North Country Opportunity Zone Fund L.P. | American Ag Energy Inc.

The Fund is raising $24.75 million to invest in North Country Growers LLC (“NCG”). North Country Growers LLC is a limited liability company created to build and operate a 20-acre state of the art greenhouse integrated with Combined Heat and Power (“CHP”) to grow fresh, healthy, and high-quality vegetables in the Berlin, NH opportunity zone. In addition to the Opportunity Zone benefits, NCG’s planned operations are expected to yield gross profit margins of approximately 50% and EBITDA margins of approximately 40%. AAE and the Fund will each own 50% of NCG. Partners in the Fund will receive 80% of distributions until payout of their investment and then 50% thereafter (see attached schedule of expected returns).

NCG’s planned facility will comprise 10 acres of tomatoes, 10 acres of salad greens, and an 8.8 MW CHP plant. The CHP facility will serve to generate electricity for supplemental lighting of the greenhouses, heat for warming the greenhouses during cold periods, and carbon dioxide for enhancing plant growth. This strategy will enable the company to increase yields by approximately 70% (40% from supplemental lighting, 30% from carbon dioxide enrichment), achieve substantial reductions in operating costs, and attain near complete control of its energy strategy.

NCG’s project is “shovel-ready” with all permits secured and design work completed. The project will cost a total of $58 million to build including working capital and reserves. NCG has secured $33.25 million in senior debt from the largest financial institution in New Hampshire. The project has tremendous community support and is scheduled to break ground in April 2019 and be completed before year end.

The Fund: North Country Opportunity Zone Fund L.P. (“NCOZ” or the “Fund”) is a limited partnership created under the 2017 Tax and Jobs Act to raise capital to invest in Controlled Environment Agriculture Facilities in the Berlin, NH Opportunity Zone. The Fund’s General Partner will be American Ag Energy, Inc. (“AAE”).

The General Partner: AAE is a corporation that develops, builds, and operates large-scale ultra-efficient and sustainable greenhouses in conjunction with electricity generation facilities to produce both electricity and high value locally grown vegetables in close proximity to major markets in the Northeast.

Further Investment Opportunities: The Berlin, NH Opportunity Zone has multiple large sites suitable for development of projects similar to NCG. The Fund plans to raise additional capital to develop these sites. Partners in the NCG project shall have a right to invest in future projects.

The City: Berlin NH is an old industrial city that was the crown jewel of the New England paper mill industry. As the paper mill industry collapsed, economic opportunities in the city became scarce. With abundant flat land, cool night time summer temperatures, excellent industrial infrastructure, and a highly trained labor force from the paper mill industry, Berlin is an ideal location for North Country Growers’ state of the art combined heat and power greenhouses. Berlin, NH is an officially recognized Opportunity Zone.