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Members’ Meeting

Members’ Meeting. January 23, 2013. Purpose of Today’s Call. Review of 2012 through November. Outlook for 2013 and beyond. We are proposing that we restructure the companies to create a single entity that will own both plants as well as all commonly owned companies. Crush Margin Comparison.

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Members’ Meeting

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  1. Members’ Meeting January 23, 2013

  2. Purpose of Today’s Call • Review of 2012 through November. • Outlook for 2013 and beyond. • We are proposing that we restructure the companies to create a single entity that will own both plants as well as all commonly owned companies.

  3. Crush Margin Comparison • Ethanol/Grain Crush Margin Q1 ‘11 – Nov ‘12, Excl. Hedging

  4. Selected Plant Data – Nov 2012 YTD • Net Income • AE -$24.8M (Nov ’12 YTD) • BBE -$8.1M (Nov ’12 YTD) • EBITDA • AE -$8.7 M (Nov ’12 YTD) • Note Arkalon hold its hedges longer and is subject to more volatility • BBE -$2.1 M (Nov ’12 YTD) • Denatured Yields • AE 2.78 • BBE2.77

  5. EBITDA & Working Capital (AET)

  6. EBITDA & Working Capital (BBE)

  7. AET – Nov ‘12 Selected Plant B/S Data

  8. BBE – Nov ‘12 Selected Plant B/S Data

  9. What is the State of the Industry/Company? • We knew that 2012 was going to be tough • In 2012 we had a perfect storm of events • Second consecutive year with drought conditions • Over supply of ethanol stocks • Brazilian imports • Companies coming out of 2011 with plenty of cash • There are 2.2 billion gallons on the sidelines • We’ve been able to stay the course with some pain

  10. What is Happening and What are we Doing? • We’ve seen some improvement in crush as gallons have gone to the sideline • We are executing a strategy to do the following: • Stay efficient as a producer • Stay high value in terms of DG’s • Continue to advance the front on LCF and Advanced RINs • Consolidate to take advantage of synergies, financing and income diversification • Continue to push the Sorghum play • We are cautiously optimistic about 2013

  11. What are the Risks? • The impact of Brazil • Timing with the EPA • Another drought

  12. Corporate Restructure – “The What” • We are proposing a restructure of the companies • We recommend forming a new holding company and exchanging member units is Arkalon Energy and Bonanza BioEnergy for units in the newly formed Conestoga Energy Holdings • Our current structure was based on preserving the small producer’s tax credit • The following graphics represent our current structure and the new structure as proposed

  13. Existing Structure Note: SPE’s are Special Purpose Entities are in place to protect the assets of operating companies from excessive liability

  14. Company Structure as Proposed Note: SPE’s are Special Purpose Entities are in place to protect the assets of operating companies from excessive liability

  15. Why Consolidate? • The ability to treat cash flows and make distributions from one company to all investors regardless of the source producing cash flows. Each entity is still subject to credit agreement restrictions, but all members will benefit even if only one entity contributes toward distributions. • The ability to consolidate and leveragelending relationships as market conditions permit. • The ability to leverage and arbitrage between entities once we are able to consolidate lenders (additional operating leverage). • The flexibility to add business units or integrate complementary business lines without creating risk to other entities owned by the new parent company. A practical example is the addition of Conestoga Logistics. Under the new single ownership structure, all members directly benefit from the value created without creating risk for the ethanol production entities. • The potential to leverage credit lines and history across entity lines creating the potential for best in class credit terms.

  16. Are There Risks? • The company did not identify any quantifiable Risks at this time that would be associated with this transaction. • The intent was to create a transaction to minimize tax consequences and be non-dilutive • The company engaged two firms to assist us • Kennedy and Coe to perform tax analysis and assist in the structure • ValueScope to perform valuations of all companies for the purpose of developing an exchange ratio

  17. What are the Steps and Timing? • We are targeting a transaction date of February 28, 2013 • We may push the actual transaction date back if final bank approvals are delayed (we do not anticipate issues) • If we are delayed beyond 60 days from the targeted date, the board may look at valuations to ensure exchange rates are still valid • To ratify this proposal, the company needs over 50% of the units to vote in favor • Member ballots will be due back by 2/23/2013 • You will receive in the next couple of days an investor packet and ballot • The following page describes the member packet information

  18. What’s Included in the Investor Packet? • The Investor Packet includes the following: • Investor Letter – Describes the proposed transactionincluding background, proposed structure, benefits, tax impacts, etc • Valuation Summary – Prepared by ValueScope • Meeting Notice and Ballot with postage paid return envelope • An attachment showing the number of units that you have in both companies before the transaction and units in Conestoga Energy Holdings post transaction • All of the above, except for the attachment showing the member units (last item above) will be posted to the member section of the web site • A copy of this presentation will also be available on the member section of the web site

  19. Tax Information Tax-Free Restructure The members potentially impacted are those members with a higher ownership percentage in Arkalon Energy as compared to Bonanza BioEnergy. To structure a business combination in a manner that is tax-neutral to all members, the members can agree to retain their same interest in ordinary income property both pre and post restructure. The pre-restructure percentages will only be used to report ordinary income property to you in the event of a unit sale or the sale of substantially all the assets of Arkalon or Bonanza. All income, losses, distributions, etc subsequent to the restructure will be reported using the post-restructure percentages. Ordinary income property is the fixed assets of the two LLC’s. Arkalon and Bonanza will keep a member roster of ownership percentages immediately prior to the restructure and will report the appropriate amounts to you with your K-1 in a year you sell some or all of your units in either LLC or in a year substantially all the assets of Arkalon or Bonanza are sold. If you do not sell units, or there is not a sale of substantially all the assets of Arkalon or Bonanza, there is no impact to you.

  20. Tax Information – Passive Losses/HPIP Treatment of Passive Losses To allow members to use previously suspended passive losses, you will receive a schedule of activity with your K-1 each year that shows the current year results for each of Arkalon and Bonanza. Kansas HPIP Tax Credits Arkalon and Bonanza will both continue as legal entities and therefore you will continue to have the ability to utilize HPIP credits from prior years in exactly the same way immediately preceding the restructure. If in any year, Arkalon or Bonanza does not obtain HPIP recertification from the State of Kansas, any unused credits from that entity will be suspended until recertification is obtained. It is anticipated both Arkalon and Bonanza will continue to obtain the necessary recertification each year.

  21. Tax Information – Going Forward What to Expect Going Forward Once the restructure is completed, Bonanza will be deemed to have terminated and will file a short-period return. Arkalon will be the entity that the IRS recognizes going forward and therefore will not have a termination or a short-period tax filing. You will receive two K-1’s for the 2013 tax year (to be received in mid-February 2014) as you historically have and then starting with the 2014 tax year you will receive only one K-1 (to be received in mid-February 2015) that will include the results of both the Arkalon plant and the Bonanza plant.

  22. How Were the Companies Valued? • We engaged the firm ValueScope to run independent valuation ranges for the purpose of determining exchange ratios • Valuescope used multiple methods and as part of their work ran a statistical simulation model that runs 10,000 simulations • Valuescope then looked at these results and determined an exchange ratio

  23. Valuation and Transaction Analysis Executive Summary January 16, 2013

  24. Project Scope Valuation • Determine the appropriate ratio for exchanging units of Arkalon Energy, LLC (“Arkalon”) and Bonanza BioEnergy, LLC (“Bonanza”) for units in Conestoga Energy Holdings, LLC (“Conestoga Energy Holdings”), as a precursor to a transaction and Fairness Opinion • Determine the value of the units of Arkalon and Bonanza using discounted cash flow, simulation analysis and corroborative market-based approaches • Determine market-based forecasts for corn and ethanol commodity prices and related crush margins • Determine the value of Conestoga Energy Partners, LLC (“Conestoga”) Notes • The primary purpose of the project was the determination of the appropriate exchange ratio under a wide range of possible scenarios and using different approaches; specific enterprise values and equity values were not concluded for Arkalon and Bonanza. • The exchange ratio was determined based on most recent company and market data as of August 31, 2012 (the “Valuation Date”). Material changes in the performance of the companies and market conditions might have occurred since the Valuation Date, affecting the exact exchange ratio value. ValueScope Inc.

  25. Due Diligence Valuation Significant Documents Reviewed • Audited financial statements for Arkalon, Bonanza and Conestoga for the fiscal years ended December 31, 2008 through December 31, 2011 • Unaudited monthly financial statements for Arkalon, Bonanza and Conestoga for the years 2009 through 2011 and the eight months ended August 31, 2012 • 2012 and 2013 budget data for Arkalon, Bonanza and Conestoga • Operating and maintenance agreements and services agreements between Arkalon, Bonanza and Conestoga • Historical pricing data for corn and ethanol • Futures price data for corn through the end of 2015, and for ethanol through the end of 2013 • Investor lists for Arkalon and Bonanza ValueScope Inc.

  26. Due Diligence Valuation Modeling Procedures • Met with company management numerous times to discuss ethanol production of the subject plants, key drivers underlying the business, and budget model inputs for each entity • Reviewed and analyzed audited and unaudited financial statements for each entity • Prepared commodity price analyses and forecasts based on expected futures prices • Projected crush margins based on our commodity price analyses • Calculated distillers grains revenue based on corn price forecasts • Prepared discounted cash flow models for all three entities • Researched guideline companies involved in ethanol production and assessed the pricing metrics for each company • Researched and compiled industry transactions to determine the valuation multiples underlying the market for ethanol plants ValueScope Inc.

  27. Project Team Valuation ValueScope, Inc. • ValueScope, Inc. is a versatile financial valuation firm providing companies, individuals and government agencies solutions to complex value-based and financial inquiries since 2001. Through its ability to solve sophisticated problems, ValueScope has become one of the leading valuation and financial advisory firms in the U.S. • Specializations: valuation for financial and tax reporting, fairness opinions, transaction advisory, advanced modeling, litigation support and expert witness services • Industries (sample): energy, agribusiness, media, healthcare, retail, industrial packaging • Clients: significant public and private companies, Department of Justice and Internal Revenue Service Martin D Hanan, CFA — President • Founder, Business Valuation Services (acquired by CBIZ, Inc.) • 30 years of valuation, transaction advisory, and business economics consulting experience • Board of Trustees, Alliance for Higher Education (and, formerly, public and private boards) • B.S., Electrical Engineering, University of Illinois; MBA, Finance, Loyola University of Chicago Gregory E. Scheig, CPA/ABV/CFF, CFA — Principal, Energy Practice Leader • Experience with Kroll, CBIZ Valuation Group and Deloitte Consulting • B.S., Petroleum Engineering, University of Texas; MBA, Finance and Accounting, University of Texas Mike Badescu, Ph.D. — Senior Manager • Experience with advanced statistical/econometric modeling and Monte-Carlo simulations • Ph.D., Business Economics, Lehigh University ValueScope Inc.

  28. Valuation Summary Valuation On a per unit basis, Arkalon units are worth 1.025 Bonanza units ValueScope Inc.

  29. Market Approach: Corroborative Results Valuation ValueScope Inc.

  30. Conestoga Energy HoldingsUnit Conversion Matrix Valuation ValueScope Inc.

  31. Combined Financial Information - November

  32. Questions?

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