IPO of Sona Petroleum Berhad (Sona Petroleum or Company)Fact Sheet

Sona Petroleum Berhad (Sona or the Company) is a SPAC which is formed for the acquisition of assets (QualifyingAcquisition) in the Exploration & Production (E&P) phases of the oil and gas (O&G) value chain. The Company was formedby a group of O&G veterans who are senior executives with extensive technical expertise, operational experience across theE&P phases as well as experience in the management of significant global O&G companies and businesses in the O&G industry.

Company Overview

IPO Structure

Initial Public Offering 1,100,000,000 shares (78% of enlarged share capital)

Retail Offering Institutional Offering

50% Bumiputera50% Non-Bumiputera

Up to 176,340,000 to MITI approved Bumiputera Investors12.5% of enlarged share capital

Up to 782,660,000 to Malaysian & foreign institutional investors 55.5% of enlarged share capital

Up to 959,000,000 shares (68% of enlarged share capital)141,000,000 shares (10% of enlarged share capital)

Enlarged share capital upon Listing: up to 1,410,714,300 Shares Free detachable warrants (1 Warrant for every 1 Sona Petroleum share subscribed at IPO)

IPO Price: RM0.50 per Share Fundraising Size: up to RM550m Listing: Main Market of Bursa Securities

Salient Terms of Free Detachable Warrants

Expiry Date Expiry Date n 5 years from Listing if QA is completed within 3 years from Listing (Permitted

Timeframe) ORn 3 years from Listing if QA is not completed within the Permitted Timeframe

n 5 years from Listing if QA is completed within 3 years from Listing (Permitted Timeframe) OR

n 3 years from Listing if QA is not completed within the Permitted Timeframe

Exercise Period Exercise Period n Warrants can be exercised anytime during the period commencing from and inclusive of the date of completion of QA until the Expiry Daten Warrants can be exercised anytime during the period commencing from and

inclusive of the date of completion of QA until the Expiry Date

Exercise Price Exercise Price n RM0.35 per Warrant n RM0.35 per Warrant

Listing Listing n Main Market of Bursa Malaysia Securities n Main Market of Bursa Malaysia Securities

Exercise Rights Exercise Rights n Each Warrant shall entitle the holder to subscribe for 1 new Share at the Exercise Price during the Exercise Periodn Each Warrant shall entitle the holder to subscribe for 1 new Share at the

Exercise Price during the Exercise Period

Utilisation of IPO Proceeds Minimum Scenario Maximum Scenario

Purpose Expected Timeframe from Listing RM000 RM000

Acquisition of asset(s) Within 3 years 135,000 495,000

Working Capital Within 3 years 19,073 46,616

Estimated Listing Expenses Within 1 month 8,749 21,206

Gross Proceeds 162,822* 562,822^

Management Team

Initial Investors

Sale of Shares & warrants can only be done upon completion of the QA on a staggered basis at a maximum of 50% in the 1st year after QA and remaining 50% in the 2nd year after QA.

Sale of shares can only be done upon completion of the QA. No restriction imposed on the warrants. Initial Investors may sell the warrants in the market upon listing.

Lock-Up by Management Team & Initial Investors

Notes: *Minimum Scenario: based on fundraising size of RM150m at IPO which is the minimum amount to be raised by a SPAC as required by the SC in the Equity Guidelines. Gross proceeds of RM162,822,000 include proceeds from Management Team (via Platinum Autumn) of RM2,822,000 and Initial Investors of RM10,000,000 (Management and Initial Investors portion) ^ Maximum Scenario: based on fundraising size of RM550m. Gross proceeds include management team and Initial Investors portion.

Strictly Private & Confidential

Acquisition of Assets IPO of Sona Petroleum Berhad (Sona Petroleum or Company)

Fact Sheet

Regions of Interest Regions of Interest

Target AssetsTarget Assets

ASSETS RESOURCES/RESERVES

Exploration Prospective resources between 100 400 million bbl

Development/Production

Proved reserves/contingent resources between 5 30 million bbl

Desired PortfolioDesired Portfolio 30% Exploration, 70% Production30% Exploration, 70% Production

Rate of ReturnRate of Return Minimum Internal Rate of Return of 15%Minimum Internal Rate of Return of 15%

Type of InterestType of Interest To acquire controlling rights/equity interests in target asset(s)To acquire controlling rights/equity interests in target asset(s)

Opportunities Opportunities Assets which IOCs, NOCs and large Independents no longer find strategic due to factors such as sub-optimal size of the assets, and shift in focus and portfolio of the companiesOperators in need of financing for exploration, development and production

Type of Asset Type of target resources Key Criteria

Exploration Prospective resources Onshore and offshore shallow water depths (

Sona Petroleum Team IPO of Sona Petroleum Berhad (Sona Petroleum or Company)

Fact Sheet

The Directors and Management of Sona Petroleum have professional, technical and operational expertise and experience in:ALL ASPECTS OF E&P - drilling, petroleum/reservoir engineering, geophysical, geotechnical, exploration prospects evaluation, green field

development, brown field redevelopment, production operations, contracting and procurementMANAGEMENT OF SIGNIFICANT REGIONAL AND GLOBAL INTEGRATED O&G COMPANIES and BUSINESS across many countriesNETWORK and BUSINESS RELATIONSHIPS with local governments, regulators, state oil companies and industry players in various oil and

gas producing regionsO&G MID& DOWNSTREAM + BUSINESS DEVELOPMENT - Marketing, Trading, Planning, New Business DevelopmentCORPORATE ADVISORY - Financial Management, Mergers, Acquisitions and DisposalsOTHER OPERATIONS - Corporate Governance, Risk Management and Legal Management

Postings in Shell: Netherlands, Malaysia, Norway, Brunei, Nigeriaand the UAE, mainly in Abu Dhabi & Dubai.

Responsible for drilling/O&G operations in the North Sea & North ofthe Polar Circle, Nigeria, Brunei. Ex-Vice President (Production) ofShell in charge of O&G production in the UAE, Egypt, Syria, Iran,Pakistan and start-up activities in Siberia. Ex-General Manager ofADCO (2001-2005), largest O&G company in the UAE.

Expertise in all aspects of engineering drilling operations in the E&Pindustry with previous working experience in Shell for 12 years.

Founder of IPTASCORP Sdn Bhd (renamed to Marubeni ItochuTubulars Asia Oilfields Services (M) Sdn Bhd. CEO of IntegratedPetroleum Services Sdn Bhd (2006). Currently, Dato Sri Hadian isthe Non-Executive Director of Baker Hughes group of companies,Sobena Offshore Inc Sdn Bhd, Hendroff Holdings, Hendroff MudEngineering Services Sdn Bhd

Appointed to the boards of various companies within DRB-HicomGroup from 1992 to 2006.

Dato Maznah is currently the Chairman of SCS Global Advisory (M)Sdn Bhd, independent Non-Executive Director of Pavilion RealEstate Investment Trust & Prestariang Bhd.

Ex-Head of Offshore Operations in Engineering at NAM, Netherlands& ex-Vice President Commercial Operations & BusinessDevelopment (Global) at Shell. Myo was responsible for globaloperations of E&P services at Shell Global (2000-2007).

Co-founded PT Tranaco Utama in 1977. Chairman, GASEX (2012), Executive Committee - International Gas

Union representing Indonesia, Vice-Chairman - Indonesia Chamberof Commerce & Industry, President (1984-1990) - Indonesian PipelineIndustry Association, President (2000-2010) & currently a VP of theUpstream Sector of the Indonesian Gas Association.

Board member of several subsidiaries and JV in MISC Group (2012) President of While Nile Petroleum Operating Company Ltd (2008-

2010) accountable for exploration, development & production inSudan.

Extensive experience locally & internationally (Middle East Asia &Africa). Last posting in PETRONAS Carigali in 2008 GeneralManager, International Operations.

Dato Khadar is currently the Independent Non-Executive Director ofAstro Malaysia Holdings Bhd, AirAsia Bhd, RHB Bank, RHBInvestment Bhd and RHB Capital where he is also the Chairman.

Ex- Federal Court Judge Malaysia. Currently serving in the JudicialAppointment Commission.

Currently, Head of Risk & Assurance in E&P business of PETRONAS Awarded Petroleum Engineering Lifetime Award by PETRONAS Chairman ASEAN Council on Petroleum (ASCOPE) National

Committee (2002-2009), Malaysian Oil & Gas Industry (CORALMalaysia (1998 2003).

Chairman of Shell Malaysia (2006- 2009) & Senior Advisor (2010). Current position - Independent Non- Executive Director of RHB Capital,

Shell Refining Company (FOM) Bhd, Digi.Com Bhd, Guinness Anchor Bhd(where he is also the Chairman), RHB Investment, Nusa Gapurna Sdn Bhd& Integrated Petroleum Services Sdn Bhd (where he is also the Non-Executive Chairman). Shareholder and director of Java Offshore Sdn Bhd,a service provider to the E&P segment of the O&G industry.

Accomplished geologist, experienced in all geological aspects of oiland gas. Andria is currently a Senior Geologist at Shell and waspreviously attached to Qatar Petroleum, Hess and PETRONAS.

Extensive experience in technical, operational & business aspects ofthe upstream O&G industry. Dr. Tan is currently the ReservoirEngineering Manager of Dialog with vast experiences in Shell &PETRONAS.

International team with a combined experience of ~300 years in the O&G industry

Strictly Private & Confidential

Special Purpose Acquisition Company (SPACs)Background Information

What is a SPAC?

Key Features of SPACs

Strictly Private & Confidential

n A SPAC is a company which has no operations or income generating business at the point of IPO but undertakes an IPO for the purpose of raising funds to acquire operating companies or assets, other known as Qualifying Acquisition.

n A SPAC is a company which has no operations or income generating business at the point of IPO but undertakes an IPO for the purpose of raising funds to acquire operating companies or assets, other known as Qualifying Acquisition.

n Malaysia is the only country in Southeast Asia that permits the listing of SPACsn Malaysia is the only country in Southeast Asia that permits the listing of SPACs

TransparencyTransparency

LiquidityLiquidity

Attractive Structure(Decouple units) Attractive Structure(Decouple units)

Tightly Regulated Tightly Regulated

n SPACs shares are publicly traded n SPACs shares are publicly traded

n SPACs are regulated by the SC E.g. Requirement of disclosure of material events, placement of proceeds in interest bearing trust/escrow, carve out proceeds for target acquisition, liquidation scenario, etc

n SPACs are regulated by the SC E.g. Requirement of disclosure of material events, placement of proceeds in interest bearing trust/escrow, carve out proceeds for target acquisition, liquidation scenario, etc

n The shares and warrants can be traded separately n Allows investors to correspondingly increase/decrease risk return profilesn Sale of warrants would effectively lower the overall cost of IPO investment

n The shares and warrants can be traded separately n Allows investors to correspondingly increase/decrease risk return profilesn Sale of warrants would effectively lower the overall cost of IPO investment

n SPACs are more transparent than private equity n SPACs are more transparent than private equity

n 90% of the IPO proceeds are held in interest bearing trust/escrow account n Investors will be able to regain most of their funds in the trust/escrow account if

the SPAC fails to generate an acquisition within the Permitted Timeframe

n 90% of the IPO proceeds are held in interest bearing trust/escrow account n Investors will be able to regain most of their funds in the trust/escrow account if

the SPAC fails to generate an acquisition within the Permitted TimeframeLimited downside risk Limited downside risk

Special rights to shareholdersSpecial rights to shareholders

Wider access of investment opportunities

Wider access of investment opportunities

Alignment of interest between management & investors to ensure that the QA is completed successfully within Permitted Timeframe

Alignment of interest between management & investors to ensure that the QA is completed successfully within Permitted Timeframe

Funds raised from management/initial investors are mainly used to defray listing expenses and for working capital for the initial stage pre-QA

Lock up imposed on management management may only trade the securities on a staggered basis upon completion of the QA

Funds raised from management/initial investors are mainly used to defray listing expenses and for working capital for the initial stage pre-QA

Lock up imposed on management management may only trade the securities on a staggered basis upon completion of the QA

n Opportunities for investors to tap on managements expertise to acquire asset(s)n Opportunities for investors to tap on managements expertise to acquire asset(s)

n Shareholders may vote to approve / reject the target Qualifying Acquisition (QA)n There will be a refund to dissenting shareholders in exchange for their shares

provided that the QA is completed within the Permitted Timeframe (3 years from Listing)

n Shareholders may vote to approve / reject the target Qualifying Acquisition (QA)n There will be a refund to dissenting shareholders in exchange for their shares

provided that the QA is completed within the Permitted Timeframe (3 years from Listing)

Key Investment Considerations

Special Purpose Acquisition Company (SPACs)Background Information

Overview of SPACs in Malaysia

Strictly Private & Confidential

n Sona Petroleum could potentially be the LARGEST SPAC in Malaysia based on the fundraising size of RM550m n Sona Petroleum could potentially be the LARGEST SPAC in Malaysia based on the fundraising size of RM550m

n The IPO price of Sona Petroleum is the LOWEST at RM0.50 per share n The IPO price of Sona Petroleum is the LOWEST at RM0.50 per share

n Management team of Sona Petroleum has injected the most proceeds (RM2.8m via Platinum Autumn) as compared to the other SPACs in Malaysia

n Management team of Sona Petroleum has injected the most proceeds (RM2.8m via Platinum Autumn) as compared to the other SPACs in Malaysia

SONA PETROLEUM HIBISCUS PETROLEUM CLIQ ENERGY

Fundraising size Up to RM550m RM235m RM364m

IPO Price RM0.50 RM0.75 RM0.75Basis 1 share: 1 warrant 1 share: 1 warrant 1 share: 1 warrant

Exercise price ofwarrants

RM0.35 RM0.50 RM0.50

Expiry date 5 years from Listing (if QA is completed within the Permitted Timeframe of 3 years from Listing

OR 3 years from Listing if QA isnot completed within thePermitted Timeframe

3 years from listing 3 years from listing

Exercise period From completion of QA up toExpiry Date

From completion of QA upto Expiry Date

From completion of QAup to Expiry Date

MITI offering Yes No No

Listing [July 2013] 25 July 2011 10 April 2013Market capitalisation* - RM644.2m RM394.3m

% return since IPO* - 219% 23%

Target sector O&G O&G O&GTarget QA E&P E&P E&PRegions of Interest Southeast Asia, Middle East and

AfricaSouth Asia, Middle-East,East Asia and Oceania

Asian and Oceania

% of investmentportfolio

Exploration 30%Production & development 70%

Not stated Exploration 25%Production &development 75%

Minimum target IRR 15% Not stated 15%

Managementsinvestment amount

RM2.822m RM1.056m RM1.723m

Managementssubscription price pershare

RM0.01 RM0.01 RM0.01

Managementsshareholding uponlisting

20% 20% 20%

Initial investors (IIs) RM10m RM10m RM9mIIs subscription priceper share

RM0.35 RM0.45 RM0.45

% discount to IPOprice

30% 45% 45%

Lock up InitialInvestors

Lock up imposed on the Shares.No lock up on trading ofWarrants

Lock up imposed on theShares. No lock up ontrading of Warrants-A

Lock up imposed on theShares. No lock up ontrading of Warrants

*as at 8 May 2013