database contains existing and planned capacity, where planned capacity is either under construction or announced for completion over the next four to five years. Capacity announcements farther forward than five years in the future are seldom made and are often not very specific.

PRICE AND MARGIN FORECASTING METHODOLOGY Price and Econometric Models are utilized to house and aid in the development of IHS’s price forecasts. In the international petrochemicals and polymers businesses there are three elements to generating price forecasts. The first is to generate a production cost forecast, the second a margin/profitability forecast and the third, where applicable, a forecast of tariffs.

To generate a forecast of production costs one must generate a forecast of feedstock cost and, in most cases, these feedstock are either other petrochemicals or petrochemical feedstock, such as naphtha, propane and ethane. It is necessary to generate a price forecast for ethylene before generating a price forecast for HDPE, but the HDPE supply/demand forecast must be done before ethylene. As a result, some iteration is required.

The supply/demand balance is used to generate the forecast of margins and profitability. High operating rates lead to good margins and low operating rates lead to poor margins. Historic trends are used to derive these forecasts. Forecasts of tariffs are only important when making price forecasts for countries that are

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

importing products and have import tariffs. Competitive cost curves set the floor prices for both a world and regional basis.

IHS’s price forecast methodology provides a cycle forecast for one future cycle, generally 5-7 years, and then reverts to a trend forecast for the long term. Petrochemical business cycles are influenced by periods of over and under-capacity.

Since companies seldom make announcements for capacity additions greater than 5 years forward, IHS includes a cycle forecast, based on the correlation between margin and operating rate, only during the near term forecast.

The cycle forecast is followed by a trend forecast based on a margin high enough to provide sufficient return to encourage investment in additional capacity as required, to meet demand growth.

IHS employs several different price forecasting methodologies depending on the timeframe in question.

• Short Term - Defined as the period inside two years, IHS is looking carefully at current pricing in the regions, inventory levels, momentum, maintenance outage schedules and other market- oriented indicators. IHS will review the month-by-month energy prices and adjust their short-term petrochemical forecasts accordingly. • Mid Term – IHS considers the mid-term to be the next petrochemical pricing cycle. This of course differs from product to product, thus the length of this term differs. Price forecasting within this mid- term is done by examining the factors used in the short term, but more emphasis is placed on the supply and demand fundamentals and the underlying cost structure of production. Within the mid- term consultants will also use historical data to apply the appropriate margin levels to the cost of production. These margins are a function of the supply and demand balances as well as an understanding of how these markets behave in different parts of the cycle. Changes in energy costs will flow through and affect these prices. • Long Term - The long term is the segment of the price forecast most obviously impacted by the underlying energy price change. After a complete price cycle, the product prices are forecasted on a trend basis. The cost of production for the price setting technology is examined regionally. To this cost a margin is added to derive a market price. The margin is determined by examining the returns on investment necessary to entice new construction without making them so attractive as to encourage overbuilding. It is within this long-term segment where the true effect of a base energy change is seen on petrochemical pricing.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Deliverables

The report will be completed in a management style PowerPoint presentation, and will provide graphics, analysis, and commentary in support of IHS Markit’s conclusions. Reports will be delivered electronically in the Adobe PDF format. Supporting data will be supplied as an Appendix in the Excel spreadsheet format.

Draft Report/Interim Report - IHS Markit will prepare a draft report for the above-mentioned scope. IHS Markit will correct any obvious inconsistencies in the report and provide a reasonable amount of clarification based on review of the draft report. Draft report/ interim report will also serve as a check point with Wellspring Hydro that topics are proceeding according to agreed upon scope topics. Team Organisation

Planned staffing of this Project includes IHS Markit resources to support the scope of Services described herein. IHS Markit will provide personnel having the skill and technical qualifications necessary to perform the tasks assigned to them to support the Project.

The preliminary version of our study team includes the following individuals:

Project Executive: Chris Geisler, Vice President, IHS Markit OMDC Chemical Consulting Project Manager: Lisa (Drabiak) Wood, Director, IHS Markit OMDC Chemical Consulting Team Member: Xiao Tan, Consultant, IHS Markit OMDC Chemical Consulting Team Member: Amreen Ali, Consultant, IHS Markit OMDC Chemical Consulting Team Advisor: Hazel Kreuz, Global Director – Chlor Alkali/Vinyls, IHS Markit OMDC Insight Team Advisor: Ana Lopez, Director – Chlor Alkali/Vinyls, IHS Markit OMDC Insight Team Advisor: Lina Suarez, Director – Chlor Alkali/Vinyls, IHS Markit OMDC Insight

Resumes of Key Team Members / Advisors are provided in the Appendices of this proposal.

The IHS Markit project team comprises experienced consulting staff supported by experts who will provide insight in each of the product areas, regional markets, technology and end-use applications, as shown in the organization chart. IHS Markit will also draw upon the experience and resources of its consultants in all of its offices around the world to provide input and support for this study as required.

The IHS Markit Project Executive will be responsible for overall coordination with the Client. The IHS Markit Project Manager will manage the IHS Markit study team on a day-to-day basis and liaise with the Client Team to ensure timely exchange of information and progress updates. Team meetings will be held (as shown in Project Preliminary Work Plan and Schedule) for review of technical details and progress on deliverables.

The IHS Markit Team will coordinate with the Client Core Team to ensure proper internal Client information and contacts in the Client organization are available. IHS Markit reserves the right to replace team members with others of suitable experience based on availability at the time of award. Workplan and Schedule

IHS Markit expects to complete the study 8 weeks following signature. Client recognizes that IHS Markit's ability to perform Services in the timeframe may depend upon Client's cooperation and timely inputs. Inputs might typically include Client Information, access to its facilities, filings with government entities, notices, availability for meetings and feedback.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Professional Fees

Based on the attributes of this Statement of Work, as outlined in the sections above, and in our Standard Terms and Conditions incorporated further below, IHS Markit will provide our Services on a fixed Professional Fee basis. Our fixed Professional Fee is USD 81,000 (eighty-one thousand US Dollars).

IHS Markit will be reimbursed by the Client for all reasonable Project related expenses incurred by IHS Markit in the performance of the Services, including, but not limited to, travel to and from the Client site (business class for intercontinental travel), ground transportation, lodging, meals, taxes, and miscellaneous expenses.

If, at any time in the performance of our work, there is a requested or required change in the scope of our Services, we will issue a Supplemental Statement of Work to reflect the requested or required change. This Supplemental Statement of Work will outline the additional services, associated fees and any change in the overall timeline. We will not perform additional Services without a mutually agreed and signed Supplemental Statement of Work.

IHS Markit will invoice the Fee as follows: 50% on signing of the contract; 25% upon delivery of the draft report; and the remaining 25% upon delivery of the final report. Project related expenses will be billed monthly as incurred.

The pricing for Services under this SOW is valid for the duration of the Services described herein, provided that Client executes and returns this Attachment to IHS Markit by April 27, 2020. Should the proposal be accepted after this date IHS Markit will be available to do the work but reserves the right to adjust the fees and schedule based on its then-current workload.

Fees and Expenses are due in the currency quoted and except as otherwise stated in the Agreement are not refundable. All Fees and Expenses are due within 30 days from the date of an invoice issued to Client by IHS Markit. IHS Markit may: (a) accrue interest at the rate of five percent (5%) above the European Central Bank “Marginal lending facility” rate, and/or (b) discontinue the provision of Services if Client does not pay any invoice by the due date. Client has no right of set-off.

Unless otherwise stated herein, all Fees and Expenses specified in this Agreement are exclusive of, and Client is solely responsible for, payment of all value-added, sales, use, import, duties, customs or other taxes applicable to the providing of Services under this Agreement, except for any taxes assessed upon the income of IHS Markit.

To receive tax exempt status, Client must submit applicable documentation proving tax-exempt status to IHS Markit prior to IHS Markit issuing the first invoice. Client must pay the said taxes invoiced prior to receipt by IHS Markit of such documentation.

The delivery of Services is deemed to occur as Services are completed in accordance with the Statement of Work. IHS Markit is happy to provide additional Services through execution by Client and IHS Markit of a subsequent statement of work. In the event of a requested or required change in the scope of our Services, Client and IHS Markit will formally agree upon the changes to scope and timing. We will not perform additional Services without a formal agreement in place. If the Parties make agreed changes to the SOW, then the Fees due under such SOW will be adjusted accordingly, as mutually agreed upon in writing.

Term and Termination

Unless sooner terminated in accordance with the provisions of this Agreement, the term of this Agreement as it applies to each SOW commences from the commencement date of the Services and continues until Services set out in this SOW are completed. Either Party may terminate this Agreement: (a) if the other

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Party commits any material breach under this Agreement and fails to remedy such breach within thirty (30) days of written notice thereof; or (b) without cause by giving thirty (30) days written notice. Upon termination of this Agreement or a SOW, Client shall pay the applicable fees for the Services performed prior to termination or an amount equal to 50% of the fees quoted, whichever is higher and any Expenses incurred up to and including the effective date of termination. For the avoidance of doubt, the termination of this Agreement as it applies to this SOW does not terminate this Agreement in relation to any other SOW that is in progress at the time of such termination.

Confidentiality

IHS Markit takes the confidentiality of Client information and its own information very seriously as well as conducting business within the applicable legal framework. During the course of the Project, Client and IHS Markit may exchange confidential information and/or different aspects of parties’ interaction may be subject to applicable laws due to the nature of the Project.

Each Party (“Discloser”) may disclose Confidential Information to the other Party (“Recipient”). Recipient will protect Discloser’s Confidential Information, using the same degree of care it uses to protect its own information of like nature, but no less than a reasonable degree of care. Recipient will use Discloser’s Confidential Information internally solely as necessary to perform its obligations under the Agreement or as may be agreed upon in writing by Discloser. Recipient will disclose Confidential Information only to those employees who have a need to know for Recipient to perform its obligations under the Agreement and who are subject to binding use and disclosure restrictions at least as protective as those described in the Agreement.

Confidential Information does not include information that: (a) is now or subsequently becomes public knowledge through no breach on the part of Recipient; (b) Recipient can demonstrate was rightfully in its possession before receipt from Discloser; (c) Recipient independently develops without using any Confidential Information; or (d) Recipient obtains from a third party without breach of a confidentiality obligation. Recipient may disclose Discloser’s Confidential Information pursuant to a valid order or requirement of a court or government agency if Recipient gives prompt written notice to Discloser to give Discloser the opportunity to prevent disclosure or protect Discloser Confidential Information. Upon any expiration or termination of this Agreement or SOW, Recipient promptly will return to Discloser or destroy all Discloser Confidential Information that it has in its possession or control related to the Agreement or SOW, as applicable.

Anti-Corruption and Export Control

Both Parties shall (i) comply with all applicable laws of the United States and other jurisdictions relating to anti-corruption and agree not to perform, offer, give and receive bribes or corrupt actions in relation to the procurement or performance of this Agreement and (ii) comply with all applicable export laws and regulations of the United States and other relevant local export laws as they apply to the Deliverables provided by IHS Markit under this Agreement. Failure to comply with all applicable anti- corruption or export control laws will be deemed a material breach of the Agreement.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Project Terms & Conditions

This Proposal is governed by the terms and conditions in this document and by the Standard Terms and Conditions in Appendix A, which are incorporated herein by reference. The Proposal and Standard Terms and Conditions together form the “Agreement”, capitalized terms in the Agreement shall have the meaning assigned to them in the “Definition of Terms”, below.

Definition of Terms 1.1 “Affiliate” means any legal entity which controls, is controlled by, or is under common control of either Party (ownership of more than 50% of assets or stock with control over day-to-day operations). 1.2 “Client” means the party as identified above in this Agreement. Unless otherwise permitted by IHS Markit in writing, the license to use the Deliverables is personal to Client and Clients Affiliates shall not use the Deliverables provided to the Client hereunder. 1.3 “Client Information” means any confidential or proprietary information or data provided by Client to IHS Markit to enable IHS Markit to perform its obligations under the Agreement. 1.4 “Confidential Information” means: (a) IHS Markit Property; (b) Client Information; (c) the terms of the Agreement; and (d) any information that by its nature, Recipient knows or should know is confidential or proprietary, including Discloser business or technical information. 1.5 “Deliverables” means the results of Services performed by IHS Markit for Client under a SOW. 1.6 “Expenses” means the reasonable and documented expenses incurred by IHS Markit to provide Services to Client, including hotel, meal, and travel costs. 1.7 “Fees” means the money owed to IHS Markit for Services provided in the SOW. Fees are exclusive of Expenses and taxes, which will be charged separately to the Client. 1.7.1 “Fixed Fee” means an amount specified in a SOW that is fixed and not dependent on the time spent or costs incurred by IHS Markit in performing the Services. 1.7.2 “Time-Based Fee” means an amount per hour, day or month specified in a SOW that is based on the time IHS Markit spends performing Services. 1.7.3 “Unit-Based Fee” means an amount specified in a SOW for each or a defined number of report(s) or datasheet(s) or any other kind of Deliverables as supplied by IHS Markit in performing the Services. 1.7.4 “Retainer Fee” means Fees prepaid by Client for Services. If Client has paid a Retainer Fee, IHS Markit will deduct from that Retainer Fee any Fees owed for any Fixed, Time-Based, or Unit-Based Services. 1.8 "IHS Markit Property" means: (a) the business process, management and analytics technologies of IHS Markit, including without limitation; any algorithms, analyses, data, databases, documentation, formats, forecasts, formulas, inventions, know-how, methodologies, processes, tools, trade secrets, and except as otherwise provided in a SOW, Deliverables, and (b) any and all derivative works, enhancements, or other modifications to any of the above. 1.9 “Party” means Client or IHS Markit and “Parties” means both of them. 1.10 “Services” means the work performed by IHS Markit for Client under a SOW. 1.11 “SOW” means the written Statement of Work, executed by both Parties, describing the Services, Deliverables, Fees, Expenses, estimated completion dates, or milestones and any special terms or conditions.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Special Terms & Conditions

Notwithstanding anything to the contrary in section 1.4 of Appendix A: Standard Terms and Conditions, the following Special Terms and Conditions shall apply to this SOW.

Client is currently contemplating the External Use as described below and is seeking IHS Markit’s consent to cite the External Use Deliverable(s) as described below in the External Uses. These Special Terms and Conditions, which constitute private and commercial acts done for private and commercial purposes, confirm the following agreements with respect to the External Uses and the External Use Deliverable(s).

“External Use Deliverable(s)”: Chlor-Alkali (Caustic Soda, Hydrochloric Acid, Calcium Chloride) Market Study “External Use”: Share the Deliverables with 1 to 2 potential lenders or investors. Note: The Fees in the Agreement include the right to share deliverables in the above External Use. Any shares beyond the above External Use will be at a per share fee.

1. Permission.

(a) IHS Markit hereby grants permission to the Client for the use of, and citation to, the External Use Deliverable(s) only in documents related to the External Use (the “External Documents”); provided, however, that such permission will be expressly conditioned upon the terms and provisions contained in these Special Terms and Conditions and the Agreement.

(b) IHS Markit agrees that, subject to these Special Terms and Conditions and the Agreement, the Client may also include information extracted from any draft of any of the External Use Deliverable(s) that IHS Markit provides to the Client before such draft is finalized and published in any External Documents that the Client makes available to outsiders prior to the publication of the final External Use Deliverable(s), provided the Client accepts the risk that the information may change as IHS Markit finalizes such External Use Deliverable(s).

(c) It is understood and agreed by the Client that the permission and consent that will be separately provided by IHS Markit pursuant to these Special Terms and Conditions shall only be effective for use of the Deliverable(s) in the External Documents for the External Use described above and that such permission and consent shall not apply to any other external uses (including but not limited to subsequent offerings (equity or debt), financings, exchange offers, registration statements, listings, or any other documents, presentations or filings).

2. Expert Status: The Client acknowledges and agrees that (i) IHS Markit and its affiliates are not, and the Client shall not in any respect name, identify or otherwise hold out IHS Markit or any of its affiliates as, an “expert”, a person whose consent is required to be filed, or any similar designation, under any applicable securities laws or other regulatory guidance, rules or recommendations, including without limitation, Section 7 or Section 11 of the Securities Act of 1933, as amended; (ii) these Special Terms and Conditions are not a consent under any applicable securities laws or other regulatory guidance, rules or recommendations, including without limitation, Section 7 or Section 11 of the Securities Act of 1933, as amended; (iii) this Agreement shall not be included in or as an exhibit to any

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

External Document or otherwise furnished to or filed with any stock exchange or securities regulatory authority (including but not limited to, the U.S. Securities and Exchange Commission); and (iv) IHS Markit reserves the right to revoke its permission under these Special Terms and Conditions if the Client is required to file IHS Markit’s consent or these Special Terms and Conditions or the Agreement or IHS Markit is required to be categorized as an expert, a person whose consent is required to be filed, or any similar designation under any applicable securities laws or other regulatory guidance, rules or recommendations, in which event the Client shall immediately cease using the External Use Deliverable(s) and remove the External Use Deliverable(s), or cause it to be removed with immediate effect, from the External Documents.

3. Provision of External Use Deliverable(s) and Review of External Documents.

(a) The Client is responsible for all of the contents of the External Documents (including the External Use Deliverable(s)), including without limitation, the accuracy and completeness thereof, whether included in or incorporated by reference in the External Documents. The Client represents and warrants to IHS Markit that it will not use incorrectly reproduced External Use Deliverable(s) in any External Documents or provide the External Use Deliverable(s) in a manner that would cause the External Use Deliverable(s) to be an untrue statement of a material fact or cause the External Use Deliverable(s) or the External Documents to omit a material fact necessary in order to make the statements therein not misleading.

(b) The Client recognizes that IHS Markit, in providing the External Use Deliverable(s) pursuant to these Special Terms and Conditions and the Agreement, will rely upon and assume the accuracy and completeness of any information (including reserve, production, development, operational, financial, legal, regulatory, accounting, tax information) the Client provides to, or discusses with, IHS Markit for such purposes, and IHS Markit does not assume any liability therefor or responsibility for the accuracy, completeness or independent verification thereof.

(c) Subject to the terms in the Agreement, IHS Markit acknowledges that it shall deliver the External Use Deliverable(s) to the Client under the Agreement with reasonable skill and care consistent with industry practice. (d) The Client will, at least five (5) business days prior to their issue, provide to IHS Markit all relevant pages of the External Documents containing the External Use Deliverable(s) (or any other document containing draft External Use Deliverable(s)), and will give IHS Markit a reasonable opportunity to review and comment on such disclosure and will not publish the External Use Deliverable(s) in any External Documents (or other documents) without IHS Markit’s prior written approval, which will not be unreasonably withheld. IHS Markit will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of the Client or any of its affiliates or to advise or opine on any related solvency or viability issues. IHS Markit may, in its sole discretion, decline to review, confirm, comment or otherwise pass upon on any External Documents provided to it for review; provided that any such declination may be taken by the Client as permission to use the External Use Deliverable(s) in the External Documents in accordance with these Special Terms and Conditions without any implication that IHS Markit approved or confirmed the use of the External Use Deliverable(s) in the External Document in any way.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

4. Limitation on Liability.

(a) It is understood and agreed that IHS Markit will act under this Agreement as an independent contractor with duties solely to the Client and nothing in this Agreement or the nature of IHS Markit's services in connection with this engagement or otherwise shall be deemed to create a fiduciary duty or fiduciary or agency relationship between IHS Markit and the Client or its equityholders, employees or creditors, and the Client agrees that it shall not make, and hereby irrevocably waives, any claim based on an assertion of such a fiduciary duty or relationship. In addition, subject to this Agreement, IHS Markit shall not in any way be liable to the Client, whether in contract (including under an indemnity), in tort (including negligence), under a warranty (express or implied), under statute or otherwise, in respect of any loss or damage suffered by the Client or any third party arising in respect of, or in connection with, (i) any inaccuracy, error or omission in the External Use Deliverable(s); or (ii) any advice, opinion, recommendation, guidance, forecast, judgment, publication, conclusion or course of action (or inaction) of the Client or any third party, made or taken in reliance on, or based on, any portion of the External Use Deliverable(s).

(b) Nothing in this Agreement shall affect any liability IHS Markit shall have to the Client in respect of (i) death or personal injury resulting from IHS Markit’s negligence; (ii) any losses to the extent caused by IHS Markit’s willful misconduct, fraud or fraudulent misrepresentation; or (iii) any other situation where the law prohibits IHS Markit from excluding or limiting their liability to the Client.

5. Disclaimer. To the extent permitted by applicable law, regulation or the requirements of any regulator, the disclaimer language attached as detailed below shall be included in an appropriate location, with appropriate cross-references to the quoted or excerpted External Use Deliverable(s), in any External Documents referencing the External Use Deliverable(s):

IHS Markit reports, data and information referenced herein (the "IHS Markit Materials") are the copyrighted property of IHS Markit Ltd. and its subsidiaries (“IHS Markit”). The IHS Markit Materials are from sources considered reliable; however, the accuracy and completeness thereof are not warranted, nor are the opinions and analyses published by IHS Markit representations of fact. The IHS Markit Materials speak as of the original publication date thereof and are subject to change without notice. IHS Markit and other trademarks appearing in the IHS Markit Materials are the property of IHS Markit or their respective owners.

[Disclosure to be included about the IHS Markit relationships with the Receiving Party and other relevant conflicts disclosures.]

6. IHS Markit Group. Notwithstanding the terms of the Agreement, the Client understands that IHS Markit and its affiliates (together, the "Group") are engaged in a wide range of information services and businesses. Members of the Group and businesses within the Group generally act independently of each other, both for their own account and for the account of clients. Accordingly, there may be situations where parts of the Group and/or their clients either now have or may in the future have interests, or take actions, that may conflict with the Client’s interests.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

7. Indemnification. (a) The Client hereby agrees to defend, indemnify and hold harmless IHS Markit, its officers, directors, employees, representatives, agents and affiliates (collectively, the “Indemnified Persons” and each individually an “Indemnified Person”) from and against any and all claims, obligations, demands, losses, damages, expenses and liabilities (including without limitation all legal fees and other out-of-pocket-expenses reasonably incurred in connection therewith, as such fees and expenses are incurred), arising from the Client’s use of, or citation to, the External Use Deliverable(s) in the External Documents (collectively, “Claims”).

(b) IHS Markit agrees to notify the Client promptly of the assertion of any Claim; provided, however, that failure to so notify the Client shall not relieve the Client of any liability that it may have under Section 7(a) above, except to the extent that the Client has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to so notify the Client shall not relieve the Client from any liability that it may have to an Indemnified Person other than under section 7(a) above. At the Client’s election, unless there is a conflict of interest, the defense of the Indemnified Persons shall be conducted by the Client’s counsel who shall be reasonably satisfactory to IHS Markit and the other Indemnified Persons who are defendants in the action or proceeding, with the fees and expenses of such counsel payable by the Client as incurred. Notwithstanding the Client's election to assume the defense of such action or proceeding, an Indemnified Person may employ separate counsel to represent it or defend it in such action or proceeding at its own cost. It is understood and agreed that the Client shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in additional to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. The Client shall not, without the Indemnified Person's prior written consent, settle or compromise any pending or threatened action or proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder, unless the terms of the settlement or compromise (x) include an unconditional release of any such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability, claims or losses that are the subject matter of such action or proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act on behalf of any Indemnified Person.

(c) If the indemnification provided for herein is unavailable for any reason (other than pursuant to Section 7(e) below) to any Indemnified Person or insufficient in respect of any claims, obligations, demands, losses, damages, expenses or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person, the Client shall contribute to the amount paid or payable by such Indemnified Person as a result of such claims, obligations, demands, losses, damages, expenses and liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Client, on the one hand, and such Indemnified Person, on the other hand, from the use of the External Use Deliverable(s) hereunder or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the Client’s relative fault, on the one hand, and the relative fault of the Indemnified Persons, on the other hand, in connection with the actions that resulted in such claims, obligations, demands, losses, damages, expenses or liabilities, as well as any other relevant equitable considerations.

(d) The Client and the Indemnified Persons agree that it would not be just and equitable if

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

contribution pursuant to Section 7(c) above were determined by pro rata allocation (even if the Indemnified Persons were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(c) above. The amount paid or payable by an Indemnified Person as a result of the claims, obligations, demands, losses, damages, expenses and liabilities referred to in Section 7(c) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding anything to the contrary contained in this Agreement, in no event shall an Indemnified Person be required to contribute any amount in excess of the amount of the Fee paid by the Client to IHS Markit.

(e) An Indemnified Person shall not be entitled to any indemnity under this Section 7 in relation to a Claim to the extent that the Claim has been finally determined by a court or committee of competent jurisdiction to have solely resulted from the willful misconduct of that Indemnified Person.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Acceptance of Terms – Signature Page

IHS and Client agree and acknowledge that they have read this SOW, dated April 6, 2020 with the project title “Caustic Soda and Hydrochloric Acid Market Study” and Appendix A – Standard Terms and Conditions, have the authority to execute them, understand them, and agree to be bound by the terms and conditions contained in them. The contract effective date will be the later of the two signature dates below.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date above.

IHS Global, Inc. Triple 8, LLC. Dba Wellspring Hydro

Signature Signature Name: Name: Title: Title: Date: Date:

Please provide billing contact information below:

Billing Contact Name: Client Name: Client VAT Number (if relevant): Billing Address: City, State, Zip Code Telephone Number: Fax Number: E-Mail:

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Appendix A: Standard Terms and Conditions

1. INTELLECTUAL PROPERTY RIGHTS 1.1 Ownership. IHS Markit or its third-party providers owns all IHS Markit Property, and Client owns all Client Information. Except as otherwise provided in a SOW, IHS Markit does not perform work-made-for- hire, and Client does not receive any ownership rights in the Deliverables resulting from Services performed by IHS Markit. Client may provide suggestions/feedback which IHS Markit may use without any obligation to Client so long as such suggestions/feedback do not include Client Information. 1.2 License. Subject to the terms and conditions of the Agreement, IHS Markit hereby grants to Client, and Client hereby accepts, a license that is limited, non-exclusive, non-transferable, non-sublicensable, and revocable. Client may use any Deliverables that contain IHS Markit Property and that are set forth in a SOW solely for Client’s internal business purposes. 1.3 Notices. Neither Party will remove any copyright, trademark, or other proprietary notices of the other Party or any third party on any materials received from the other Party and each Party will reproduce all such notices on all copies of such materials. 1.4 External Distribution. Client may only refer to or distribute the Deliverables externally upon IHS Markit’s prior written approval. Unless permitted pursuant to the preceding sentence, Client will not sell, lease, transfer, sublicense, or otherwise make available, or permit access to the Deliverables or any portion thereof to any third party. 2. WARRANTIES AND DISCLAIMERS. 2.1 IHS Markit warrants that Services provided by IHS Markit under this Agreement will be performed with reasonable skill and care by competent and trained personnel. The content of any Deliverables is provided “AS IS.” Client’s sole and exclusive remedy and IHS Markit's sole obligation for breach of this warranty is for IHS Markit to use commercially reasonable efforts to correct materially defective Services at no additional charge to Client; provided that Client gives IHS Markit specific written notice of the materially defective Services within 30 days after the Services are performed. 2.2 Other than the express warranties set forth above, IHS MARKIT AND ITS THIRD-PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER STATUTORY, ARISING FROM COURSE OF DEALING, OR OTHERWISE, INCLUDING WITHOUT LIMITATION TERMS AS TO QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CLIENT ASSUMES ALL RISK IN USING THE RESULTS OF SERVICE(S). 3. INDEMNIFICATION. 3.1 By IHS Markit. 3.1.1 Except as otherwise specifically set forth in an SOW, IHS Markit will indemnify, defend, and hold harmless Client for any damages (and related attorney’s fees) awarded by a court in favor of any third party alleging that Deliverables infringe or misappropriate any third party intellectual property rights, including any patent, copyright, trademark, or trade secret, in the country(s) of provision of Deliverables under a SOW (“Infringement Claim”). 3.1.2 IHS Markit will have no liability under this Section 3.1 for any Infringement Claim arising from: (a) failure to use Deliverables in accordance with the Agreement, (b) the modification of a Deliverable not specifically authorized in writing by IHS Markit; (c) the combination of a Deliverable with any third party software, equipment, or information not specified in the documentation; or (d) compliance with designs, plans, or specifications furnished by or on behalf of the Client. 3.1.3 If Deliverables are held or are believed by IHS Markit to infringe, IHS Markit may choose, at its sole expense, (a) to modify the Deliverables so that they are non-infringing; (b) to replace the or Deliverables with non-infringing Deliverables that are functionally equivalent; (c) to obtain a license for Client to continue to use the Deliverables; or if none of (a), (b), or (c) is commercially reasonable, then (d) to terminate the SOW for the infringing Deliverables and refund Fees paid for such infringing Deliverables; (i) in case of provision of Deliverables, prorated from the date of the Infringement Claim. This Section 3.1.3 states the entire liability of IHS Markit and Client’s sole and exclusive remedy for any infringement of third party proprietary rights of any kind.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

3.2 By Client. 3.2.1 Except as otherwise specifically set forth in a SOW, Client will indemnify, defend and hold harmless IHS Markit for any damages (and related attorney’s fees) awarded by a court in favor of any third party alleging that Client Information used by IHS Markit in accordance with the terms and conditions of the Agreement infringes or misappropriates any third party intellectual property rights including any patent, copyright, trademark, or trade secret. If Client Information is held or is reasonably believed by IHS Markit to infringe, IHS Markit will cease using such Client Information and will not be liable to Client for any breach or failure to perform under the Agreement for which the Client Information was provided. 3.2.2 Client will indemnify, defend and hold IHS Markit harmless for any third-party claims arising from the Client’s decision to share the Deliverables or any report, findings, or conclusions contained in or derived from Deliverables, with any third party(s). 3.3 Mutual Indemnification: Each Party will indemnify, defend, and hold the other Party harmless from any claim, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premises. 3.4 Indemnification Procedure. The indemnification obligations of each Party under this Section 3, are contingent upon the indemnified Party providing to the indemnifying Party: (a) prompt written notice of the alleged claim; (b) sole control of the defense or settlement of the alleged claim; and (c) reasonable cooperation and assistance, at the indemnifying Party’s expense. If the indemnified Party chooses to be represented by counsel, it will be at the indemnified Party’s sole cost and expense. 4. LIMITATION OF LIABILITY NEITHER IHS MARKIT, ITS THIRD PARTY PROVIDERS, NOR THE CLIENT WILL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY, INCLUDING: (a) ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, OR BUSINESS; (b) LOSS OF DATA OR INFORMATION; (c) LOSS OF GOOD WILL, REPUTATION, OR SIMILAR LOSSES; OR (d) BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE AGREEMENT OR ANY USE OF OR INABILITY TO USE SERVICES, OR DELIVERABLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. 4.2 Except for each Party’s indemnification obligations under Section(s) 3.1 or 3.2, the maximum liability of IHS Markit, its third party providers, and/or the Client to the other Party for all claims under this Agreement, in warranty, contract, tort, or otherwise, will not exceed: in case of the Services, the Fees paid by Client for the defective Services that are the subject of the claim. 4.3 The limitations of liability in this Section 4. will not apply to the liability of a Party for: (a) damages related to death or personal injury arising out of the gross negligence or willful misconduct of the Party; (b) any damages or liability incurred as a result of fraud or fraudulent misrepresentation of the Party; or (c) to claims or loss(es) based upon breaches by a Party of the other Party’s intellectual property rights. 5. U.S. GOVERNMENT USE. The following is a notice to Client as well as any potential third-party recipients of the Deliverables: The Deliverables provided hereunder: (a) were developed at private expense and are IHS Markit proprietary information; (b) were not developed with government funds; (c) are an IHS Markit trade secret for purposes of the Freedom of Information Act; and (d) are commercial items. Any Services or Deliverables used by, for, or on behalf of the U.S. Government is provided with LIMITED RIGHTS. Any software or tools embedded in Deliverables used by or on behalf of the U.S. Government is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure of data or software by the U.S. Government is subject to restrictions as set forth in the Rights in Technical Data and Computer Software clause at FARS 12.211 and 12.212(a) and/or Commercial Computer Software at DFARS 227.7202-1(a) or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is IHS Markit. 6. FORCE MAJEURE. Either Party may be excused from the performance of any obligation under this Agreement, due to any act or condition whatsoever beyond the reasonable control of such Party, including, acts of God, acts of terrorism, acts of nature, acts of government, internet outages, fires, floods, wars, or

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

other catastrophes, labor disturbances, freight embargos; or delays of a supplier or subcontractor due to such causes. 7. MISCELLANEOUS. 7.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement will be construed to create a partnership, joint venture or employment relationship between the Parties. 7.2 Entire Agreement. This Agreement and the SOW/s attached hereto set forth the entire agreement between the Parties and supersede any and all prior proposals or agreements, written or oral, of the Parties with respect to the subject matter hereof. Nothing contained in any Client-issued purchase order, purchase order acknowledgement, purchase order terms and conditions or invoice will in any way modify or add any additional terms or conditions to this Agreement. Such Client-issued purchase orders are for Client’s internal purposes only. 7.3 Modification. The Parties may not modify, alter or amend this Agreement, except by written instrument duly executed by authorized representatives of both Parties. 7.4 Waiver. No failure or delay by either Party to exercise any right hereunder at any time operates as a waiver of such right at any future time. 7.5 Assignment. Client may not assign this Agreement to any third party (whether directly or indirectly, by operation of law or otherwise) without the prior written consent of IHS Markit, which consent will not be unreasonably conditioned, withheld, or delayed. Any requested assignment (a) to a direct competitor of IHS Markit; (b) that would interfere with performance of obligations under this Agreement; or (c) that changes the scope of the usage or the intent contemplated by the Parties under this Agreement, is deemed unreasonable. Any assignment or transfer in violation of this provision is void. 7.6 Binding on Successors. This Agreement is binding on the Parties, their successors and assigns. Client acknowledges that IHS Markit may use subcontractors in the performance of Services. IHS Markit will remain responsible for performing all obligations under any SOW. 7.7 Choice of Law. This Agreement will be construed under the laws of State of New York, without regard to its conflicts of law principles and each Party hereby submits to the exclusive jurisdiction of New York Courts. The Parties hereby disclaim the application of the 1980 U.N. Convention on Contracts for the International Sale of Goods. 7.8 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining portions will remain in full force and effect. 7.9 Notice. All notices under this Agreement must be in writing and delivered by commercially established courier service; facsimile with written confirmation of delivery; email with written confirmation of delivery; or via certified mail, return receipt requested, to the addresses specified on the first page of this Agreement; or at such other address as the Parties designate in writing from time to time. Notices are deemed delivered when received by any of the above means. Any legal notices must also be copied to “Attention: IHS Markit Legal Department, General Counsel.” 7.10 Publicity. IHS Markit may use Client’s name and logo in compiling a list of IHS Markit’s Clients. Any additional publicity concerning a Party will require the other Party’s prior written consent. 7.11 Limitation Period. Unless otherwise specified herein, any cause of action arising under this Agreement shall be filed in a court of competent jurisdiction within two (2) years of the date upon which such cause of action accrued, or the date upon which the complaining Party should have reasonably discovered the existence of such cause of action, whichever is later. 7.12 Survival. The terms and conditions of this Agreement, will survive the expiration or other termination to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they operate. 7.13 Third Party Rights. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a Party to this Agreement. 7.14 Authorized Execution. Each person executing this Agreement on behalf of any entity hereby represents and warrants that he or she is duly authorized and has full authority to execute and deliver this Agreement.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

7.15 Execution in Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each or which will be considered an original, but all of which together will constitute one and the same instrument. 7.16 Electronic Signatures. Each Party consents to the other Party’s use of electronic signatures on this Agreement and/or any SOW attached or appended hereto. Neither Party may object to the legal effect or enforceability, as a result of such electronic signature, which shall be considered to be an original binding signature.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Appendix B – IHS Markit Internal Revenue Milestones

For internal revenue recognition purposes only and in compliance with IHS Markit accounting standards, IHS Markit will recognize revenue in line with the following milestones and deliverables:

Allocated revenue Estimated Timing of recognition for Detail of Milestone Milestone Milestone % 4 weeks from SOW Delivery of Draft Report 75% signature 8 weeks from SOW Delivery of Final Report 25% signature

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Appendix C – IHS Markit Profile

IHS Markit harnesses the deepest sources of information, analytics and expertise to forge solutions for the industries and markets that drive economies worldwide. Leaders in business, finance and government rely on us to help them see the big picture and interconnected factors that impact their organizations. This knowledge allows them to understand why things happen and focus on what really matters. By connecting data across variables, our analysts and industry specialists offer customers a richer, integrated view of their world. We isolate cause and effect, risk and opportunity in ways that empower our customers to make well- informed decisions with confidence. IHS Markit provides leaders from multiple industries with the perspective and insights they need to make the best choices and stay ahead of their competition. Economics and Country Risk IHS Markit’s Economics and Country Risk team is the leading provider of economic and financial analysis, market intelligence across a wide range of sectors, and country risk analysis. With more than 325 economists and analysts worldwide covering 170 industries, clients can tap into our data, insights and tools to monitor, analyze, and interpret global conditions affecting their business. IHS Markit’s Country Intelligence Service offers comprehensive research and analysis of factors affecting investment, including political and security risks. Energy Energy Solutions from IHS Markit comprise some of the most extensive information, analytics, insight, and advisory services in the world. We deliver oil and gas databases and software, energy supply and demand forecasts, and comprehensive data on transactions at the global and regional market levels. We help businesses and governments in 140+ countries identify and evaluate growth opportunities and address strategic and operational challenges across workflows and around the world. IHS Markit is uniquely positioned to deliver solutions that integrate information, analytics and insight to solve client challenges at all points along the energy value chain. With 1,700+ energy team members in 34 countries collecting data, building tools, analyzing market trends, and providing support, IHS Markit has an unparalleled ability to meet the scope of the needs of our clients. Chemical Our team of experts include over 200 trusted chemical authorities with global business acumen and centuries of collective experience rooted in engineering, technical and commercial backgrounds. World-renowned chemical experts provide regular coverage of over 300 chemical products and 2,000 chemical processes. In addition, the chemical consulting team leverages information and insight from over 8,000 global IHS Markit colleagues, whose expertise ranges from oil, gas and coal industries to aerospace, automotive and technology sectors.

Our dedicated consulting team is located in key regions, including North America, Europe, Middle East and Asia. Our local, on-the-ground presence enables us to easily collaborate with our customers and understand their regional challenges, to deliver the optimum tailored solution.

IHS Markit performs advisory work in the areas of strategic and commercial planning, competitive and market analysis, feasibility and financial studies, technology and renewable chemicals, due diligence support, and litigation support.

Strategic and Commercial Analysis Technical Analysis Financial Analysis Medium, Long Term Planning Independent Engineering Price/Margin Analysis Portfolio Reviews and Master Plans Project Planning Cash Flow Analysis Benchmarking Technical Due Diligence Transaction Values SWOT Analysis Technology Evaluations Risk Assessment

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Commercial Due Diligence Cost Curve Analysis Financial Due Diligence Marketing Plans Plant Assessments M&A Evaluation In addition to its multiclient and consulting offerings, IHS Markit Training & Education courses and workshops cover the whole value chain, from refined products to petrochemical building blocks through to polymers and plastic processing spanning technology, markets and economics. The courses and workshops are continually evolving, ensuring the hottest topics are covered and workshop attendees are fully informed of the key issues facing the industry.

IHS Markit Chemical Industry Databases

Chemical consulting projects are supported by the unique knowledge base that we have developed and maintain for ongoing multi-client programs. Those of direct relevance to chemical industry planning are briefly described below.

IHS Markit World Analysis (WA) IHS Markit World Analysis combines the world-class expertise of the former CMAI World Analysis, SRI Consulting World Petrochemicals (WP) and Harriman Chemsult. The long-term chemical market studies include detailed plant capacities, comprehensive supply and demand data, trade grids, location maps, company ownership and subsidiary capacity integration. Each World Analysis provides a detailed global and regional market outlook for a particular product or product group over a 16-year period (five-year history, base year, ten-year forecast). More information can be found here.

IHS Markit Process Economics Program (PEP) The Process Economics Program (PEP) is the core technology and cost analysis program for the chemical and related industries at IHS Markit PEP provides thorough and up-to-date technical and economic evaluations of both state-of-the-art commercial processes and potentially promising processes under development. PEP is sponsored by more than 100 companies, many of which have been subscribers since the program began in 1963. The program’s evaluations cover both commodity and specialty chemicals and polymers. Within the PEP program olefin processes, naphtha, gas and fuel oil cracking processes, polymer processes, and almost all process for major derivatives of cracker complexes have been evaluated on many occasions. More information can be found here.

IHS Markit Chemical Economics Handbook (CEH) CEH is a core market research program. It provides accurate and timely information on the history, status, and projected trends of hundreds of raw materials, primary and intermediate chemicals, and end products of the commercial chemical industry. Published continuously since 1954 and now more than 20,000 pages in length, CEH is supported by more than 250 sponsors in more than 35 countries. More information can be found here.

IHS Markit Specialty Chemicals Update Program (SCUP) SCUP provides strategic analysis and insight into 32 major classes of functional and market-directed specialty chemicals. This business research service focuses on the industry/business environment and market dynamics, identifying key factors required for successful operation and alerting management to the trends and opportunities in the current and future specialty chemicals marketplace. More information can be found here.

IHS Markit Downstream Capital Cost Index (DCCI) IHS Markit’s capital cost estimates are adjusted to reflect current and future costs using the Downstream Capital Cost Index (DCCI) which is a rigorous compilation of information on the key elements which impact the cost of new refinery and petrochemical capital projects at the regional level. This service, using information and insight from different areas in IHS Markit, tracks the key markets that impact project costs historically and using IHS Markit’s economic and industry outlooks forecasts how these cost may change in the future under different scenarios. More information can be found here.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Appendix D – Qualifications

IHS Markit provides confidential, tailored analysis to our clients. As such, IHS Markit is unable to disclose any specific information in any manner whatsoever without prior written consent of the client. Due to the confidential nature of these studies, individual companies are not identified. In addition, sensitive/confidential information has been taken out.

Project Specific Experience

US and Western Canada Chlor-Alkali Market Study - IHS was retained by an international chemical company in the process of accessing the Western Canada Caustic Soda market. The client was interested in investigating the future caustic soda supply mechanism to feed the regional demand. IHS performed an evaluation of the demand growth over the long term in the Western Canada Caustic Soda market with a particular focus on the future of the biggest demand sector, pulp and paper industry.

International Chlor-Alkali Producer - IHS performed an industry wide North American chlor-alkali production cost and net sales revenue study on a plant-by-plant basis. IHS examined feedstock costs, fixed and variable operating costs, integration to downstream derivatives, and merchant sales netbacks to production facilities.

Chlor-Alkali/Vinyls Regional Assessments - IHS provided assistance with three individual projects pertaining to regionally focused market assessments for a range of chlor-alkali and vinyls chemical for incorporation into a client’s board presentations. IHS provided a chlor-alkali market overview focused on the Northeast US and Canada portion of North America as well as a US market overview for Hydrochloric Acid. IHS provided an update on the future of North American supply/demand over a 10-year forecast for Chlorine, Caustic Soda, MDI, TDI, pulp, and PVC markets with emphasis placed on the USGC.

Chlor-Alkali Business Analysis - IHS performed a detailed market analysis on the North America chlor-alkali industry for a client considering a capital expenditure involving the conversion of a mercury cell process to membrane at a US facility. The change in technology would result in incremental capacity and allow for an evolution in marketing strategy. IHS assessed the fundamentals of the client’s forward marketing and provided conclusions and recommendations to such based on the analysis.

HCl Market Study – IHS Chemical was asked to complete a market study of hydrogen chloride/hydrochloric acid during a period of high demand in the industry. IHS prepared a report detailing feedstocks and downstream uses, market participants and trade, growth trends, technology availability, and production economics.

Markets for By-Product Chlorine. IHS evaluated the markets for chlorine from a by-product producer. The assessment included an estimation of the market for chlorinated products that could be manufactured from the available chlorine, and the regional market for those products.

An assessment of Regional Markets for Chlorine. IHS evaluated the market outlook for chlorine in chlorinated organic compounds, pulp and paper applications, inorganic chemicals, water treatment, and in cleaning and sanitation products. Geographically, the study focused on the United States and Canada.

Middle East Chlorine/EDC Feasibility Study - IHS has currently been retained to conduct a feasibility study for a client exploring the possibility of constructing a chlorine/caustic plant and downstream EDC unit to consume the chlorine. The target region for this investment is the Middle East. IHS has been requested to provide global overviews for these markets as well as provide a competitive cost comparison against existing producers.

Chlor-Alkali / Vinyls Independent Engineering - IHS acted as an independent engineering consultant to a client considering the provision of a construction and term loan facility as part of the development of a project

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

to construct a chlor-alkali facility located in SE US. IHS served as Independent Technical Advisor to the client in this transaction. The scope of work covered identifying the tasks required to meet the needs for financial close and the ongoing monitoring activities to project completion.

Chlor-Alkali and Potassium Asset Review - IHS was retained to provide an evaluation of the chlor-alkali assets of a domestic producer for an equity firm considering involvement in the acquisition of these assets. This review included analysis of historical and future pricing for potassium hydroxide and other chlor-alkali products, as well as discussion about pricing volatility and pricing movements. Further work included technical and operational due diligence of the facility, which was comprised of an examination of the technical specifications of the plant, a review of operating cost estimates, a review of the technical viability, reliability and operability of existing plant as well as possible expansions to the plant, and identification of associated risks which could have financial implication.

Chlor Alkali Business Analysis - IHS was hired to perform a detailed market analysis on the chlor-alkali industry. The client was considering a capital expenditure involving the conversion of a mercury cell process to membrane at a particular facility. The change in technology would result in incremental capacity and allow for an evolution in marketing strategy.

Due Diligence and Acquisition Analysis of a Paper Chemical/Water Treatment Supplier. We were retained by an English corporation to perform an analysis of the US pulp and paper market with the goal of locating suitable acquisition candidates whose activities would complement those of the client. Before our analysis began, a US company supplying products to both the paper and water treatment industries became available for acquisition, and the client decided to determine whether this candidate was an appropriate target. At the client’s request, we provided an overview of the water treatment industry (a business unfamiliar to the client), a survey of customers’ perceptions of the acquisition candidate, due-diligence reviews of four manufacturing plants, a patent analysis, and comparisons of the R&D and technical service capabilities of the candidate versus its major competitors. The client was pleased with our efforts, which had to be completed within 3 weeks, and acquired the target company

Lost Opportunity Analysis Involving Breached License - Private international arbitration involving an analysis of the competitive position and capital investment required for a Singapore based distributor to enter into a new business in a breach of contract claim with a US based licensor. IHS developed estimates for the total cost of market entry and various scenarios involving competitive market dynamics in the water treatment, industrial and institutional cleaning, and industrial processing chemicals markets in Southeast Asia.

For a private equity investment partnership, we performed a commercial and technical due diligence on a chemical division that was being divested from a North American energy company. The plants and businesses analyzed produced chlor-alkali products (chlorine, caustic soda and bleach intermediates) and pulp bleaching chemicals, including sodium chlorate, throughout the Americas. We analyzed the future market prospects, and risks and opportunities, and also inspected and assessed the business and operational aspects of the numerous plants that were part of the business.

Strategic Planning Review - IHS provided assistance in characterizing the downstream markets for chlorine and hydrogen near the client’s Proprietary Process Technology plants for the purpose of identifying potential off-take partners and to understand the potential market values that may be placed on the byproducts. The market characterization also included an analysis of existing Chlor-Alkali capacity in the local region and possible future expansions and capacity rationalizations, as well as US downstream markets for chlorine such as EDC/VCM/PVC, hydrochloric acid, bleach, water treatment, polyurethane, titanium dioxide and fluorocarbon.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Appendix E – Selected Project Team Biographies

Christopher Geisler Vice President IHS Markit OMDC Consulting

Chris serves as Vice President – Consulting Americas for IHS Markit. In his 15 years of chemical consulting, Chris has directed engagements including market & technical due diligence support for acquisition, project finance support, conceptual and prefeasibility assessments for new investments, socio-economic impact analysis, provided litigation support services and managed countless commercial studies across the energy, petrochemical and chemical value chains.

Education • B.S. Chemical and Petroleum Refining Engineering, Colorado School of Mines 1986

Industry Experience

Areas of Expertise • Market Due Diligence / Competitive & Market Analysis • Independent Engineer • Feasibility and Prefeasibility Studies / Financial Analysis

Prior to joining IHS, Chris gained 13 years of experience with Chevron in its Refining and Chemicals Companies. From 1998 to 1999, Chris was responsible for product management and sales of heavy olefins (pygas) from Chevron Chemicals steam crackers. From 1991 to 1997, Chris held Product Management and Technical Positions in Chevron Chemical’s styrene business unit. His styrene product management responsibilities included the negotiation of exchange, toll and buy/sell agreements, price and contract management, sales, production, and inventory planning. In styrene technology, Chris was responsible for long-term process improvements and expansions as well as catalyst selection. From 1986 to 1991, Chris worked at Chevron USA’s refinery in El Segundo, California as a Process Engineer and Operations Supervisor on the FCC, Alkylation, Delayed Coking, and Reforming units.

Consulting Experience

Major Middle East Petrochemical Evaluation – Performed market screening for various aromatic value chains to identify potential opportunities in chemicals production. Constructed an integrated olefins and aromatics petrochemical complex economic model to evaluate a wide cross section of complex configurations including naphtha steam cracking & reforming, aromatics extraction, polyester, styrenics, cumene/phenol, and cyclohexane value chains. Modeling included cash flow analysis for project return and sensitivity analysis.

Asian Power Company - Provided a market evaluation for a wide range of petrochemicals for an Asian power company that was evaluating an investment in existing power generating facilities of a petrochemical producer in the region. The objective of the study was to evaluate the cost structure and competitiveness of the petrochemical producer to ensure the facilities were viable long term.

Gas Monetization Master Plan for International Gas Exploration & Production Company – IHS provided consultancy services on the market, financial and socio-economic impact of gas-based mega-projects such as NGL, gas-to-liquids, methanol, ammonia and derivatives in East Africa. IHS prepared capital estimates, project

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

cash flow economics, estimates of direct, indirect and induced labor requirements and evaluated the infrastructure capabilities of the country to support the mega-projects. In addition, IHS performed private and public stakeholder interviews and assessed the potential impact of the mega-projects on the development of small-to-medium enterprises that might develop to support of the mega-projects. Project Finance - Lenders Market Consultant – A South American joint venture (“Borrower”) had asked IHS to provide market consultancy services on behalf of prospective lenders to a petrochemical project in Mexico (the “Project”). This joint venture was formed to develop, construct and operate an olefins complex to be located in the Coatzacoalcos Petrochemical Complex. The project included the construction of an ethane cracker integrated with 3 polyethylene plants with a nameplate capacity of approximately 1 million metric tons per year of ethylene and 1 million metric tons per year of polyethylene. Part of this study included an assessment of the current and future market and competitive viability of ethylene and polyethylene operations in Mexico. Project support from IHS included: pricing forecasts, supply/demand, cost competitiveness, upstream and financial modeling. Work involved close interaction with international development banks and multi-lateral Government agencies.

Market Study for Middle East Aromatics Complex - IHS provided a market study to prospective lenders to support the project financing of an aromatics complex in the Middle East. Production units included ethylene, propylene, benzene, styrene, cyclohexane and gasoline. The market study included evaluation of the technology employed, competitive analysis, product netback price forecasts, and regional market growth projections. IHS also supported the decision and risk analysis process for the project sponsors.

Olefins Producer Business/Operations Assessment – Performed commercial and operational assessment for a liquids cracker olefins plant and a high density polyethylene plant. Reviewed business operations of the olefins and polyolefins plant and evaluated the competitiveness of operations in terms of both commercial activities and plant operations. Reviewed relevant operational documents that pertain to commercial (feedstocks, off-take and sales agreements) and technical (operating costs and plant operations) information.

Global Feedstock Evaluation for Aromatics Producer - Performed a detailed supply/demand analysis of the global toluene and xylene markets. Evaluated global reforming capacity to determine specific regions and sites with aromatic feedstock availability. Worked to identify locations in China that could support a world scale aromatics complex.

Analysis and Due Diligence in Acquisition of West European Petrochemical Assets - IHS was retained by a Middle Eastern petrochemical firm and worked with financial advisors to provide market and business analysis, as well as commercial and technical due diligence on a Western European petrochemical company’s assets, including its olefins, polyolefins and styrenics units, among others. The acquisition team, made up of representatives from the client company, the financial advisor, and IHS consultants, performed an in-depth competitive review using market and company-supplied data and provided recommendations regarding going- forward strategic planning.

Business and Asset Valuation of Major Integrated Fibers Producer - IHS provided market and business analysis, as well as asset valuations for the combined assets of two integrated fibers producers. The two company’s assets included nylon, spandex and polyester resins and fibers as well as their respective intermediates products. IHS worked with the financial advisors and the sponsor to create asset valuation models based on discounted cash flows and factored replacement costs. The business and market evaluation included competitive cost comparisons, market share evaluations, and market segment analysis. The analysis was used to syndicate the debt offering.

Strategic Evaluation of Crude C4 Disposition – Evaluated current disposition of C4 raffinate streams for a North American butadiene and isobutylene producer. Evaluated alternate process technology options to increase value generation from raffinate including metathesis for propylene production, butene-1 recovery, and isomerization of butenes to isobutylene.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Due Diligence for Privatization of State Owned Petrochemical Company in Southeast Asia – IHS and Purvin & Gertz evaluated refinery, pipeline, olefin, polyolefin and aromatics facilities for a state owned petrochemical in Southeast Asia to support an initial public offering. IHS evaluated operating performance, maintenance records, sales contracts, business and capital plans, and technology for ethylene, polyethylene, mixed xylenes, benzene, and paraxylene production units. IHS worked with the financial advisors to prepare financial models and documentation to support the public offering. IHS also prepared an assessment of the asset replacement value.

Market and Financial Due Diligence for Project Finance - IHS was retained by a financial institution in its evaluation of a propane dehydro project for the purpose of satisfying lead bank credit committee, development of information memorandum and to support loan syndication. After completing market and commercial due diligence, IHS evaluated future cash flow potential for the Project. IHS consultants served as independent advisors to the lenders throughout the loan syndication proceedings.

South Korea Petrochemical/Fiber Company Restructuring - IHS was retained to advise a major Korean Bank on restructuring options with the objective of improving the economic performance of a non-performing loan that had gone into receivership. IHS advised the company on the expected future performance of xylene and fiber related businesses, the perspectives on the relative competitiveness of the company, and divestment options. Specifically, IHS provided detailed petrochemical market analysis, including supply/demand scenarios, competitive intelligence and petrochemical industry best practices.

Asset Valuation for Asian Terephthalic Acid (PTA) Facilities – IHS was retained by a major international petrochemical producer to value PTA production facilities in Asia. IHS worked with the producer to develop discounted cash flow models of the facilities based on actual operating data and IHS forecast prices. The DCF analysis was used to support tax strategies related to the transfer of the assets between internal operating companies.

Valuation Assessment of Petrochemical Facility – IHS was retained by a law firm to perform an independent and objective analysis aimed at assessing the valuation of a petrochemical facility to support litigation relative to property taxes. Chris performed analyses and evaluations based on the three methods of valuation including cost, market value and earnings.

Bankruptcy/Restructuring Support – IHS was retained by the Unsecured Creditor’s Committee (UCC) of a large petrochemical/refining company. As part of the engagement, IHS developed detailed valuation models to forecast the current financial outlook of the business. IHS also developed a forward outlook of financial performance of the entity from the date of the merger, in support of a fraudulent conveyance claim by the UCC. The team submitted expert and rebuttal reports and provided oral testimony.

Valuation of Steam Cracker Co-Products – Provided independent assessment of steam cracker co-product values (hydrogen, acetylene, propylene, crude C4s, pygas, and fuel oil) to support a North American olefins producer’s assessment of ethylene costs for a filing of tax credits for research activities on olefins production.

Market Expert Support for Contract Dispute – IHS was retained by a law firm and worked closely with a certified public accountant to determine the fair market value of a commercial contract. IHS provided market expertise and commercial review of the contracts and court documents to support the fair market value determination.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Lisa (Drabiak) Wood Director IHS Markit OMDC Consulting

Lisa serves as Director, OMDC Consulting, at IHS Markit, primarily responsible for the sale and execution of consultant engagements in the Americas region. Lisa has a broad knowledge base and experience in specialty organic chemicals, surfactants, oil and mining chemicals, and pharmaceuticals/ biopharmaceuticals.

Education • International MBA (Strategy and International Business emphasis), University of South Carolina, 2010 • BS, Chemical Engineering, Georgia Institute of Technology, 2003 • Certified Lean Sigma Green Belt

Industry Experience

Areas of Expertise • Strategy Development • Competitive & Market Analysis • Market Due Diligence • Business Development • Process Development and Improvement

Lisa joined IHS in 2014 from Clariant, a global specialty chemical producer, where she was in North American Sales for the Mining Business Line. At Clariant, Lisa provided end to end coverage to grow market share in the US and Canada including go-to-market strategy, business development, product customization, technical consultation and project management. Key product areas included froth flotation reagents (collectors, frothers) used in mineral beneficiation, fertilizer additives and emulsifiers for explosives.

Prior to this role Lisa was the Global Business Analyst in Clariant’s Oil & Mining (OMS) Business Unit for the Mining Business Line. She played an integral role in the creation of the five year strategic plan for the mining chemicals business by conducting deep dives into key mining markets reviewing regional presence, market attractiveness, competitive landscape and strategic opportunities and challenges. Other core areas of focus included: cash flow analysis and evaluation of capital investments for expansions, new units and cost reduction projects; internal production benchmarking to assess cost competitiveness; market/competitive studies for non- sulfides, sulfides, explosives and fertilizer producers; as well as product management.

Lisa has also served as a Process Development Engineer with Talecris Biotherapeutics (formerly Bayer Healthcare Biological Products Division) from 2004-2008 where she designed and developed the scale up of human plasma-derived and recombinant drug processes. Key unit operations experience included column chromatography, ultrafiltration/ diafiltration, nanofiltration and fermentation. During her time there she supported process improvement and subsequent transfer of manufacturing ThrombateIII® from California to North Carolina, design and implementation of the diafiltration step for the recombinant Plasmin process making the unit operation more technically efficient saving both time and operating costs, as well as being actively involved as liaison between R&D and the Contract Manufacturing Organization (CMO) hired to complete clinical trial runs.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Consulting Experience

Business Expansion Leveraging the Shale Gale – IHS was engaged to assist an advanced materials producer in developing a strategic growth plan to take advantage of the United States’ shale gale/tight oil revolution which leverages its existing business offerings and/or its capabilities to develop new relevant offerings. Opportunities considered included those directly related to shale based hydrocarbon extraction, processing and distribution, indirectly related to the shale revolution (i.e., those markets in which a second and third order impacts were felt [e.g., need for more on purpose propylene]) as well as those related to the client’s current businesses and capabilities.

Core team member for the detailed industry and market analysis (industry trends/drivers, value chain analysis, competitive landscape, critical success factors, market size and growth etc.) for opportunities related to Oil & Gas Exploration and Production.

Caustic Soda Market & Competitive Analysis – Led a comprehensive sub-regional analysis of the North American caustic market reviewing supply/demand, regional price forecasts, trends in caustic demand by end- use segment, and trade flows. Comparison of the relative cost competitiveness of the client to a range of North American producers including estimates for variable and fixed manufacturing cost as well as a transportation/logistics analysis for delivery to each sub-region.

Market Studies – Hydrogen Peroxide, Sodium Chlorate, Soda Ash, Monochloroacetic Acid – Prepared market insight reports detailing key drivers and trends in the near term, downstream uses, market participants and trade, supply/demand, and growth trends.

Copper Sulfate Market Study – Global market analysis completed for a major metallic copper producer. Key team member involved in the analysis of the market segments, growth opportunities and geographic differences of the global copper sulfate market. Price understanding by grade and a model for copper sulfate price forecasting was also developed.

Due Diligence – Conducted a financial, technical and commercial review of a mining company’s assets on the market for a strategic buyer. The financial review included review of financial data, both historical and forecasted. IHS industry experts delivered an industry overview seminar and provided technical and commercial review of the assets to challenge the feasibility in future years. Knowledge from the review was incorporated into the financial model, showcasing our understanding and true achievability of EBITDA in future years.

Surfactants Supply Chain – Completed a review of the North American Surfactants Industry from raw materials (both oleochemical and petrochemical derived), to intermediates, all the way through to end use industries. Key chemistries included: natural fats/oils, fatty acids, alcohols, ethoxylates, sulfonates, alpha olefins, and paraffins.

Petrochemical Impact on United States Economy – Completed a study highlighting the role of petrochemicals in everyday consumer goods and other products/processes critical to the economy of the United States for advocacy and educational purposes of a key chemical association. The report included major advancements, future trends and quantification by chemical into various industries such as packaging, construction, automotive, electronics, paints, detergents and defense, as well as coverage on labor and economic impact.

Polyisobutylene (PIB) Market Review – Conducted a market analysis of the North American PIB industry, including demand outlook & drivers, producer, technology and capacity review, trade movements, pricing, and raw material availability to assist client in reviewing profitability of current business strategy.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Economic Benefits of Chlorine Chemistry – Worked jointly with IHS Economic & Country Risk to complete a socio-economic impact assessment on chlorine chemistry into six critical end-use sectors: Polyvinyl Chloride, Polyurethanes, Water Treatment, Bleaches & Disinfectants, Titanium & Titanium Dioxide, and Semi- conductors & other Silicon-based products. Methodology developed to assess non-use scenario – reviewing additional costs, performance issues, evaluation of alternatives, capacity constraints etc. – to quantify economic benefit to consumers in the US and Canada.

Hydrochloric Acid & Caustic Soda Market Outlook – Review of current US HCl & NaOH industry environment in short and long term view including pricing, supply/demand, drivers & trends, and volatility in regional end uses markets to assist client in go/ no-go decision of an investment opportunity.

Hydrochloric Acid Deep Dive into US Merchant Market – Detailed review of the US merchant market for hydrochloric acid assessing likely developments over the next ten years. Including deep dive analysis of the complex dynamics surrounding supply sources (by-product & on-purpose) as well as key end uses (oilfield, food, steel, calcium chloride) on a sub-regional basis.

Ethoxylates and Alkoxylates Industry Analysis – Granular assessment of the North American ethoxylates and alkoxylates markets providing client with the necessary tools to further explore growth options that best align with strategic direction and capabilities of the business. Engagement included deep dives into current and future outlook of critical feedstocks (HPEO), competitive landscape review with producer profiling, and demand segmentation by end use markets/ applications per product group (AE, AES, APEs, PEGs, EO/PO Block and Random) including market sizing, growth potential, and profitability drivers.

Mining and Oil Chemicals Analysis – High level review of commodity and specialty chemicals utilized throughout mineral processing and oil & gas well life cycle- which chemicals are used and where as well as alternative materials. Provided an introductory perspective showing examples of production cost drivers, integration, and end market buying power to help newly established global procurement team correlate drivers of key chemical feedstocks.

Acquisition Due Diligence – A global carbon black producer requested support from IHS Markit as it conducted a deeper level of due diligence into a target company in the second round of an auction process. The analysis and insight included a global and US focused review of specialty polymers and the compounding industry along with key end use markets – leveraging IHS Markit’s Automotive vertical; an assessment of the target company (based on virtual data room information, interactions with the target company, attendance at management presentation and site visit, and external market knowledge); and assistance in developing assumptions to drive alternative cases for a financial forecast leading to a range of valuations for the acquisition.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Hazel Kreuz Global Director IHS Markit Chlor-Alkali/Vinyls Group

Hazel serves as the Global Director, OMDC Chlor-Alkali/Vinyls at IHS Markit.

Education • Master of Business Administration from Sacred Heart University • Bachelor of Science in Chemical Engineering from Auburn University

Industry Experience

Hazel is a Chemical Engineer/MBA who brings 40 years of industry experience to the IHS Chemicals team. Hazel holds a Bachelor of Science degree in Chemical Engineering, with honors, from Auburn University. She completed her Master of Business Administration studies at Sacred Heart University, with special emphasis on Marketing.

During her career, Hazel has amassed broad experience in the chemical industry. She has held a variety of positions in engineering and management including, but not limited to, manufacturing, finance, risk management, strategic planning, and marketing. She began her career with Union Carbide Corporation (UCC) in the ethylene oxide/ethylene oxide derivatives value chain. During her time at UCC, she was awarded the prestigious “Chairman’s Award” for her contributions. Subsequently, Hazel joined Nexen Inc., a Canadian Oil, Gas and Chemicals company, with an assignment to implement strategic marketing for the company’s chlor-alkali and sodium chlorate businesses. In 2005, Hazel worked on the IPO team that spun off the Nexen chemical business as Canexus. She continued to contribute to Canexus until 2014, when she joined Huntsman Corporation to manage global marketing for the Water Treatment, Pulp & Paper, and Mining Chemicals businesses.

Hazel joined IHS Markit in August, 2016 as Global Director, Chlor-Alkali/Vinyls. In her current role, she leads the Global Chlor-Alkali and Bleaching Chemicals Market Advisory Services teams from the IHS Markit office in Houston, Texas. A native of Colorado, Hazel enjoys outdoor and community activities. She is a member of the Auburn University Engineering Alumni Advisory Council, the University of Colorado Parent Leadership Society, and the Houston Executive Service Corps, a nonprofit management consulting organization of executives and senior level professionals dedicated to improving the quality of life in their local communities.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Ana Lopez Principal Analyst IHS Markit Chlor-Alkali/Vinyls Group

Education • M.B.A from Instituto Tecnologico de Mexico (ITAM) • Bachelor of Science in Chemical Engineering from Iberoamericana University in Mexico City

Industry Experience

Ana serves as Principal Analyst, Chlor Alkali/Vinyls, IHS Markit, with more than ten years of experience analyzing petrochemical markets. Her specialty is on vinyls (PVC, VCM, EDC) and chlorine markets in North America. She contributes to several market reports and analysis on those topics. Ana has presented on several occasions at the IHS World Petrochemical Conference, Plastic Pipe and Fittings Association meetings, SPI Vinyls Compounders Conference, Resilient Floor Covering Institute, and Global Plastics Summit.

Ana joined IHS Markit (previously IHS) back in 2007, and gained experience in polyolefins as well as in caustic soda. Since 2012, her research and market analysis has been focused on the vinyls markets in North America. For seven years she worked at PMI Trading in Mexico City, in commercial operations for several petrochemical commodities, including: ammonia, methanol, sulfur and urea. She was responsible for developing pricing and sourcing strategies as well as P&L analysis. From 1998 to 2000 she worked at ICA Fluor as a process engineer.

Ana has an intimate knowledge of engineering project execution as well as the petrochemical commodities markets.

Proposal prepared for: Wellspring Hydro Proposal Name: Caustic Soda and HCl Market Study

Lina Suarez Director IHS Markit Chlor-Alkali/Vinyls Group

Education • Master of Business Administration (Finance) • Bachelor of Science in Chemical Engineering

Industry Experience

Ms. Suarez joined IHS Markit in early 2019, as Director Chlor-alkali Market Analysis Service, providing market discovery, analysis and reporting for caustic soda in North America and select countries of Latin America, as part of the Inorganics Global Business Team.

Lina has worked as a sales executive and product manager in multiple Latin American countries over the past twenty years, gaining deep petrochemical and chlor-vinyls industry knowledge and broad expertise in chemical market analysis, sales and management. Her experience includes positions with: Quimica Delta as Product and Commercial Director for the Base Oils and Solvents business units in Mexico; Commercial Director PMV / Mexichem Mexico guiding chlor-alkali, ethylene and VCM business strategies and commercial operations; and experience defining new business models and executing sales programs in Mexico, Colombia and Brazil for chemical and oil companies including 3M Colombia, DuPont México, Chevron México and BP México.

Lina’s extensive experience in the integrated chlor-alkali, ethylene and vinyls production and commercial chains further has contributed to IHS Markit’s industry leading expertise in chlor-vinyls and chlor-alkali derivatives.

UNIVERSITY OF NORTH DAKOTA

INSTITUTE FOR ENERGY STUDIES COLLEGE OF ENGINEERING AND MINES COLLABORATIVE ENERGY COMPLEX, ROOM 246 2844 CAMPUS ROAD – STOP 8153 GRAND FORKS, NORTH DAKOTA 58202-8153 PHONE (701) 777-3852 FAX (701) 777-4838

May 26, 2020

North Dakota Industrial Commission Oil & Gas Research Program

Re: Letter of Support for Wellspring Hydro

I understand that Wellspring Hydro is applying to the OGRP for support for a FEL-3 engineering study in support of their efforts to build a chlor-alkali plant in North Dakota. The proposed plant provides an excellent alternative to disposing of the produced waters while simultaneously producing feedstock chemicals that can be used to support the continued development of the oil industry in the state. We have explored a number of treatment options for produced water, including the chlor-alkali option. As a subcontractor in the preliminary work done in conjunction with Barr Engineering, we performed a variety of bench-scale tests and modeling efforts to help determine both the technical and economic viability of the approach proposed by Wellspring. Through this team effort, a process scheme was developed that used proven technology to produce caustic soda and hydrochloric acid as the primary products, taking advantage of the high sodium chloride level in the Bakken brines. The results of the feasibility study performed under the Barr Engineering contract have demonstrated the technology does have merit and is worthy of further investment by the state.

The FEL-3 study proposed here will provide the detailed information needed by Wellspring to raise the capital required to build the plant. The plant will provide a lower-cost option for dealing with the produced water than the current disposal methods, with the added advantage of improved public perception availed by reducing the amount of deep-well injection required. The HCl can be used locally, and likely be made available to the industry at a price lower than that currently paid as Wellspring will avoid the premiums attached to the current supply due to trainload, rail and distribution fees from the current suppliers. The recovered salts also provide opportunities for additional product development, such as lithium recovery.

This is a good project for the oil and gas industry and the State as a whole and a good investment for the OGRP.

Sincerely

Michael D. Mann Executive Director Institute for Energy Studies

UND is an equal opportunity/affirmative action institution

5301 32nd Avenue South Grand Forks, ND 58201

Phone 701.795.4000 www.minnkota.com

May 28, 2020

Steve Kemp President Triple 8 LLC DBA Wellspring Hydro Williston, ND 58801

Subject: Support for proposal entitled “Detailed Engineering Design for Chlor-Alkali Production from Oilfield Brine” submitted to: North Dakota Oil & Gas Research Program – North Dakota Industrial Commission.

Dear Mr. Kemp:

Minnkota Power Cooperative (Minnkota) is pleased to provide this letter of support for the Wellspring Hydro team for the subject line application to the Oil & Gas Research Program. Minnkota is excited about the prospects of the proposed application to further develop the commercial design and business case for construction of a chlor-alkali plant in North Dakota that leverages an abundant waste steam in the produced water from oil & gas operations in North Dakota.

Minnkota is a generation and transmission cooperative with an array of generation resources in North Dakota (primarily lignite coal, wind, and hydro). Our 11 member distribution cooperatives serve an area in the eastern third of North Dakota and northwest Minnesota. Minnkota’s joint system owns and operates the Milton R. Young Station (MRYS) near Center, ND, which is a 2-unit lignite fired power plant with a total capacity of about 705 MW. Minnkota is currently in the advanced engineering & design phase for our Project Tundra, which aims to retrofit Unit 2 at MRYS to capture greater than 90% of CO2 emissions and permanently store them in geologic formations more than a mile beneath the plant and adjacent lignite mine. More details of Project Tundra can be found at projecttundrand.com.

Minnkota is particularly interested in Wellspring Hydro’s pursuit of a chlor-alkali facility in North Dakota because the carbon capture facility for Project Tundra will require a large quantity of one of the two main products of a chlor-alkali plant, caustic soda. The caustic soda will be required to capture the sulfur dioxide that remains in the flue gas after the MRYS’ existing air pollution control systems, thus preventing it from entering the carbon capture system and poisoning the carbon capturing solvent. We currently anticipate a caustic usage rate of about 25 tons/day at 50% concentration, which we understand is a significant fraction of the total output from the proposed chlor-alkali facility. If caustic soda can be produced in commercial quantities in North Dakota (and avoiding significant cross-country transportation charges), while leveraging a waste product as the feedstock and North Dakota’s low electricity prices, then Minnkota believes there is potential for significant cost savings for Project Tundra.

Opportunities to reduce costs can significantly increase the likelihood of Project Tundra progressing to commercial reality. Project Tundra would have significant benefits not only for the lignite industry in North Dakota, but also for the North Dakota oil & gas industry when either the conventional resources or the Bakken are ready to accept the CO2 captured for enhanced oil recovery operations. We encourage the Oil & Gas Research Program to consider funding this proposal and look forward to hearing of a positive outcome.

Please contact me if there are any questions.

Sincerely,

Gerry Pfau Sr. Manager of Project Development Minnkota Power Cooperative [email protected] 701-794-7234

Cc: Dan Laudal Dylan Wolf