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EXCH Consulting · new direction

From a single operating asset to a liquid, profitable, multi-jurisdiction energy holding.

The goal is not just to acquire the operating asset, but to rebuild ownership into a structure that (1) delivers liquidity through tokenization, (2) optimizes cash flow and tax exposure across jurisdictions, and (3) is ready to scale onto future acquisitions without rebuilding the structure each time.

01

Liquidity

SPV → tokenized economic rights on cash flow, giving access to global investors instead of a single buyer.

02

Profitability

Consolidating PPA / merchant revenue at holding level lowers the cost of capital and unlocks refinancing against the portfolio, not a single asset.

03

Jurisdictional flexibility

Ownership, operations and cash flow are separated across jurisdictions to reflect tax treaties and investor requirements.

Target holding structure

EXCH Energy Holding

Parent holding company — holds stakes in the regional sub-holdings, the entry point for investors and tokenization

Parent jurisdiction to be finalized
Sub-holdings — by region and tax treatment
EU

EU HoldCo

Holds SPVs across EU member states, using parent-subsidiary treaty relief for tax-efficient dividend flow

UAE

UAE HoldCo

Middle East and cross-border capital gateway, favorable holding regime, access to Gulf-based investors

US

US HoldCo

Entry point for US institutional and family-office capital, structured for US tax and securities requirements

Asia

Asia HoldCo

Coverage for Asia-based funds and family offices, aligned with regional double-taxation treaties

Operating SPVs — hold the physical assets
Spain · EU

Villamartín SPV

9 MWp solar portfolio, PPA / merchant, 2 operating projects

Pipeline

SPV 2 (planned)

Next asset in the pipeline — solar / BESS

Pipeline

SPV 3 (planned)

Portfolio expansion under the same holding

Pipeline

SPV 4 (planned)

Scales in without restructuring the group

Illustrative portfolio economics — indicative example, not current figures

Target cash-flow split by sub-holding

4 sub- holdings
EU — 40%
UAE — 25%
US — 20%
Asia — 15%

Cost of capital: single asset vs consolidated holding

~9% Single-asset SPV ~6% Consolidated holding

Why structure it this way

Risk isolation

Each asset sits in its own SPV — a problem on one project doesn't touch the rest of the portfolio or the holding.

Tax efficiency

Dividends and cash flow route through jurisdictions with double-taxation treaties, legally lowering the group's effective rate.

Investor-ready by design

The structure is built up-front for a 1CAD Asset Passport and tokenization — no rebuild needed for each new deal.

Scalability

New assets plug in as a new SPV under the same sub-holding — a repeatable, predictable process for investors.

How this connects to EXCH tokenization

A

Asset in SPV

Villamartín and future projects sit inside operating SPVs

B

Holding consolidates

Regional sub-holdings gather cash flow by jurisdiction

C

1CAD passport

Legal, technical, AML and ESG evidence at holding level

D

Tokenization & investors

Rights to the holding's cash flow reach qualified investors worldwide

Final selection of holding and sub-holding jurisdictions will depend on the investor base, applicable tax treaties, and banking-partner requirements.