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HL Acquisitions Corp.: Change Brings Opportunity Change Brings Opportunity Investor Presentation July 2018

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Page 1: HL Acquisitions Corp.hlacquisitions.com/wp-content/uploads/2018/07/HCCH... · Ltd., Sembcorp Marine Ltd. and Paragon Offshore Ltd., as well as under construction rigs from the Keppel

HL Acquisitions Corp.:Change Brings Opportunity

Investor PresentationJuly 2018

HL Acquisitions Corp.:Change Brings Opportunity

Investor PresentationJuly 2018

Page 2: HL Acquisitions Corp.hlacquisitions.com/wp-content/uploads/2018/07/HCCH... · Ltd., Sembcorp Marine Ltd. and Paragon Offshore Ltd., as well as under construction rigs from the Keppel

Disclosures

This presentation (the “Presentation”) has been prepared by HL Acquisitions Corp. (the “Company”). This Presentation has been preparedsolely for discussion purposes only. Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of itscontents, without the prior consent of the Company is prohibited.

This Presentation does not purport to contain all of the information that may be required to evaluate a possible transaction. ThisPresentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legaladvice. No representation or warranty, express or implied, is or will be given by the Company or any of its affiliates, directors, officers,employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written,oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction,and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions ormisstatements, negligent or otherwise, relating thereto. Accordingly, none of the Company or any of its affiliates, directors, officers,employees or advisers or any other person shall be liable for any direct, indirect or consequential loss or damages suffered by any person asa result of relying on any statement in or omission from this Presentation and any such liability is expressly disclaimed.

This Presentation contains forward-looking statements. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,”“intends,” “may,” “might,” “plan,” “possible,”“potential,” “predicts,” “project,” “should,” “would” as well as similar comments, are forward-looking in nature. The forward-looking statements contained in this discussion are based on the Company’s current expectations and beliefsconcerning future developments and their potential effects. There can be no assurance that future developments affecting the Company willbe those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ourcontrol) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied bythese forward-looking statements.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward looking statements whether as a result of newinformation, future events or otherwise. You should not take any statement regarding past trends, activities or performance as arepresentation that the trends, activities or performance will continue in the future. Accordingly, you should not put undue reliance on thesestatements. This Presentation is not intended to constitute, and should not be construed as investment advice.

This presentation (the “Presentation”) has been prepared by HL Acquisitions Corp. (the “Company”). This Presentation has been preparedsolely for discussion purposes only. Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of itscontents, without the prior consent of the Company is prohibited.

This Presentation does not purport to contain all of the information that may be required to evaluate a possible transaction. ThisPresentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legaladvice. No representation or warranty, express or implied, is or will be given by the Company or any of its affiliates, directors, officers,employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written,oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction,and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions ormisstatements, negligent or otherwise, relating thereto. Accordingly, none of the Company or any of its affiliates, directors, officers,employees or advisers or any other person shall be liable for any direct, indirect or consequential loss or damages suffered by any person asa result of relying on any statement in or omission from this Presentation and any such liability is expressly disclaimed.

This Presentation contains forward-looking statements. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,”“intends,” “may,” “might,” “plan,” “possible,”“potential,” “predicts,” “project,” “should,” “would” as well as similar comments, are forward-looking in nature. The forward-looking statements contained in this discussion are based on the Company’s current expectations and beliefsconcerning future developments and their potential effects. There can be no assurance that future developments affecting the Company willbe those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ourcontrol) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied bythese forward-looking statements.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward looking statements whether as a result of newinformation, future events or otherwise. You should not take any statement regarding past trends, activities or performance as arepresentation that the trends, activities or performance will continue in the future. Accordingly, you should not put undue reliance on thesestatements. This Presentation is not intended to constitute, and should not be construed as investment advice.

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Contents

Acquisition Criteria

Management Team

Market Landscape

o Shale Revolution

o IMO 2020

o Emergent Opportunities

Appendix

o Vehicle Description

Acquisition Criteria

Management Team

Market Landscape

o Shale Revolution

o IMO 2020

o Emergent Opportunities

Appendix

o Vehicle Description

3

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Our Acquisition Criteria

We intend to seek an initial business combination in the hydrocarbon logistics value chain that offers some combination ofthe following characteristics:

Smaller initial capital requirements (i.e., $50 to $200 million)

Located close to areas of rapid growth in energy demand or industries transitioning to cleaner burning fuels

Mid-to-late development stage, providing for very high expected returns while mitigating the risk associated with theinitial phases of development

Proven business with attractive bolt-on growth opportunity, but limited access to capital markets

Upstream production and refining, considered on an opportunistic basis

Could benefit from the substantial expertise, experience and network of our sponsor and management team

Squarely positioned to take advantage of growth trends

We intend to seek an initial business combination in the hydrocarbon logistics value chain that offers some combination ofthe following characteristics:

Smaller initial capital requirements (i.e., $50 to $200 million)

Located close to areas of rapid growth in energy demand or industries transitioning to cleaner burning fuels

Mid-to-late development stage, providing for very high expected returns while mitigating the risk associated with theinitial phases of development

Proven business with attractive bolt-on growth opportunity, but limited access to capital markets

Upstream production and refining, considered on an opportunistic basis

Could benefit from the substantial expertise, experience and network of our sponsor and management team

Squarely positioned to take advantage of growth trends

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Our leadership team has extensive operating and investment experienceacross petroleum production, services & logistics

Jeffrey SchwarzChairman and CEO

Rune Magnus LundetraeIndependent Director

Ajay KhandelwalIndependent Director

Primary providers of risk capital: Schwarz Family

Joel Greenblatt (Founder and Co-CIO of Gotham Capital)

Karen Finerman (CEO & Co-Founder of Metropolitan Capital Advisors, Panelist on CNBC’s Fast Money)

6

Our sponsors have structured their equity in the form of warrants (vs. units) as we strongly believe that thisopportunity offers significant upside potential over the long term

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Jeffrey Schwarz, Chairman & CEO

Jeffrey is the co-founder of Metropolitan Capital Advisors, Inc., a New York-based money management firm founded in1992. He served as Metropolitan’s Chief Investment Officer from the firm’s inception until his retirement in 2012.

Since 2012, Mr. Schwarz has served as the Managing Member of Metropolitan Capital Partners V LLC, the investmentvehicle of the Schwarz family office.

Previous Board Experience

Co-Chairman of the Board,Bogen Corporation

Chairman of the Board,Molopo Energy Ltd.

Board member,Cyberonics Inc.

Relevant Experience Key Executive Relationships

With an investment managementcareer that began in 1981, and witha focus on the oil & gas, oilservices, refining and marketing, MLPand shipping sectors Jeffrey has deepexperience in evaluating theopportunity set to be targeted by HLAcquisitions Inc.

Christian Andersen,CEO of Avance Gas Holding Ltd([email protected])

Carsten Mortensen,CEO of BW Group Ltd([email protected])

Gary Smith,Former CEO of Golar LNG Ltd([email protected])

Jens Gruner-HeggeCFO of Stolt-Nielsen Ltd.([email protected])

Co-Chairman of the Board,Bogen Corporation

Chairman of the Board,Molopo Energy Ltd.

Board member,Cyberonics Inc.

With an investment managementcareer that began in 1981, and witha focus on the oil & gas, oilservices, refining and marketing, MLPand shipping sectors Jeffrey has deepexperience in evaluating theopportunity set to be targeted by HLAcquisitions Inc.

Christian Andersen,CEO of Avance Gas Holding Ltd([email protected])

Carsten Mortensen,CEO of BW Group Ltd([email protected])

Gary Smith,Former CEO of Golar LNG Ltd([email protected])

Jens Gruner-HeggeCFO of Stolt-Nielsen Ltd.([email protected])

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Board of Directors

Rune Magnus Lundetrae

Mr. Lundetrae joined Borr Drilling Ltd. at the time of itsinception in December 2016. Since that time he hasserved in various capacities, currently serving as theDeputy Chief Executive Officer and Chief Financial Officer.He has played an instrumental role in helping build BorrDrilling into the world’s largest offshore driller in thepremium jack-up space, participating in the structuringand financing of acquisitions approaching $4b. BorrDrilling has effectively consolidated its sector withpurchases of the premium jack up assets of TransoceanLtd., Sembcorp Marine Ltd. and Paragon Offshore Ltd., aswell as under construction rigs from the Keppel Shipyardin Singapore.

From August 2015 to December 2016, Mr. Lundetrae wasa Managing Director and Head of Oil Services of DNBMarkets, the investment banking subsidiary ofDNB, Norway’s largest financial services group.

From 2012 to June 2015, he served as Chief FinancialOfficer of Seadrill Ltd, the world’s largest offshore driller.

Ajay Khandelwal

Since December 2017, Mr. Khandelwal has served as theChief Executive Officer of Chi Energie Private Limited, anIndian-based company seeking to broaden the access ofIndian energy consumers (includingindustrial/commercial, city gas distribution and heavyvehicle/buses transportation customers) to LNG.

From 2013 to September 2017, Mr. Khandelwal served asPresident (Petroleum and Production) of RelianceIndustries Limited, one of India’s largest oil companies.

From 2010 to 2013, Mr. Khandelwal served as ChiefExecutive Officer of Jubilant Energy, an E&P companybased in India.

From 2006 to 2009, Mr. Khandelwal served as aninvestment advisor to the family office of JohnFredriksen, one of the world’s largest owners of shippingand oilfield services businesses where he guided theinvestments of nine private equity funds in theU.S., Europe and Asia.

From 2001 to 2006, Mr. Khandelwal served in severalpositions with Shell International, most recently as LeadInvestment Finance Advisor, focusing on LNG businessdevelopment and upstream M&A.

Mr. Lundetrae joined Borr Drilling Ltd. at the time of itsinception in December 2016. Since that time he hasserved in various capacities, currently serving as theDeputy Chief Executive Officer and Chief Financial Officer.He has played an instrumental role in helping build BorrDrilling into the world’s largest offshore driller in thepremium jack-up space, participating in the structuringand financing of acquisitions approaching $4b. BorrDrilling has effectively consolidated its sector withpurchases of the premium jack up assets of TransoceanLtd., Sembcorp Marine Ltd. and Paragon Offshore Ltd., aswell as under construction rigs from the Keppel Shipyardin Singapore.

From August 2015 to December 2016, Mr. Lundetrae wasa Managing Director and Head of Oil Services of DNBMarkets, the investment banking subsidiary ofDNB, Norway’s largest financial services group.

From 2012 to June 2015, he served as Chief FinancialOfficer of Seadrill Ltd, the world’s largest offshore driller.

Since December 2017, Mr. Khandelwal has served as theChief Executive Officer of Chi Energie Private Limited, anIndian-based company seeking to broaden the access ofIndian energy consumers (includingindustrial/commercial, city gas distribution and heavyvehicle/buses transportation customers) to LNG.

From 2013 to September 2017, Mr. Khandelwal served asPresident (Petroleum and Production) of RelianceIndustries Limited, one of India’s largest oil companies.

From 2010 to 2013, Mr. Khandelwal served as ChiefExecutive Officer of Jubilant Energy, an E&P companybased in India.

From 2006 to 2009, Mr. Khandelwal served as aninvestment advisor to the family office of JohnFredriksen, one of the world’s largest owners of shippingand oilfield services businesses where he guided theinvestments of nine private equity funds in theU.S., Europe and Asia.

From 2001 to 2006, Mr. Khandelwal served in severalpositions with Shell International, most recently as LeadInvestment Finance Advisor, focusing on LNG businessdevelopment and upstream M&A.

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OurInvestment

Thesis

OurInvestment

Thesis

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The shale revolution is fundamentally reshaping global energy markets,creating new opportunities for investment across the value chain

The shale revolution, driven by innovations in horizontal drilling and hydraulic fracturing, has up-ended global energymarkets in both obvious and more nuanced ways:

o US crude production has grown from 5.5m barrels per day in 2010 (“b/d”) to an all-time record high of 10m b/d inlate 2017

o Domestic dry natural gas production has grown from 56 billion cubic feet per day in 2010 (“Bcf/d”) to 78 Bcf/d, whichhas enabled the US to become a net exporter of natural gas in 2017, increasingly in the form of LNG

o The market for LNG—which had historically only been available under very long-term contracts to buyers with thestrongest credit profiles—is becoming more flexible, opening the market to a much wider universe of buyers

The wider availability and flexibility of LNG, coupled with the greater awareness of environmental implications of fossilfuel use, is driving a fundamental change in patterns of energy consumption as both industrial and commercial usersincreasingly transition to natural gas as a primary source of energy. We believe this change signals the beginning of thesecond phase of the shale revolution:

The shale revolution, driven by innovations in horizontal drilling and hydraulic fracturing, has up-ended global energymarkets in both obvious and more nuanced ways:

o US crude production has grown from 5.5m barrels per day in 2010 (“b/d”) to an all-time record high of 10m b/d inlate 2017

o Domestic dry natural gas production has grown from 56 billion cubic feet per day in 2010 (“Bcf/d”) to 78 Bcf/d, whichhas enabled the US to become a net exporter of natural gas in 2017, increasingly in the form of LNG

o The market for LNG—which had historically only been available under very long-term contracts to buyers with thestrongest credit profiles—is becoming more flexible, opening the market to a much wider universe of buyers

The wider availability and flexibility of LNG, coupled with the greater awareness of environmental implications of fossilfuel use, is driving a fundamental change in patterns of energy consumption as both industrial and commercial usersincreasingly transition to natural gas as a primary source of energy. We believe this change signals the beginning of thesecond phase of the shale revolution:

Phase I(2003 – 2017)

Phase II(2018 – 2025)

US centric Large, expensiveprojects

Primarilyproducer oriented

Developingmarkets

Smaller, scalableprojects

Primarilyconsumer oriented

This second phase will present new opportunities for innovative, agile organizations to put capital towork creatively, and we seek to be an early player in this emergent market

9

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Phase I was characterized by large scale investments in domestic,onshore production and infrastructure projects

Phase I Phase II

“Lumpy” investment in onshore production, processing andinfrastructure (e.g., pipelines, terminals)

Focus largely US-centric, as oil majors have shifted theirupstream capital budgets away from offshore to concentrateon US land

Once the shale revolution proved the ability of producers toaccess America's enormous reserves of oil and naturalgas, major capital commitments were made in themidstream, to support the export of crude oil and LNG

Since 2010, U.S. crude oil production has grown by 10%annually to all-time record level of 10 mb/d in late 2017.Over the same period, dry natural gas production has grownby 5% annually to 78 Bcf/d

This has coincided with significant increases in domesticliquefaction capacity, as well as LNG exports, which havegrown to nearly 1.9 Bcf/d

Monthly Domestic Crude & Natural Gas Production, 2010-171

US centric Large, expensiveprojects

Primarily produceroriented

Developingmarkets

Smaller, scalableprojects

Primarilyconsumer oriented

60

65

70

75

80

7

8

9

10

11

Dry N

atural G

asP

rod

uctio

n (B

cf/d

)

Cru

de

Oil

Pro

du

ctio

n(m

b/

d)

“Lumpy” investment in onshore production, processing andinfrastructure (e.g., pipelines, terminals)

Focus largely US-centric, as oil majors have shifted theirupstream capital budgets away from offshore to concentrateon US land

Once the shale revolution proved the ability of producers toaccess America's enormous reserves of oil and naturalgas, major capital commitments were made in themidstream, to support the export of crude oil and LNG

Since 2010, U.S. crude oil production has grown by 10%annually to all-time record level of 10 mb/d in late 2017.Over the same period, dry natural gas production has grownby 5% annually to 78 Bcf/d

This has coincided with significant increases in domesticliquefaction capacity, as well as LNG exports, which havegrown to nearly 1.9 Bcf/d

50

55

60

5

6

7 Crude Oil

Natural Gas

Dry N

atural G

asP

rod

uctio

n (B

cf/d

)

Cru

de

Oil

Pro

du

ctio

n(m

b/

d)

0

2

4

6

8

10

12

14

0.0

0.5

1.0

1.5

2.0

2.5

2013 2014 2015 2016 2017

US Liquefaction Capacity

US LNG Exports

LNG

Exp

ort

s (B

cf/

d) Liq

uefactio

n C

apacity

(Bcf/

d)

Annual Natural Gas Liquefaction and LNG Exports, 2013-172

1. Monthly Crude Oil and Natural Gas Production, US Energy Information Administration2. Bloomberg New Energy Finance 10

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Phase II will be characterized by growing demand from the developingworld for cheaper, cleaner energy

The developing world will account for much of the increase inglobal energy demand, particularly in Asia, where energyconsumption is expected to grow by 51% between 2015-40

Asia is already the biggest importer of LNG, and greaterenvironmental awareness and favorable economics willaccelerate demand for LNG

o Shell projects that Asia will account for more than halfof incremental LNG imports between 2017-35

While capital investment will continue to be made inupstream and midstream segments domestically, returnswill be modest as the space is now dominated by large publiccompanies with low cost of capital

Higher returns will draw capital to projects closer to fastgrowing demand centers aiming to capitalize on theemergence of a more flexible market for LNG

o Indeed, spot deliveries accounted for nearly 30% of theglobal LNG market in 2017

Phase I Phase II

US centric Large, expensiveprojects

Primarily produceroriented

Developingmarkets

Smaller, scalableprojects

Primarilyconsumer oriented

Projected Energy Demand Growth by Region, 2015-401

400

600

800

Asia

Middle East & Africa

Qu

adri

llio

n B

tu

The developing world will account for much of the increase inglobal energy demand, particularly in Asia, where energyconsumption is expected to grow by 51% between 2015-40

Asia is already the biggest importer of LNG, and greaterenvironmental awareness and favorable economics willaccelerate demand for LNG

o Shell projects that Asia will account for more than halfof incremental LNG imports between 2017-35

While capital investment will continue to be made inupstream and midstream segments domestically, returnswill be modest as the space is now dominated by large publiccompanies with low cost of capital

Higher returns will draw capital to projects closer to fastgrowing demand centers aiming to capitalize on theemergence of a more flexible market for LNG

o Indeed, spot deliveries accounted for nearly 30% of theglobal LNG market in 2017

LNG

Im

po

rts

(bcm

)

0

200

400

2015 2020 2030 2040

Americas

Europe

OECD

Projected LNG Imports by Region, 2017-352

Qu

adri

llio

n B

tu

1. International Energy Outlook 2017, US Energy Information Administration2. Shell LNG Outlook 2018 11

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In parallel, a greater focus on environmental protection in the marineshipping space will create unique, intermediate-term opportunities

Fuel used in the shipping industry currently represents ~6% ofglobal consumption of refined oil products

New fuel regulations aimed at reducing sulfur emissions areslated to begin in 2020, which will require shippers to eitheremploy scrubbers or switch to compliant marine fuels with asulfur content of no more than 0.5% (vs. current limit of 3.5%)

Most analysts predict shipowners will opt for compliant fuel, dueto the stressed state of shipowner balance sheets, concernsaround their ability to pass on the capital expense of scrubbers tocharterers, and uncertainty about the performance implications ofscrubbers on vessel operating efficiency

Global refining systems will be very challenged to meet newdemand for low-sulfur products. Ripple effects will likely be feltacross the refined product sector:

o Significant expansion in price spread between compliantfuels (e.g., marine gasoil and ULSD vs. HFO)

o Development of LNG as a marine fuel, stimulating earlyinvestment in logistical / distribution infrastructure tosupport LNG bunker facilities

o Investment in refinery upgrades to extract more high-valueproducts from HFO, which will be undesirable after 2020

Marine Fuel Demand 2017 vs. Projected 2020(normalized to 5.5m b/d)1

4.0

0.8

0.3

3.0

1.2 1.7

2

4

6

Gasoil

ULSD

HFO 3.5%

Mar

ine

Fuel

Co

nsu

mp

tio

n(m

b/

d)

Fuel used in the shipping industry currently represents ~6% ofglobal consumption of refined oil products

New fuel regulations aimed at reducing sulfur emissions areslated to begin in 2020, which will require shippers to eitheremploy scrubbers or switch to compliant marine fuels with asulfur content of no more than 0.5% (vs. current limit of 3.5%)

Most analysts predict shipowners will opt for compliant fuel, dueto the stressed state of shipowner balance sheets, concernsaround their ability to pass on the capital expense of scrubbers tocharterers, and uncertainty about the performance implications ofscrubbers on vessel operating efficiency

Global refining systems will be very challenged to meet newdemand for low-sulfur products. Ripple effects will likely be feltacross the refined product sector:

o Significant expansion in price spread between compliantfuels (e.g., marine gasoil and ULSD vs. HFO)

o Development of LNG as a marine fuel, stimulating earlyinvestment in logistical / distribution infrastructure tosupport LNG bunker facilities

o Investment in refinery upgrades to extract more high-valueproducts from HFO, which will be undesirable after 2020

Premium of 1% SFO over 3.5% SFO2

0.80

2017 2020

Mar

ine

Fuel

Co

nsu

mp

tio

n(m

b/

d)

HiL

oS

pre

ad (

$/

MT

)

1. IMO2020 Report, SEB2. Countdown to IMO 2020, Morgan Stanley 12

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Greater flexibility and availability in natural gas markets, along with newregulatory efforts, will create ample investment opportunities across thevalue chain

We expect that outside the US these market shifts will require significant investment across the hydrocarbonecosystem, with new commitments needed in three primary opportunity areas:

Supporting the transition of existing industry to new feedstocks and sources of energy (e.g., petrochemical plants thatwill use NGLs in lieu of crude oil derivatives; natural gas to replace diesel in heavy industry, commercialtransportation, and power generation)

Facilitating consumer adoption on attractive pricing spreads vs. traditional fuel sources (e.g., natural gas and LPG toreplace petroleum products for heating / cooking)

Building incremental refining and processing capacity to meet incremental demand for cleaner sources of energy

We expect that outside the US these market shifts will require significant investment across the hydrocarbonecosystem, with new commitments needed in three primary opportunity areas:

Supporting the transition of existing industry to new feedstocks and sources of energy (e.g., petrochemical plants thatwill use NGLs in lieu of crude oil derivatives; natural gas to replace diesel in heavy industry, commercialtransportation, and power generation)

Facilitating consumer adoption on attractive pricing spreads vs. traditional fuel sources (e.g., natural gas and LPG toreplace petroleum products for heating / cooking)

Building incremental refining and processing capacity to meet incremental demand for cleaner sources of energy

Upstream / producer centric Downstream / end-user centric

Large, discrete projects / significant capital costs Small, scalable projects / lower capital costs

Refinery capacityexpansion

LNG bunkering anddistribution

Industrial and consumerhydrocarbon logistics

Refinery upgraderunits

Illustrative investment opportunity set

13

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We believe the best opportunities for superior risk-adjusted returns arein hydrocarbon logistics projects that focus on enabling end-user adoption

There will continue to be investment needed domestically in upstream and midstream projects, but we believe the excessreturns associated with the early phase of the shale revolution have been competed away

The more interesting, higher return investment opportunities will be found in businesses closer to the centers of demandgrowth—primarily in the developing world—with a greater focus on the logistics of distribution to the end-user

We seek to be an early player in this space, taking advantage of the excess returns associated with emergent downstreamopportunities that are beginning to ramp up around the globe as part of the second phase of this transformation

While we will evaluate upstream and midstream projects on an opportunistic basis, our scope will primarily be downstreaminvestment opportunities, with a focus on smaller-scale logistics projects in developing markets

There will continue to be investment needed domestically in upstream and midstream projects, but we believe the excessreturns associated with the early phase of the shale revolution have been competed away

The more interesting, higher return investment opportunities will be found in businesses closer to the centers of demandgrowth—primarily in the developing world—with a greater focus on the logistics of distribution to the end-user

We seek to be an early player in this space, taking advantage of the excess returns associated with emergent downstreamopportunities that are beginning to ramp up around the globe as part of the second phase of this transformation

While we will evaluate upstream and midstream projects on an opportunistic basis, our scope will primarily be downstreaminvestment opportunities, with a focus on smaller-scale logistics projects in developing markets

Our primaryacquisition focusProjects we will target and evaluate on an opportunistic basis

Illustrative investment opportunity set

14

Upstream / producer centric Downstream / end-user centric

Large, discrete projects / significant capital costs Small, scalable projects / lower capital costs

Refinery capacityexpansion

LNG bunkering anddistribution

Industrial and consumerhydrocarbon logistics

Refinery upgraderunits

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AppendixAppendix

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Why is a SPAC the ideal investment vehicle?

The Special Purpose Acquisition Company offers a unique set of advantages vs. more traditional vehicles:

Only transactions with strong shareholdersupport will beapproved, otherwise, SPAC is liquidatedin 18 months

Sponsor funds IPO expenses and workingcapital, which are not refunded in theevent the SPAC is liquidated

Valuation of sponsor Founder’s Sharesand warrants aligned with shareholders

Publicly traded units provide investors withflexible trading strategy

Access to public markets for growthcapital, including using public currency forbolt-on acquisitions

SPAC provides target owners a longer termexit that is aligned with shareholders

Management access to proprietary deal flow

Public company provides negotiating leverage with targetcompanies as alternatives are limited

Facilitates Deal Flow

Only transactions with strong shareholdersupport will beapproved, otherwise, SPAC is liquidatedin 18 months

Sponsor funds IPO expenses and workingcapital, which are not refunded in theevent the SPAC is liquidated

Valuation of sponsor Founder’s Sharesand warrants aligned with shareholders

Publicly traded units provide investors withflexible trading strategy

Access to public markets for growthcapital, including using public currency forbolt-on acquisitions

SPAC provides target owners a longer termexit that is aligned with shareholders

15