Midland Energy America LLC Investor Portal

Midland Energy America LLC

The New Frontier of Australian Coal Exports

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Midland Energy America LLC
506(c) Offering Platform

INTRODUCTION TO OUR COMPANY

Midland Energy America LLC ("Midland America", or the "Company"), is a special purpose vehicle formed in May 2019 with the right of direct cornerstone investment into Midland Energy Pty Ltd ("Midland Australia"), an Australian formed and based mining company. Midland Australia proposes to develop an initial 1.1 million tonne per annum (mtpa) export coal mine to exploit the resources contained on its Woodbury tenement, in the Australian state of Tasmania. This will be achieved by harnessing American Technology through our ongoing relationship with Caterpillar Australia while utilizing the high wall mining method pioneered in the coalfields of the USA.

Once the Woodbury Project is operational, Midland Australia intends to develop multiple satellite open cast mines within the adjacent Jericho tenement to boost production up to a potential 3mtpa from existing cash flows. See "Plan of Operations" later in this Memorandum for details on both the Woodbury and Jericho projects, as well as the Bells Lagoon and Mt Vernon exploration prospects.

There is currently very high demand for Australian coal throughout Asia which is forecast to grow over the coming decades. In 2018 Coal was Australia’s most valuable export generating $67 Billion in revenue and representing 15% of Total exports (3.5% of Australian GDP).

Utilizing abundant existing state owned infrastructure and our proximity to Asian markets, Midland Australia is confident of achieving its vision of developing a low cost, high profit margin coal mining business to take advantage of Global demand. Reflecting this potential, the discounted cash flow NPV model shows a compelling valuation of $270,000,000 based on production of 3mtpa. see attached valuation report in financial attachments

The Company's legal structure was formed as a limited liability company (LLC) under the laws of the State of Nevada on May 22, 2019. The Manager of the Company is Midland Energy Pty Ltd, formed as an Australian Corporation on September 5, 2011 by key management partners Daniel Macri and Luke Marshall. The individual executive of Midland Energy America LLC is Daniel Macri.

Abundant coal resources in the Southeast Asia region, as well as its relatively low cost, have underpinned the rise in coal demand, alongside the policy imperatives to meet rising demand for electricity and extend access to electricity to the millions of people that lack it.

www.iea.org | Southeast Asia Energy Outlook 2017

Midland Energy America LLC
506(c) Offering Platform

summary of operations

Tenement #1 - EL 65/2007 “Woodbury Project”

Priority #1 for mining, Woodbury has a low strip ratio of 1:1 using high wall mining method. Project area contains up to 4 seams of economic interest. Following years of successful exploration drilling, Golder has upgraded the JORC resource to 34mt (indicated & inferred) an upgrade of 48% under the more stringent JORC code 2012.

Of the 34mt, recent chemistry analysis shows an average Raw (insitu) grade of: 4,500Kcal, 40% ash, 4% moisture, 0.4% sulphur, 13.3% volatile matter. High Grade coal cross-sections contained in the Woodbury "A" seam are amenable for direct shipping ore (DSO) with no washing required. It is the company's intention to mine this DSO first. 3.85 mt @ 28.5% ash & 5,400 kcal/kg (40% ash cut-off) or 2.4 mt @ 25.5% ash & 5,650 kcal/kg (30% ash cut-off).

Final washed product estimated to rank between the Newcastle 5500Kcal & 6000Kcal benchmarks. The project area holds significant resource upside potential via ongoing infill development drilling. Historical estimates show up to 500mt at the Woodbury area, and many historical targets ready for drilling. It is estimated this phase should take approx. 18-24 months and $5 million which is the purpose of this capital raising.

Project #2 - EL 25/2008 “Jericho Project”

Jericho has a JORC inferred resource of 55mt, under the more stringent JORC code 2012. This project forms the basis of our organic growth plans from initial 1.1mtpa up to up to 3mtpa.

  • Massive resource upside potential with additional 86mt categorized as inventory coal awaiting upgrade via infill drilling
  • Resources are contained in 9 different zones adding massive resource upside potential as each zone is individually evaluated
  • Potential for multiple “satellite mines” increasing production volumes and efficiency
  • All coal seams are within 60m of surface, making this amenable to traditional open cut mining at an approximate strip ratio of 1:5
  • Final washed product estimated to rank between the Newcastle 5500Kcal & 6000Kcal benchmarks
Timeline
  • Phase 1: Feasibility & Approval

    The Company intends to add significant value to the proposed projects by progressing to a mining license approval for an initial 1.1mtpa unwashed (Direct Shipping Ore) high wall coal mine at Woodbury. It's management's opinion that this will significantly de-risk the projects and facilitate easier access to construction finance, in addition to adding significant value to the Company. This phase includes all regulatory approvals, feasibility studies, mine planning, etc. The management team has experience in achieving mining licenses based on prior coal projects in Tasmania. It is estimated this phase should take approx 18-24 months and cost $5 million which is the purpose of this capital raising.

  • Phase 2: Mine Construction & Operation

    Once required permits are granted from Phase 1, the Company plans to mine the high grade seams held at Woodbury amenable to direct shipping for first 3 to 4 years of the mine life. This includes procurement and delivery of specific mining equipment, construction of haul road infrastructure & earthworks, hiring of key personnel & finalization of mining contractor agreements.

    Total capital cost for mine construction wont be confirmed until Phase 1 planning is complete. However based on pre-feasibility studies, management estimate CAPEX of $25,000,000 is intended to be sourced as debt funding or off-take financing resulting in no further dilution to the equity of Midland Energy Pty Ltd nor Midland Energy America LLC.

    The management team anticipates that Phase 2 should take no more than 12 months where the mine is operational and producing DSO coal at 1.1mtpa.

  • Phase 3 – Production Expansion

    Following extraction of high grade coal in the first 3 years, the Company then plans to install a central wash plant, using free cash flow, to continue mining of the broader coal resource (Woodbury) for the life of the mine.

    Based on certain exploration success at Jericho, it would be the intention of the company to open 1 or more satellite open cut pits at the Jericho project to boost overall production to 2-3mtpa and wash through central plant. At the time of this Memorandum, the Company has not completed specific cost analysis or planning for Phase 3.

The Company’s aim is to produce coal in the lowest quartile of the global cost curve therefore maintaining economic viability despite fluctuations in coal demand and price, targeting total cost per tonne of $22 - $26 USD (Trading @$67/tonne, June 2019).

Midland Energy America LLC
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.

Midland Energy Pty Ltd

Manager

Midland Energy Pty Ltd. (the "Manager") is an Australian Corporation formed on September 5, 2011 by key management partners Daniel Macri and Luke Marshall to facilitate their vision of building a privately owned low cost, low impact coal mining operation with high profit margins irrespective of energy prices.

Daniel Macri

Daniel Macri

Managing Director & Founder of Midland Energy Pty Ltd.

Having worked in the financial sphere for many years, Daniel brings his vast experience of Equity and Investment markets to Midland. Previously employed for over a decade as a Senior Investment Adviser for Australian specialist resource brokerage "Patersons Securities," he specialized in small to mid cap resource companies in the exploration and development stage. Through his knowledge of corporate finance Daniel has been involved in the creation of many ASX listed resource companies.

Daniel possesses a true entrepreneurial spirit and has completed many large private transactions and Investments in the resource and mining sphere. In partnership with Luke Marshall, the pair successfully formed Hardrock Investments Pty Ltd which was a coal exploration company in the state of Tasmania. Through extensive exploration and value adding, the company was sold outright and is now under construction by the new owners with first coal expected in 2020/2021. Daniel continued to consult with Hardrock throughout the permitting and construction stages of development.

Daniel has an extensive network of colleagues and contacts in the Corporate Finance, Broking, Project management, Engineering and consulting fields throughout the world which will be of significant benefit to Midland as it progresses from explorer to developer. He possess an optimistic "can do" attitude that leads the team in a professional and dynamic manner.

Luke Marshall

Luke Marshall

Operations Manager & Founder of Midland Energy Pty Ltd.

Having spent his formative years working for and operating equipment at many various mining operations throughout Tasmania, Luke learned valuable lessons in geology and prospecting in Tasmania. His experience was diverse, working in small quarry type operations all the way through to larger Gold and Tin mines. He now uses his deep technical knowledge for planning and scoping potential projects.

In collaboration with his trusted network of advisers and consultants Luke has delivered exploration success for Midland time and time again. To highlight this Luke has planned and executed every Midland Energy Drilling campaign (6) for the life of the tenements with a reliable ability to hit coal, resulting in a JORC resource of 89mt. All of this while on time and under budget.

In partnership with Daniel Macri, the pair successfully formed Hardrock Investments Pty Ltd which was a coal exploration company in the state of Tasmania. Through extensive exploration and value adding the company was sold outright and is now under construction by the new owners with first coal expected 2020/2021. Luke had critical involvement consulting to Hardrock post transaction for the granting of all mining permits and the overall design of the mine that is currently under construction which will be of major benefit for Midland Energy during the approvals process

This vast experience has allowed Luke to focus on his own personal mining investments including operation of his own personal placer Tin/Gold mining operation as well as the prospecting and subsequent pegging of many different Exploration Licences throughout the state of Tasmania for a multitude of different commodities. Luke has an extensive network of colleagues and contacts in Tasmania within the Mining, Geological, Contractor and supplier fields which will be of significant benefit to Midland as it progresses from explorer to developer. He also personally knows most of the local landholders which has ensured cooperation during exploration programs and will continue into development.

Darren Olsen

Darren Olsen

Director/CFO of Midland Energy Pty Ltd.

Darren Olsen has had an extensive career in the Accounting sector. Having graduated from Edith Cowan University with a bachelors degree in Business, Darren quickly climbed the ranks of public practice in management roles. Meanwhile Darren completed his CPA to further bolster his knowledge in the corporate governance and accounting fields.

Darren was the principal of his own Accounting and Financial Services firm "Marlston Taxation and Business Advisers" in Bunbury, Western Australia which he started in 2005. Over that time his firm has been appointed advisers to many listed ASX Mining and Industrial companies.

Being a consummate professional, Darren has been highly sought after for board appointments as Director and/or company secretary to many of these ASX listed companies. This experience is invaluable to Midland and its aspirations to develop its thermal coal mine. It bolsters the Midland Management teams experience and credibility on a new dimension.

Phil Masters

Phil Masters

Lead Consultant of Midland Energy Pty Ltd.

Phil has enjoyed an extensive career in Tasmania and has been responsible for many landmark developments around the state. Having worked with Daniel and Luke on other coal mining projects, he wanted to be involved at a higher level in their next project and as such Phil was an early investor in Midland Energy Pty Ltd. Since establishment of Midland in 2011, Phil has helped guide the projects to the current advanced stage they are now, having committed many free hours of his time and consultation. Being an early shareholder, his interests are firmly aligned with managements.

Phil has recently retired from his previous role as commercial manager at a leading development consulting group based in Launceston Tasmania to become a freelance consultant, and has indicated that he would look to take an exclusive role with Midland to manage and oversee the Regulatory functions of our planned Phase 1 which is a major addition to our team. At his previous role as Commercial Manager for 11 years at a leading development consulting group based in Launceston, TAS, he formed extensive relationships with Tasmanian government ministers as well as the top management at State run departments and businesses such as Tasrail, Tasports, MRT, EPA which will be invaluable to Midland during Phase 1.

Prior to his time as a managing consultant, Phil started his management career at Boags Brewery in Launceston Tasmania where he worked in the accounting, marketing and sales teams. Over time Boags Brewery was acquired by Australian listed retail giant Metcash where Phil was further promoted to take over management of the companies struggling Liquor Distribution network. In the 3 years in this role, Phil turned the fortunes of this struggling division around to become the largest buying group in the states of Tasmania and Victoria. Phil worked for Boags/Metcash for combined 29 years which is further proof of his loyalty and commitment.

Now that Phil is semi-retired he is only interested in freelance consulting jobs whereby he can give something back to his home state of Tasmania that he is passionate about. Having lived in Tasmania his whole life he is motivated to see the economic development of the state progress, to benefit the small local population. A new bulk commodity export project (Midland's Woodbury Project) would have significant economic benefits for the state of Tasmania through Jobs, local business, Taxes, Royalties, utilization of state owned infrastructure which is why Phil is excited to be involved.

Clint Macri

Clint Macri

Design/Construction Project Manager of Midland Energy Pty Ltd.

Clint has been directly involved in the mining industry since 2006 specializing in design/engineering and project management services. Being brother to Daniel Macri, Clint wanted to be involved at a higher level in his next project. Clint was an early investor in Midland Energy and currently controls 1.6% of Midland Energy.

Since establishment of Midland in 2011, Clint has helped guide the projects to the current advanced stage they are now, having committed many free hours of his time and consultation. Being a shareholder, his interests are firmly aligned with managements.

In 1999 Clint started his career in engineering design and drafting working for a number of leading engineering firms, including international engineering leaders WorleyParsons. Clint quickly progressed his career to a more specialist consulting role. Having worked on large range of EPCM mining projects for industry leaders within the mining sector including Rio Tinto, BHP, Iluka Resources and Fortescue Metals Group. He has in depth knowledge of mining and resources, bulk materials handling, project management, and project delivery.

In 2017, Clint partnered with a previous Engineering Colleague in David Teasdale to form ProjX, a more complete service offering to the mining sector of Australia.

ProjX Pty Ltd is a multi-disciplinary project management consultancy operating out of the port city of Bunbury, in Western Australia. Servicing clients throughout Australasia within the Mining, Resources, Commercial Construction and Heavy Industries, ProjX offers a range of project services including Project Management, Engineering, Resourcing, Design and Drafting. With extensive in house capabilities, and access to the very best sub-consultants/contractors within the industry, ProjX offers clients absolute peace of mind that their project is resourced and managed seamlessly by a specialized team of industry professionals.

Now is a critical time for investment and development to supply the increasing demand for new coal fired power generation coming online in India and South East Asia over the next decade.

Midland Energy America LLC
506(c) Offering Platform

terms of the offering

$10,000,000

Minimum Offering: $200,000

Minimum Subscription: $15,700 (20,000 Units)

The Company is offering a minimum of 254,778 and a maximum of 12,738,854 Class A Membership Units at a price of $0.785 per Unit. Upon completion of the Offering between 254,778 and 12,738,854 Membership Units will be issued.

Distributions of Net Operating Cash Flow.

Distributions of Net Operating Cash Flow, if any, shall be distributed quarterly, within forty-five (45) days after the end of calendar quarter. All distributions of Net Operating Cash Flow shall be distributed as follows: to the Class A Members.

Distributions of Net Capital Event Proceeds.

Distributions of all or any portion of Net Capital Event Proceeds shall be made within forty-five (45) days after the end of a Fiscal Year. All distributions of Net Capital Event Proceeds shall be distributed as follows: (1) to the Members to the extent and in proportion with their Invested Capital Contributions until the aggregate amount distributed to such Members in accordance with Section 10.2 of the Operating Agreement is sufficient to provide for a return of such Members’ Invested Capital Contributions by the Company; and (2) thereafter, one hundred percent (100%) to the Class A Members, as a group, pro rata based upon each Member’s relative Membership Interest.

CONTACT US

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

Midland Energy America LLC - 3900 South Hualapai Way Suite 128 - Las Vegas 89147, US — danielmacri@midlandenergy.com.au — (702) 964-1917

Midland Energy America LLC
506(c) Offering Platform

so much more than what you see

prospect dashboard

The Midland Energy America LLC 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 investment process;
  • View company contact information and send email directly to the administrator;
  • Easily upgrade your account with the click of a button.

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

  • The ability to complete the subscription documents via download or online;
  • Upload of subscription and accredidation documents as applicable;
  • Specific process information for investing and instructions on transfer of investment funds;
  • Access to company shared quarterly / annual reports, Financial documents and Supporting Documents;
  • Access to the Asset Portfolio as applicable;
  • Access to News articles written by the company;
  • Access to documents associated with your account.

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