| Dokumendiregister | Majandus- ja Kommunikatsiooniministeerium |
| Viit | 3-4/916-2 |
| Registreeritud | 04.08.2026 |
| Sünkroonitud | 05.08.2026 |
| Liik | Sissetulev kiri |
| Funktsioon | 3 Teabehalduse korraldamine |
| Sari | 3-4 Teabenõuded, märgukirjad, selgitustaotlused |
| Toimik | 3-4/2026 |
| Juurdepääsupiirang | Avalik |
| Adressaat | Integra Clean Energy |
| Saabumis/saatmisviis | Integra Clean Energy |
| Vastutaja | Peeter Kadarik (Majandus- ja Kommunikatsiooniministeerium, Kantsleri valdkond, Majanduse ja innovatsiooni valdkond, Ettevõtluskeskkonna ja tööstuse osakond) |
| Originaal | Ava uues aknas |
| Taotle dokumendi eemaldamist või parandamist |
COUNTRY DRAFT PROJECT INFORMATION MEMORANDUM PRIVATE-PRIVATE AND PUBLIC PRIVATE FINANCING INITIATIVES FIRM GREEN POWER, TRANSMISSION AND DATA CENTERS Integra Clean Energy proposes the formation of the Project Holding Company in the United Kingdom in June 2026, followed by transfer of operations to Luxembourg, as SOPARFI SCA by September 2026. The Project Vehicle in both jurisdictions is allowed for raising of equity and debt for renewable energy projects as direct investments and infrastructure on a direct investment, non-fund basis, with advisory from legal and tax counsels, and with Integra as the Master Technical Adviser in singular or multiple projects in countries. Class A shares are issued to Integra as Founder’s shares, Class B to First Equity Call Investors and Class C to Second Equity Call Investors. Class B and C shareholders hold one vote per share. In Board of Director’s Meeting, 5 voting shares; Class B Director and Class C Director hold one share each, Integra Directors 3 voting shares. Technical Feasibility. Technical Advisory Decisions shall be based on two independent consultants review, in the event of a tie, a third independent consultant shall be appointed, all consultants to be evaluated for no conflicts of interest. Financial Feasibility. Financial Advisory Decisions shall be based on the same process. The laws of England and Wales, Luxembourg and ICC Paris shall apply, as relevant, on disputes. Investment Attraction Foreign Direct Investment (FDI) The founder of Integra wrote European Business Sourcebook, Foreign Direct Investments (FDI) in East and West Europe, published by the International Thomson Business Press. The founder recommends a minimum equity investment of 5% of the total investment cost (TIC) of projects proposed from bona-fide local investors, equivalent to 16.67 % project equity based on 30:70 equity debt capital structure, to attract FDI if the country does not have local capital to finance majority equity interest in the projects. For Public-Private-Partnerships and Private-Private Partnerships, the Public or Private Partner assumes an Owner’s or Deferred Owner’s Role which may include minority equity participation in the Transaction Vehicle. Foreign Investors (FI) International Investors can invest in country projects if local Investors, local companies or the Government’s Treasury do not invest with minority or majority interest in these projects. Local Direct Investment (LDI) Integra welcomes Local Investors and the Government’s Treasury to invest with minority or majority interest in the projects. In this Draft PIM, the numeric values for spaces that are underlined in relevant sections are provided in the covering email.
Core Parameter Key Investment Specifications & Targets
Management
Integra Clean Energy Consortium Michael See, experience: UNFCCC, Springer Science, Thomson Financial Adam Parkin, experience: Edmond de Rothschild, Foreign & Colonial, AMEX Lorenz Chenaux, experience: UBS Clean Energy Infrastructure Switzerland Chris Walker, experience: Swiss Reinsurance, WBCSD, Ernst & Young Patrick O’Brien, experience: Nomura International, London Capital Group David Burbidge, experience: Stanwell Corp, Rolls Royce Industrial Power The Country Management Team shall comprise of bona-fide local members based on their technical, financial, management, operational and ESG skills, subject to evaluation of conflicts of interest
Key Audience Investors Stakeholders
• Well-Informed and Professional Private Investors • Sovereign Investors and Sovereign-linked Companies • Qualifying Companies to purchase power from Projects • Big Tech Firms and Compute Factory Manufacturing Plants
• Strategic Investors seeking stable returns from Renewable Energy
Asset Lifespan & Yield
60-year asset target; 15% Leveraged Equity IRR in USD terms
Issuance & Deadline
Issued: 14 June 2026 | First Tranche Closing Gateway: 30 June 2026
Capital Structure
30:70 Equity-to-Debt project finance ratio | Nominal share: $ 1,000 per share.
Funding Timeline
First Call: June 2026 (Class B Shares) | Second Call: June 2028 (Class C Shares) Class B: $ 900 per share. Class C: Premium per share for wind and pump hydro turkey nests base rock integrity and water management to FID. For solar and pump hydro projects, capital raising for ground and potential float solar assets.
Target First Equity Call
15% of Total Investment Cost (TIC), covers Project Origination and IP, Legal expenses, Management and Hold Co in London for accelerated equity raising and their establishment in Luxembourg, and development to Project Phase 3, Solar, Wind and Hydro Base Rock and Resource Evaluation. Target Second Equity Call in June 2028 for wind power foundation and pump hydro turkey nests base rock integrity evaluation to FID. The equity calls for data centre and compute factory facilities are held concurrently with the renewable energy equity calls.
Project Indexation
All stated USD TIC metrics are subject to standard 3% annual inflation indexation compounding from the base year.
Shortlisted Service Providers
Subject to checks on Conflicts of Interest in the Project Country: Bank: ABN Amro, BNP Paribas, BNY Mellon, Deutsche Bank, Morgan Stanley, Societe Generale EPC: Bouygues, Eiffage, Enercon, GE, Siemens, Strabag, Vestas, Vinci, Voith, We Build Equip: First Solar, GE, Q-cells, Siemens, Voith, We Build Legal: Baker McKenzie, Clifford Chance, Freshfields, Linklaters, Norton Rose
PPP Structure Options
To be discussed separately with the Client: Design-Build-Operate; PPP: O&M; PPP: Build-Operate-Transfer; PPP: Build-Own-Operate-Transfer; PPP: Build- Own-Operate. The Parties to these transactions shall execute the relevant PPP Contract for the financing of each Project. A Party may act as an Investor as well as an Off-Taker to expect a benefit from both positions. The Investment and Off- Taker positions are available to the Government and Private Investors.
Transmission
Project TIC includes Generation and Transmission to Designated City. Sovereign- Integra Co-Investment in Transmission can be discussed, subject to compliance to National Transmission Acts. Majority ownership to Sovereign Transmission Owner and Operator can be discussed. Integra proposes European G7 Tier 1 Transmission Company and Australian Tier 1 Transmission Company to advise or participate in construction and regulation of the Project's Transmission Line.
Workforce Target 90% of local workforce for construction. Job Training provided by EPC.
ESG 10%-20% of Annual Net Profits allocated to ESG subject to maintenance of 15% IRR equity leveraged to Investors.
Generation TIC 5%-10% of Total TIC, subject to country conditions, engineering and terrain.
Forecast Generation Pricing
Forecast Levelized Cost of Energy (LCOE), Generation, based on preliminary project design, logic, and AI software modelling: US _____ c/kWh. This value is provided in Integra’s Cover Email to the Client/Investor.
SUBSCRIPTION AGREEMENT Instructions: The Client is requested to complete the Subscription Agreement. Integra Clean Energy Consortium shall complete the share allocation upon receiving the Subscription Agreement. The Default Value of the Target Total Investment Cost (TIC) in USD for the Green Power Project in a Project Country in the Subscription Agreement and Shareholders Agreement is provided in the Cover Email by Integra.
The TIC may be reduced by 50% or 25%, subject to Demand in 2032 in the Project Country. The TIC may be revised to any value allocated by the Energy Authority of the Project Country. The TIC may be reduced by 50% or 25%, subject to Demand in 2032 in the Project Country. The TIC may be revised to any value allocated by the Energy Authority of the Project Country. The Final TIC shall be based on the revised TIC that the Energy Authority in the Project Country that it agrees for investment. The Default Value for Megawatts is provided in Integra’s Cover Email to the Investor/Stakeholder The Percentage of Equity of the Default TIC for the First Equity Call the Investor/Stakeholder wishes to invest shall be provided by him in the Project Component Matrix. The Number of Shares to be allocated to the Investor/Stakeholder shall be calculated by Integra and advised to the Investor/Stakeholder. Project Component Matrix
Project Component
Technical Architecture & Cost Targets
Share Allocation & Pricing
Equity Request: % of TIC to be subscribed as B shares (up to 15% of TIC)
Green Power
• _____ MW Hybrid Wind Solar Pump Hydro/Solar Pump Hydro. • TIC: USD _____ m.
Class B (Call 1): Shares @ $900 (10% disc.)
_______ %
AI Data Centre
• 100 MW AI Data Centre • Liquid cooling with 85% IT Upgrade layout. • TIC: USD 1.25 bn.
Class B (Call 1): Shares @ $900 (10% disc.)
_______ %
FIRST EQUITY CALL: Shares to be Subscribed SECTION 1: GREEN POWER Class B Preferred Shares at $900 / Share No. of Shares to be Subscribed (To be completed by Integra): _______________ Total Commitment: USD $_______________ SECTION 2: AI DATA CENTER Class B Preferred Shares at $900 / Share No. of Shares to be Subscribed (To be completed by Integra): _______________ Total Commitment: USD $_______________ SHAREHOLDERS AGREEMENT (SHA) The Subscriber explicitly acknowledges, accepts, and binds themselves to the following foundational framework conditions of the final project Shareholders Agreement (SHA): 1. Absolute Priority on Profits (Investor 15% Safety Floor) The project allocates 10%-20% of net profits to ESG community initiatives. However, investor’s 15% USD leveraged equity return takes absolute financial priority. If project returns drop below 15% in any year, all ESG funding is legally frozen immediately. ESG programs will only receive funding after the investor has been paid his full 15% return, verified by a Big Four audit. 2. Early-Bird Bonus Protection (Class B vs. Class C Shares) As a Class B investor coming in before 17 July 2026, investor holds a strict right of first refusal to buy new shares to maintain your ownership percentage. When the second funding call occurs in June 2028, new investors (Class C) pay a higher premium price per share. This rewards Class B investors
their early commitment and protects their share value from dilution. 3. Power Grid & Sovereign Safeguards (The Transmission Line) The project cost explicitly includes building the main transmission grid line directly to the Designated City. To comply with National Transmission Law and Acts, majority ownership of the grid line can be covenanted to the Sovereign State Transmission Owner or Approved Owner and Operator. A Tier 1 European G7 transmission company and a Tier 1 Australian transmission company are written into the SHA to manage and advise on the grid buildout and regulation. An option for co-investing by the Sovereign State in the transmission line is available 4. Bank-Grade Escrow & Legal Protection Investor’s capital is held securely in London and only transfers to Luxembourg once specific milestones are hit (such as the verified setup of the local SPV company by September 2026). The SHA is strictly governed by Luxembourg Law. All corporate or construction disputes are completely insulated from local project-country courts and will be settled via binding international arbitration in Paris. Execution & Acceptance Commitment: The Subscriber hereby confirms detailed review of the formal terms and covenants above. The Subscriber agrees to fully execute and return the final Shareholders Agreement to Integra Clean Energy Consortium on or before 17 July 2026. Exemplary Data Centre Specific Costs subject to economies of scale for production 100 MW, 85% IT Power Upgrade, Traditional Data Centre Closed Loop Liquid Cooling, Fuel Cell, USD 1.25 bn 100 MW, 90% IT Power Upgrade, Data Centre Compute Factory Manufacturing Plant Closed Loop Liquid Cooling, Fuel Cell: USD 1.325 bn 50 MW, 85% IT Power Upgrade, Traditional Data Centre Closed Loop Liquid Cooling, Fuel Cell, USD 625 m 50 MW, 90% IT Power Upgrade, Data Centre Compute Factory Manufacturing Plant Closed Loop Liquid Cooling, Fuel Cell: USD 663 m 10 MW, 85% IT Power Upgrade, Traditional Data Centre Closed Loop Liquid Cooling, Fuel Cell, USD 125 m 10 MW, 90% IT Power Upgrade, Data Centre Compute Factory Manufacturing Plant Closed Loop Liquid Cooling, Fuel Cell: USD 132 m MASTER GANTT CHART TIMELINE: RENEWABLE ENERGY AND DATA CENTRE ASSETS
# Project Phase / Task Name
Start Date
End Date
Strategic Comment
1 First Equity Call: 15% TIC Class B shares
July 2026
July 2026
Kick-off funding milestone. First Equity Call covers Project Origination and IP, Development to Project Phase 3, Solar, Wind/Hydro Base Rock and Resource Evaluation.
2 Master & Local SPV Setup (Funded by Class B shares)
Aug 2026
Sept 2026
Initial legal entity creation.
3 Solar, Wind/Hydro Base Rock and Resource Evaluation
July 2026
June 2029
Long-lead resource feasibility study. Solar evaluation to be completed by June 2027
4 Second Equity Call (Funded by Class C shares)
June 2028
June 2028
Class C shares will issue at a premium to Class B shares to compensate for the early-stage delivery risks assumed by Class B shareholders.
5 Solar Fast-Track Construction & Interconnection
July 2027
June 2028
One-year fast-track build-out phase.
6 AI Data Centre and AI Compute Factory Non-IT EPC
July 2027
June 2032
Primary facility infrastructure construction.
7 FID & Turbine Order / Port-to-Site Transit Logistics
June 2029
June 2031
Equipment procurement window.
8 Heavy Civil, Pumped Hydro & Wind Farm EPC (70% Debt)
June 2029
June 2032
Major debt-financed civil works.
9 Final Transmission Integration & Hybrid Grid Testing
June 2032
June 2032
Pre-commissioning final gateway.
30 YEAR AND 60 YEARS INVESTORS TERMS The 60-year investors shall be the senior investors, and the 30-year investors, subordinate investors in the Project. Parts of the revenue from year 25 attributable to 60-year investors shall be utilized to finance the repowering of the project assets, and any efficiency gains compared to the degradation curve of the assets to 30-year investors in revenue terms shall be clawed back to 60-year investors. The transfer of 30-year investors’ shares shall be permitted provided they are offered to the 60-year investors initially, before transfer to external investors subject to approval by the Board of Directors. Investors shall not transfer any of their shares until two years after the commercial operational date of the project, or the repowered project. Investors are required to hold their shares for a minimum of 15 years after COD, after which internal share transfers may be authorised by the Board of Directors. RENEWABLE ENERGY AND TRANSMISSION, NON-SHARE BASIS Direct Investors which invest by singular or co-investments for the Project without share participation, subscription or shareholders agreement, shall be responsible for capital financing to cover the Total Investment Cost (TIC) of the project for project origination and IP, development to FID, construction and commissioning. Capital drawdowns shall be made to cover TIC for the duration of the project. The Investor shall be required to provide capital for Project Phases 1-9 as shown in the Master Gantt Chart, without participating as a project equity subscriber or shareholder in the Project. RENEWABLE ENERGY AND TRANSMISSION, SHARE AND NON-SHARE BASIS This is not recommended as it presents conflicts of interest to the two parties. Renewable energy and transmission investors must choose either equity or non-equity project investment. PARAMETRIC INSURANCE Integra offers Parametric Insurance to Data Centres, Industrial Manufacturing and Process Plants, Critical Infrastructure and Facilities that require 24/7 electricity in countries where such insurance is available for these assets. If a project country does not have a mature local parametric insurance market, the policy will be underwritten and issued through the London or Luxembourg international reinsurance markets (via syndicates like Lloyd's of London). ANCILLARY POWER PURCHASE AGREEMENT Integra shall contract with Conventional Hydro Power companies, qualified biomass power companies supplying zero-carbon biogenic electricity, geothermal companies, and other renewable energy firm power companies with Call Options to purchase green power in the event of force majeure, in addition to offering parametric insurance to end-consumers with 24/7 power requirement. This risk is mitigated by Option Calls underwritten by large Power Traders and not Parametric Insurance.
POWER PURCHASE AGREEMENT (PPA) OPTION (Term Window: June 2032 – June 2062) Request Offtake Allocation Under PPA Option: No. of Power MW to purchase annual output: _______________ Bid PPA price in US cents/kWh: _______________ Allocation conditions: Executed PPA capacity remains strictly subject to a non-refundable capacity reservation fee or an operational Letter of Credit (LC) upon allocation confirmation. PUBLIC-PRIVATE-PARTNERSHIP: BUILD-OWN-OPERATE-TRANSFER OPTION Firm Green Power Output, MW A Concession Phase 1 2032-2062 Developer’s PPA proposal, US c/kwh B Phase 2, Repowered Phase 2062-2092 As applicable Phase 1 Govt Minority Cash Equity, TIC % C Govt Land Provision, TIC % D Govt Valuation of Land Offered, USD E Phase 2 PPA proposal by Developer, US c/kwh F Govt Minority Cash Equity, TIC % G Govt Land Provision, TIC % H Govt Valuation of Land Offered, USD I Transmission Government may build and own 100% of Transmission Line/Network (Non-PPP) Transmission PPP Scenario Firm MW J Developer’s T. proposal, US c/kWh K kV, HV or AC L Length of Transmission Line, km M Cost of Total Trans. Network, USD N Cost of Trans. Step-Down S/S, USD O Overhead or Underground P As applicable Phase 1 Govt Minority Cash Equity, TIC % Q Govt Land Provision, TIC % R Govt Valuation of Land Offered, USD S Phase 2 Govt Minority Cash Equity, TIC % T Govt Land Provision, TIC % U Govt Valuation of Land Offered, USD V Draft BOOT Agreement available on request Developer and Government (as applicable) shall be responsible for decommissioning costs DATA CENTER AND COMPUTE FACTORY FACILITY, SHARE BASIS Investors shall provide capital at Project Phases 1, 4 and 6 shown in the Master Gantt Chart. Capital from the First Equity Call (Phase 1 Class B shares) will fund early engineering and ground breaking of the Data Centre Facility in Phase 6. The Second Equity Call (Phase 4 Class C shares) is strategically timed for June 2028 to inject the heavy construction capital that is required to finalize the high-density compute infrastructure. DATA CENTER AND COMPUTE FACTORY FACILITY, SHARE AND NON-SHARE BASIS
This is not recommended as it presents conflicts of interest to the two parties. BIOENERGY POWER AND HEAT PROJECTS Integra shall include investment opportunities in Biomass Direct Combustion Power and Heat Projects based on Agricultural Waste produced in the Agricultural Compound, electricity and steam consumed for agricultural processing activities, and surplus power and steam exported to customers. The Target IRR equity leveraged is 15%. Integra shall create a Project Investment Memorandum for this Initiative from July-August 2026 and welcomes Project Proposals for 10 MW and 20 tons per hour, Biomass CHP projects from prospective Project Developers from developed and developing countries. Three models are proposed for Private and Government Clients: Integra Designs, Builds and Hands Over Plant to the Client; Integra Designs the Plant, partners Local Developer to Build the Plant, and sells power and steam to the Client over a concessional period; the third model replicates second, Integra Hands Over the Plant to the Client after the concessional period. Integra shall form a JV with the Local Project Developer. Developer and Project Data required Target IRR equity leveraged, 30 years, 15% Name of Developer A Power Only, Installed MW B Power Only, Internal and Process, MW C Power Only, Net Export to Grid, MW D Power and Heat, Steam production in Tons/hour E Power and Heat, Steam consumed by Mill, Tons/hour F Power and Heat, Steam for export, Tons/hour G EPC Contractor: only G7 contractors acceptable H OEM country of origin: only G7 countries acceptable I Local content requirement, equipment, components, % J Local national workforce requirement, % K Biomass source L Moisture content, % M Lower Heat Vale, MJ/kg N Higher Heat Value, MJ/kg O GHG audit, CO2et/ton, plantation to power plant gate P Auxiliary Fossil Fuels burnt inside the Plant, tons/year Q Name of GHG auditor R Total Carbon Leakage, plantation-chimney, CO2et/y S Cost of Biomass per ton, including inherent moisture T Total Investment Cost, USD m U Operational & Maintenance Cost per year, USD m V Power only, LCOE Generation, US c/kWh W PPA, 30y, fixed, variable, adjust. schedule, US c/kWh X Heat only, LCOH, USD/MMBTU Y HPA, 30y, fixed, variable, adjust. schedule, US tons/h Z Annual Maintenance, Hours per year AA Plant Physical Assets degradation per year, % BB Name of Power Authority, Heat Authority CC Feedstock Supply Security, Moisture check DD CHONS Analysis EE Ash and Alkaline Content Impact on Boiler Tubes FF IFC Environmental Social or National Standards GG Water Supply and RO Costs, USD/year HH Decommissioning Cost in Year 30, USD m II Local Legal Counsel JJ Independent GHG Life Cycle Analysis Consultant KK Independent Land Acquisition Consultant LL Tax Treaties, provide list of reciprocal countries MM
The project shall be financed either on a Share Basis or Non-Share basis. LAND ACQUISITION The acquisition or lease of private or semi-state-private land by indigenous communities and rightful owners or co-owners, and their fair compensation, shall be governed by the rules and regulations of the respective national statutory laws, CESCR, ICSID, ISDS, OHCHR, PCA, UNCITRAL, UNDRIP, UN-Habitat, UNPFII, and as applicable, regional courts in Africa, Europe and South America. LEGAL, GOVERNANCE & TRANSLOCATIONAL SAFEGUARDS, TIME-LINE Safeguard Layer Operational Mechanism & Jurisdictions Onboarding Location and Time-Line Embassy, High Commission, or Consulate of the Country in London on or before 30 June 2026, or at QEII Conference Centre (subject to availability) with invitation to the Country's Diplomatic Mission or its Ambassador. Onboarding may be extended to 17 July 2026. Localization & Ownership Country investors hold 51% pref. option; G7 investors serve as backstop up to a 51% ceiling. Escrow Routing Tranche 1: London (June 2026) → Transfer to Luxembourg. Legal Jurisdictions and Dispute Resolution Corporate infrastructure and share parameters are governed by Luxembourg Law, project financing and commercial escrow mechanics by English Law, and all operational or contractual disputes are settled via binding ICC Arbitration in Paris POWER PURCHASE AGREEMENT (PPA) OPTION (Term Window: June 2032 – June 2062) Request Offtake Allocation Under PPA Option: No. of Power MW to purchase annual output: _______________ Bid PPA price in US cents/kWh: _______________ Allocation conditions: Executed PPA capacity remains strictly subject to a non-refundable capacity reservation fee or an operational Letter of Credit (LC) upon allocation confirmation. PUBLIC-PRIVATE-PARTNERSHIP: BUILD-OWN-OPERATE-TRANSFER OPTION Firm Green Power Output, MW A Concession Phase 1 2032-2062 Developer’s PPA proposal, US c/kwh B Phase 2, Repowered Phase 2062-2092 As applicable Phase 1 Govt Minority Cash Equity, TIC % C Govt Land Provision, TIC % D Govt Valuation of Land Offered, USD E Phase 2 PPA proposal by Developer, US c/kwh F Govt Minority Cash Equity, TIC % G Govt Land Provision, TIC % H Govt Valuation of Land Offered, USD I Transmission Government may build and own 100% of Transmission Line/Network (Non-PPP)
Transmission PPP Scenario Firm MW J Developer’s T. proposal, US c/kWh K kV, HV or AC L Length of Transmission Line, km M Cost of Total Trans. Network, USD N Cost of Trans. Step-Down S/S, USD O Overhead or Underground P As applicable Phase 1 Govt Minority Cash Equity, TIC % Q Govt Land Provision, TIC % R Govt Valuation of Land Offered, USD S Phase 2 Govt Minority Cash Equity, TIC % T Govt Land Provision, TIC % U Govt Valuation of Land Offered, USD V Draft BOOT Agreement available on request Developer and Government (as applicable) shall be responsible for decommissioning costs EARTH CLIMATE FUND AND EARTH CLIMATE BANK 21 October 2022 and 5 December 2022: International Conference Calls sponsored by Integra. Two inaugural conference calls to discuss a proposed global climate fund, global climate bank, and global co-investment and direct investment facilities were attended by guests from more than twenty countries by government departments, private firms, banks and international organizations. Integra seeks to revive the 2022 efforts in 2026. Up to US$ 10 billion for the Earth Climate Fund through ordinary share issues. Up to US$ 10 billion for the Earth Climate Bank through share issues. While Integra has mapped out a long-term global pipeline across 149 countries, Phase 1 of the Earth Climate Fund will strictly target initial nations, utilizing the US$ 10 billion allocation to establish proof- of-concept before expanding capital calls for subsequent phases. Members of the United Nations including observer states, WTO and World Bank are eligible for membership of the two initiatives. Capital will be allocated dynamically based on individual country feasibility studies, focusing initially on a select group of Phase 1 target nations. In addition to qualified private sector organizations, Integra intends to invite public sector entities, sovereign wealth funds, and national utilities from participating countries to join as founding anchor partners through structured sovereign co-investment facilities. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) Integra shall embed rigorous ESG frameworks into the entire lifecycle of each deployment. Project development shall feature dedicated community benefit agreements that may be funded by project revenues, focusing on three core areas: Environmental Preservation and Adaptation: Designing all projects to safeguard natural habitats, integrating localized early warning systems for climate impacts, and for supporting community-led planning for alternative croplands and livestock management in areas or regions facing changing precipitation or saline intrusion.
Social and Economic Empowerment: Prioritizing local economic development with specific focus on indigenous communities, promoting youth climate leadership, women’s economic empowerment by targeted supply chain inclusion and clean energy job training. Community Health and Resiliency: Implementing localized environmental health measures; such as clean air initiatives around project zones for expectant mothers and infants, to ensure infrastructure development actively improves community well-being. INVESTOR/STAKEHOLDER ACKNOWLEDGMENT The undersigned Investor/Stakeholder acknowledges the receipt of this Draft Project Information Memorandum. The acknowledgement constitutes a non-binding expression of interest to explore participation in projects covered in the Memorandum. Authorized Signature: ___________________________ Execution Date: ___________________, 2026 CORPORATE CONTACT DIRECTORY Executive Management Michael See, Principal | Secure Liaison: +65 9734 8618 Gateways & Networks Direct: [email protected] General: [email protected] Web: https://integracleanenergy.com Registries & Corridors London and Luxembourg Disclaimer & Forward-Looking Statements: The Forecast LCOE stated herein is a non-binding indicative projection derived from preliminary project design, logic, and AI software modelling. Stated capital costs utilize an industry-standard compounding baseline indexation protecting raw materials from fiscal volatility. Actual LCOE metrics may vary based on final EPC contracting, regional localized input factors, and macro-environmental shifts. This draft document is for information purposes only and does not constitute a formal solicitation or a binding offer to sell securities.
Tere,
Edastame Majandus- ja Kommunikatsiooniministeeriumile.
Lugupidamisega
Dokumendihaldus SOM
From: SKA Info <[email protected]>
Sent: Tuesday, August 4, 2026 1:01 PM
To: Info - SOM <[email protected]>
Subject: Ed: [SUSPICIOUS URL INSIDE][POSSIBLE SPAM]Fwd: Renewable energy, Estonia
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Tähelepanu!
Tegemist on välisvõrgust saabunud kirjaga. |
Saatja: Michael See <[email protected]>
Saatmisaeg: reede, 31. juuli 2026 14:33
Adressaat: SKA Info <[email protected]>;
[email protected];
[email protected]; [email protected];
[email protected];
[email protected]; [email protected];
[email protected]; [email protected];
[email protected]
Teema: [SUSPICIOUS URL INSIDE][POSSIBLE SPAM]Fwd: Renewable energy, Estonia
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---------- Forwarded message ---------
From: Michael See <[email protected]>
Date: Wed, Jun 24, 2026 at 7:45 PM
Subject: Re: Renewable energy, Estonia
To: Peeter Kadarik - MKM <[email protected]>
Cc: Mirjam Eerma <[email protected]>
Green Power Project Draft Information Memorandum
Dear Private Sector and the Government of Estonia
Integra is pleased to submit this Executive Briefing regarding our strategic Green Power and Data Infrastructure development opportunities. We welcome the opportunity to discuss these frameworks with Private Sector Companies as well as your Ministry’s investment team.
Summary
Integra originates Green Power Projects and raises capital for their development in developing, developed and least-developed-countries.
Green Power Initiative (GPI)
Integra’s GPI covers the following sectors
Economic Metrics
Foreign Direct Investment
Local Direct Investment
Data Centres and Compute Factories
Parametric Insurance
Public Private Partnerships
Earth Climate Initiatives
Economics Metrics
Integra provides an analysis of Integra’s firm green power costs and savings vs unsubsidized power costs including external costs of fossil power generation in your country.
Investment Attraction
Integra’s leadership brings international sovereign advisory experience, having successfully collaborated with over 40 governments to structure and attract Foreign Direct Investment (FDI).
Foreign Direct Investment (FDI)
Integra recommends a minimum equity investment of 5% of the total investment cost (TIC) of projects proposed from bona-fide local investors, equivalent to 16.67 % project equity based on 30:70 equity debt capital structure, to attract FDI if the country does not have local capital to finance majority equity interest in the projects. The balance of capital shall be sourced from qualifying international investors from G7 countries as the first preference, followed by qualifying investors from countries acceptable to the host government as the second preference.
Foreign Investors (FI)
International Investors can invest in country projects if local Investors, local companies or the Government’s Treasury do not invest with minority or majority interest in these projects.
Local Direct Investment (LDI)
Integra welcomes Local Investors and the Government’s Treasury to invest with minority or majority interest in the projects.
Data Centres and Compute Factories
Integra identifies and develops Sites for the construction of Data Centres and Compute Factory Manufacturing Plants, in Urban and Suburban areas in Cities, as well as near Green Power plant locations with construction of Dark Fiber Array Corridors to End-Users.
Parametric Insurance
Integra procures Parametric Insurance (PI) for its Green Power Projects from Insurers in countries where PI is available, and from Lloyds Syndicates if PI is not offered for project countries.
Public Private Partnerships (PPP)
Integra offers PPP options for countries that include the State as well as Private Investors assume majority ownership of the projects. Integra proposes BOOT and other PPP models.
Earth Climate Initiatives
Integra revives its 2022 efforts to establish a global climate fund and global climate bank. The 2022 conference call was attended by guests from more than twenty countries.
Business Models for Private Sector Well-Informed and Professional Investors, Sovereign-owned Companies and the Treasury
Project Sponsor, Non-Equity Scenario
Public or Private Entity
DBO, BOO, BOT, BOOT, Other Models to be agreed by Sponsor
Project Sponsor, Equity Scenario
Public or Private Entity, Minority or Majority Equity Holding
Subject to Completion of the Client’s Completion of Subscription and Shareholders Agreements
Project Sponsor and/or Off-Taker, Equity Scenario
Public or Private Entity, Minority or Majority Equity Holding
Subject to Completion of the Client’s Completion of Subscription and Shareholders Agreements, to include stating of the amount of required MW output and the PPA Bid Price
For the Options above
Integra is the Project Manager
Integra Designs and Builds and Commissions the Project
Integra procures EPC Contractors, Client makes EPC Contractor Final Selection Decision
EPC Contractor posts Bid and Performance Bonds
Integra may Operate and Maintain the Plant over a Concessionary Period under O&M contract
Proposed Onboarding in London, Participants
Green Power Project Sponsor, Non-Equity Scenario
Stakeholder Issues an Expression of Interest to finance the Construction of the Renewable Energy Plant, including Direct Transmission to the Capital City if no interconnection exists between the Plant and the Capital City, or Transmission hubs which may result in raising the TIC of the Project
Provides Capital for the Development, Construction, Commissioning and/or O&M of the Project
Green Power Project Sponsor, Equity Scenario
Stakeholder invests in Equity in the Project by completing Subscription and Shareholders Agreement
Green Data Centre (DC) and Compute Factory (CF), Equity and Non-Equity Scenario
Stakeholder invests in DC and CF Projects on Equity as well as non-equity basis
Project Sponsor and his Legal Team
Integra, Integra’s Legal Team and Selected Tier 1 Bank Escrow Team
As applicable, the Ambassador of the Project Country on invitation
Venue: Diplomatic Mission, or QEII Centre subject to availability with invitation to the Ambassador
Role of Integra Clean Energy
Integra is the Project Manager for the Design, Origination and Development of Renewable Energy, Transmission and Data Centre Projects, for Clients on a Non-Share as well as Equity-Share basis
Integra is the Capital Raising Manager for Equity and Debt for Projects
Integra prepares the Subscription, Shareholders and Off-Take Agreements to Investors
Green Power Project Proposal
Business Models: Generation, Transmission: Private, DBO, BOO, BOT, BOOT
Generation: Private Invest, Private-Public Co-Invest, Public Invest
Transmission: Private Invest, Private-Public Co-Invest, Public Invest
Proposed Firm Green Power Output: 600 MW
Forecast Total Investment Cost (TIC) with Transmission: USD 4.85 bn
60 years asset which includes wind, solar and turkey nests pump hydro storage
Target IRR equity leveraged: 15% for first 30 years of project operation, as well as second 30 years
Target IRR equity leveraged: Consolidate 15% over 60 years of project operation, after repowering
Proposed Project Capacity and TIC may be reduced, subject to demand. The IRR may be reduced to 13% and 10% at reduced capacities of 50% and 25%, unless capex and interest rates are negotiated.
Integra also proposes a Biomass Initiative which is described in the Project Information Memorandum.
Integra Clean Energy
Integra constructs Firm Green Power Generation with Energy Storage Projects that match the load requirements of a municipality, as well as round-the-clock power requirements such as industrial plants, critical infrastructure and data centres.
The Draft provides for the Subscription Agreement, Shareholder’s Agreement and an optional Power Purchase Agreement. Investors and Stakeholders can invest in the Power Generation, and subject to National Laws, co-invest in the transmission line from the generation location site to sub-stations or end-consumers. The ownership of the transmission line is decided by the National Law. Investors can invest in both the power generation asset as well as assume the Off-taker role with the expectation of returns from these two positions.
In PPP structures, Governments can act as the Ultimate Owner after a concessional period, Off-Taker during the concessionary period, own the power and transmission assets as an Investor, or invest in the power and transmission assets and off-take partial or full power output from the generation asset.
Economic Metrics 2032
Ember Climate, IEA, IMF, World Bank
Integra Column: Firm Green Power
National All-In Electricity Cost includes fuel prices, taxes, regulatory and environmental charges
National Fossil Power: 58%, balance imported from Finland
Integra Nation Nation Nation Integra Nation
LCOE True Econ. Annual GTD All-In
First Unsub Exter. Budget Capital Elect
30y Cost Cost Burden City Cost
c/kWh c/kWh c/kWh USD m c/kWh c/kWh
8.4 8 10 140 14.3 20
With drying hydropower, more fossil fuel, LCOE can exceed US 8 c/kWh
Savings in National Expenditure by Renewable Energy, 2032
IRENA, IEA, World Bank, IHME, OECD, WHO
Savings by Renewable Energy, Avoided Fossil Costs, Public Health, Gains in Labour Productivity
2032 Forecast Fossil Power, MW 2,100
% GDP Savings by Renewable Energy 4.8
$ bn Savings by Renewable Energy 2.2
Integra Proposal, MW 600; $ 4.8 bn saving $ 600 m annually for Estonia
Reduce imports from Finland
Draft Project Information Memorandum Respectfully Submitted,
Mr. Michael See
Principal, Integra Clean Energy
Corporate Office moving to United Kingdom, July-September 2026
Tel +65 9734 8618
Email [email protected]
Web https://www.integracleanenergy.com/
On Thu, May 7, 2026 at 7:38 PM Michael See <[email protected]> wrote:
Dear Republic of Estonia
Green Power
Integra refers to the proposed project in the previous communication.
Project Deployment Schedule, updated, subject to country conditions
June 2026: Onboarding of Investors, Off-Takers, BOT, BOOT stakeholders
June 2026: Off-Takers: Industrial, Commerce, AI DC and AI Compute Factory firms, Utilities
June 2026: Shortlisting and RFQ to EPC contractors and Equipment suppliers
June 2026: Solar, wind, pump hydro, complementary renewable energies resource evaluation
June 2027: Solar resource confirmation, continuing wind and pump hydro resource evaluation
June 2027: Solar procurement and construction
June 2027: AI DC and AI Compute Factory EPC construction (non-IT) if required
June 2028: Solar COD, generation as applicable via interconnection
June 2029: WPH base rock integrity confirmation, Equipment order and transport, Construction
June 2032: Target COD for PHW: Off-Takers as described, BOT-BOOT activated
PH Pump Hydro, S Solar, W Wind
AI DC and AI Compute Factories: Integra provides EPC (non-IT) for 10, 50 and 100 MW
Project Hybrid Technology
Onshore wind, solar and pump hybrid turkey nests technology or solar pump hydro turkey nests technology with potential complementary power from conventional hydro and bioenergy, with HVAC or HVDC transmission to end consumer or regional transmission HV/MV substation, or direct green wire to end user HV/MV switchyard.
Onboarding 2026
May 11, 18, 25
June 1, 5, 12, 19, 26
Country Capital City, Country Embassy, High Commission or Consulate in London
Sovereign, Institutional and Private Sector Investors must conduct their own due diligence
before considering an investment in Integra’s projects
Subscription and Shareholders Agreement
Qualified well-informed and professional investors
Country local investors: 51% equity option, if insufficient, G7 investors invitation
15% TIC first equity tranche proposed for early investor program
BOT, BOOT, PPA Off-Takers:
Non-returnable participation bid fee of 3% COD Y1 revenue required for 1 price bid
Participation bids to be evaluated by one of the Big 4 audit firms
First Early Equity and Early Off-Takers Participation Call end 30 June 2026
BOT, BOOT, PPA Off-Takers can also invest in 15% TIC first equity tranche
First Equity Tranche
TIC: 30% equity, 70% debt
Value of shares: 30% TIC, $
No. Nominal Shares: ((30% TIC) – (5% TIC Integra Origination and IP))/$1,000 per share: N
Number of discounted shares: Limit of 10% of nominal shares: 10%N
Price of discounted shares, early investors: $ 900/share
Value of discounted shares: $ 900/share x 10%N
Value of shares to be paid by balance of investors: 30%TIC – (900 x 10%N)
Price of balance of shares: ((30%TIC – (900 x 10%N)) / 90% N
Example $100m project
Equity: $ 30m; 30,000 shares
Early investors: $900/share
Balance of investors: $1233.33/share
SPVs Formation, Proposed service providers: Norton Rose Fulbright, BNP Paribas
Luxembourg SPV Sarl
Luxembourg SOPARFI SCA, Direct Investment
Luxembourg Escrow, Tier 1 bank
Country SPV
Legal incorporation, KYC due diligence
Formation: 1 month, Share certificates 1 month
Proposed EPC and Equipment Suppliers
Bouygues
Turner Hochtief
GE Vernova
Nexans
Prysmian
Siemens Energy
Technip Energies
Vestas
Voith
We Build
Proposed Service Providers
Allianz
AXA
Baker Mckenzie
BNY Mellon
BNP Paribas
Chubb
Deloitte
KPMG
Morgan Stanley
Norton Rose Fulbright
Respectfully,
Mr. Michael See
Principal, Integra Clean Energy
Pavilion Tower
16th Floor
Jalan Raja Chulan
50200 Kuala Lumpur
Malaysia
Tel +603 2182 9776
Cell +65 9734 8618
Fax +603 2182 9797
Email [email protected]
Web https://www.integracleanenergy.com/
On Sun, Apr 19, 2026 at 4:40 PM Michael See <[email protected]> wrote:
REVISED PROJECT PROPOSAL AND MEMORANDUM OF UNDERSTANDING
TO: The President, The Prime Minister, and The Minister of Finance of the Republic of Estonia
FROM: Integra Clean Energy
DATE: April 19, 2026
SUBJECT: Proposal for a 600 MW Renewable Firm Power Hybrid Cluster (Pandivere Upland)1. STRATEGIC GOAL
Integra Clean Energy proposes a national target of 70%-80% renewable electricity generation for the Republic of Estonia. To ensure 24/7 reliability for critical facilities and Tallinn's grid, Integra will deploy a 600 MW "Firm Power" cluster. The remaining 20%-30% of national firm power supply shall remain under the host government's strategic discretion.2. TECHNICAL SPECIFICATIONS & LOCATION
The project utilizes a Greenfield "Turkey Nest" Pumped Hydro Storage (PHS) system to eliminate natural water system risks.· Location: Pandivere Upland, Lääne-Viru County (Väike-Maarja District).
· Infrastructure: Two closed-loop reservoirs (Upper/Lower) on stable limestone bedrock.
· Target Delivery: 600 MW Firm Power to Tallinn via HVAC Transmission.
· Elevations: 150-166m (Upper Reservoir) utilizing the region's highest plateau.
· Components: 1,200 MW Wind, 800 MW Solar, and 600 MW/7,200 MWh Pumped Hydro.
3. CONSOLIDATED FINANCIAL MODEL
The project is divided into two 30-year operational cycles (60 years total) to account for asset replacement and long-term base rock monitoring.
Metric
First 30 Years (2026-2062)
Second 30 Years (2062-2092)
TIC (Total Investment Cost)
$4.85 Billion
$1.80 Billion (Asset Replacement)
LCOE Gen (Generation)
8.4 ¢/kWh
7.1 ¢/kWh
LCOE T+D (Trans/Dist)
3.2 ¢/kWh
2.4 ¢/kWh
LCOE GTD (Total)
11.6 ¢/kWh
9.5 ¢/kWh
Tallinn All-In Tariff
14.5 ¢/kWh
12.0 ¢/kWh
IRR Equity Leveraged
15.0%
16.5%
Annual Net Profit %
22.0%
28.5%
ESG Impact Allocation
8.5% of Net Profit
20.0% of Net Profit
Note: ESG allocations are adjusted to ensure the 15% shareholder IRR floor is maintained.
4. PROPOSED SHARE OWNERSHIP
· Host Nation Allocation: Up to 80% (State, Treasury, and bona-fide local companies).
· G7 Strategic Investment: If local uptake is insufficient, a Master SPV SCA (Luxembourg) will
facilitate up to 80% equity from G7 investors.
· Foreign Cap: Maximum 51% G7 ownership allowed under strategic approval.
· Integra Interest: 5% non-dilution equity for Intellectual Property and Origination.
5. DECOMMISSIONING & SUSTAINABILITY
· Responsibility: Project Owner and Host Government to finalize at FID.
· Funding: 3% of TIC allocated for land remediation and restitution.
· Water Sourcing: One-time purchase of utility water for reservoir filling, supplemented by
rainwater harvesting.
6. PROPOSED ONBOARDING SCHEDULE
Formal negotiations and signing ceremonies are proposed for the following dates in 2026:· April: 27
· May: 4, 11, 18, 25
· June: 1, 5 (Finalization)
Venues:
· Tallinn, Estonia (Project Country Capital)
· Estonian Embassy, London
· Selected Financial Venues in London or Luxembourg
📍 Strategic Anchor: This proposal secures Estonia’s energy independence using indigenous wind and solar resources coupled with high-inertia storage, ensuring a 60-year horizon of stable, carbon-neutral electricity.
Respectfully Submitted,
Mr. Michael See
Principal, Integra Clean Energy
Pavilion Tower
16th Floor
Jalan Raja Chulan
50200 Kuala Lumpur
Malaysia
Tel +603 2182 9776
Cell +65 9734 8618
Fax +603 2182 9797
Email [email protected]
Web https://www.integracleanenergy.com/
On Tue, Apr 14, 2026 at 4:19 PM Michael See <[email protected]> wrote:
Dear Peeter
Thank you for your follow-up
Enclosed our revised proposal and MOU to Estonia
Respectfully,
Mr. Michael See
Principal, Integra Clean Energy
Pavilion Tower, 16th Floor
Jalan Raja Chulan
50200 Kuala Lumpur, Malaysia
Tel +603 2182 9776
Cell +65 9734 8618
Fax +603 2182 9797
Email [email protected]
Web https://www.integracleanenergy.com/
On Mon, Apr 13, 2026 at 7:54 PM Peeter Kadarik - MKM <[email protected]> wrote:
Dear Michael!
Thank you for submitting your proposal for the 600 MW firm renewable hybrid project in Tartu. We appreciate the ambition behind the concept and the opportunity to review it further.
Please note that in Estonia, energy policy and electricity system matters fall under the competence of the Ministry of Climate. To ensure your project can be properly assessed, we kindly ask you to revise the technical materials and submit them directly to the Ministry of Climate.
For the revision, please provide a short and clear summary of:
• Project location and resource basis (site coordinates + wind/solar measurement data).
• Clarification on the term “high altitude wind resources” in the context of Tartu’s known topography.
• Pumped hydro concept (head, storage volume, GWh, duration).
• Firm power modelling (hourly balance showing 600 MW 24/7).
• Grid connection assumptions (connection point + system impacts).
Once you have updated these elements, please forward the corrected package to the Ministry of Climate, who is the competent authority for energy. Thank you again, and we remain available for coordination as needed.
Peeter Kadarik
Business Development Manager
Entrepreneurship and Industry Department
Ministry of Economic Affairs and Communications
Suur-Ameerika 1, Tallinn, Estonia
From: Michael See <[email protected]>
Sent: Thursday, March 12, 2026 1:42 PM
To: Sekretär - VPK <[email protected]>; press - RK <[email protected]>; Risto Kaljurand - RK <[email protected]>; Info - RAM <[email protected]>; info - MKM <[email protected]>; [email protected]; [email protected]
Subject: Renewable energy, Estonia
Tähelepanu! Tegemist on välisvõrgust saabunud kirjaga.
Tundmatu saatja korral palume linke ja faile mitte avada.Proposal for 600 MW 24/7 Firm Renewable Energy Hybrid Project in Tartu
Your Excellencies,
We are pleased to submit this strategic proposal for a state-of-the-art Wind, Solar, and Pumped Hydro Hybrid power plant in Tartu. This project is engineered to provide 600 MW of continuous, 24/7 firm power to the national grid, eliminating the intermittency typically associated with renewables. By maximizing high-altitude wind resources and utilizing advanced energy storage, this hybrid system ensures zero curtailment and provides a sustainable, unsubsidized alternative to fossil fuel generation.
This investment represents a transformative shift for the national economy, involving a minimum 90% local workforce and a commitment to distribute 20% of annual profits toward health, education, and digital infrastructure. The project utilizes a strategy to prioritize storage during peak production, ensuring the lowest possible LCOE and long-term energy security.
Period MW TIC $b LCOE Capital Profit ROI IRR
2030-2060 600 1.85 10.0 25.5 155% 12.5% 18.2%
2060-2090 600 1.15 7.0 22.0 214% 15.8% 22.4%
LCOE = LCOE/GTD = Generation+transmission+distribution cost to the capital city in US c/kWh; Capital = Capital All-In Tariff in the capital city in US c/kWh which may include carbon taxes; TIC = Total Investment Cost wind solar pump hydro hybrid.
The project offers flexible investment structures including BOT (Build-Operate-Transfer), BOOT (Build-Own-Operate-Transfer), BOO-1 (Build-Own-Operate, Private Investor 100% Owner, Government as Off-Taker), and BOO-2 (Build-Own-Operate, Private Investor 100% Owner, Private Sector and Government as Off-Takers).
Deployment Schedule:
June 2026: Proposal Agreement
July 2026-June 2027: Energy Resource Evaluation
July 2027: FID on resource confirmation
August 2027-November 2029: Procurement, Construction, Commissioning, COD
December 2029: Official Inauguration
We request an early discussion to review the technical specifications and the significant economic benefits this 600 MW hybrid facility will bring to the country.
Sincerely,
Principal, Integra Clean Energy
Pavilion Tower
16th Floor
Jalan Raja Chulan
50200 Kuala Lumpur
Malaysia
Tel +603 2182 9776
Cell +65 9734 8618
Fax +603 2182 9797
Email [email protected]
COUNTRY DRAFT PROJECT INFORMATION MEMORANDUM PRIVATE-PRIVATE AND PUBLIC PRIVATE FINANCING INITIATIVES FIRM GREEN POWER, TRANSMISSION AND DATA CENTERS Integra Clean Energy proposes the formation of the Project Holding Company in the United Kingdom in June 2026, followed by transfer of operations to Luxembourg, as SOPARFI SCA by September 2026. The Project Vehicle in both jurisdictions is allowed for raising of equity and debt for renewable energy projects as direct investments and infrastructure on a direct investment, non-fund basis, with advisory from legal and tax counsels, and with Integra as the Master Technical Adviser in singular or multiple projects in countries. Class A shares are issued to Integra as Founder’s shares, Class B to First Equity Call Investors and Class C to Second Equity Call Investors. Class B and C shareholders hold one vote per share. In Board of Director’s Meeting, 5 voting shares; Class B Director and Class C Director hold one share each, Integra Directors 3 voting shares. Technical Feasibility. Technical Advisory Decisions shall be based on two independent consultants review, in the event of a tie, a third independent consultant shall be appointed, all consultants to be evaluated for no conflicts of interest. Financial Feasibility. Financial Advisory Decisions shall be based on the same process. The laws of England and Wales, Luxembourg and ICC Paris shall apply, as relevant, on disputes. Investment Attraction Foreign Direct Investment (FDI) The founder of Integra wrote European Business Sourcebook, Foreign Direct Investments (FDI) in East and West Europe, published by the International Thomson Business Press. The founder recommends a minimum equity investment of 5% of the total investment cost (TIC) of projects proposed from bona-fide local investors, equivalent to 16.67 % project equity based on 30:70 equity debt capital structure, to attract FDI if the country does not have local capital to finance majority equity interest in the projects. For Public-Private-Partnerships and Private-Private Partnerships, the Public or Private Partner assumes an Owner’s or Deferred Owner’s Role which may include minority equity participation in the Transaction Vehicle. Foreign Investors (FI) International Investors can invest in country projects if local Investors, local companies or the Government’s Treasury do not invest with minority or majority interest in these projects. Local Direct Investment (LDI) Integra welcomes Local Investors and the Government’s Treasury to invest with minority or majority interest in the projects. In this Draft PIM, the numeric values for spaces that are underlined in relevant sections are provided in the covering email.
Core Parameter Key Investment Specifications & Targets
Management
Integra Clean Energy Consortium Michael See, experience: UNFCCC, Springer Science, Thomson Financial Adam Parkin, experience: Edmond de Rothschild, Foreign & Colonial, AMEX Lorenz Chenaux, experience: UBS Clean Energy Infrastructure Switzerland Chris Walker, experience: Swiss Reinsurance, WBCSD, Ernst & Young Patrick O’Brien, experience: Nomura International, London Capital Group David Burbidge, experience: Stanwell Corp, Rolls Royce Industrial Power The Country Management Team shall comprise of bona-fide local members based on their technical, financial, management, operational and ESG skills, subject to evaluation of conflicts of interest
Key Audience Investors Stakeholders
• Well-Informed and Professional Private Investors • Sovereign Investors and Sovereign-linked Companies • Qualifying Companies to purchase power from Projects • Big Tech Firms and Compute Factory Manufacturing Plants
• Strategic Investors seeking stable returns from Renewable Energy
Asset Lifespan & Yield
60-year asset target; 15% Leveraged Equity IRR in USD terms
Issuance & Deadline
Issued: 14 June 2026 | First Tranche Closing Gateway: 30 June 2026
Capital Structure
30:70 Equity-to-Debt project finance ratio | Nominal share: $ 1,000 per share.
Funding Timeline
First Call: June 2026 (Class B Shares) | Second Call: June 2028 (Class C Shares) Class B: $ 900 per share. Class C: Premium per share for wind and pump hydro turkey nests base rock integrity and water management to FID. For solar and pump hydro projects, capital raising for ground and potential float solar assets.
Target First Equity Call
15% of Total Investment Cost (TIC), covers Project Origination and IP, Legal expenses, Management and Hold Co in London for accelerated equity raising and their establishment in Luxembourg, and development to Project Phase 3, Solar, Wind and Hydro Base Rock and Resource Evaluation. Target Second Equity Call in June 2028 for wind power foundation and pump hydro turkey nests base rock integrity evaluation to FID. The equity calls for data centre and compute factory facilities are held concurrently with the renewable energy equity calls.
Project Indexation
All stated USD TIC metrics are subject to standard 3% annual inflation indexation compounding from the base year.
Shortlisted Service Providers
Subject to checks on Conflicts of Interest in the Project Country: Bank: ABN Amro, BNP Paribas, BNY Mellon, Deutsche Bank, Morgan Stanley, Societe Generale EPC: Bouygues, Eiffage, Enercon, GE, Siemens, Strabag, Vestas, Vinci, Voith, We Build Equip: First Solar, GE, Q-cells, Siemens, Voith, We Build Legal: Baker McKenzie, Clifford Chance, Freshfields, Linklaters, Norton Rose
PPP Structure Options
To be discussed separately with the Client: Design-Build-Operate; PPP: O&M; PPP: Build-Operate-Transfer; PPP: Build-Own-Operate-Transfer; PPP: Build- Own-Operate. The Parties to these transactions shall execute the relevant PPP Contract for the financing of each Project. A Party may act as an Investor as well as an Off-Taker to expect a benefit from both positions. The Investment and Off- Taker positions are available to the Government and Private Investors.
Transmission
Project TIC includes Generation and Transmission to Designated City. Sovereign- Integra Co-Investment in Transmission can be discussed, subject to compliance to National Transmission Acts. Majority ownership to Sovereign Transmission Owner and Operator can be discussed. Integra proposes European G7 Tier 1 Transmission Company and Australian Tier 1 Transmission Company to advise or participate in construction and regulation of the Project's Transmission Line.
Workforce Target 90% of local workforce for construction. Job Training provided by EPC.
ESG 10%-20% of Annual Net Profits allocated to ESG subject to maintenance of 15% IRR equity leveraged to Investors.
Generation TIC 5%-10% of Total TIC, subject to country conditions, engineering and terrain.
Forecast Generation Pricing
Forecast Levelized Cost of Energy (LCOE), Generation, based on preliminary project design, logic, and AI software modelling: US _____ c/kWh. This value is provided in Integra’s Cover Email to the Client/Investor.
SUBSCRIPTION AGREEMENT Instructions: The Client is requested to complete the Subscription Agreement. Integra Clean Energy Consortium shall complete the share allocation upon receiving the Subscription Agreement. The Default Value of the Target Total Investment Cost (TIC) in USD for the Green Power Project in a Project Country in the Subscription Agreement and Shareholders Agreement is provided in the Cover Email by Integra.
The TIC may be reduced by 50% or 25%, subject to Demand in 2032 in the Project Country. The TIC may be revised to any value allocated by the Energy Authority of the Project Country. The TIC may be reduced by 50% or 25%, subject to Demand in 2032 in the Project Country. The TIC may be revised to any value allocated by the Energy Authority of the Project Country. The Final TIC shall be based on the revised TIC that the Energy Authority in the Project Country that it agrees for investment. The Default Value for Megawatts is provided in Integra’s Cover Email to the Investor/Stakeholder The Percentage of Equity of the Default TIC for the First Equity Call the Investor/Stakeholder wishes to invest shall be provided by him in the Project Component Matrix. The Number of Shares to be allocated to the Investor/Stakeholder shall be calculated by Integra and advised to the Investor/Stakeholder. Project Component Matrix
Project Component
Technical Architecture & Cost Targets
Share Allocation & Pricing
Equity Request: % of TIC to be subscribed as B shares (up to 15% of TIC)
Green Power
• _____ MW Hybrid Wind Solar Pump Hydro/Solar Pump Hydro. • TIC: USD _____ m.
Class B (Call 1): Shares @ $900 (10% disc.)
_______ %
AI Data Centre
• 100 MW AI Data Centre • Liquid cooling with 85% IT Upgrade layout. • TIC: USD 1.25 bn.
Class B (Call 1): Shares @ $900 (10% disc.)
_______ %
FIRST EQUITY CALL: Shares to be Subscribed SECTION 1: GREEN POWER Class B Preferred Shares at $900 / Share No. of Shares to be Subscribed (To be completed by Integra): _______________ Total Commitment: USD $_______________ SECTION 2: AI DATA CENTER Class B Preferred Shares at $900 / Share No. of Shares to be Subscribed (To be completed by Integra): _______________ Total Commitment: USD $_______________ SHAREHOLDERS AGREEMENT (SHA) The Subscriber explicitly acknowledges, accepts, and binds themselves to the following foundational framework conditions of the final project Shareholders Agreement (SHA): 1. Absolute Priority on Profits (Investor 15% Safety Floor) The project allocates 10%-20% of net profits to ESG community initiatives. However, investor’s 15% USD leveraged equity return takes absolute financial priority. If project returns drop below 15% in any year, all ESG funding is legally frozen immediately. ESG programs will only receive funding after the investor has been paid his full 15% return, verified by a Big Four audit. 2. Early-Bird Bonus Protection (Class B vs. Class C Shares) As a Class B investor coming in before 17 July 2026, investor holds a strict right of first refusal to buy new shares to maintain your ownership percentage. When the second funding call occurs in June 2028, new investors (Class C) pay a higher premium price per share. This rewards Class B investors
their early commitment and protects their share value from dilution. 3. Power Grid & Sovereign Safeguards (The Transmission Line) The project cost explicitly includes building the main transmission grid line directly to the Designated City. To comply with National Transmission Law and Acts, majority ownership of the grid line can be covenanted to the Sovereign State Transmission Owner or Approved Owner and Operator. A Tier 1 European G7 transmission company and a Tier 1 Australian transmission company are written into the SHA to manage and advise on the grid buildout and regulation. An option for co-investing by the Sovereign State in the transmission line is available 4. Bank-Grade Escrow & Legal Protection Investor’s capital is held securely in London and only transfers to Luxembourg once specific milestones are hit (such as the verified setup of the local SPV company by September 2026). The SHA is strictly governed by Luxembourg Law. All corporate or construction disputes are completely insulated from local project-country courts and will be settled via binding international arbitration in Paris. Execution & Acceptance Commitment: The Subscriber hereby confirms detailed review of the formal terms and covenants above. The Subscriber agrees to fully execute and return the final Shareholders Agreement to Integra Clean Energy Consortium on or before 17 July 2026. Exemplary Data Centre Specific Costs subject to economies of scale for production 100 MW, 85% IT Power Upgrade, Traditional Data Centre Closed Loop Liquid Cooling, Fuel Cell, USD 1.25 bn 100 MW, 90% IT Power Upgrade, Data Centre Compute Factory Manufacturing Plant Closed Loop Liquid Cooling, Fuel Cell: USD 1.325 bn 50 MW, 85% IT Power Upgrade, Traditional Data Centre Closed Loop Liquid Cooling, Fuel Cell, USD 625 m 50 MW, 90% IT Power Upgrade, Data Centre Compute Factory Manufacturing Plant Closed Loop Liquid Cooling, Fuel Cell: USD 663 m 10 MW, 85% IT Power Upgrade, Traditional Data Centre Closed Loop Liquid Cooling, Fuel Cell, USD 125 m 10 MW, 90% IT Power Upgrade, Data Centre Compute Factory Manufacturing Plant Closed Loop Liquid Cooling, Fuel Cell: USD 132 m MASTER GANTT CHART TIMELINE: RENEWABLE ENERGY AND DATA CENTRE ASSETS
# Project Phase / Task Name
Start Date
End Date
Strategic Comment
1 First Equity Call: 15% TIC Class B shares
July 2026
July 2026
Kick-off funding milestone. First Equity Call covers Project Origination and IP, Development to Project Phase 3, Solar, Wind/Hydro Base Rock and Resource Evaluation.
2 Master & Local SPV Setup (Funded by Class B shares)
Aug 2026
Sept 2026
Initial legal entity creation.
3 Solar, Wind/Hydro Base Rock and Resource Evaluation
July 2026
June 2029
Long-lead resource feasibility study. Solar evaluation to be completed by June 2027
4 Second Equity Call (Funded by Class C shares)
June 2028
June 2028
Class C shares will issue at a premium to Class B shares to compensate for the early-stage delivery risks assumed by Class B shareholders.
5 Solar Fast-Track Construction & Interconnection
July 2027
June 2028
One-year fast-track build-out phase.
6 AI Data Centre and AI Compute Factory Non-IT EPC
July 2027
June 2032
Primary facility infrastructure construction.
7 FID & Turbine Order / Port-to-Site Transit Logistics
June 2029
June 2031
Equipment procurement window.
8 Heavy Civil, Pumped Hydro & Wind Farm EPC (70% Debt)
June 2029
June 2032
Major debt-financed civil works.
9 Final Transmission Integration & Hybrid Grid Testing
June 2032
June 2032
Pre-commissioning final gateway.
30 YEAR AND 60 YEARS INVESTORS TERMS The 60-year investors shall be the senior investors, and the 30-year investors, subordinate investors in the Project. Parts of the revenue from year 25 attributable to 60-year investors shall be utilized to finance the repowering of the project assets, and any efficiency gains compared to the degradation curve of the assets to 30-year investors in revenue terms shall be clawed back to 60-year investors. The transfer of 30-year investors’ shares shall be permitted provided they are offered to the 60-year investors initially, before transfer to external investors subject to approval by the Board of Directors. Investors shall not transfer any of their shares until two years after the commercial operational date of the project, or the repowered project. Investors are required to hold their shares for a minimum of 15 years after COD, after which internal share transfers may be authorised by the Board of Directors. RENEWABLE ENERGY AND TRANSMISSION, NON-SHARE BASIS Direct Investors which invest by singular or co-investments for the Project without share participation, subscription or shareholders agreement, shall be responsible for capital financing to cover the Total Investment Cost (TIC) of the project for project origination and IP, development to FID, construction and commissioning. Capital drawdowns shall be made to cover TIC for the duration of the project. The Investor shall be required to provide capital for Project Phases 1-9 as shown in the Master Gantt Chart, without participating as a project equity subscriber or shareholder in the Project. RENEWABLE ENERGY AND TRANSMISSION, SHARE AND NON-SHARE BASIS This is not recommended as it presents conflicts of interest to the two parties. Renewable energy and transmission investors must choose either equity or non-equity project investment. PARAMETRIC INSURANCE Integra offers Parametric Insurance to Data Centres, Industrial Manufacturing and Process Plants, Critical Infrastructure and Facilities that require 24/7 electricity in countries where such insurance is available for these assets. If a project country does not have a mature local parametric insurance market, the policy will be underwritten and issued through the London or Luxembourg international reinsurance markets (via syndicates like Lloyd's of London). ANCILLARY POWER PURCHASE AGREEMENT Integra shall contract with Conventional Hydro Power companies, qualified biomass power companies supplying zero-carbon biogenic electricity, geothermal companies, and other renewable energy firm power companies with Call Options to purchase green power in the event of force majeure, in addition to offering parametric insurance to end-consumers with 24/7 power requirement. This risk is mitigated by Option Calls underwritten by large Power Traders and not Parametric Insurance.
POWER PURCHASE AGREEMENT (PPA) OPTION (Term Window: June 2032 – June 2062) Request Offtake Allocation Under PPA Option: No. of Power MW to purchase annual output: _______________ Bid PPA price in US cents/kWh: _______________ Allocation conditions: Executed PPA capacity remains strictly subject to a non-refundable capacity reservation fee or an operational Letter of Credit (LC) upon allocation confirmation. PUBLIC-PRIVATE-PARTNERSHIP: BUILD-OWN-OPERATE-TRANSFER OPTION Firm Green Power Output, MW A Concession Phase 1 2032-2062 Developer’s PPA proposal, US c/kwh B Phase 2, Repowered Phase 2062-2092 As applicable Phase 1 Govt Minority Cash Equity, TIC % C Govt Land Provision, TIC % D Govt Valuation of Land Offered, USD E Phase 2 PPA proposal by Developer, US c/kwh F Govt Minority Cash Equity, TIC % G Govt Land Provision, TIC % H Govt Valuation of Land Offered, USD I Transmission Government may build and own 100% of Transmission Line/Network (Non-PPP) Transmission PPP Scenario Firm MW J Developer’s T. proposal, US c/kWh K kV, HV or AC L Length of Transmission Line, km M Cost of Total Trans. Network, USD N Cost of Trans. Step-Down S/S, USD O Overhead or Underground P As applicable Phase 1 Govt Minority Cash Equity, TIC % Q Govt Land Provision, TIC % R Govt Valuation of Land Offered, USD S Phase 2 Govt Minority Cash Equity, TIC % T Govt Land Provision, TIC % U Govt Valuation of Land Offered, USD V Draft BOOT Agreement available on request Developer and Government (as applicable) shall be responsible for decommissioning costs DATA CENTER AND COMPUTE FACTORY FACILITY, SHARE BASIS Investors shall provide capital at Project Phases 1, 4 and 6 shown in the Master Gantt Chart. Capital from the First Equity Call (Phase 1 Class B shares) will fund early engineering and ground breaking of the Data Centre Facility in Phase 6. The Second Equity Call (Phase 4 Class C shares) is strategically timed for June 2028 to inject the heavy construction capital that is required to finalize the high-density compute infrastructure. DATA CENTER AND COMPUTE FACTORY FACILITY, SHARE AND NON-SHARE BASIS
This is not recommended as it presents conflicts of interest to the two parties. BIOENERGY POWER AND HEAT PROJECTS Integra shall include investment opportunities in Biomass Direct Combustion Power and Heat Projects based on Agricultural Waste produced in the Agricultural Compound, electricity and steam consumed for agricultural processing activities, and surplus power and steam exported to customers. The Target IRR equity leveraged is 15%. Integra shall create a Project Investment Memorandum for this Initiative from July-August 2026 and welcomes Project Proposals for 10 MW and 20 tons per hour, Biomass CHP projects from prospective Project Developers from developed and developing countries. Three models are proposed for Private and Government Clients: Integra Designs, Builds and Hands Over Plant to the Client; Integra Designs the Plant, partners Local Developer to Build the Plant, and sells power and steam to the Client over a concessional period; the third model replicates second, Integra Hands Over the Plant to the Client after the concessional period. Integra shall form a JV with the Local Project Developer. Developer and Project Data required Target IRR equity leveraged, 30 years, 15% Name of Developer A Power Only, Installed MW B Power Only, Internal and Process, MW C Power Only, Net Export to Grid, MW D Power and Heat, Steam production in Tons/hour E Power and Heat, Steam consumed by Mill, Tons/hour F Power and Heat, Steam for export, Tons/hour G EPC Contractor: only G7 contractors acceptable H OEM country of origin: only G7 countries acceptable I Local content requirement, equipment, components, % J Local national workforce requirement, % K Biomass source L Moisture content, % M Lower Heat Vale, MJ/kg N Higher Heat Value, MJ/kg O GHG audit, CO2et/ton, plantation to power plant gate P Auxiliary Fossil Fuels burnt inside the Plant, tons/year Q Name of GHG auditor R Total Carbon Leakage, plantation-chimney, CO2et/y S Cost of Biomass per ton, including inherent moisture T Total Investment Cost, USD m U Operational & Maintenance Cost per year, USD m V Power only, LCOE Generation, US c/kWh W PPA, 30y, fixed, variable, adjust. schedule, US c/kWh X Heat only, LCOH, USD/MMBTU Y HPA, 30y, fixed, variable, adjust. schedule, US tons/h Z Annual Maintenance, Hours per year AA Plant Physical Assets degradation per year, % BB Name of Power Authority, Heat Authority CC Feedstock Supply Security, Moisture check DD CHONS Analysis EE Ash and Alkaline Content Impact on Boiler Tubes FF IFC Environmental Social or National Standards GG Water Supply and RO Costs, USD/year HH Decommissioning Cost in Year 30, USD m II Local Legal Counsel JJ Independent GHG Life Cycle Analysis Consultant KK Independent Land Acquisition Consultant LL Tax Treaties, provide list of reciprocal countries MM
The project shall be financed either on a Share Basis or Non-Share basis. LAND ACQUISITION The acquisition or lease of private or semi-state-private land by indigenous communities and rightful owners or co-owners, and their fair compensation, shall be governed by the rules and regulations of the respective national statutory laws, CESCR, ICSID, ISDS, OHCHR, PCA, UNCITRAL, UNDRIP, UN-Habitat, UNPFII, and as applicable, regional courts in Africa, Europe and South America. LEGAL, GOVERNANCE & TRANSLOCATIONAL SAFEGUARDS, TIME-LINE Safeguard Layer Operational Mechanism & Jurisdictions Onboarding Location and Time-Line Embassy, High Commission, or Consulate of the Country in London on or before 30 June 2026, or at QEII Conference Centre (subject to availability) with invitation to the Country's Diplomatic Mission or its Ambassador. Onboarding may be extended to 17 July 2026. Localization & Ownership Country investors hold 51% pref. option; G7 investors serve as backstop up to a 51% ceiling. Escrow Routing Tranche 1: London (June 2026) → Transfer to Luxembourg. Legal Jurisdictions and Dispute Resolution Corporate infrastructure and share parameters are governed by Luxembourg Law, project financing and commercial escrow mechanics by English Law, and all operational or contractual disputes are settled via binding ICC Arbitration in Paris POWER PURCHASE AGREEMENT (PPA) OPTION (Term Window: June 2032 – June 2062) Request Offtake Allocation Under PPA Option: No. of Power MW to purchase annual output: _______________ Bid PPA price in US cents/kWh: _______________ Allocation conditions: Executed PPA capacity remains strictly subject to a non-refundable capacity reservation fee or an operational Letter of Credit (LC) upon allocation confirmation. PUBLIC-PRIVATE-PARTNERSHIP: BUILD-OWN-OPERATE-TRANSFER OPTION Firm Green Power Output, MW A Concession Phase 1 2032-2062 Developer’s PPA proposal, US c/kwh B Phase 2, Repowered Phase 2062-2092 As applicable Phase 1 Govt Minority Cash Equity, TIC % C Govt Land Provision, TIC % D Govt Valuation of Land Offered, USD E Phase 2 PPA proposal by Developer, US c/kwh F Govt Minority Cash Equity, TIC % G Govt Land Provision, TIC % H Govt Valuation of Land Offered, USD I Transmission Government may build and own 100% of Transmission Line/Network (Non-PPP)
Transmission PPP Scenario Firm MW J Developer’s T. proposal, US c/kWh K kV, HV or AC L Length of Transmission Line, km M Cost of Total Trans. Network, USD N Cost of Trans. Step-Down S/S, USD O Overhead or Underground P As applicable Phase 1 Govt Minority Cash Equity, TIC % Q Govt Land Provision, TIC % R Govt Valuation of Land Offered, USD S Phase 2 Govt Minority Cash Equity, TIC % T Govt Land Provision, TIC % U Govt Valuation of Land Offered, USD V Draft BOOT Agreement available on request Developer and Government (as applicable) shall be responsible for decommissioning costs EARTH CLIMATE FUND AND EARTH CLIMATE BANK 21 October 2022 and 5 December 2022: International Conference Calls sponsored by Integra. Two inaugural conference calls to discuss a proposed global climate fund, global climate bank, and global co-investment and direct investment facilities were attended by guests from more than twenty countries by government departments, private firms, banks and international organizations. Integra seeks to revive the 2022 efforts in 2026. Up to US$ 10 billion for the Earth Climate Fund through ordinary share issues. Up to US$ 10 billion for the Earth Climate Bank through share issues. While Integra has mapped out a long-term global pipeline across 149 countries, Phase 1 of the Earth Climate Fund will strictly target initial nations, utilizing the US$ 10 billion allocation to establish proof- of-concept before expanding capital calls for subsequent phases. Members of the United Nations including observer states, WTO and World Bank are eligible for membership of the two initiatives. Capital will be allocated dynamically based on individual country feasibility studies, focusing initially on a select group of Phase 1 target nations. In addition to qualified private sector organizations, Integra intends to invite public sector entities, sovereign wealth funds, and national utilities from participating countries to join as founding anchor partners through structured sovereign co-investment facilities. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) Integra shall embed rigorous ESG frameworks into the entire lifecycle of each deployment. Project development shall feature dedicated community benefit agreements that may be funded by project revenues, focusing on three core areas: Environmental Preservation and Adaptation: Designing all projects to safeguard natural habitats, integrating localized early warning systems for climate impacts, and for supporting community-led planning for alternative croplands and livestock management in areas or regions facing changing precipitation or saline intrusion.
Social and Economic Empowerment: Prioritizing local economic development with specific focus on indigenous communities, promoting youth climate leadership, women’s economic empowerment by targeted supply chain inclusion and clean energy job training. Community Health and Resiliency: Implementing localized environmental health measures; such as clean air initiatives around project zones for expectant mothers and infants, to ensure infrastructure development actively improves community well-being. INVESTOR/STAKEHOLDER ACKNOWLEDGMENT The undersigned Investor/Stakeholder acknowledges the receipt of this Draft Project Information Memorandum. The acknowledgement constitutes a non-binding expression of interest to explore participation in projects covered in the Memorandum. Authorized Signature: ___________________________ Execution Date: ___________________, 2026 CORPORATE CONTACT DIRECTORY Executive Management Michael See, Principal | Secure Liaison: +65 9734 8618 Gateways & Networks Direct: [email protected] General: [email protected] Web: https://integracleanenergy.com Registries & Corridors London and Luxembourg Disclaimer & Forward-Looking Statements: The Forecast LCOE stated herein is a non-binding indicative projection derived from preliminary project design, logic, and AI software modelling. Stated capital costs utilize an industry-standard compounding baseline indexation protecting raw materials from fiscal volatility. Actual LCOE metrics may vary based on final EPC contracting, regional localized input factors, and macro-environmental shifts. This draft document is for information purposes only and does not constitute a formal solicitation or a binding offer to sell securities.
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