An Investment Opportunity March 2017 DISCLAIMERS PAGE Important - - PowerPoint PPT Presentation

An Investment Opportunity

March 2017

DISCLAIMERS PAGE

Important Notice

• Reliance on this document for the purposes of engaging in any investment activity, including entering into a

Proposed Transaction, may expose the Recipient to a significant risk of losing all the sums invested.

• If the recipient is in any doubt about the investment to which this document relates, he should consult an

authorised person specialising in advising on purchases of, or investments in, shares of unlisted and listed companies.

• In particular, the document contains certain statements, estimates and projections with respect to Alpha

Prospects Limited (and it’s associated companies) and as to the market for its producers and services. Such statements, estimates and projections reflect various assumptions made by the management of Alpha Prospects Limited concerning anticipated results, which assumptions may or may not be correct.

• The information in this document will not form any part of a contract. Furthermore, it does not offer capable

acceptance and no binding commitment may be entered into on the basis of the document. Nor does anything in this document constitute any representation, warranty or indemnity, express or implied, by Alpha Prospects Limited, its directors, employees or agents, in relation to any proposed transaction and no such director, employee or agent has authority to make or give such representation, warranty or indemnity, whether orally or in writing. Confidentiality

• This document is strictly private and confidential, being for use only by the persons to whom it is addressed.

The document may not be copied or re-produced in any manner or passed to any third party ( other than the recipients professional advisers ) without prior written consent of Alpha Prospects Limited. The recipient may not discuss the information contained in the document with the financiers, suppliers, customers and employees of Alpha Prospects Limited without written consent. If the recipient does not continue with the Proposed Transaction this document must be returned to Alpha Prospects Limited.

• Investment in a business carries high risk as well as the possibility of high rewards. It is speculative and

potential investors should be aware that no established markets exist for the trading in shares in private

• companies. Before investing, potential investors are strongly advised to take advice from a person authorised

under the FCA who specialises in advising on investments of this kind.

• Alpha Prospects Limited is an investment holding company established in 2007.
• Alpha has made a number of investments in both public and private companies.

Two of these investments, Derlite Limited and Tasmanian Oil and Gas Australia Pty Ltd, are private companies both currently seeking to raise additional capital for specific projects. Investment in Alpha Prospects will provide see-through participation in these ventures.

• Following completion of this fundraising, the Board intends to use the funds to

support existing investments and to also identify and invest in additional companies that the Board believe have fast growth and/or strong recovery prospects.

• In addition to these two companies Alpha currently holds a further 6 listed and

unlisted investments. It has no debt and low running costs.

• Alpha Prospects was until recently a public company with shares trading on the

GXG exchange. Alpha has been taken private to facilitate these recent

• pportunities. However, the Board intends that the Company will re-list on an

appropriate platform in due course. In the meantime shares can be traded on the JP Jenkins platform.

INTRODUCTION

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CURRENT INVESTMENTS

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Derlite: Electronics manufacturing based in Thailand. 
 Alpha invested £325,000 TOGA: Developing a potential gas and oil field in Tasmania. 
 Alpha currently holds 20.9% directly, and 7.9% via its holding in Derlite, post new money. Active Energy: A European biomass company. 
 Alpha invested £200,000 ROK Stars: International company focused on building brands, including drinks and health & beauty. 
 Alpha has invested £470,000 Coleridge Resources Inc: US natural resource holding company.
 Alpha invested £980,000 and holds a 25% stake Angel Corporate Finance Limited: Corporate finance advisory business. 
 Alpha holds a 9.9% stake ROK Water: Water purification technology. 
 Alpha holds 126,465 shares ROK Global: An early stage venture capital business, primarily focusing on TMT. 
 Alpha invested £55,000

• Tasmanian Oil and Gas Australia Pty Ltd (“TOGA”) is a company specifically formed to explore

and then develop known oil and gas reserves in Tasmania Australia.

• Alpha has partnered with Derlite and funded an application for an oil and gas exploration

licence in central Tasmania. This licence application was made in January. The company has recently been advised that before a licence can be granted it must demonstrate that it has the financial resources to carry out the proposed work program.

• After extensive fundraising activities in Australia, Hong Kong and the United Kingdom, the

company has now received and accepted a non binding offer of a combined equity and debt facility of A$45 million. Documentation and due diligence is currently underway. The company hopes to complete this shortly, to allow drilling in 2017.

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• A number of key staff previously involved with the project have been contracted to join TOGA

when the licence is granted and exploration work can begin. Potential contractors have also indicated a willingness to support this new venture.

• As direct investment in TOGA is no longer available, investment in Alpha provides an alternate

method of participation.

• Alpha will have both an ongoing direct investment of 20.9% and a show through participation

by virtue of its investment in Derlite which will itself hold a 26.2% stake.

• The next slide is from the TOGA investor presentation and demonstrates the projected return
• n this opportunity.

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• Derlite is an electronics manufacturing company which specialises in the manufacture of

gas ignition systems for the white-goods appliance industry.

• The company, registered in Hong Kong, comprises a trading operation based in Hong

Kong, a factory in Thailand currently employing 160 staff, together with a distribution company, Gasignition Ltd, registered in the UK.

• Recently Derlite took a majority interest in Siam Industrial Ceramics. Initially the plan

was to produce ceramic insulators for use by Derlite.

• However, the partner in this business has invented a device that enables the on-demand

production of ammonia, without using hydrocarbons, which can be used as a fuel for motor vehicles.

• The ammonia is generated using an implosive vortex and a magnifying coil, from water

and nitrogen in the atmosphere. Once started, this process is self-sustaining.

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• It is now proposed that Siam Industrial Ceramics will develop these inventions and that

Derlite will produce a kit that can be retrofitted to all types of motor vehicles.

• Derlite has built proof of concept models and is now working on a prototype.
• The technology, once proven by practical application, can then be licensed and thereby

provide a revenue stream through royalty payments.

• The effect on the environment will be dramatic. A primary source of world pollution is

motor vehicle exhaust gases. The exhaust from this process will largely be recycled within the units.

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• Alpha is seeking to raise £3-5 million which will be applied as follows:

– An additional investment in Derlite which will:

• Support the development of Siam Industrial Ceramics, and the introduction of the first

application to Thailand. Derlite holds 51% of the equity in that company and will also directly benefit from manufacturing the units.

• Increase the percentage show through of the Derlite investment in TOGA from 3.7% to

7.9%. – To take up an option to acquire up to 6% of Britannia’s Gold Ltd. – Annual operating expenses for Alpha over the next three years, after that these will be covered by the dividend stream from TOGA and elsewhere. – Listing costs.

• On offer are 54,550,000 shares at 5.5 pence per share. Alpha currently has 353 million shares in

issue, so this offer if fully subscribed represents a stake of approximately 15% in the company. Alpha’s initial investment in Derlite was £325,000 which at that time represented 31.8% of the equity. Derlite has since increased its paid up capital and established Siam Industrial Ceramics with the consequence that Alpha’s current stake has been diluted to 14%. Alpha and Derlite have agreed heads of terms and the proposed £1 million investment would bring Alpha’s equity percentage back to 30%.

THE PROPOSITION

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Readers are reminded of the points noted in the Disclaimer - however

• Independent external investors in Tasmanian Oil and Gas Australia Pty Ltd have placed a current value of £28.1 million on

that company.

• Alpha effectively will have a 28.8% equity stake in TOGA:

– 20.9% or £5.9 million directly – 7.9% or £2.2 million through its 30% stake, post funding, post new investment in Derlite

• This is equivalent to 2.4 pence per Alpha share (enlarged capital).
• The value of the new investment in Derlite is assessed at 3.9 pence per share.

– This is calculated based on taking 50% of the contribution or gross margin for two years which would pass through to Alpha divided by the number of shares.

• The value of the other investments is 1.0 pence per share (net asset value in last published accounts)

– The balance of Derlite’s historic core business – Active Energy Group – The ROC group of companies – Coleridge Resources – Angel Corporate Finance

• Use of funds: £1m investment into Derlite, £1m Britannia’s Gold and £1m retained by Alpha, equating to 0.3 pence per share
• Assessed net asset value of Alpha is 7.6 pence per share, post funding.

VALUATION

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FUTURE TRANSACTION

Alpha has an option to acquire up to 6% of the Company

• Britannia’s Gold Ltd. (“BGL”), a British company, has been established to recover lost

gold cargoes and return them to the UK for the benefit of the Government, Investors and Merchant Marine Charities.

• To pay for munitions and goods in both World Wars, the British Government shipped gold

bullion worldwide with an estimated present day value of circa £300bn.

• Specialist research covering the maritime losses in both World Wars has been gathered
• ver the past 25 years resulting in a database of some 27 Terabytes of digitized
• information. Of the 7500 ships lost, this research has identified more than 700 to have

been specific gold & silver carriers.

• BGL has unique access to this research which provides for a clear strategy to identify

and locate the lost gold carriers. These shipwrecks are NOT War Graves but will be treated with utmost respect at all times. BGL has prioritised recoveries based on the “Cluster Principle”, whereby wrecks within close vicinity are grouped to ensure

• ptimisation.
• Working exclusively with IDM Exploration Ltd (“IDM”) and utilising tried and tested

modern day survey and salvage techniques, BGL’s board are confident these known cargoes are recoverable.

• The Company is raising £15m and Alpha have agreed to invest up to £1m.

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Britannia’s Gold

ROK Stars mission is to incubate, develop and deploy a portfolio of highly innovative ‘game - changing’ brands and products – all with real and significant USP’s - designed to compete with, and

• ut-perform, existing industry giants in a variety of categories.

ROK Stars PLC listed on the Stuttgart Stock Exchange in December 2012. The company was founded by US billionaire John Paul DeJoria and UK entrepreneur Jonathan Kendrick. www.rokstars.com

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Award winning products in its portfolio include :- Bogart’s Gin: www.bogartspirits.com ABK: www.abkbeer.com Aktienbrauerei in Kaufbeuren, Bavaria (approximately 70 miles west of Munich) has been producing the finest beers for more than 700 years. ROK Stars is marketing a range of these world-beating beers specifically for export from Germany under the logo ‘ABK – Since 1308’ Bogart’s Gin is small-batch, super premium distilled and lovingly crafted by artisans. Distilled in copper pot stills with fragrant juniper berries, five varieties of coriander, crushed macadamia nuts and freshly prepared citrus zests.

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Alpha Prospects invested £450,000 in 2013 and £20,000 in 2016 Graffiti Wine: Designed for total visual stand-

• ut on-shelf, Graffiti Wines are sourced from
• ff-the-beaten-path regions like Mumbai in

India, Compania in Italy and the Parras Valley in Mexico, using single varietal, vintage wines that include Chenin Blanc, Falanghina, Sauvignon Blanc, Aglianico, Syrah, Cabernet and various Champagnes. In simple terms, UB Real Irish is a blended Irish whiskey with a characteristically warm, smooth, round spirit overlaid with the influence of ageing in oak casks. Although quite dry, there is a sense of sweetness from having spent time in Bourbon casks and an underlying nutty complexity. Bogart’s Vodka: www.bogartspirits.com UB Real Irish Whiskey: www.realirishwhisky.com For the full drinks portfolio visit: www.rokdrinks.com Bogart’s Vodka is made from the highest quality American grains and column distilled 7 times in small batches, treated with the highest grade activated carbon and filtered down to 1 micron. Artisan is distilled to meet the discerning taste of the neat Martini drinker but it fits nicely in any drink.

ROK Water Technology plc understand the problems associated with water purification. The company’s technology removes contaminants from frack water and turns desalinated water into potable water which helps both humanity and the environment.

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Evaporation Ponds are used to remove contaminants Farmers in the developing world are experiencing a decline in their harvests In some parts of the world water quality is degrading daily

ROK Water Technology filters fouled water, removes hydrocarbons, arsenic, boron. chlorides, heavy metals, and salt resulting in pure, drinkable water. Alpha Prospects currently owns 126,465 shares www.rokwatertechnologies.com

Its main operational subsidiaries include:

• ROK Investment Group (holds IP for the portfolio of products and services),
• ROK Operations (European management and sales operational unit),
• ROK Mobile Protection (holds intellectual properties for the Homeland Security

software suit),

• ROK Americas Inc (manages operations in the Americas),
• ROK TV (a video streaming service for tablet and mobile devices),
• ROK Protective Technologies (Holds IP for a number of technologies from blast

protection to corrosion protection for oil pipes and structures)

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Alpha Prospects invested £50,000 in 2013 and £5,000 in 2016 www.rokglobal.com ROK GLOBAL PLC is a United Kingdom-based holding company acting as an early stage venture capital organization. Its principal investment aim is the Technology, Media and Telecommunications (TMT) industry segment.

Coleridge is a US natural resource holding company with coal rights in Kentucky spanning a significant acreage (23,000 sq. miles) in a prospective and well known area for coal production and development. However, with the continued global downturn in coal demand and the ever increasing pressure from environmentalists, the Board of Coleridge has taken the decision that the most suitable use of it's mineral assets is to leave them in-ground. The Company is aware of a number of innovative methods being explored to extract coal without damaging the environment and without having any impact on emissions or contributing to Global Warming. Consequently, discussions with a successful Waste to Energy (WTE) company have resulted in conditional agreement to utilise the in-ground coal assets as collateral for structuring a joint venture to underwrite the ongoing research and development of this important work. We hope to make a formal announcement in mid summer 2017 that will provide shareholders with more detail which will

• utline the benefits of adopting a responsible and futuristic approach to capitalising on the ownership of coal.

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Alpha purchased a 25% stake in Coleridge for £980,000 in shares in 2012

• Active Energy is a London quoted renewable energy, forestry management and

timber processing business. The company operates internationally across the entire timber supply chain - from forest to factory and fuel.

• Active Energy's vertically-integrated business units provide timberland development

services for forestry owners, industrial wood fibre for MDF manufacturers, and second-generation biomass coal replacement fuels for industrial power generators.

• Active Energy’s joint venture agreement with Biomass Energy Enhancements LLC,

formed specifically to develop the revolutionary CoalSwitch Drop-In Coal Replacement Technology, is to be consolidated within Active Energy. In March the company issued a £11.57m Convertible Loan Note to fund, primarily, the first commercial scale production plant, which is expected to be commissioned this year.

• The new fuel can completely replace coal in existing coal powered fire stations

without the need for expensive retrofitting.

• The company announced in September 2016 that turnover for the six months to 30th

June 2016 had increased to US$13.4m and gross profits were US$1.84m.

www.active-energy-group.com

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Alpha Prospects invested £150,000 in 2010 and £50,000 in 2013

Angel Corporate Finance is a rapidly growing corporate finance advisory house servicing growing smaller and medium sized enterprises with the right advice and access to capital. Following the addition of experienced and authorised corporate finance personnel, the company has applied to ISDX Market to become an approved Corporate adviser and as a result looks forward to a active 2017. Angel expects to bring four companies to market during the year, generating income of circa £200.000 net. In addition the Company is promoting a new project in conjunction with various leading UK corporate entities which the Directors believe will bring Angel considerable exposure during the early months of 2017 and which should again generate incremental projects and fees. Angel provides corporate advisory services to both quoted and un-quoted companies. The range of services include:

• Corporate Finance
• Fund raising and advising on flotations
• Mergers and acquisitions
• Lead advisory, strategic and exit route advice

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Alpha purchased a 9.9% stake in May 2014

CHRISTOPHER FOSTER – CHIEF EXECUTIVE OFFICER

Christopher Foster was appointed as a Director of Alpha Prospects Limited on 27th November 2007. He previously served as a founding Director of Chase Corporation Limited. In 1985, Chase Corporation Limited was responsible for an extensive acquisition programme which centred on the purchase of five publicly-listed companies. These assets were subsequently acquired by Trafalgar House Limited for £197 million in 1987, where Mr Foster was retained as manager of their £1bn pension fund. He became a Director of Wiggins Group Limited in 1993, where Mr Foster held Board responsibility for corporate activities and investor relations, until 2005. He was also an Executive Director of Active Energy Group Limited, an AIM listed company, between 2007-2012 and remains a major shareholder.

BOARD OF DIRECTORS

While Chairman of Active Energy, Christopher was invited to No. 10 on a number of occasions to advise on UK power generation.

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STEVEN FREUDMANN – NON-EXECUTIVE CHAIRMAN

Dr Steven Freudmann was appointed as a Chairman of Alpha Prospects Limited in November 2007. The owner of Wales' largest independent travel agency business from 1967 until 1995 (when he sold to Airtours Limited), Steven was a director of ABTA for eighteen years and was its President from 1997 until 2000. In 2001 he was elected Chairman of the Institute of Travel and Tourism and in 2005 he became Chairman of Advantage Travel Centres. In 2008 he was appointed Chairman of the Triton Travel Group. In July 2009 Steven was awarded a Doctorate by Leeds Metropolitan University in recognition of his major contribution to the travel and tourism industry.

BOARD OF DIRECTORS

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SHAREHOLDER INFORMATION (as of March 2017)

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Issued Shares: 353,736,077 Last Placing Price: 5.5p Capitalisation: £19.45m Directors’ Shares: 28.3% Alpha Prospects holds 28,009,370 Ordinary Shares in Treasury

Directors’ Shareholdings Director

• No. Shares Held

% Shares Held Christopher Foster 90,425,973 25.6 Steven Freudmann 9,757,000 2.8 Other Significant Shareholders Shareholder

• No. Shares Held

% Shares Held TV1 2 Limited 35,205,792 9.9 ROK Stars PLC 19,800,000 5.6 Lunbros 19,434,666 5.5 Derlite Ltd 17,462,549 4.9 Tony Freudmann 14,280,000 4.0 Active Energy Group PLC 13,772,095 3.9

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SHAREHOLDER DEALING

• The Company uses JP Jenkins Limited, the largest European platform exchange for

unlisted securities.

• JP Jenkins allows certain unquoted and unlisted companies who have a freely transferable

share structure to have their shares dealt via the matched share trading service and is the

• ldest and largest exchange platform for unlisted companies.
• Its mission is to provide an efficient process of connecting buyers and sellers of unlisted

company shares.

• JP Jenkins was a founding member of the AIM and Ofex markets.
• To trade shareholders must advise their broker who in turn will contact JP Jenkins.

www.jpjenkins.com

COMPANY DETAILS

PUBLIC RELATIONS:

LOTHBURY FINANCIAL SERVICES

6th Floor
 131-133 Cannon Street
 London
 EC4N 5AX AUDITORS: SHIPLEYS LLP Chartered Accountants 10 Orange Street Haymarket London WC2H 7DQ REGISTERED OFFICE: Unit 13
 Princes Drive Estate
 Kenilworth
 Warwickshire
 CV8 2FD COMPANY REGISTRATION NUMBER: 0581357 www.alphaprospects.com LAWYERS: BRACHER RAWLINGS LLP 77, Kingsway London WC2B 6SR REGISTRAR: SHARE REGISTRARS LTD The Courtyard
 17 West Street Farnham
 Surrey
 GU9 7DR CORPORATE ADVISER: PETERHOUSE CORPORATE FINANCE LIMITED 3 New Liverpool Street 15, Eldon Street London EC2M 7LZ

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