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Fri, 28 Apr 2023 14:50:32 +0000 Date: Fri, 28 Apr 2023 14:50:26 +0000 (UTC) From: Fred Chen Reply-To: Fred Chen To: John Lee Cc: John Melk , Snow Melk , William Chen , Bob Chen Message-ID: <937118538.770903.1682693426304@mail.yahoo.com> In-Reply-To: References: <8B1E9763-69B6-411B-A775-38FE77107145@yahoo.com> <1330150662.668039.1682651243584@mail.yahoo.com> <743385155.666146.1682651700442@mail.yahoo.com> <1276729394.680432.1682655485148@mail.yahoo.com> Subject: Fred's Initial Suggested Counter - Broughton Capital Term Sheet for Financing ND Project MIME-Version: 1.0 Content-Type: multipart/alternative; boundary="----=_Part_770902_322423252.1682693426299" X-Mailer: WebService/1.1.21417 YahooMailAndroidMobile Content-Length: 43565 X-Spam-Status: No, score= X-Spam-Score: X-Spam-Bar: X-Ham-Report: X-Spam-Flag: NO ------=_Part_770902_322423252.1682693426299 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: quoted-printable Good Morning John, BCG's Initial proposal of $138,000,000 for 45% as below: $138,000,000=C2=A0for 81,900,000 new issued shares =3D 45%=C2=A0of the new = total 181,900,000 AIC shares @ $1.68/share. Thank you. Fred =20 ----- Forwarded Message ----- From: "John Lee" To= : "Fred Chen" , "Bob Chen" = Cc: "John Melk" , "Snow Melk" , "Wi= lliam Chen" Sent: Fri, Apr 28, 2023 at 7:40 AM Subj= ect: RE: Fred's Initial Suggested Counter - Broughton Capital Term Sheet fo= r Financing ND Project =20 Hi Fred: =20 Can you calculate the stock price if they only purchased equity of 45% at 1= 38 million, for comparison to what you suggested in your counter.=C2=A0 Tha= nks. =20 =C2=A0 =20 John D. Lee, Esq. 2830 S. Jones Blvd., Ste 1 Las Vegas, Nevada=C2=A0 89146 Office:=C2=A0 (702) 898-9338 Fax:=C2=A0=C2=A0=C2=A0=C2=A0=C2=A0 (702) 898-9538 =20 =C2=A0 =20 This e-mail message, including any attachment, may contain legally privileg= ed and/or confidential information.=C2=A0 If you are not the intended recip= ient(s), or the employee or agent responsible for delivery of this message = to the intended recipient(s), you are hereby notified that any disseminatio= n, distribution or copying of the e-mail message is strictly prohibited.=C2= =A0 If you have received this message in error, please immediately notify t= he sender and delete this e-mail message from your computer. =20 =C2=A0 =20 From: Fred Chen =20 Sent: Thursday, April 27, 2023 9:18 PM To: Bob Chen Cc: John Lee ; John Melk ; Snow Me= lk ; William Chen Subject: Fred's Initial Suggested Counter - Broughton Capital Term Sheet fo= r Financing ND Project =20 =C2=A0 =20 By the way, those "Fees" should only for the "Equity" portion, Not for Debt= .=C2=A0 Thanks. =20 =C2=A0 =20 Fred =20 =C2=A0 =20 ----- Forwarded Message ----- =20 From: "Fred Chen" =20 To: "Bob Chen" =20 Cc: "John Lee" , "John Melk" , "Sn= ow Melk" , "William Chen - CWCO" =20 Sent: Thu, Apr 27, 2023 at 8:15 PM =20 Subject: Fred's Initial Suggested Counter - Broughton Capital Term Sheet fo= r Financing ND Project =20 My suggested counter to BCG are as below: =20 =C2=A0 =20 New Issue Stocks to BCG:=C2=A0 =20 =C2=A0 =20 (A)$180,000,000 for 43,000,000 new issued shares =3D30% of the new total 14= 3,000,000 AIC shares @ $4.19/share =20 =C2=A0 =20 (B)$210,000,000 for 54,000,000 new issued shares =3D35% of the new total 15= 4,000,000 AIC shares @ $3.89/share =20 =C2=A0 =20 (C)$240,000,000 for 67,500,000 new issued shares =3D40% of the new total 16= 7,500,000 AIC shares @ $3.55/share =20 =C2=A0 =20 We also need to clarify those approximate5.2% of Fees to be charged (may no= t include any of prior agreed fees to GSS/Jim).=C2=A0 Thank you. =20 =C2=A0 =20 Fred =20 =C2=A0 =20 =C2=A0 =20 From: "Bob" =20 To: "cwco.tw@msa.hinet.net" , "Fred Chen" =20 Cc: =20 Sent: Thu, Apr 27, 2023 at 6:28 PM =20 Subject: Fwd: Broughton Capital Term Sheet for financing ND project =20 FYI with thanks! =20 Sent from my iPhone =20 Begin forwarded message: =20 From: Bob Chen Date: April 27, 2023 at 8:16:53 AM PDT To: Fred Chen Subject: Fwd: Broughton Capital Term Sheet for financing ND project =20 =EF=BB=BF =20 =C2=A0 =20 =C2=A0 =20 GetOutlook for iOS =20 From: Jim Pappalardo Sent: Thursday, April 27, 2023 7:48 AM To: John Melk Cc: MARK REIDY - KILPATRICK TOWNSEND & STOCKTON (mriedy@kilpatricktownsend.= com) ; JOHN D. LEE Attorney ; Phillip Stack ; Jennifer Wilson ; Snow Liu-Melk @AIC ; ASIAN BAN= KER BOB CHEN 23203 Charwood. Place Subject: Broughton Capital Term Sheet for financing ND project=20 =20 =C2=A0 =20 Hi John- Attached please see terms from Broughton Capital Group (BCG) for f= inancing of AIC=E2=80=99s ND project. As you will see, this is for the enti= re project and incorporates both the debt and equity needed. As this is a r= ough outline some numbers will obviously need to be changed, such as the GS= S fee as an example as we had not given BCG input on that front. That said,= please review with your team and let=E2=80=99s find a time to discuss in d= etail any issues or concerns you may have, and we can than scheduling a cal= l with BCG. Lastly, below you will see the body of the email BCG had sent, = and attached is an overview of their process.=20 =20 =C2=A0 =20 Regards, =20 =C2=A0 =20 Jim =20 =C2=A0 =20 =C2=A0 =20 =C2=A0 =20 =C2=A0 =20 AIC SA FuelsX - BCG High level terms for funding =20 =C2=A0 =20 Following=C2=A0our recent discussions please find attached our High Level T= erms letter (HLT)=C2=A0conveying our expression of interest to advance furt= her discussions toward considering the above mentioned project for finance.= =C2=A0 =20 =C2=A0 =20 We are in-principle willing to arrange and provide the finance required by = projects of this nature subject to the actual finance parameters and condit= ions to be agreed and more information to be received in order to proceed w= ith a careful assessment and a comprehensive finance modelling. =20 See here attached some preliminary terms, solely based on the information p= rovided to us so far. If you are in agreement with our proposed approach, t= hen further discussions should be held to consider proceeding with the issu= ance of a detailed formal terms sheet (TS) for acceptance. Such term sheet = being agreed, actual finance is subject to a comprehensive due diligence (i= ncl. technical and engineering, procurement, construction, operational, val= uation, legal, financial, insurance etc.) to parties satisfaction.=C2=A0 It should be considered that any involvement from our part would be in the = form of development finance, drawn by tranches in accordance with approved = budget requirements and agreed milestones and revenue proceeds going to red= uction of the financed debt outstanding balance. =20 As a matter of reference please find enclosed our standard process to finan= cing, a large=C2=A0part of which can be supplied=C2=A0post term sheet signi= ng. Our procedures following issuance and signing of a comprehensive term s= heet are in line with international norms for finance of this nature.=C2=A0 =20 =C2=A0 =20 =C2=A0 =20 Regards, =20 =C2=A0 =20 Jim Pappalardo =20 Vice President =20 Investment Banking =20 GSS Capital =20 877-477-7862 x 2023 =20 732-299-1006 (mobile) =20 =C2=A0 =20 GSS Capital Group is the Investment Banking/Corporate Finance Dept. of Gard= en State Securities, Inc. =20 Garden State Securities does not generally accept buy, sell or cancel order= s by e-mail, and does not accept any instructions by e-mail that would requ= ire your signature. Information contained in this communication is not cons= idered an official record of your account and does not supersede normal tra= de confirmations or statements. Any information provided has been prepared = from sources believed to be reliable but is not guaranteed, does not repres= ent all available data necessary for making investment decisions and is for= informational purposes only. Information received by or sent from this sys= tem is subject to review by supervisory personnel, is retained and may be p= roduced to regulatory authorities or others with a legal right to the infor= mation. Confidentiality Notice This e-mail message is intended only for the use of the designated recipien= t. If you are not the intended recipient, please do not disseminate, distri= bute or copy this communication. Please notify the sender immediately by re= turn e-mail and then delete and discard all copies from your system. E-mail= cannot be guaranteed to be secure, error-free or free from viruses. Garden= State Securities, therefore, does not represent that this message is accur= ate or timely and it may not be relied upon as such. =20 =C2=A0 =20 =C2=A0 =20 This e-mail may be privileged and/or confidential, and the sender does not = waive any related rights and obligations. Any distribution, use, or copying= of this e-mail or the information it contains by other than an intended re= cipient is unauthorized. If you receive this e-mail in error, please advise= me immediately (by return e-mail or otherwise). Unless specified by the se= nder, e-mail messages are not encrypted. As such, sensitive information sen= t to or received from this e-mail address may not be secure. Information re= ceived by or sent from this system is subject to review by supervisory pers= onnel, is retained, and may be produced to regulatory authorities or others= with a legal right to the information. Garden State Securities, Inc. Membe= r FINRA/SIPC =20 =C2=A0 =20 =C2=A0 =20 This e-mail may be privileged and/or confidential, and the sender does not = waive any related rights and obligations. Any distribution, use, or copying= of this e-mail or the information it contains by other than an intended re= cipient is unauthorized. If you receive this e-mail in error, please advise= me immediately (by return e-mail or otherwise). Unless specified by the se= nder, e-mail messages are not encrypted. As such, sensitive information sen= t to or received from this e-mail address may not be secure. Information re= ceived by or sent from this system is subject to review by supervisory pers= onnel, is retained, and may be produced to regulatory authorities or others= with a legal right to the information. Garden State Securities, Inc. Membe= r FINRA/SIPC =20 =20 ------=_Part_770902_322423252.1682693426299 Content-Type: text/html; charset=UTF-8 Content-Transfer-Encoding: quoted-printable
Good Morning John,

<= div>BCG's Initial proposal of $138,000,000 for 45% as below:=

$138,000,000 for 81,900,000 new issued shares =3D 45%=  of the new total 181,900,000 AIC shares @ $1.68/share.=

Thank you.

Fred

----- Forwarded Message -----<= /div>
From: "John Lee" <jlee@johndleelaw.com>
= To: "Fred Chen" <fred.chen9@yahoo.com>, "Bob Chen" <bchen@a= icenergycorp.com>
Cc: "John M= elk" <jmelk06@yahoo.com>, "Snow Melk" <snowsky77@gmail.com>, "W= illiam Chen" <cwco.tw@msa.hinet.net>
Sent: Fri, Apr= 28, 2023 at 7:40 AM
Subject: RE: Fred's Initial Suggeste= d Counter - Broughton Capital Term Sheet for Financing ND Project

Hi Fred:

=20

Can you calculate the stock price if th= ey only purchased equity of 45% at 138 million, for comparison to what you = suggested in your counter.  Thanks.

=20

 

=20

John D. Lee, Esq.
2830 S. Jones Blvd., Ste 1
Las Vegas, Nevada  89146
Office:  (702) 898-9338
Fax:      (702) 898-9538

=20

 

=20

This e-mail message, including any attachment, may cont= ain legally privileged and/or confidential information.  If you are no= t the intended recipient(s), or the employee or agent responsible for delivery of this message to the intended recipien= t(s), you are hereby notified that any dissemination, distribution or copyi= ng of the e-mail message is strictly prohibited.  If you have received= this message in error, please immediately notify the sender and delete this e-mail message from your computer.

=20

 

=20

From: Fred Chen <fred.chen9@y= ahoo.com>
Sent: Thursday, April 27, 2023 9:18 PM
To: Bob Chen <bchen@aicenergycorp.com>
Cc: John Lee <jlee@johndleelaw.com>; John Melk <jmelk06@yah= oo.com>; Snow Melk <snowsky77@gmail.com>; William Chen <cwco.tw= @msa.hinet.net>
Subject: Fred's Initial Suggested Counter - Broughton Capital Term S= heet for Financing ND Project

=20

 

=20

By the way, those "Fees" should only for th= e "Equity" portion, Not for Debt.  Thanks.

=20

 

=20

Fred

=20

 

=20

----- Forwarded Message -----

=20

From: "Fred Chen" <fred.chen9@yahoo.com>

=20

To: "Bob Chen" <bchen@aicenergycorp.com>

=20

Cc: "John Lee" <jlee@johndleelaw.com>, "John Melk" <jmelk06@yahoo.co= m>, "Snow Melk" <snowsky77@gmail.com>, "William Chen - CWCO" <cwc= o.tw@msa.hinet.net>

=20

Sent: Thu, Apr 27, 2023 at 8:15 PM

=20

Subject: Fred's Initial Suggested Counter - Broughton Capital Term Sheet fo= r Financing ND Project

=20

My suggested counter to BCG are as below:

=20

 

=20

New Issue Stocks to BCG: 

=20

 

=20

(A) $180,000,000 for 43,000,000 new issued shar= es =3D 30% of the new total 143,000,000 AIC shares= @ $4.19/share

=20

 

=20

(B) $210,000,000 for 54,000,000 new issued shar= es =3D 35% of the new total 154,000,000 AIC shares= @ $3.89/share

=20

 

=20

(C) $240,000,000 for 67,500,000 new issued shar= es =3D 40% of the new total 167,500,000 AIC shares= @ $3.55/share

=20

 

=20

We also need to clarify those approximate 5.2% of Fees to be charged (may not include= any of prior agreed fees to GSS/Jim).  Thank you.

=20

 

=20

Fred

=20

 

=20

 

=20

From: "Bob" <bobsichen@yahoo.com>=

=20

Cc:

=20

Sent: Thu, Apr 27, 2023 at 6:28 PM=

=20

Subject: Fwd: Broughton Capital Term Shee= t for financing ND project

=20

FYI with th= anks!

=20

Sent from my iPhone

=20


Begin forwarded message:

=20

From: Bob Chen <bobsichen@yahoo.com>
Date: April 27, 2023 at 8:16:53 AM PDT
To: Fred Chen <fred.chen9@yahoo.com>
Subject: Fwd: Broughton Capital Term Sheet for financing ND proje= ct

=20

=EF=BB=BF

=20

 

=20

 

=20

Get Outlook for iOS

=20

From: Jim Pappalardo <jp@gsscapital.com>
Sent: Thursday, April 27, 2023 7:48 AM
To: John Melk <jmelk06@icloud.com>
Cc: MARK REIDY - KILPATRICK TOWNSEND & STOCKTON (mriedy@kilpatricktownsend.com) <mriedy@kilpatri= cktownsend.com>; JOHN D. LEE Attorney <jlee@johndleelaw.com&g= t;; Phillip Stack <pstack@aicenergycorp.com>; Jennifer Wilso= n <jwilson@aicenergycorp.com>; Snow Liu-Melk @AIC <<= a rel=3D"nofollow noopener noreferrer" shape=3D"rect" ymailto=3D"mailto:sme= lk@aicenergycorp.com" target=3D"_blank" href=3D"mailto:smelk@aicenergycorp.= com">smelk@aicenergycorp.com>; ASIAN BANKER BOB CHEN 23203 Charwood. Place <bobsichen@yahoo.com>=
Subject: Broughton Capital Term Sheet for financing ND project

=20

 

=20

Hi = John- Attached please see terms from Broughton Capital Group (BCG) for fina= ncing of AIC=E2=80=99s ND project. As you will see, this is for the entire project and incorporates both = the debt and equity needed. As this is a rough outline some numbers will ob= viously need to be changed, such as the GSS fee as an example as we had not= given BCG input on that front. That said, please review with your team and let=E2=80=99s find a time to d= iscuss in detail any issues or concerns you may have, and we can than sched= uling a call with BCG. Lastly, below you will see the body of the email BCG= had sent, and attached is an overview of their process.

=20

&nb= sp;

=20

Reg= ards,

=20

&nb= sp;

=20

Jim=

=20

 

=20

 

=20

 

=20

 

=20

AIC = SA FuelsX - BCG High level terms for funding

=20

 

=20

Following our recent discussions please find attached our High Level= Terms letter (HLT) conveying our expression of interest to advance further discussions toward considering the above me= ntioned project for finance. 

=20

 

=20

We are in-principle willing to arrange and provide the finance required b= y projects of this nature subject to the actual finance parameters and conditions to be agreed and more info= rmation to be received in order to proceed with a careful assessment and a = comprehensive finance modelling.

=20


See here attached some preliminary terms, solely based on the information p= rovided to us so far. If you are in agreement with our proposed approach, t= hen further discussions should be held to consider proceeding with the issu= ance of a detailed formal terms sheet (TS) for acceptance. Such term sheet being agreed, actual finance is= subject to a comprehensive due diligence (incl. technical and engineering,= procurement, construction, operational, valuation, legal, financial, insur= ance etc.) to parties satisfaction. 

It should be considered that any involvement from our part would be in the = form of development finance, drawn by tranches in accordance with approved = budget requirements and agreed milestones and revenue proceeds going to red= uction of the financed debt outstanding balance.

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As a matter of reference please find enclosed our standard process to finan= cing, a large part of which can be supplied post term sheet signi= ng. Our procedures following issuance and signing of a comprehensive term s= heet are in line with international norms for finance of this nature. 

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Reg= ards,

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Jim= Pappalardo

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Vic= e President

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Inv= estment Banking

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GSS= Capital

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877= -477-7862 x 2023

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732= -299-1006 (mobile)

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GSS Capital Group= is the Investment Banking/Corporate Finance Dept. of Garden State Securiti= es, Inc.=

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Garden State Securit= ies does not generally accept buy, sell or cancel orders by e-mail, and doe= s not accept any instructions by e-mail that would require your signature. Information contained in this= communication is not considered an official record of your account and doe= s not supersede normal trade confirmations or statements. Any information p= rovided has been prepared from sources believed to be reliable but is not guaranteed, does not represent all avai= lable data necessary for making investment decisions and is for information= al purposes only. Information received by or sent from this system is subje= ct to review by supervisory personnel, is retained and may be produced to regulatory authorities or others with a= legal right to the information.

Confidentiality Notice
This e-mail message is intended only for the use of the designated recipien= t. If you are not the intended recipient, please do not disseminate, distri= bute or copy this communication. Please notify the sender immediately by re= turn e-mail and then delete and discard all copies from your system. E-mail cannot be guaranteed to be sec= ure, error-free or free from viruses. Garden State Securities, therefore, d= oes not represent that this message is accurate or timely and it may not be= relied upon as such.

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This e-mail may be p= rivileged and/or confidential, and the sender does not waive any related ri= ghts and obligations. Any distribution, use, or copying of this e-mail or the information it contains by other tha= n an intended recipient is unauthorized. If you receive this e-mail in erro= r, please advise me immediately (by return e-mail or otherwise). Unless spe= cified by the sender, e-mail messages are not encrypted. As such, sensitive information sent to or received from= this e-mail address may not be secure. Information received by or sent fro= m this system is subject to review by supervisory personnel, is retained, a= nd may be produced to regulatory authorities or others with a legal right to the information. Garden State = Securities, Inc. Member FINRA/SIPC

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This e-mail may be privileged and/or confid= ential, and the sender does not waive any related rights and obligations. A= ny distribution, use, or copying of this e-mail or the information it contains by other than an intended recipient = is unauthorized. If you receive this e-mail in error, please advise me imme= diately (by return e-mail or otherwise). Unless specified by the sender, e-= mail messages are not encrypted. As such, sensitive information sent to or received from this e-mail addres= s may not be secure. Information received by or sent from this system is su= bject to review by supervisory personnel, is retained, and may be produced = to regulatory authorities or others with a legal right to the information. Garden State Securities, Inc. Membe= r FINRA/SIPC

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