Stingray Partners LimitedStingray Infrastructure One Limited –April 2015An Investment Holding & Portfolio CompanyEuro 100-150 Million Open-Ended Hybrid Structure, Domiciled in Malta for EU Marketing Purposes-N.B. Draft Prepared in 2012-2013 Anticipated Launch: Q’2 2016

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Stingray Partners Limited - Overview

Stingray Partners Limited (“Stingray Partners”) is an international strategic & tactical investment advisory and business management consultancy company.

Stingray Partners is a first of its kind, hybrid international investment vehicle, Stingray Infrastructure One Limited, (“SIO”), an investment holding and portfolio management company to-be-domiciled in Malta and raising investment funds of Euro 100 – 150 million in the form of common shares to be sold in a combination of cash and notes.

SIO acquires both majority and minority equity participations in companies meeting our strict selection criteria in the following non-correlated, infrastructure investment areas including: renewable energy w/guaranteed sovereign subsidy or other tax incentives (solar, wind, hydro), conventional energy (oil and gas), mining and natural resources, agribusiness, information technology, aviation and other opportunistic special situations.

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Stingray Partners Limited – Overview (Cont’d)

Stingray Partners Limited provides advisory and consulting services to the individual portfolio companies in which SIO invests to ensure the achievement of compelling short and medium term target return described in the SIO Key Investment Selection Criteria

In making the final determination of the companies in which SIO should invest, Stingray Partners will apply the highest levels of risk management, strategy, tactics and execution while employing a Protected Cell Company structure along with best cross border tax structures. No US residents or US companies will be permitted in this first SPV. EU investors primarily targeted.

In searching out suitable companies for an initial investment round, Stingray Partners has specifically selected enterprises in its pipeline that we believe will prosper in good as well as bad economic and turbulent geo-political times. This selection approach is particularly pertinent in light of the economic and political uncertainty in existence globally presently .

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The Stingray Investment Opportunity

Malta domiciled investment holding company with Protected Cell Company structure

Focused on infrastructure business opportunities Application of the highest levels of risk management

Capable of achieving a minimum Euro 150-250 million of revenue within 3 - 4 years of commercial operations after SIO investment.

Have game changing technologies, products and intellectual property. Potential to become a best of breed enterprise in its sector, and achieve

global breadth and reach within a 3-4 year time frame. Managed by a strong team of senior executives with proven track records

supported by well-known, highly regarded industry experts on the board of directors and advisory board.

Capable of achieving annual ROI’s exceeding 30-35%. Capable of achieving premium valuations at time of sale or other liquidity

event equal to a multiple of at least 5X-10X on initial investment.

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The Stingray Investment OpportunityS

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The common stock investment will be structured as follows:

Cash equity capital contribution 20%

3 Year interest bearing Promissory Note (6% cumulative interest in first position recoupment upon any portfolio company asset sale) 80%

Equity Ownership:

Investors 60%

Stingray Partners - Investment Managers, Board & Management* This profit participation commences only upon repayment of Investor Promissory Notes plus all accrued interest.

40%*

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Investment TermsTe

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SIO Manager/Advisor: Stingray Partners Limited, a Mauritius limited liability company

Philosophy:Minority and majority equity interests in portfolio companies controlled by management and/or board of directors

Structure: Investment Holding Company with pass-through distributions to shareholders on sales of assets.

Eligible Investors: Accredited HNW Individuals, Family Offices and Institutions

Investment Total: Euro 100 million with Euro20 million first closing

Minimum Investment: Euro250,000 for individuals , Euro 1 million for family offices ,and Euro 5MM for financial institutions.

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Allocation of FundsA

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Type of Investment Form DeploymentAmounts

Direct equity investmentCommon, convertible preferred or other equity structure

Total: Euro 70 millionminimum E2 millionmaximum E10 million

Short term bridge or convertible debt financing

Equity, warrants and/or option kickers

Total: E20 millionminimum E1 millionmaximum E5 million

Other strategic opportunities directly related to the portfolio companies

Equity, warrants and/or option kickers

Total: E10 millionup to E5 million

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Initial Investment OpportunitiesIn

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1 Energy Proteus Energy(Private)

A California based enhanced recovery oil & gas operator employing state of the art technologies in development and step out field opportunities (no exploration), reducing operating costs, increasing production and field reserves.

2 Mining Cayco International(Private)

A gold mining company with production and exploration concessions in Ghana.

3 AgricultureAgricon Global(US Publicly-traded)OTCQB:AGRC

Agribusiness developing different farming leases and mixed crops in Ghana maize (corn), sunflowers, soya, and canola.

4 Aviation

BAT (Backbone Airlift Technologies)

State of the art hybrid, highly efficient and manoeuvrable, lighter than air vehicles capable of transporting heavy equipment (20 tons or more) at significantly reduced costs.

BAT ManufacturingDesign and manufacturing of BAT dirigibles in the USA, Ireland and China. With master manufacturing licenses from best of breed groups in this field

FBO Aviation Maintenance & Services

To support BAT and other commercial/ private aircraft initially in Nepal and Sri Lanka

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Operating Costs (per annum) A

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Management Fee to Stingray Partners E750,000

Compensation of the Board of Directors, Consultants and Other Professionals E250,000

Key London Management plus Office Costs and Expenses E250,000

Travel and Other External Costs and Expenses E250,000

ANNUAL OPERATING COSTS E1,500,000

Stingray Infrastructure One will be managed by Stingray Partners with a fixed annual management fee and operating budget never to exceed Euro 1.5 million per year, irrespective of the value and size of the acquired assets and annual revenue generated by the portfolio companies.

Stingray Structure

Stingray Infrastructure One Limited

Investment Holding & Portfolio Companies

100% Investor Owned

Malta

Stingray Partners Ltd.

Managers & Advisors

Mauritius

Proteus Energy

Oil & Gas Operator & Acquisition

PlatformCalifornia

Cayco Mining

Gold & PreciousMetals Mining

PlatformGhana

Agricon Global

Agricultural Platform

Ghana

BAT Air Transport

Air Transport Services Advanced Hybrid VTOL

Aircraft

Nepal, Sri Lanka Zimbabwe

Investment Committee Process

Initial Investment screening

• Business Plan• Comparative

Analysis• Capital

Structure• Company

Valuation• Technical

Issues• Sector &

Geography• Stage of

Development

Initial Due Diligence

• Financial Statements

• Management• Strategy and

Tactics• Shareholders• Public Filing• News

Releases• Financial

Modeling• Use of

Proceeds• Risk

Sensitivities

Term Sheet Negotiation

• Terms Reflect Risk

• Anti-Dilution• Lock-Ups• Milestones

Final Due Diligence

•Background Checks

•On-Site Visit•Suppliers•Customers•Third Party Providers

Legal Funding & Closing

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Risk Management

Diversity

Independent Experts

Retained for Due Diligence Deal Structure

Features

Transparency

Portfolio Limits: Company

Ownership, % of Portfolio

Collaborative Consensus-

based Decisions

Managed Risk

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PersonnelTh

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Murdoch Gillespie – Non-Executive Chairman

International business development, risk management, structured finance, renewable energy expertise; board of director.

Rick Bacon – Director

International business development and leadership, business start-ups and funding.

J Richard Brown –Director

Entrepreneur, CEO consulting corporation, visionary leader, strategist, director large technical programs – national and international; Test Pilot

Ken Miller – Director

Defense / large organization consultancy, complex design strategist, program manager complex systems

Bennett Yankowitz –Director

CEO, oil and gas company; securities and financial lawyer.

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PersonnelS

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Henrik Rouf – Founder and Principal

International investment banking; fund management including origination, complex financial structuring expert; natural resources, agribusiness specialties.

David Dunlap – Founder and Principal

International business development and leadership, business start-ups and funding.

William ‘Bill’ Flynn – Principal

Technology entrepreneur; start-up and growth transition structuring. International business.

Charles Douglas – Principal

London based commercial solicitor, well-connected international business facilitator

Julian Henkin – Principal

Business growth and strategy consulting; marketing and communications; branding and sales channels

Myron Louisy – Principal

International business development, risk management, structured finance, investor and client liaison

Xenia Howard-Johnston – Principal, Business Development Director

Fund raising, company director, High end London property advisor to HNW private clients and family offices.

Alexandra McOran-Campbell – Principal, Operations Director

International investment fund management, operational director for fund distributors, investor and client liaison

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Contact Details

DAVID A. DUNLAPManaging Director

Impact Capital Advisors, LLC1800 Century Park East - Suite 600Los Angeles, CA 90067-1508 USA

Office: +1 310 464 1870Cell: +1 310 279 9804Fax: +1 310 919 3770

david@impactcapital.comwww.impactcapital.com

HENRIK ROUFManaging Director

PacificWave Partners Limited Kvaesthusgade 3 1251 Copenhagen K Denmark

Office: +45 3333 0121Cell: + 45 2112 2111

hrouf@pacificwavepartners.comwww. pacificwavepartners.com

Stingray Partners Limited UK Representative Offices

CHARLES DOUGLAS17 Albemarle street

Mayfair, London UK W1S 4HPOffice: +44 (0)20 7758 8177

Fax: +44 (0)20 7495 8417

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DisclaimerThe sole purpose ("the Purpose") of this confidential document ("the Document") is to provide information on Stingray and the various opportunities that Stingray is developing and coordinating (“Opportunities”) to those parties who have expressed an interest in order that they may assess whether or not they wish to proceed with a more detailed review of the matters discussed in the Document. The Document and its contents do not, and are not intended to, constitute, or form any part of, an offer for sale, prospectus, invitation to subscribe for or purchase or otherwise acquire, shares or other securities in Opportunities, nor shall it, or the fact of its distribution, form the basis of or be relied upon in connection with any contract or commitment to acquire any securities. Distribution of the Document is restricted to a limited number of parties who have expressed an interest in Opportunities. The Document is only being distributed to persons who are reasonably believed by Stingray Partners (“Stingray”) to be (a) persons who have professional experience in matters relating to investments falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order") or (b) high net worth entities, and other persons to whom it may otherwise be lawfully communicated, falling within Article 49(2) of the Order or (c) persons who are otherwise permitted by law to receive it. Where this document is distributed or made available by Stingray it will only be directed at persons who are Professional Clients within the meaning of COBS 3.5 of the FSA Handbook. All such persons mentioned above together are referred to as "Relevant Persons". The Document is available only to, and any invitation, offer or agreement relating to the Document will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on the Document or any of its contents. Stingray, which is [NOT] authorised by the Financial Services Authority, is acting exclusively for Opportunities and no one else in connection with the Purpose and will not be responsible to anyone other than [the entities managing the Opportunities] for providing the protections afforded to clients of Stingray nor for providing advice in relation to the Purpose or any other matter referred to in the Document. Investment in business carries high risks, as well as the possibility of high rewards. It is highly speculative and potential investors should be aware that no established market exists for the trading of shares in private companies. Before investing in a project about which information is given, potential investors are strongly advised to take advice from a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on investments of this kind. No representation or warranty is given as to the information contained in the Document. Nothing in this document constitutes, or should be taken as constituting, the giving of investment advice by either the management of the Opportunities or Stingray. The information contained herein is being supplied as a guide only and prospective investors must make their own investigations and satisfy themselves as to the condition of the Opportunities and the accuracy and completeness of the statements contained herein. The Presentation should not be considered a recommendation by the management of the Opportunities or Stingray or any of their respective directors, officers, employees, agents or advisers in connection with any purchase of or subscription for securities of or in any of the Opportunities. The information in this document has been supplied by Opportunities and was correct to the best of its knowledge at the time of production of the Document. The information contained in the Presentation has not been verified by the management of the Opportunities or Stingray. No undertaking, representation, warranty or other assurance is given, and none should be implied, as to, and no reliance should be placed on, the accuracy or completeness of the information or opinions contained in the Document. The information contained in the Presentation is subject to completion, alteration and verification. Save in the case of fraud, no liability is or will be accepted for such information by the management of the Opportunities or Stingray or any of their respective directors, officers, employees, agents or advisers or any other person.

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Disclaimer (Cont’d)

The information contained herein and any further information relating to Stingray supplied by Stingray is, and will be, supplied on the condition that neither Stingray nor any partner, employee or agent of Stingray accepts any responsibility and/or liability for any loss or damage or whatsoever that may result or occur by reliance on such information and howsoever arising. Nothing contained within the Document is or should be relied upon as a promise or representation as to the future. The pro-forma and estimated financial information contained herein was prepared expressly for use herein and is based on certain assumptions and the analysis of information available at the time the Document was prepared. There is no representation, warranty or any other assurance that any of the projections will be realised. Statements contained herein may constitute “forward-looking statements”. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause any proposed projections or similar or same industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and Stingray does not undertake to publicly update or revise any forward-looking statements that may be made herein, whether as a result of new information, future events or otherwise. Information contained in the Document may not be distributed, published or reproduced in whole or in part or disclosed by recipients to any other person. The distribution of any document provided at or in connection with the Document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession any such documents may come should inform themselves about and observe any such restrictions. In particular, information contained within the Document is not for publication or distribution in or into the United States, Canada, Australia, the Republic of Ireland, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities law of such jurisdictions. The materials do not constitute or form part of an offer of or an invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities for sale in Canada or the United States of America, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment therefore. The securities to which these materials relate have not been and will not be registered under the Securities Act, and there will be no registered offering of the securities in the United States. The securities referred to herein have not been nor will they be qualified by prospectus for sale to the public in Canada under applicable Canadian securities laws and, accordingly, any offer or sale of the shares in Canada will be made pursuant to an exemption from the applicable prospectus filing requirements, and otherwise in compliance with applicable Canadian laws. This document is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of securities in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this document or the merits of any securities described herein, and any representation to the contrary is an offence.