OVERVIEW

Top Speed Energy Canada Holding Ltd. (“Top Speed” or the “Company”) has engaged Sayer Energy Advisors to assist the Company with the sale of its two small-scale liquified natural gas (“LNG”) projects located in the Terrace and Prince Rupert areas of northern British Columbia and its fleet of ISO containers used for storage and the transport of LNG (the “Assets”).

The Assets include the Skeena LNG project, which is a liquified natural gas plant under development in Terrace, BC with capacity of 150,000 tonnes per year and the Totem LNG project, which is a liquified natural gas plant under development in Prince Rupert, BC with capacity of 75,000 tonnes per year. These plants are scheduled to come into service in the fourth quarter of 2023 (Skeena) and the fourth quarter of 2024 (Totem) respectively. Top Speed also owns and operates a fleet of 76 ISO containers in western Canada for the storage and transport of LNG to domestic markets and various market regions in southeast Asia.

Top Speed has secured 30 MMcf/d of capacity on the Pacific Northern Gas (“PNG”) pipeline through PNG’s RECAP open season in 2019. Sites for Skeena and Totem have also been secured and commercial arrangements have been well advanced with First Nations in the areas.

In early 2021, the founder of Top Speed passed away unexpectedly. While the business case for Top Speed remains strong, the majority shareholder felt it best to divest Top Speed of all works, permits and commercial arrangements developed for the Skeena LNG and Totem LNG projects. Top Speed will also be divesting its fleet of 76 ISO containers in the Vancouver area. These containers are fully approved for use in North America and are available for immediate use.
 

Overview Map Showing Location of Top Speed's LNG Projects

The Company’s projects are well positioned to gain market share in the LNG industry in domestic markets sectors including power generation, industrial applications and the transportation industry. The Skeena and Totem small-scale LNG projects will provide a competitive cost structure for manufacturing LNG in close proximity to existing and emerging markets in northern British Columbia, the Yukon Territory and Alaska.
 

LNG Project Locations

*A, B & C: LNG to markets in Alaska, Yukon and BC for barging and power generation, marine bunkering, and industrial and mining applications.

SKEENA LNG

As shown on the following images, the Company’s Skeena LNG project fits within the City of Terrace’s industrial zoning for the land parcel. Skeena LNG proposes to be one of the tenants in the Qinhuangdao Economic and Technological Development Zone (“QETDZ”) Industrial Park located on the Skeena Industrial Development Park Lands, located near the Northwest Regional Airport. The lead proponent of QETDZ, Taisheng International Investment Services, purchased the 1,187 acre QETDZ lands in 2014 and signed a development agreement with the City of Terrace for the property.
 

Skeena LNG Site

 

Domestic markets for LNG include fuel for marine vessels (bunkering), trucks, locomotives, and power generation in remote northern communities and mine sites. For these market sectors, LNG can be delivered by truck and or barge to Skagway, Alaska.

 
International markets for LNG include the same users as above with the strongest demand in Asian countries. LNG in ISO containers from the Skeena LNG project will be trucked to Fairview Container Terminal in Prince Rupert and loaded onto the same container carrying vessels that now use the facility and with the same container handling equipment. The number of ISO containers from the Skeena LNG project is expected to be handled within the existing capacity of the Fairview Container Terminal and is not a specific driver for further terminal expansion.

TOTEM LNG

The Totem LNG facility is a 75,000 tonne per year plant under development in Prince Rupert, BC. This plant is scheduled to come into service in the fourth quarter of 2024.
 
The Totem small-scale LNG facility is in immediate proximity to the port of Prince Rupert and will be a strategic asset for marine bunkering and the barging of LNG to markets in Yukon and Alaska.
 

The site for the Totem project has been secured and commercial arrangements have been advanced with First Nations in the area. The Company has also secured power and pipeline capacity to bring natural gas to the site.
 
The Totem LNG project consists of several key elements including the following:

1. TSA and interconnection agreements with PNG for the transport of natural gas from the interconnection between PNG and the Enbridge Westcoast system at Station 4 - Summit Lake;
2. All engineering, design and conceptualization work performed by Worley Parsons and GE Encryo Engineering;
3. Approvals and arrangements with BC Hydro for the supply of renewable green power to the project; and
4. All agreements and correspondence with the First Nations in the area.

ISO CONTAINERS

Top Speed owns and operates a fleet of cryogenic capable, containerized tanks called ISO containers in western Canada. These ISO containers are used for the storage and transport of LNG. They are also designed to be loaded onto a chassis and transported by truck, rail or loaded onto container vessels for marine transport. Top Speed has 76 containers in storage in the Vancouver area.
 

The ISO containers are constructed with a stainless-steel inner layer, vacuum-jacketed insulation layer and radiation shield with a carbon steel outer layer. They are designed for cryogenic storage of natural gas. LNG can be stored in these ISO containers in liquid form for over 90 days before any boil off natural gas needs to be removed.
 
The ISO containers are 40 feet in length and are designed for multimodal transportation by truck, rail, or marine transport by barge. LNG loading capacity of the tanks is 18,500 kilograms or 45.5 cubic metres.
 
Top Speed is the first company to successfully export LNG from Canada with first shipments to China commencing in 2019. The use of ISO containers and marine cargo shipping vessels has provided Top Speed with a cost competitive secure method of securing direct sales of LNG to various customers in southeast Asia.
 
The Company has benefited from a long-term LNG Natural Gas Sales and Dispensing Agreement with FortisBC whereby FortisBC provides services for liquefaction of natural gas and dispensing of LNG from the LNG facilities. The Company’s ISO containers are filled at FortisBC’s LNG facility at Tilbury, BC.

Top Speed’s LNG ISO containers have been widely used for road transportation as well as for the transfer of LNG between ISO containers and other storage and fuel tanks.
 

PROCESS & TIMELINE

Sayer Energy Advisors is accepting offers to acquire the Assets, in whole or in part, until 12:00 pm on Thursday October 7, 2021.
 

Sayer Energy Advisors does not conduct a "second-round" bidding process; the intention is to attempt to conclude
transaction(s) with the party(ies) submitting the most acceptable proposal(s) at the conclusion of the process.

Sayer Energy Advisors is accepting offers from interested parties until
noon on Thursday October 7, 2021.

NOTE REGARDING A SAYER PROCESS

On each and every offering brochure generated by Sayer, you will note the sentence “Sayer Energy Advisors does not conduct a “second-round” bidding process; the intention is to attempt to conclude a sale of the Property with the party submitting the most acceptable proposal at the conclusion of the process.”  What this means is that Sayer will not go back to multiple parties at the same time after bids are received, asking them all for a second bid.  We determine which party submitted the most acceptable proposal and then we attempt to negotiate acceptable terms with that party in a “one-off” situation.

If the process involves a cash sale of a property or company and the party which submitted the most acceptable proposal has met our client’s threshold value, that offer will be accepted.  If this proposal does not meet our client’s threshold value, then we will advise that party that the offer is not quite what our client was expecting, and we will ask them to increase the offer.  If that offer is not acceptable to our client, we will then move down to the party which submitted the next most acceptable proposal and we will then work with that party to attempt to meet our client’s threshold value.

In the extremely rare circumstance where two or more parties submit virtually identical proposals, we will contact all  parties, we will advise them of this situation and we will ask them to submit a revised proposal.  Once these are received, we will work with the party which has submitted the most acceptable proposal.

CONFIDENTIALITY AGREEMENT