Agriculture & Natural Solutions Acquisition Corporation · NASDAQ:ANSC
Agriculture & Natural Solutions Acquisition — SPAC Merger (August 2024)
49 slides from Agriculture & Natural Solutions Acquisition's SPAC merger presentation, Aug 29, 2024
Slide 1: Business Combination with Australian Food & Agriculture Company Limited
Exhibit 99.2 Agriculture & Natural Solutions Company Limited Agriculture & Natural Solutions Acquisition Corporation’s Business Combination with Australian Food & Agriculture Company Limited Creating platform to achieve our goal of becoming the world’s largest Ag, carbon, premium product and operati
Slide 2: Important Notice & Disclaimer
Important Notice & Disclaimer Disclaimer Forward Looking Statements This presentation (the “Presentation”) includes certain statements that are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “es
Slide 3: Important Notice & Disclaimer (Cont'd)
Important Notice & Disclaimer (Cont’d) Industry and Market Data Any industry and market data used in this Presentation has been obtained from third-party publications and sources including from research reports prepared for other purposes. In some cases, we may not expressly refer to the sources fro
Slide 4: Important Notice & Disclaimer (Cont'd)
Important Notice & Disclaimer (Cont’d) Additional Information About the Proposed Business Combination and Where To Find It In connection with the Proposed Business Combination, the SPAC, NewCo and AFA intend to file the Registration Statement with the SEC, which will include a proxy statement/prospe
Slide 5: Setting the Stage
SETTING THE STAGE Why We Created the SPAC What We Told Investors During the IPO Roadshow 5 5
Slide 6: Why We Created the SPAC
Why We Created the SPAC Why Now? Why Do This Through A SPAC? ▪ The urgency of climate change—2023 was the hottest on ▪ The IPO market is largely frozen—sellers needing to monetize record and create currency have few choices ▪ It is all about speed and scale. Without both, the climate needle ▪ Today’
Slide 7: Natural Capital Solutions Can Drive Carbon Sequestration
Natural Capital Solutions Can Drive Carbon Sequestration A 2.5% increase in natural capture of emissions has the same impact as a 50% reduction in human emissions. 37 Gt of CO 2 Released By Humans Gt of CO 2 727 Naturally Released 727 Gt of CO 2 Released Naturally Human Released 37 + Total Released
Slide 8: What Do We Bring?
What Do We Bring? Energy and Ag use similar language—it’s all about land and real assets (acres, hectares, sections, farm in, farm out, risk sharing). ▪ Scale is in our DNA ▪ One of the world’s leading regenerative Ag advisors ▪ More than $45B raised over 23 years ▪ Dense experience set in the most
Slide 9: Few Public Vehicles Offer Direct Exposure to Agriculture
Few Public Vehicles Offer Direct Exposure to Agriculture There are limited public avenues for investment, and therefore investment in agriculture is disproportionate to the sector’s share of GDP. Estimated Value of the Investment Farmland Historically Has Lacked Public Investment Opportunity of Farm
Slide 10: Strong Historical Return Profile, and Carbon Mitigation Could Add to Economic Rent
Strong Historical Return Profile, and Carbon Mitigation Could Add to the Economic Rent Agricultural land investment has provided consistent, long-term returns to investors. ▪ Agricultural land values have low correlations to traditional asset classes such as equities ▪ Agricultural land can provide
Slide 11: The Australian Farmland Opportunity
The Australian Farmland Opportunity Australia provides political and financial stability and has uniquely regulated markets for commodities like water & carbon, creating an ideal environment for investment in agriculture. Farmland Has Been a Reliable Source of Value & Return Australia is Well Positi
Slide 12: Australian Rural Property Market is Undervalued
Australian Rural Property Market is Undervalued Australian agricultural land market offers attractive pricing to investors. Australian Farmland Outpaced 2 New South Wales Farmland Has Steadily Appreciated 1 North America & Western Europe $2,500 6,000 947 900 5,000 $2,000 600 605 4,000 $1,500 384 3,0
Slide 13: Historical and Prospective Return Profile on Farm & Ranch Lands
Historical and Prospective Return Profile on Farm & Ranch 1 Lands Farmland Investor Returns by Natural Capital Enhancement and Value Stacking Strategy Capital Primary Regenerative Soil Carbon Total Return Carbon Renewables Biodiversity Product Capital Potential Total Appreciation Produce Management
Slide 14: What Is Our Vision for ANSC?
So, Given This, What Is Our Vision for ANSC? AFA as the de-SPAC transaction Australia Food & Agriculture Company Limited Create an Acquisition Platform 1 Nearly 100 vetted with several priority opportunities currently 1 Seek to control up to one million acres in the next 24 months Our Goal: Become t
Slide 15: Now Let's Focus on AFA
Now Let’s Focus on AFA AFA hits on several key themes the SPAC identified in its IPO pitch to investors and more. World-class real assets at scale with downside protection (underlying asset value) Decarbonization potential from several sources Favorable assets in highly regulated water market Valuab
Slide 16: AFA Overview
AFA Overview Australian Food & Agriculture Company Limited (“AFA”) is a unique opportunity for investors to acquire a premier asset in an undervalued market with strong tailwinds and upside opportunities. ~556k ~45k 14 3 ~247k 1 Acres Land Acre-Feet Properties Aggregations Total Livestock 2 Water En
Slide 17: A Long-Term History of Growth
A Long-Term History of Growth AFA has a long history of leadership in the Australian sheep industry, which has positioned it as a leader in the Australian agriculture market. George Peppin and his sons establish a stud flock at Wanganella Peppin Wanganella Station, Brothers F.S. Falkiner F.S. Falkin
Slide 18: Premier Asset Base
Premier Asset Base AFA’s aggregations are strategically located in the NSW Riverina and North West Slopes and Plains regions, which are known for their grazing and cropping production, as well as their proximity to infrastructure and processing facilities. Hay Coonamble Deniliquin Deniliquin Hay Coo
Slide 19: Geographic and Revenue Diversification
Geographic and Revenue Diversification Revenue Stream Variety AFA Benefits from Diversification that Can Protect and Enhance Cash Flows 1 Net Revenue (USD $mm) 4% 5% 5% 11% 4% 8% 8% 9% 11% 17% 51% WEATHER DIVERSITY LIVESTOCK MOVEMENT CONARGO FEEDLOT 24% ▪ Revenues & profitability diversified ▪ Geogr
Slide 20: Water Entitlement Rights
Water Entitlement Rights Portfolio of ~45,000 acre-feet provides water access and security and enhances land productivity. Australia’s Water Market AFA’s Water Entitlements ▪ Tradeable water rights are the next land play; important for Acre-Feet agricultural productivity and revenue security Murrumb
Slide 21: ANSC's Competitive Advantage versus AACo
ANSC’s Competitive Advantage versus AACo 1 Insider Ownership: ANSC’s financial profile unlikely to be impacted by high 11 1 insider ownership (AACo: 72%) or low ADTV (AACo: <0.1%) $mm AUD 2 Australia Australia Country Land Ownership: Majority freehold land title rather than majority Crown 3 Leases N
Slide 22: What Do We Intend To Do?
WHAT DO WE INTEND TO DO? 22
Slide 23: Asset Footprint Lays Foundation for Additional Upside
1 Asset Footprint Lays Foundation for Additional Upside Upside is not baked into valuation, laying the groundwork for asset appreciation through execution. 1 Land & Water Appreciation: Historic capital appreciation in New South Wales 2 Operational Improvements: Operational enhancements and efficient
Slide 24: Value Supported by High Floor and Meaningful Upside
1 Value Supported by High Floor and Meaningful Upside 1 AFA represents a land and water portfolio with robust floor value and meaningful upside. Potential to monetize AFA’s natural land biodiversity via large, liquid NSW offset market Potential revenue stream via 1+ GW Historical capital wind farm t
Slide 25: Building the Next Phase of ANSC
1 Building the Next Phase of ANSC Near-term capex program of USD ~$40mm+ over next four years. Livestock Expansion & Optimization of Environmental Plantings Solar-Powered Soil Carbon Program Cotton Cropping Carbon Program Water Pumps ▪ Sponsor anticipates ANSC will be able ▪ Bankless irrigation for
Slide 26: Performance Improvements Possible with Practice Changes
1 Performance Improvements Possible with Practice Changes (USD) Irrigated & Dryland Crop Farming Livestock Scale 87k 50k 461k 247k 2 2 Total Acres Historic Planted Acres Pastoral Acres Historic Average DSE $180 ~$300 $17 ~$24 1.5x – 1.7x 1.2x – 1.4x 2 2 Historic Average Margin/Acre Total Margin/Acre
Slide 27: Australian Carbon Markets
Australian Carbon Markets Australia’s carbon compliance market potentially provides an incremental revenue source. ACCU Demand to Be Driven by Mandatory Compliance ACCU Market Background Demand ▪ In 2023, Australia introduced reforms to the Safeguard Mechanism which now 3% 3% 3% 3% 4% 4% 9% 15% 15%
Slide 28: Carbon Prices Expected To Rise & Agriculture Expected To Meet Demand
Carbon Prices Expected To Rise & Agriculture Expected To Meet Demand Agriculture and land-based credits represent more than 50% of forecasted ACCU supply. ACCU Market Highlights ACCU Prices Are Expected to Rise ($USD / ACCU) ▪ Australia has approved 31 frameworks for generating $60 ACCUs, 14 of whic
Slide 29: Product Branding and Premiumization
ANSC Could Enhance Margins Via Product Branding and Premiumization ▪ AFA-controlled properties are among some of the most storied in Australian agriculture ▪ With a history tracing back to 1861, an estimated 95% of Australia’s premium Merino sheep trace their bloodlines to AFA-owned studs today ▪ A
Slide 30: Transaction Overview Financial Detail
Transaction Overview Financial Detail 30 30
Slide 31: Strong History of Performance Underpinned by Asset Value
Strong History of Performance Underpinned by Asset Value Land assets with water entitlements and infrastructure continue to be in high demand, driven by institutional investment. Land, Water and Infrastructure Footprint Appreciation Commentary ($mm USD) ▪ Investor returns driven by $433 strong histo
Slide 32: Strong Return Profile Backed by Robust Capital Appreciation
Strong Return Profile Backed by Robust Capital Appreciation Solid Business Foundation with Long-Term Profitability Growth in Agricultural Asset Value 1 EBITDA Yield Book Value of Land, Water Entitlements, and Infrastructure 14.9% ($mm USD) 10-Year Average EBITDA Yield: ~5% 8.4% $433 $270 6.9% 6.8% 6
Slide 33: Diversified Business Mix with Attractive Cash Flow
Diversified Business Mix with Attractive Cash Flow Net Revenue by Business Line Net Revenue by Land Aggregation ($mm USD) ($mm USD) $56 $56 Coonamble net revenue is 2 $50 $50 3 ~$0mm due to difficult year 2 for cattle and winter crops 3 13 18 7 12 $32 $32 13 16 4 1 9 17 6 16 27 2 25 24 22 18 12 2021
Slide 34: Transaction Overview
Transaction Overview $mm USD, except per share values KEY TRANSACTION TERMS ILLUSTRATIVE SOURCES & USES PRO FORMA VALUATION AT CLOSE Sources ($mm) ($mm) ▪ Pro forma enterprise value of $625 1,9 2 Sponsor / Third Party PIPE $100 34.500 SPAC Public Shareholders million 2,3 8 370 SPAC Cash in Trust 8.6
Slide 35: Appendix
Appendix 35 35
Slide 36: Investment Highlights
Investment Highlights UNIQUE OPPORTUNITY FOR PUBLIC INVESTMENT 1 IN REAL-ASSET-BASED AGRICULTURE AND CARBON AUSTRALIAN MARKET IS UNDERVALUED 2 STRONG BASE BUSINESS 3 DIVERSIFICATION IN PRODUCTS, GEOGRAPHY AND 4 CLIMATE CAN MITIGATE RISK WATER RIGHTS PROTECT PRODUCTION WHILE 5 PROVIDING UPSIDE FROM T
Slide 37: Summary Financials and Projections
Summary Financials and Projections US$ in millions 5 6 4 Income Statement 2021A 2022A 2023A 2024E H1 2024A COMMENTARY Net Revenue ▪ Strong history of high-margin performance at unique level of scale Livestock excl. Feedlot $17.0 $12.5 $1.9 $10.3 $0.2 ▪ 2023A represented an isolated down Grain, Cotto
Slide 38: Sponsor Experience Enhances Efficiency & Value Creation
Sponsor Experience Enhances Efficiency & Value Creation Sponsor team has decades of experience deploying agtech & climate tech to enhance upside. Measure, Monitor, Method Developers, Farm and Ranch Tech Carbon Development Report and Verify Registries & Auditors Ag technologies evaluated or Companies
Slide 39: NSW Government Biodiversity Offsets Opportunity
New South Wales Government Biodiversity Offsets Opportunity Renewable energy developers could drive up demand for biodiversity credits on AFA properties. ▪ Renewable energy & other developers that will affect biodiversity must first seek to avoid and minimize that impact. The New South Wales governm
Slide 40: Australia's Renewable Energy Zone Development
Australia’s Renewable Energy Zone Development Land ownership provides AFA with embedded option value. Australian Renewable Energy Zones Proposed Transmission Lines Near AFA’s Footprint Barratta ▪ New South Wales launched five renewable energy zones (REZ) Boonoke to coalesce renewable energy developm
Slide 41: Impact Ag's Industry Expertise
Impact Ag’s Industry Expertise Impact Ag has ~620,000 acres under management across Australia & U.S. Australian Assets 10 18 Properties in Carbon / Biodiversity / C Carbon New South Wales Renewable Energy Projects Biodiversity Renewable Energy ~560,000 ~61,000 Livestock Acres of Cattle & Acres of Mi
Slide 42: Riverstone's SPAC Success with Real Assets
Riverstone’s SPAC Success with Real Assets Riverstone has a successful track record of utilizing SPACs as a real-asset value creation platform. / ▪ October 2016: Completed de-SPAC ▪ April 2018: Acquired package of E&P ▪ March 2014: Initial Riverstone at ~$1.6bn EV assets in the Vaca Muerta in invest
Slide 43: Glossary
Glossary ▪ Cow: female cattle Unit Conversions ▪ Heifer: cow that has not borne a calf ▪ 1 DSE (Dry Sheep Unit) = 7.6 MJ ME/day ▪ Steer: castrated male cattle ‒ Amount of energy needed based on a 2 year old 45 kg Merino sheep (wether or non-lactating, non-pregnant ewe) at maintenance ▪ Bull: intact
Slide 44: Appendix Risk Factors
Appendix Risk Factors 44
Slide 45: Risk Factors
Risk Factors The following summary risk factors are certain of the risk factors that have been identified related to the proposed business combination (the “Proposed Business Combination”) between Agriculture & Natural Solutions Acquisition Corporation (the “SPAC”), Agriculture & Natural Solutions C
Slide 46: Risk Factors (Cont'd)
Risk Factors (Cont’d) Risks Related to AFA’s Business (Cont’d) ▪ AFA’s ability to recruit new and maintain existing distributors and key contractors is fundamental to its future profitability and success. ▪ Frequent and extreme fluctuations in the price, availability and quality of electricity and o
Slide 47: Risk Factors (Cont'd)
Risk Factors (Cont’d) Risks Related to Securities Ownership ▪ The price of the shares of ANSC may be subject to wide fluctuations based on various factors including quarterly fluctuations in results of operations, financial results which deviate from analysts’ expectations, general economic conditio
Slide 48: Risk Factors (Cont'd)
Risk Factors (Cont’d) Risks Related to the Business Combination ▪ The announcement or pendency of the Proposed Business Combination may impact AFA’s business relationships, performance, and operations generally. ▪ The SPAC and AFA will incur significant transaction costs in connection with the Propo
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