Alpha Prospects Limited
(“Alpha” or the “Company”)

Warrants Letter

Dear Sir or Madam

Alpha Prospects Limited (“the Company”)

Warrants to subscribe for new Ordinary Shares at 2.0p per share (“Warrants”)

One Warrant for every 10 Ordinary Shares held

The Directors of the Company have resolved that warrants are to be issued to the present shareholders of the Company carrying the right to subscribe for new Ordinary Shares at an issue price of 2.0p per share. The Warrants will be issued in the ratio of one Warrant for every ten Ordinary Shares of the Company held by those on the Register of Members on 21^st December 2018. The Warrants may be exercised (minimum being 5,000 ie £100) by subscribing for new Ordinary Shares in the period to 28^th February 2019.

The purpose of the issue of Warrants is to allow the Company and its shareholders to participate in the development of its investee companies, in particular;

the development and growth of Tasmanian Oil and Gas Australia Limited. Alpha is part of an international consortium supporting the project. External A$45 million funding has been agreed and we expect completion in early 2019;

the new environmentally friendly combustion engine design being developed by Siam Industrial Ceramics Co., Ltd.. The company currently has working engines in both Thailand and Melbourne undergoing testing and we are looking to develop a further model in California.

The exercise price of the Warrants which is set at a rate of 2.0p per share compares to the market price of 5.5p which was the last Placing price in 2018.

The Warrants are constituted by a Warrant Instrument dated 21^st December 2018 that has been executed by the Company. Each shareholder will receive a certificate in respect of the number of Warrants issued to that shareholder, based on an allocation of one warrant for every ten Ordinary Shares held on 21^st December 2018. Fractional entitlements will be ignored. A total of 36,660,575 Warrants are to be issued. The Warrants are required to be exercised prior to 28^th February 2019.

The terms and conditions that apply to the Warrants are contained in the Warrant Instrument, a copy of which is enclosed with this letter, and are summarised below:

• Each Warrant entitles the holder to subscribe for one new Ordinary Share.
• The exercise price of the Warrant is 2.0p per share to be paid in cash to the Company on exercising the Warrants. (minimum £100)
• To exercise the Warrants, the holder must send a notice of exercise indicating the number of Ordinary Shares in respect of which the Warrants are being exercised accompanied by a cheque for the total amount being subscribed for the Ordinary Shares to be issued at the exercise price.
• An Exercise Notice duly completed by the holder of the Warrant is to be sent to the Company at c/o Lothbury, 6^th Floor, 131 Cannon Street, London, EC4N 5AX marked for the attention of Christopher Foster. The relative Warrant Certificate is to accompany the Exercise Notice.
• The period in which the Warrants may be exercised expires on 28 ^th February 2018. Any Exercise Notice received after that date will not be effective.
• The Warrant Instrument contains terms that apply a measure of protection to the rights of the Warrant holders, but, given the relative short period in which the Warrants may be exercised, these measures are unlikely to be invoked.
• In particular, the price and the number of Warrants may be adjusted to take account of certain kinds of capital restructuring such as the sub-division or consolidation of Shares. Further issues of Shares or movements in the market price are not taken into account.
• The Warrants may be transferred.

The tax consequences and effect of exercising the Warrants are not the subject of any advice given by the Company and those persons to whom Warrants are issued should consult their own professional advisers in relation to taxation aspects of the Warrants.

The summary of the terms that apply to the Warrants is not exhaustive and you are recommended to seek professional advice from your financial or legal advisers by reference to the Warrant Instrument and other material that has been provided to you in relation to the Warrants.

If you wish to raise any questions or comments in relation to the content of this letter please contact Christopher Foster at 07525 688 741

Yours faithfully,
Christopher Foster
CEO