GFE Sustainable, Inc. Investor Portal

GFE Sustainable, Inc.

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GFE Sustainable, Inc.
506(c) Offering Platform

INTRODUCTION TO OUR COMPANY

GFE Sustainable, Inc., together with its affiliates (collectively referred to as “the Company,” “GFE Sustainable,” “GFES,” “we,” or “us”), a Wyoming corporation, is a sustainable resource company that plans to use its present asset base to develop and market efficiently produced clean water products, clean Controlled Environment Agriculture (CEA) products, , clean renewable “green” energy, and further develop and patent its rich portfolio of intellectual property (IP). GFES has created a corporate structure into the following divisions:

  • GFES Clean Water
  • Fresh Valley Harvest
  • GFES Clean Energy
  • IP Development

GFES’ strategy is to develop, scale and generate revenue from our clean agriculture brand and clean water resources on the Company’s properties and to form joint ventures in our clean energy division to develop the Company’s present properties in Known Geothermal Resource Areas (“KGRA”), and to identify and acquire “site control” of additional PV solar and geothermal properties located in the vicinity of electric transmission lines, and then partner with large PV solar development companies. GFES plans to create strategic partnerships with companies with proven track records or who have superior clean energy development projects, products and patents that would not typically be available to smaller companies.

GFES’ long-term mission is to develop and scale all CEA sites and water resources on current Company properties and continue to aggregate sustainable energy resources for sale in the U.S. to established, vertically integrated energy developers, utilities or municipalities through proven processes and advanced technologies and boosting local, national and international economies with significant job creation and employment opportunities, while contributing to reduce carbon footprints. We continue our focus on creating clean, renewable, streamlined projects with advanced technology.

GFES has advanced the technical and commercial elements of our projects, including technical studies, permits and preliminary drilling, and expect to be able to bring them to revenue-generating production within 12 months of a financing event.

GFE Sustainable, Inc.
506(c) Offering Platform

summary of operations

GFES Clean Water Division

The Company owns the rights to a clean, high-quality, reliable and large drinking water resource that it owns in Utah. The Company plans to generate sales from GFES water products and water-based applications through a distribution network to customers in the private label, wholesale and government sectors and through joint-venture partners. GFES Water products include: Boxed water with an estimated shelf-life of greater than two years, in 350 mL, 750 mL and 960 mL cartons made from over ninety-percent renewable materials for immediate consumption. Another potential use of GFES water resources is to produce nutritional and medical products. The Company has invested a significant amount of time and resources in its sustainable and renewable drilling and clean water development program and will add additional wells as expanded operations require. Independent laboratories in a state accredited university have completed testing the water from the GFES well and the data reflects an outstanding resource with 7.22 pH water that has also been flow tested with an abundance of capacity The Company has received an additional independent valuation report indicating that GFES clean water is considered “pristine” and meets quality standards for CEA and other consumptive uses. Currently, the Company is in the process of finalizing production plans.

Fresh Valley Harvest Division

GFES has outstanding scalability and growth potential with Fresh Valley Harvest (“FVH”) utilizing controlled environment agriculture (CEA). In its first phase, FVH plans to introduce a highly efficient CEA greenhouse with proven technology. FVH plans to feature state-of-the-art production power with a fully automated hydroponic growing, harvesting and packaging system. FVH endeavors to meet the expanding demands from grocery chains and consumers while localizing our food supply for safer, locally grown sustainable food. FVH’s 365-days per year growing method uses significantly less water and fewer energy resources than traditional farming methods. The Fresh Valley Harvest CEA phase one has been permitted and is located in Beaver, Utah between four major market distribution centers: Salt Lake City, Utah; Las Vegas, Nevada; Denver, Colorado and Los Angeles, California. Fresh Valley Harvest is thinking differently about how to become more ecologically responsible in producing our food more efficiently. The FVH project feasibility study has been completed and development of the project continues. It is currently the Company’s plan to locate other CEA projects on other properties owned or leased by GFES.

GFES Clean Energy Division

In the Clean Energy division, GFES is a sustainable and clean energy exploration pre-development company. GFES uniquely positioned with outstanding sustainability potential focused on the exploration and development of both photovoltaic (“PV”) solar energy and geothermal fields. GFES’ PV solar and geothermal sites, currently owned or contracted, based on independent reports, are projected to have a potential range of over 100 MW of combined PV solar, storage and geothermal renewable energy ready to go on the grid and take maximum advantage of the Section 1603 Treasury Program, a technology-neutral finance mechanism that allows solar and other renewable energy project developers to receive a direct federal grant in lieu of the Section 48 Investment Tax Credit. The Company is also actively involved in implementing joint-venture and partnerships for our renewable energy assets. In 2019, we conducted productive discussions with a Global Fortune 50 Company related to a joint venture with GFES for our Arizona property and we have received a letter of intent from the Global Fortune 50 company, as well as a term sheet from another potential partner. As of the date of this Offering, GFES has signed multiple term sheet agreements with several municipalities concerning power offtake agreements for sales of future power generation. GFES’ long term strategy is to develop, scale and generate revenue from our properties in KGRA, and to identify and acquire “site control” of additional PV solar and geothermal properties that are located near substations and in the vicinity of electric transmission lines, and then partner with large PV solar development companies. GFES plans to create strategic partnerships with companies with proven track records or who have superior clean energy development projects, products and patents.

GFES IP Development

It is GFES’ intention that our growing intellectual property (IP) assets and initiatives will provide a stable platform for creativity, innovation and future profitability. We are actively developing innovative state-of-the-art designs that we believe will significantly lower the costs of sustainable energy systems through streamlined design, assembly, installation and longevity of PV systems, through new designs and high-tech, strength and cost-saving materials. We believe these economical innovations will lend unparalleled universality in application, installation, and use, potentially leading to potentially lowering the cost per kWh in the industry. The Company currently has ten technical drawings and supporting materials nearing completion and plans to submit patent applications in the near future.

The CEA, clean water, geothermal and PV solar markets in the United States offer many current opportunities and have long-term growth potential. The projects that we are pursuing provide multi-year growth opportunities.

GFE Sustainable, Inc.
506(c) Offering Platform

Company Management Team

The Company is currently managed by seasoned business and sector professionals dedicated to the success of the Company and efficient execution of its planned operations.

Kevin Dwyer

Chairman of the Board & Chief Executive Officer

Mr. Dwyer is the Founder of GFE Sustainable, Inc. and has 30+ years’ experience as an Entrepreneur and Businessman. With his experience, Mr. Dwyer is an effective team-builder drawing on industry experts and professionals to create successful companies that have since been sold. Prior to founding GFES, Mr. Dwyer spent nearly 25 years working as a Partner in a Utility Development Company and as a Co- Founder and Principal of UMI, a Commercial Real Estate Development and Finance Company which he sold in 2005. Mr. Dwyer attended Harvard and focused his studies on Sustainability. He holds multiple licenses and certifications, is a Published Author and received a Congressional Businessman of the Year Awar

David L. Wheeler, MPAS

Director & Chief Operations Officer

Mr. Wheeler has 30+ years’ experience in corporate management and analysis, capital formation and securing of key management personnel. He has served on several Boards of Directors and acted as an Independent Consultant to Boards of Directors in providing Management and Financial analysis to various private and public Boards of Directors (1998—present). Mr. Wheeler received a Bachelor of Science in Business Finance from the University of Utah in 1985 and a Master’s Degree from Idaho State University in 2014.

Leland L. Mink, PhD

Director

Dr. Mink has 40+ years’ experience in the management of energy programs, specialized in geothermal energy development and the evaluation of water resources and has consulted with numerous companies in the energy sector. Dr. Mink has served on several Boards of Directors. He was appointed to the Geothermal Resource Council Advisory Board in 2010, the National Academy of Science Committee on Earth Resources, and is a Geothermal Expert to the Idaho State Energy Committee. Dr. Mink received a Bachelor of Science Degree from Idaho State University in 1965, a Master of Science in Hydrology from the University of Idaho in 1971 and a Doctorate in Geology from the University of Idaho in 1973.

Robert K. Bench

Chief Financial Officer

Mr. Bench has over 40 years of experience in various senior management and executive positions in start-up enterprises and public companies and has served as CFO at several private and public companies. Mr. Bench has has assisted both private and public companies raise over $300 million for start-up and growth capital through private, public, and venture offerings. Mr. Bench is a certified public accountant and holds a bachelor’s degree in accounting, from Utah State University and graduate work toward an MBA at the University of Utah.

Lyncoln H. Cox

Head of Intellectual Property Development

Mr. Cox has 20+ years Management experience with various companies. He was the Executive Director for Integrity Management Corp. and for the Ute Venture Fund for the Ute Indian Tribe (2008-2010). Under his management, the assets of the Utah Ute Nation investment portfolio grew from $185M to $250M during his 3 years as Executive Director. Mr. Cox also operated within a $1.75 M annual budget and managed all aspects of the Economic Development & Business creation for the Ute Nation, with 100+ employees under his direction. Mr. Cox earned Associate and Bachelor of Science Degrees from Dixie State College and Southern Utah University in 1995 and 2000 respectively, and was awarded a Master of Business Administration from the University of Phoenix in 2005.

Scott L. Anderson

Investor Relations and Corporate Communications

Scott joined GFE Sustainable in 2018, as Investor Relations and Corporate Communications. Mr. Anderson brings extensive investor relations, public relations, competitive intelligence and business development experience to his role in managing and cultivating relationships with the investment community and developing and implementing all aspects of Corporate Communications. Prior to joining GFES, Scott was Founder and President of a boutique investor relations firm, NextCap IR/PR, LLC, focusing on developing and executing IR plans for micro-cap and small-cap clients. Scott has over 20 years of investor relations experience, including heading the IR and Corporate Communications functions at U.S. Geothermal (NYSE: HTM) and O2Micro International Limited (NASDAQ: OIIM). Previously, he held IR and Corporate Communications roles at QUALCOMM, Inc. (NASDAQ: QCOM), Qorvo (NASDAQ: QRVO) and Watson Pharmaceuticals (NYSE: WPI). Scott graduated with a B.A. in Communications Arts and Sciences from the Annenberg School of Communication at the University of Southern California. He is a member of the National Investor Relations Institute (NIRI) and the Society of Competitive Intelligence Professionals (SCIP).

We believe the emergence of sustainable clean food, clean water and clean energy solutions represent an exciting and attractive investment opportunity. We expect the proceeds from this Offering to provide the Company with capital needed to continue to execute our growth strategy.

— Kevin Dwyer, CEO and Founder of GFE Sustainable, Inc.

GFE Sustainable, Inc.
506(c) Offering Platform

terms of the offering

$5,000,000

Minimum Investment: $10,000 (10 Units)

Securities Offered

Unsecured Convertible Promissory Notes (“Convertible Notes”) and common shares (“Shares”) to be offered and sold in a private placement to “accredited investors” as such term is defined in Rule 501 under the Securities Act of 1933, as amended.

Offering Amount

Up to $5,000,000 (the “Maximum Offering”) consisting of two series of Convertible Notes up to $3,000,000 (as allocated between the two series in the Company’s discretion) and Shares up to $2,000,000 (collectively, the Shares and Convertible Notes are referred to as the “Securities”).

Shares

1,428,571 GFE Sustainable, Inc. voting common shares par value $0.0001 at $1.40 per share.

Maturity of Notes

Convertible Notes maturing November 1, 2023 can be renewed at holder’s option for an additional two years (the “Class A”). Convertible Notes maturing November 1, 2025 and can be renewed at holder’s option for an additional five years (the “Class B”).

Interest Rate of Notes

Simple interest shall accrue annually and become due and payable at maturity or upon conversion at the rate of 7.0% per annum for Class A and 8.75% per annum for Class B.

Voluntary Conversion of Notes

The holder of the Convertible Notes may, on or before November 1, 2023, pursuant to the conversion terms, elect to convert the Convertible Notes and accrued interest, in whole or in part into shares of common stock of the Company at $1.80 per share by providing a written notice of conversion to the Company.

Conversion Prive of Notes

$1.80 per share, subject to adjustment in the event of stock splits or stock dividends.

Prepayment of Notes

The Company may, in its sole discretion, elect to pay off the Convertible Notes at any time in whole or in part by providing 30 days’ written notice to the holders.

CONTACT US

Please complete the contact form and we will get back to you about any questions you have about our offering.

GFE Sustainable, Inc. - 299 South Main Street Suite 1300 - Salt Lake City, UT 84111 — scott@gfesustainable.com — (858) 229-7063

GFE Sustainable, Inc.
506(c) Offering Platform

so much more than what you see

prospect dashboard

The GFE Sustainable, Inc. 506(c) Investor Portal provides the opportunity to learn about our investment opportunity. Once registered, you will have:

  • Access to the Private Placement Memorandum, which outlines our company and gives greater detail about our offering;
  • Access to our SEC filing;
  • View real time offering metrics of how far along we are in the offering process;
  • View a timeline of your progress in the subscription process;
  • View company contact information; directly contact the administrator;
  • Easily upgrade your account with the click of a button.

Once your account is upgraded you will have additional access including:

  • Complete the subscription documents;
  • Upload subscription and accreditation documents as applicable;
  • Specific information for investing and instructions on transfer of investment funds;
  • Company documents including Reports, Financials, and Supporting Documents;
  • Asset Portfolio as applicable;
  • News articles written by the company;
  • Documents associated with your account.

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