ieag investor presentation

8/7/2019 IEAG Investor Presentation

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The information contained herein (the Overview) has been prepared by Iron Eagle Group, Inc.(the Company) to assist interested parties in understanding the Companys intended businessand the industry in which it intends to operate. The Overview does not purport to be all-inclusive

,agreement of confidentiality between the Company and you. In all cases, interested parties shouldconduct their own investigation and analysis of the data set forth in this Overview. By acceptingthis Overview, the recipient acknowledges and agrees that all of the information contained herein

is confidential and that: (1) the recipient and its authorized affiliates and representatives will not,

the Company, the recipient will return this Overview as well as any derivative works to theCompany as soon as practicable, together with any other material relating to Company which therecipient or its authorized affiliates or representatives may have received from or on behalf of theCompany or its authorized consultants or affiliates and destroy, as soon as practicable, all copies of

, ,representatives containing or reflecting or derived from any information in this Overview or suchother material; (3) the recipient and its authorized affiliates or representatives will hold allinformation and the fact that it is involved in an investigation process relating to Company and thestatus thereof as confidential; and (4) any proposed actions by the recipient or any of its

STRICTLY CONFIDENTIAL

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require the prior written consent of the Company. Any communications or inquiries relating tothese materials should be directed to the Company to the attention of the individuals listed herein.


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Outline of Presentation

1. Executive Summary

.

3. Conclusion and Contact Info

A.

Appendix

Management Team


22


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Section 1: Executive Summar

STRICTLY CONFIDENTIAL 33


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Executive Summar

Iron Eagles management consists of business leaders inconstruction, government contracting, defense, finance, operations,

an us ness eve opmen

Management has a compelling strategic plan to capitalize on the large

market opportunity created by the federal governments stimuluspackage in addition to the billions of dollars that have been

appropriated to be expended at the state level for projects throughout

the US

By executing on its strategic plan, Iron Eagle can achieve substantialgrowth through highly focused targeting of federal, state, and

municipal construction projects



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Investment Hi hli hts

Large Pipeline of Federal Stimulus Dollars

Compelling Grow th Strategy

Current Market Participants Unable to Meet BondingRequirements

Ideal Time for Construction Consolidation

Proven Management Team with Government Relations,Acquisition, Integration, Leadership and Joint Venture



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Strate ic P lan

Iron Eagles strategic plan to capitalize on the large market opportunity

Over $100 billion inFederal Stimulus for

Small and medium competitorsunable to

Iron Eagle acquires thesecompanies and provides


Construction qualify for these contracts required surety bonds


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Com etitive BusinessModel

For every $1 million in equity raised, Iron Eagle can obtain

between $10 million to $15 million in surety bonding insurance

Assuming an average of 10% EBITDA margins, a $10-15 million

twelve months



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Com ellin Grow thStrategy

Continue to acquire high value commercial construction companies

Generate substantial bondin ca acit to facilitate the winnin andexecution of multi million dollar contracts Increase margins throughimproved operations

Accelerate growth through enhanced marketing

Win and complete government and private construction projects



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Ideal Time forConsolidation

There are ~883,000 construction companieslocated in the United States

Only 1% of US construction companieshave 100+ employees

Therefore, 99% of construction companies have


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Value Added toTarget Companies

Increased Surety Capacity:

By utilizing our diversified balance sheet along w ith a management team that has a

strong defined record of completed multi billion dollar projects

Through our partnership w ith Lockton, the worlds largest, privately-owned,

independent insurance broker and one of the largest providers of surety bonds

Improved Access to Federal Contracts:

Constant contact and direct access to key agency decision makers

Sales and Marketing:

Veteran professionals in multiple construction disciplines

Relationships w ith large prime contractors and decision makers

Operational Improvements:

Quick and improved reporting systems allow quick reaction to both negative and


pos ve eve opmen s, mprove orecas a y o cas ows, an ncrease c en

satisfaction


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Si nificant P ro ress toDate

January 2011 Announced acquisition of Delta Mechanical Contractors, LLC

H2 2010: July to December

nnounce sa s ac on o er ormance ga ons per anuary xc ange greemen

Announced Reverse Stock Split of 1-for-40

Announced Engagement of Leading Middle Market Investment Banker

Improved management team with experienced hires including: . , , , ,

Appointed Joseph M. LoCurto to the Board of Directors who has four decades of mergers andacquisition leadership in the construction field.

H1 2010: January to June

Completed a reverse merger w ith Pinnacle Resources, Inc.

Brought Company current in its filings (June 10K, Sept 10Q, Dec 10Q)

Completed a corporate name change to Iron Eagle Group, Inc.

Changed domicile from Wyoming to Delaware corporation

Retained Lockton as insurance brokerage company (Surety, D&O, Acquisition diligence,Workers com . The have one o f the lar est construction and suret bond brokera e.


FINRA has received the necessary documentation for the name change to Iron Eagle. TheCompanys ticker symbol changed from PNRR to IEAG.

Appointed Gary J. Giulietti to the Board of Directors


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Delta MechanicalContractors

Completed acquisition on January 21, 2011

Company Overview: Leading regional subcontractor providing commercial and, ,

fire protection services in the regions of RI, Southeastern MA. and Eastern CT

Strong Financials:

Over the ast 5 ears avera es Revenue of 40-50M and EBITDA of 4M

Current Backlog: $40-50 million

Working capital: ~$5 million

Principles: Bruce Bookbinder (CEO) and David Greenberg (CFO) have four

year employment contracts and are motivated to Iron Eagles success Customers: Long term customer relationships with recognized major

construction companies including Gilbane and Dimeo


rong overnmen xper ence: ~ o s pro ec s or e era , s a eand local government agencies.


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Senior Mana ementBoard of Directors, andStrategic Advisors

Name / Title BackgroundJoseph LoCurtoChairman

Over four decades of mergers and acquisition leadership in the construction field. Served as a Founder, CEO, President, and COO of Regional, National, and Internationalconstruction mana ement com anies ran in from 20 million to in excess of 1.8 billionin annual revenues. Those companies include three divisions of the multinationalconstruction giant Skanska (Slattery, Gottlieb, and Atlantic), Gottlieb Heavy Industries,NAB Construction and GreenStar / WDF, Inc. Notable projects: Yankee Stadium Rehabilitation, Brooklyn Bridge, Statue of Liberty,

Jacob Javits Convention Center, World Trade Center, and Newtown Creek WPCP

Jason M. ShapiroDirector and ChiefFinancial Officer

Proven leader with over 10 years of extensive financial, private equity, turnaround, andrestructuring experience across regional and global firms in diverse industries Previously VP at Macquarie Capital Fund and Associate Director at UBS Investment Bank,where he executed $15+ billion in corporate transactions Triple Masters, Multiple valedictorian, honors, & full scholarships including J.D., M.S. inAccountancy, Wharton MBA, CPA, CFA, PMP, & Certified Lean Six Sigma Black Belt

Jed M. SabioExecutive VicePresident of BusinessDevelopment

Construction and Financial professional with over 24 years of progressively responsibleanalytic and managerial positions. For the past 21 years Mr. Sabio has worked for NationalGrid and its predecessor companies (KeySpan Energy Corporation and The Brooklyn UnionGas Company), the last two years as a full-time consultant. In a four year period, he developed National Grids energy services sub from an in-house


40 mi ion operating unit to over a i ion o ar ig y pro ita e company

For more information, please see Appendix A


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Senior Mana ementBoard of Directors, andStrategic Advisors (cont)

Name / Title Background

Joseph E. AntoniniDirector

Former Chairman, President and CEO of Kmart Corporation. Started as a management traineein 1964 to Chairman of the giant retail chain in 1987 Served on the following boards: Shell Oil Company, Polaroid Corporation, Chrysler, ZiebartInternational, NBD Bank (ultimately acquired by JPMorgan Chase), Michigan Bell, EconomicClub of Detroit. He was Former Chairman of the National Retail Federation and the NationalMinority Supplier Development Council and Trustee of the National Italian American Foundation

Gary J. Giulietti

Director

Proven leader with over 35 years of experience, successful at establishing the vision and

strategies necessary to build and grow construction companies into industry leaders Currently President of the Northeast operations and member of the Executive Committee ofLockton Companies worlds largest independent commercial insurance brokerage firm Runs Responsible for Locktons construction practice, one of the largest constructionbrokerage practices in the world, representing thousands of construction and design clients Previously Vice Chairman, Worldwide Construction for Willis where oversaw worldwideconstruction insurance practice consisting of domestic offices and 140 international offices

Ste hen W. Gro Over 20 ears of ex erience in advisin and obtainin federal contracts and has a dee

Strategic Advisor knowledge of and established relationships within the commercial and government Significant experience with the budget and appropriations processes Multiple positions of leadership where he was responsible for driving revenue growth andmanaging significant resources to attain profitability in a broad array of industries

Steven S. Antebi President and Chairman of Maple Capital Management, Board of Directors of Geovax,


, Long tenure at Bear Stearns & Company in senior positions including institutional sales,trading of the firm's capital, investment banking, and syndicate

For more information, please see Appendix A


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Industr OverviewIndustry Players and Dynamics

End products: The construction industry produces houses, apartments, factories, offices, schools, roads,and bridges. These are only some of the products of the construction industry. This industrys activitiesinclude the building of new structures, including site preparation, as well as additions and modifications to

. , , .

Industry organization: The construction industry is divided into three major segments:

General contractors: Build residential, industrial, commercial, and other buildings

Heavy and civil engineering construction contractors: Build sewers, roads, highways, bridges,tunnels and other ro ects

Specialty trade contractors: Perform specialized activities related to construction such as carpentry,painting, plumbing, and electrical work

Specialty trade contractors usually do the work of only one trade, such as painting, carpentry, or electrical work,or of two or more closely related trades, such as plumbing and heating. Beyond fitting their work to that of the

, .

for their work from general contractors, architects, or property owners. Repair work is almost always done ondirect order from owners, occupants, architects, or rental agents

Coordination: Construction usually is done or coordinated by general contractors, who specialize in onetype of construction such as residential or commercial building. They take full responsibility for the complete


, .general contractors may do a portion of the work with their own crews, they often subcontract most of thework to heavy construction or specialty trade contractors

Source: Department of Labor

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Industr OverviewStimulus Package

Over $100 Billion in guaranteed funding has been allocated for a large number of federal, state,and municipal construction projects in the US Government's Stimulus Package



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Ex ertise inGovernment Relationsand Contracting

Government contracting is complex What differentiates Iron Eagle isour ability to bid and secure contracts:

Constant contact and direct access to key agency decision makers

Management team and advisors have over 100 years of successful government

contracting experience

Specialists who have spent their entire careers working in or with the government

Advanced expertise in bidding process, document preparation, proposalsubmission, amendment procedures, contract challenges, etc.

Facilitates efficient go / no-go decisions. Saves considerable time and money

Know and understand key issues that represent drivers for the agencies



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Conclusion

Large P ipeline of Federal Stimulus Dollars

Current Market Participants Unable to Meet BondingRequirements

Strong Management Team of business leaders w ithGovernment Relations and Contracting Experience

Compell ing Grow th Strategy


shareholder value


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To discuss investment opportunities, please contact:

Jason Shapiro

Chief Financial Officer

Iron Eagle Group, Inc.

Phone: +1 (917) 969-4845

Fax: +1 (917) 591-6227

Email:[email protected]


We : www.ironeag egroup.com


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Mana ement Team

Joseph M. LoCurto, Chairman Mr. LoCurto draws upon his four decades of mergers and acquisition leadership in the construction

. . , , , , ,International construction management companies, ranging from $20 million to in excess of $1.8billion in annual revenues. Those companies include three divisions of the multinationalconstruction giant Skanska (Slattery, Gottlieb, and Atlantic), Gottlieb Heavy Industries, NAB

Construction and GreenStar / WDF, Inc.

His notable projects include the Rehabilitation of Yankee Stadium, Brooklyn Bridge, Statue ofLiberty, Jacob Javits Convention Center, World Trade Center, and Newtown Creek WPCP

His accomplishments in the areas of heavy public works include projects for the MTAs New YorkCity Transit, the New York City Department of Environmental Protection, the New York City

, ,

City Department of Design and Construction, and the New York City School Construction Authority

Mr. LoCurto has been an active member in the industry. He is past president of the SubcontractorsTrade Association, a member of the ASME and the MOLES


Throughout his career, he has focused on employing safe practices, surrounding himself withqualified, knowledgeable people and creating profitable joint venture partnerships. Mr. LoCurtoholds both Electrical and Mechanical Engineering degrees


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Mana ement Team(cont)

Jason M. Shapiro, Chief Financial Officer and Director Jason Shapiro is a proven leader with over 10 years of extensive financial, private equity,

,in various states of financial health. He was previously VP at Macquarie Capital Fund and AssociateDirector at UBS Investment Bank, where he executed $15+ billion in corporate financetransactions

Mr. Shapiro earned his MBA from the University of Pennsylvanias The Wharton School. He earnedhis J.D from the Seton Hall University School of Law where he was in the Full Scholarship andPresidential Honors Program and completed all his law courses in under two years. He graduatedas the Valedictorian and Summa Cum Laude from Baruch Colleges Zicklin School of Business,where he earned his M.S. in Accountancy. Mr. Shapiro was the Valedictorian of Rutgers Collegewhere he graduated Summa Cum Laude and completed his studies in three years with a B.S. in

Computer Science. In addition, he was in several honors programs and received numerousdepartmental and collegiate awards

Mr. Shapiro also has earned the following certifications: CPA (Certified Public Accountant), CFA(Chartered Financial Analyst), CIRA (Certified Insolvency and Restructuring Advisor), CDBV


er ca on n s resse us ness a ua on , er e rau xam ner , er e nFinancial Forensics), PMP (Project Management Professional), PMI-RMP (Risk ManagementProfessional), and CLSSBB (Certified Lean Six Sigma Black Belt)


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Mana ement Team(cont)

Jed M. Sabio, Executive Vice President of Business Development Mr. Sabio is a financial professional with over 24 years of progressively responsible analytic and

. .predecessor companies (KeySpan Energy Corporation and The Brooklyn Union Gas Company), thelast two years as a full-time consultant.

His most recent positions at National Grid include Director of Mergers and Acquisitions andDirector of Finance. In his capacity as Director of M&A he led project valuation, coordination ofextensive due diligence on all proposed investments, mergers, acquisitions, divestitures, jointventures, start-up ventures and other related investments of the corporation and its subsidiaries.He has negotiated deal structure and remuneration, and he has provided financial counsel throughdeal completion. In a four year period, through the acquisition of engineering, mechanical,electrical, plumbing, and general contractors, he developed National Grids energy services

subsidiary from an in-house $40 million operating unit to over a billion dollar highly profitablecompany

As National Grid exited the energy services sector, Mr. Sabio was charged with de-consolidatingand divesting of the nearly 30 companies that comprised the business unit. Mr. Sabio holds a MBA


n nance rom . o n s n vers y


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Board of Directors

Joseph E. Antonini, Director Joseph E. Antonini has over 40 years of experience in leadership, business strategy, driving growth, improving

operations, hiring and training executive talent, and corporate governance. Joe is the former Chairman, Presidentand CEO of Kmart Corporation, and has actively led and served on corporate boards of a wide diversity industryleaders such as Shell Oil (Energy), Chrysler (Automotive), Kmart (Retail), and NBD Bank (Financial), and severalnon-profits.

At Kmart, Antonini rose from a management trainee at the then S.S. Kresge Company in 1964, to Chairman of thegiant retail chain in 1987. He is credited with leading Kmart into a new era by launching a store renewal program ofunparalleled scope in retail history. This included expansion of the retailers specialty store concepts, along withintroduction of the Kmart Super Center, both contributors to setting new sales and profit records.

Antonini engineered the expansion and growth of Kmart Specialty Division, the largest multi-specialty group in theworld, consisting of Sports Authority, Office Max, Payless Drugstores, Builders Square, Borders/Walden Book Group,and Warehouse Clubs. Joe successfully introduced Martha Stewart, purchased The Sports Authority when it wason y a -s ore c a n, oug ce ax, an acqu re or ers, nc., w en was on y a -s ore c a n. ese

were all significantly grown and eventually successfully IPOed.

Joe has also served on the Board of Directors of Shell Oil Company, Chrysler Corporation, Polaroid Corporation,Ziebart International, NBD Bank (ultimately acquired and merged into Bank One and then JPMorgan Chase),Michigan Bell, Economic Club of Detroit, and as a Trustee for the National Italian American Foundation and Antonini


.Chairman of the National Retail Federation and the National Minority Supplier Development Council and is a recipientof the Horatio Alger Award. A native of West Virginia, Joe holds a Bachelor of Science degree from West Virginia

University. Joe was recognized by the University as its most distinguished alumni.


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Board of Directors(cont)

Gary J. Giulietti, Director Gary J. Giulietti is a proven leader with over 35 years of experience, successful at establishing the vision

and strate ies necessar to build and row construction and related com anies into industr leaders. Mr.Giulietti is currently President of the Northeast operations and a member of the Executive Committee ofLockton Companies, LLC the worlds largest independently owned commercial insurance brokerage firmwith more than 3,800 associates and a premium volume exceeding $14 billion. Mr. Giulietti led theinitiative to expand Locktons market share worldwide, and further Locktons construction practice, whichhas grown to be one of the largest construction brokerage practices in the world, representing thousandsof construction and design clients, including 20 of the Top 100 Design Firms and several $1-$5 billionfirms. Mr. Giulietti assisted in the formulation of a construction industry focused Mergers & AcquisitionsPrivate Equity Practice, which now represents over 200 private equity firms and assists with their duediligence needs. Mr. Giuliettis practice advises over 150 major construction contractors

Previous to Lockton, Mr. Giulietti was Vice Chairman, Worldwide Construction for Willis where he oversaw

and managed a worldwide construction insurance practice consisting of domestic offices and 140international offices

Mr. Giulietti is an Advisory Board Member of Childrens Hospital Boston, a multi-billion non-profitorganization, that is the worldwide leader in pediatric care and research. It is affiliated with both the

-


. , , . .& World Report rated Children's Hospital Boston one of the nation's top hospitals specializing in pediatriccare. He is also a Board Member of 5 large, privately-held companies, ranging in size from $250 million to

$4.5 billion in annual revenues, who prefer confidentiality. These include 3 major construction companies


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Strate ic Advisors

Stephen W. Gropp, Strategic Advisor Steve Gropp has over 20 years of experience in advising and obtaining federal contracts and has a deep

knowled e of and established relationshi s within the commercial and overnment market lace. Thisincludes significant experience with the budget and appropriations processes

Mr. Gropp is currently the Director of Sales and Product Engineering for Computer Systems CenterIncorporated (CSCI). In this role, he oversees matters related to DoD Agencies, the Intelligence

Community as well as other facets of the government contract procurement process. In addition, he has' . , .

served as Senior Vice President of Raptor Networks Technology where he was the Federal GovernmentSales/Contracts Lead , engaged in multiple agency initiatives and successfully garnered the company'sfirst DoD Agency contract. Prior to Raptor Networks, Mr. Gropp was a Director of Hosting and ManagedServices - Sales & Engineering for Quest Communications. In this position, Mr. Gropp was responsible forlarge enterprise data center engagements in both the commercial and government marketplace. During

his tenure, Qwest became one of the largest providers of hosting and managed services to the federalgovernment. Mr. Gropp achieved year over year quota attainment of 150% while the division grew fourfold and delivered significant profitability

Prior to these experiences, Mr. Gropp has held other positions of leadership where he was responsible for


industries marketing to commercial and government clients

Mr. Gropp received his B.S. from Georgetown University


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Strate ic Advisors(cont)

Steven S. Antebi, Strategic Advisor Steve Antebi is the President and Chairman of the Board of Maple Capital Management, an equity

.Geovax, a NIH funded Company seeking a therapeutic solution and cure for A.I.D.S. and hasserved as Chairman of the Board of Epinex Diagnostics since 2009. Epinex applies expertdiagnostic technology in the quantitative analysis of glycated albumen, a superior marker for

diabetic control.

Mr. Antebi had a long tenure at Bear Stearns & Company in senior positions including institutionalsales, trading of the firm's capital, investment banking, and syndicate. He started at Bear Stearnsin 1973 as a limited partner and left the firm in 1991 as a shareholder and managing director.

Mr. Antebi has been a member of the Board of Governors of Cedars Sinai Hospital in Los Angeles. .

also involved with Coach for Kids, the arm of Cedars Sinai that provides mobile medical units,caring for inner city children, living below the poverty line.

Mr. Antebi has a BA from University of California, Los Angeles where he graduated Phi Beta


Law. Since graduation, he has worked extensively in collaboration with different academic andgovernmental organizations.


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DefinitionsConstruction Surety Bonds:

Construction Surety Bonds: Most government and many privateconstruction projects require a surety bond. This is similar to an insurancepolicy whereby the company providing the surety bond guarantees that theconstruction company will fulfill its obligations to the original developer. In theevent that the obligations are not met, the surety bond provider will pay thedeveloper any losses due to the failed obligations of the construction company

A suret bond is a contract amon at least three arties:

The Obligee: Party who is the recipient of an obligation,

The Principal: Primary party who will be performing the contractualobligation, and

The Surety: Party who assures the obligee that the principal can performthe task



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DefinitionsContract Bonds

Contract bonds: They are used very frequently in the construction industry,are a guarantee from a Surety to a project's owner (Obligee) that a generalcontractor (Principal) will adhere to the provisions of the terms of thecontract. Examples of these types of bonds include:

Bid Bond: Guarantee that a contractor will enter into a contract

Payment Bond: Guarantee that a contractor will pay for services andma er a s,

Performance Bond: Guarantee that a contractor will perform the work asspecified by the owner, and

a n enance on : uaran ee a a con rac or w prov e ac y repa r

and upkeep for a specified period of time



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DefinitionsThe Miller Act

Under the Miller Act, payment and performance bonds are required for generalcontractors on all U.S. federal government construction projects where the contractprice exceeds $100,000

Federal law requiring contract surety bonds on federal construction projects is knownas the Miller Act (40 U.S.C. Section 3131 to 3134). This law requires a contractor on afederal project to post two bonds: a performance bond and a labor and material

payment bond. A corporate surety company issuing these bonds must be listed as a, . .

issues each year

The Miller Act payment bond covers subcontractors and suppliers of material who havedirect contracts with the prime contractor. These are called first-tier claimants.u con rac ors an ma er a supp ers w o ave con rac s w a su con rac or, u

not those who have contracts with a supplier, are also covered and are called second-tier claimants. Anyone further down the contract chain is considered too remote andcannot assert a claim against a Miller Act payment bond posted by the contractor


Many states in t e U.S. ave a apte t e Mi er Act or use at t e state eve . T esestate statutes may be referred to as, "Little Miller Acts"


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DefinitionsThe Miller Act (cont.)

The Miller Act provides that, before a contract that exceeds $100,000 in amount forthe construction, alteration, or repair of any building or public work of the UnitedStates is awarded to any person, that person shall furnish the federal governmentw e o ow ng:

A performance bond in an amount that the contracting officer regards asadequate for the protection of the federal government

A separate payment bond for the protection of suppliers of labor and materials.The amount of the payment bond shall be equal to the total amount payable bythe terms of the contract unless the contracting officer awarding the contractmakes a written determination supported by specific findings that a paymentbond in that amount is im ractical in which case the amount of the a ment

bond shall be set by the contracting officer. The amount of the payment bondshall not be less than the amount of the performance bond


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