RE+CIRCLE

Studio North Partner

Investment Proposal

The Studio Partner investment provides runway capital for Studio North to originate, develop, and launch Special Purpose Vehicles (SPVs). In return, the Partner is guaranteed a 10% equity position at post-money Launch Capital in every SPV produced by Studio North, starting from the first cluster and continuing for all downstream SPVs, contingent upon full payment of the committed capital.

The below proposed as the most beneficial and flexible to a Studio Partner, as payouts are immediate at the SPV level and reinvestment for evergreen mechanics are optional at time of payout.

An alternative position is available at investor discretion for a 20% in Studio North with indirect SPV target ownership and participation in the Studios partially retained proceeds for reinvestment into downstream SPVs.

The below for illustration purposes. Final terms to be agreed in Term Sheet.

Studio Partner Commitment

EUR 3,500,000

Tranche 1: EUR 500,000

Upon signing, to initiate pre-launch development activities and secure the Partner's 10% SPV equity allocation.

Tranche 2: EUR 1,000,000

Before the next calendar year, to advance to Final Investment Decision (FID) readiness for initial SPVs.

Tranche 3: EUR 2,000,000 (callable)

Over 12–24 months, released upon milestone achievement tied to at least half of the initial 6 SPVs reaching FID Launch Readiness.

Projected Returns

Illustrative – First Cluster of 5 SPVs with two facilities each

17×

ROI multiple

115%

Estimated IRR (5 years)

Evergreen Participation

Optional: the Partner may reinvest any portion of exit proceeds into future SPVs or other Studio North ventures.

Capital Flow – First SPV Cluster

SAFE-to-Exit Pathway

20 years building new industry projects for companies like Equinor, Statkraft, AGA, Linde Gas, and Circle K. 10 Years building and exiting Oslo and London based Venture Studio. Studio North follows the award-winning SAFE-to-Exit predictable and reliable pathway to build and operate industry projects. With pre launch capital de-risking phases with investor diligence for 90%+ success rate of industrial development.

01. SPIN Analysis

Stakeholder problem-solution fit.

02. Pre-Seed

Business Model validation.

03. Seed

Feasibility & Pre-Engineering.

04. Launch Capital

Final Investment Decision.

05. Roll-Out

Build, Commission, Operate

06. Multiply

Structured Growth

07. Exit

Divestment & Reinvestment

Investor Safeguards & Control Measures

1

Milestone-Based Funding

Callable EUR 2M in Tranche 3 released only upon:

  • Demonstrated milestones progress following the RE+CIRCLE SAFE-to-Exit model with staged investors diligence approvals.
  • At least 50% of initial SPVs achieving FID Launch Readiness.
2

Ring-Fenced Accounts & Escrow

  • SPV-specific accounts for budgeted project expenses.
  • Optional escrow for callable funds until milestones are met.
3

Governance & Oversight

  • Board Observer Seat in Studio North and discretionary observer rights in each SPV until exit.
  • Veto rights on asset disposals, major budget changes, and significant new debt.
  • Quarterly reporting including independent project manager updates and detailed financial statements.
4

Performance Ratchets

If the initial SPV cluster rollout is delayed by more than 6 months or revenue falls more than 50% below target, the Partner's equity share increases by a pre-agreed percentage

5

Liquidity & Exit Rights

  • Drag-along and tag-along rights on SPV cluster exit
  • Right of First Offer (ROFO) for allocations in future clusters

Investor Benefits Summary

  • Guaranteed 10% Launch Capital equity in all Studio-produced SPVs after full capital is paid.
  • High IRR and ROI potential from direct SPV exposure.
  • Flexible reinvestment option for compounding returns.
  • Strong safeguards to protect capital and ensure delivery.
  • Active governance role ensuring transparency and alignment.

Disclaimer

This proposal is for informational purposes only and does not constitute an offer or solicitation to invest. Projected returns are estimates and not guarantees.

Contact

Managing Partners: Geir Jakobsen & Kenneth Winther

Email: partners@recircle.eco