The consummated transactions are: (i) the assets and liabilities or equity interests of various pooled investment vehicles managed by Stillwater Capital Partners, Inc.; (ii) an 81.5% interest in Amalphis Group, Inc. and (iii) the assets and investments held by Wimbledon Financing Master Fund Ltd. and Wimbledon Real Estate Financing Fund Ltd.

In accordance with the terms of the transactions, (i) Stillwater will receive up to approximately 541,250 ASSAC Series A Fixed Price Mandatory Convertible Preferred Shares plus additional consideration payable to Stillwater for the provision of certain services, the assets and liabilities or equity interests of various pooled investment vehicles, (ii) Amalphis Group and certain of its securityholders, will receive 87,000 Preferred Shares, and (iii) the Wimbledon Funds will receive 114,000 Preferred Shares. The Preferred Shares automatically commence to convert into ordinary shares at $7.50 per share, beginning July 31, 2010, at the rate of 16-2/3% of such ordinary shares per month, thereby converting all of the Preferred Shares into ordinary shares by December 31, 2010. The number of ASSAC ordinary shares to be issued upon conversion of the Preferred Shares is subject to post-closing adjustments based upon the appraisals of the net asset values (as of December 31, 2009) of a majority of the assets of the Stillwater and Wimbledon funds. A more detailed description of the terms of ASSAC’s securities and the terms of the transactions are set forth in ASSAC’s definitive proxy statement, dated January 5, 2010 and included as an exhibit to a report on Form 6-K filed with the Securities and Exchange Commission on January 7, 2010.

The transaction was approved by more than 68% of the shareholders of ASSAC voting at the Extraordinary General Meeting of Shareholders. Approximately 3,278,991 shares issued in ASSAC’s initial public offering voted against the transactions and elected to be converted into a pro rata portion of the proceeds from ASSAC’s initial public offering and held in trust ($10.00 per share), representing less than 35% of the shares issued in the IPO. Additionally, ASSAC purchased an aggregate of 7,916,656 shares from third party shareholders, including Victory Park Capital Advisors, LLC, for an aggregate purchase price of $79,166,560.

Roth Capital Partners and Maxim Group acted as financial advisors to ASSAC.

About Asia Special Situation Acquisition Corp.

Asia Special Situation Acquisition Corp is a special purpose acquisition company formed in 2007 originally for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets that is either located in Asia (which, for this purpose includes Australia), provides products or services to consumers located in Asia or invests in Asia. The Company’s initial public offering (“IPO”) of units was consummated on January 23, 2008, raising net proceeds of approximately $115.0 million (which includes the proceeds of a private placement of 5,725,000 warrants for $5.725 million to its sponsor), of which $115.0 million of net proceeds was placed in a trust account immediately following the IPO. Each unit was sold to the public at $10.00, and is composed of one share of Company ordinary share and one warrant with an exercise price of $7.50.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding ASSAC and the transactions. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of the management of ASSAC, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the Forward-Looking Statements: (i) officers and directors allocating their time to other businesses or potentially having conflicts of interest with the three insurance companies and two unaffiliated families of hedge funds (collectively, the “Acquired Entities”); (ii) success in retaining or recruiting, or changes required in, ASSAC’s officers, key employees or directors; (iii) the potential liquidity and trading of ASSAC’s public securities; (iv) ASSAC’s revenues and operating performance; (v) changes in overall economic conditions; (vi) anticipated business development activities of ASSAC; (vii) risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); (viii) delisting of ASSAC’s securities from the NYSE Amex following; (ix) ASSAC’s ability to consummate the Northstar acquisition; and (x) other relevant risks detailed in ASSAC’s filings with the Securities and Exchange Commission (“SEC”) and those factors listed in ASSAC’s definitive proxy statement filed as an exhibit to a Form 6-K on January 7, 2010 (the “Proxy Statement”) under “Risk Factors”. The information set forth herein should be read in light of such risks. Neither ASSAC nor any of the Acquired Entities assume any obligation to update the information contained in this release.

Additional Information and Where to Find It

This press release is being made pursuant to and in compliance with Rules 145, 165 and 425 of the Securities Act of 1933, as amended, and does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities. On January 7, 2010, ASSAC filed with the SEC a Form 6-K which included as an exhibit the Proxy Statement mailed on January 8, 2010, to shareholders of record as of January 4, 2010. The Company’s shareholders and other interested parties are advised to read the Proxy Statement and other documents filed with the SEC because these documents contain important information about ASSAC, the Acquired Entities and the transactions.

Stern & Co.
Richard Stern, 212-888-0044
richstern@sternco.com

Pursuant to the agreements, the holders have agreed to vote, or granted a proxy to vote, their shares in favor of each of the shareholder proposals set forth in the definitive proxy statement filed by ASSAC with the Securities and Exchange Commission on January 7, 2010.

Additional information regarding ASSAC and the related transactions is available in the proxy statement filed with the SEC on January 7, 2010, a copy of which may be obtained without charge, at the SEC’s website at http://www.sec.gov.

About Asia Special Situation Acquisition Corp.

Asia Special Situation Acquisition Corp is a special purpose acquisition company formed in 2007 originally for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets that is either located in Asia (which, for this purpose includes Australia), provides products or services to consumers located in Asia or invests in Asia. Although, as will be described in our Proxy Statement, we have made concerted efforts to acquire one or more businesses located in or providing products or services to customers located Asia, our board of directors has determined that the transactions described above will provide more significant benefits to our shareholders and are recommending that they approve these transaction notwithstanding our original acquisition focus. The Company’s initial public offering (“IPO”) of units was consummated on January 23, 2008, raising net proceeds of approximately $115.0 million (which includes the proceeds of a private placement of 5,725,000 warrants for $5.725 million to its sponsor), of which $115.0 million of net proceeds was placed in a trust account immediately following the IPO. Each unit was sold to the public at $10.00, and is composed of one share of Company ordinary share and one warrant with an exercise price of $7.50.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding ASSAC, the Acquisitions and ASSAC’s business after completion of the proposed Acquisitions. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of the management of ASSAC, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the Forward-Looking Statements: (i) ASSAC’s ability to complete its proposed business combination with the target companies or assets within the specified time limits; (ii) officers and directors allocating their time to other businesses or potentially having conflicts of interest with the three insurance companies and two unaffiliated families of hedge funds (collectively, the “Target Entities”) or in approving the Acquisitions; (iii) success in retaining or recruiting, or changes required in, ASSAC’s officers, key employees or directors following the Acquisitions; (iv) the potential liquidity and trading of ASSAC’s public securities; (iv) ASSAC’s revenues and operating performance; (vi) changes in overall economic conditions; (vii) anticipated business development activities of the ASSAC following consummation of the Acquisitions described above; (viii) risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and (ix) other relevant risks detailed in ASSAC’s filings with the SEC and those factors that will be listed in the Proxy Statement under “Risk Factors”. The information set forth herein should be read in light of such risks. Neither the Company nor any Target Entities ASSAC intends to acquire assumes any obligation to update the information contained in this release.

Additional Information and Where to Find It

This press release is being made pursuant to and in compliance with Rules 145, 165 and 425 of the Securities Act of 1933, as amended, and does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities. On January 7, 2010, the Company filed with the Securities and Exchange Commission (“SEC”) a Form 6-K which included as an exhibit the definitive proxy statement mailed on January 8, 2010, to our shareholders of record as of January 4, 2010 (the “Proxy Statement”). ASSAC, the Target Entities and funds it intends to acquire and their respective directors and officers may be deemed to be participants in the solicitation of proxies with respect to the Extraordinary General Meeting of Shareholders to be held to approve the Acquisitions and more fully described in the Proxy Statement. The underwriters of the Company’s initial public offering and other investment bankers or advisors we engage (the “Advisors”) may provide assistance to ASSAC, the Target Entities and their investment or portfolio managers and their respective directors and executive officers, and may be deemed to be participants in the solicitation of proxies. A substantial portion of the underwriters’ fees relating to ASSAC’s initial public offering were deferred pending shareholder approval of ASSAC’s initial business combination, and shareholders are advised that the underwriters and such other Advisors have a financial interest in the successful outcome of the proxy solicitation. The Company’s shareholders are advised to read the Proxy Statement and other documents filed with the SEC in connection with the solicitation of proxies for the Extraordinary General Meeting of Shareholders because these documents contain important information about ASSAC, the Target Entities and the Acquisitions. The Proxy Statement can also be obtained, without charge, at the SEC’s website at http://www.sec.gov.

Stern & Co.
Richard Stern, 212 888-0044
richstern@sternco.com

Pursuant to the agreement with Victory Park, ASSAC will pay Victory Park a fee of 1.0% of the total purchase price of all shares of ASSAC’s ordinary shares purchased by Victory Park from third parties. In connection with the purchases of ordinary shares by Victory Park, Victory Park and ASSAC will enter into a stock purchase agreement, pursuant to which ASSAC will agree to purchase such ordinary shares from Victory Park at a price equal to the aggregate purchase price paid by Victory Park for such shares plus the 1.0% fee described above. No funds other than those payable to Victory Park or redeeming shareholders may be released from the trust account containing the net proceeds of ASSAC’s initial public offering following the consummation of the Acquisitions until ASSAC has arranged for the payment in full of the amount due Victory Park. Such purchases, if made, would increase the likelihood that holders of a majority of shares of ASSAC’s ordinary shares will vote in favor of the Acquisitions and that holders of less than 34.99% of ASSAC’s ordinary shares will vote against the Acquisitions and seek redemption of their ASSAC ordinary shares into cash in accordance with ASSAC’s amended and restated memorandum and articles of association.

About Asia Special Situation Acquisition Corp.

Asia Special Situation Acquisition Corp is a special purpose acquisition company formed in 2007 originally for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets that is either located in Asia (which, for this purpose includes Australia), provides products or services to consumers located in Asia or invests in Asia. Although, as will be described in our Proxy Statement, we have made concerted efforts to acquire one or more businesses located in or providing products or services to customers located Asia, our board of directors has determined that the transactions described above will provide more significant benefits to our shareholders and are recommending that they approve these transaction notwithstanding our original acquisition focus. The Company’s initial public offering (“IPO”) of units was consummated on January 23, 2008, raising net proceeds of approximately $115.0 million (which includes the proceeds of a private placement of 5,725,000 warrants for $5.725 million to its sponsor), of which $115.0 million of net proceeds was placed in a trust account immediately following the IPO. Each unit was sold to the public at $10.00, and is composed of one share of Company ordinary share and one warrant with an exercise price of $7.50.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding ASSAC, the Acquisitions and ASSAC’s business after completion of the proposed Acquisitions. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of the management of ASSAC, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the Forward-Looking Statements: (i) ASSAC’s ability to complete its proposed business combination with the target companies or assets within the specified time limits; (ii) officers and directors allocating their time to other businesses or potentially having conflicts of interest with ASSAC’s Target Entities or in approving the Acquisitions; (iii) success in retaining or recruiting, or changes required in, ASSAC’s officers, key employees or directors following the Acquisitions; (iv) the potential liquidity and trading of ASSAC’s public securities; (iv) ASSAC’s revenues and operating performance; (vi) changes in overall economic conditions; (vii) anticipated business development activities of the ASSAC following consummation of the Acquisitions described above; (viii) risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and (ix) other relevant risks detailed in ASSAC’s filings with the SEC and those factors that will be listed in the Proxy Statement under “Risk Factors”. The information set forth herein should be read in light of such risks. Neither the Company nor any Target Entities ASSAC intends to acquire assumes any obligation to update the information contained in this release.

Additional Information and Where to Find It

This press release is being made pursuant to and in compliance with Rules 145, 165 and 425 of the Securities Act of 1933, as amended, and does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities. On January 7, 2010, the Company filed with the Securities and Exchange Commission (“SEC”) a Form 6-K which included as an exhibit the definitive proxy statement mailed on January 8, 2010, to our shareholders of record as of January 4, 2010 (the “Proxy Statement”). ASSAC, the Target Entities and funds it intends to acquire and their respective directors and officers may be deemed to be participants in the solicitation of proxies with respect to the Extraordinary General Meeting of Shareholders to be held to approve the Acquisitions and more fully described in the Proxy Statement. The underwriters of the Company’s initial public offering and other investment bankers or advisors we engage (the “Advisors”) may provide assistance to ASSAC, the Target Entities and their investment or portfolio managers and their respective directors and executive officers, and may be deemed to be participants in the solicitation of proxies. A substantial portion of the underwriters’ fees relating to ASSAC’s initial public offering were deferred pending shareholder approval of ASSAC’s initial business combination, and shareholders are advised that the underwriters and such other Advisors have a financial interest in the successful outcome of the proxy solicitation. The Company’s shareholders are advised to read the Proxy Statement and other documents filed with the SEC in connection with the solicitation of proxies for the Extraordinary General Meeting of Shareholders because these documents contain important information about ASSAC, the Target Entities and the Acquisitions. The Proxy Statement can also be obtained, without charge, at the SEC’s website at http://www.sec.gov.

Stern & Co.
Richard Stern, 212-888-0044
richstern@sternco.com

ASSAC and White Energy (currently listed on the Australian Stock Exchange) have executed a merger agreement pursuant to which White Energy will merge into ASSAC and become a publicly traded energy company in the United States to be listed on either the NYSE or the NYSE Amex exchange. The merger is subject to court approval in Australia, shareholder approvals of each of White Energy and ASSAC and other customary closing conditions.

Standard Chartered has provided White Energy with a US$10.0 million working capital facility, and has been appointed as lead arranger in a $150.0 million project financing facility. The facility is intended to accelerate the expansion of the coal upgrading plants constructed on Bayan's mine site in East Kalimantan, Indonesia.

The PT Kaltim Supacoal facility is a fully constructed 1.0 million ton per annum plant. White Energy advises that the plant is the largest clean coal facility in the world. The joint venture partners have recently increased financial commitments in order to construct upgrading capacity to 15.0 million tons per annum.

White Energy advises that it has contracted annual capacity in excess of 48 million tons per annum for its coal upgrading process, including its previously disclosed joint venture in the US and China with Peabody Energy (NYSE:BTU - News), the largest private sector coal company in the world that fuels approximately 10 percent of all U.S. electricity generation. White Energy also has a joint venture with the global asset management company, Black River Asset Management LLC, an independently managed subsidiary of Cargill.

"The participation by a major global bank reaffirms to us that ASSAC has made the correct decision to merge with White Energy," said Dr. Gary Hirst, President and Director of ASSAC. "White Energy continues to demonstrate its ability to access the capital markets, having now completed its debt facility and having completed an equity placement in May 2009 which we are advised was more than 200% over-subscribed in a twenty-four hour book-build period. The White Energy management team continues to execute on its business plan, which provides us with comfort that the company will achieve great success once listed in the North American capital markets."

Forward-Looking Statements

Certain information contained in this press release is forward-looking. All statements, other than statements of historical facts, included or referenced in this press release that address activities, events or developments which ASSAC or White Energy expect or anticipate will or may occur in the future are forward-looking statements. Statements which include the words "expect," "intend," "plan," "believes," "project," "anticipate," "will," and similar statements of a future or forward-looking nature identify forward-looking statements.

These forward-looking statements are based on certain assumptions and analyses made by White Energy in its business plan in light of a number of factors, including its expertise and perception of historical and future business trends in the coal industry, the accuracy of budgeted capital expenditures and cash flow forecasts, and expected future developments with respect to the BCB clean coal upgrading technology. However, whether actual results and developments will conform to the expectations of White Energy and the Company are subject to a number of risks and uncertainties (many of which are beyond the control of White Energy and the Company) that could cause actual results to differ materially from such expectations. In addition, the commercialization of the BCB clean coal upgrading technology is subject to all of the risks and uncertainties inherent in the development of a new technology and product, including, the inability of the technology to produce lower-cost upgraded coal products; actual costs of construction of coal upgrading facilities exceeding budgeted amounts; delays in construction; working capital shortages that may require additional financings which may be unavailable; the inability to produce upgraded coal products on a large scale commercial basis; the inability to achieve market acceptance; competitive technologies; the inability to protect intellectual property rights; and price forecasts of coal-based fuel products exceeding actual market prices.

 
Contact:
Geoff Holmes
CEO
212-490-1100

This announcement is required by Section 610(b) of the NYSE AMEX Company Guide, which requires a listed company that receives an audit opinion that contains a going concern qualification to make a public announcement through the news media disclosing the receipt of such qualified opinion.

This announcement does not represent any change or amendment to ASSAC's financial statements or to its Annual Report on Form 20-F for the fiscal year ended December 31, 2008.

ASSAC’s President, Gary T. Hirst, said, “Inasmuch as we are a special purpose acquisition corporation and would be required to liquidate by January 16, 2010 unless we are successful in consummating a business combination, our auditors require that we include a going concern opinion in our December 31, 2008 financial statements.”

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. In some cases, you may identify forward-looking statements by words such as "may," "should," "plan," "intend," "potential," "continue," "believe," "expect," "predict," "anticipate" and "estimate," the negative of these words or other comparable words. These statements are only predictions. One should not place undue reliance on these forward-looking statements. The forward-looking statements are qualified by their terms and/or important factors, many of which are outside the control of ASSAC, involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made. The forward-looking statements are based on current beliefs, assumptions and expectations of our future performance, taking into account information currently available to ASSAC. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to ASSAC. Neither ASSAC or any other person assumes responsibility for the accuracy or completeness of these statements. ASSAC will update the information in this press release only to the extent required under applicable securities laws. If a change occurs, the business, financial condition, liquidity and results of operations may vary materially from those expressed in the aforementioned forward-looking statements.

CCG Investor Relations, Inc.
Crocker Coulson, President, 646-213-1915
crocker.coulson@ccgir.com
OR
Ed Job, CFA, 646-213-1914
ed.job@ccgir.com

- The proposed merger with US listed, Asia Special Acquisition Corp, now includes worldwide rights and White Energy can utilise funds from the merger to drive the development of its business in each of its key markets - Indonesia, the United States and Africa

- White Energy will now have direct control of up to A$170 million to bolster the group balance sheet

- As part of the new merger arrangements there is a full assignment of all of White Energy's net debt obligations of approximately A$45 million

- White Energy will have direct access to the US capital markets and its subsidiary will trade on the US stock market (AMEX)

- White Energy is also in the final stages of completing one of the largest clean coal facilities in the world, based in Indonesia

- The completion of the construction of this facility is only a few weeks away with commissioning starting in April and full commercial production is expected by September 2009

SYDNEY, March 16 /PRNewswire/ -- White Energy Company Limited (White Energy (ASX:WEC - News)) today announced a Definitive Share Exchange Agreement as part of its previously announced merger with US listed company, Asia Special Situation Acquisition Corp ("ASSAC").

The principal changes to the original agreement means the proposed transaction now includes worldwide rights, and White Energy can utilise funds from the merger in all of its core markets enabling it to maximise its opportunities in Indonesia, the US and Africa. White Energy will now have direct control of up to A$170 million to drive the development of its business worldwide.

As outlined in the Company's announcement dated 18 December 2008, the Company previously entered into a framework agreement ("Framework Agreement") with Asia Special Situation Acquisition Corp. Under the Framework Agreement, in exchange for a controlling share in ASSAC, the Company agreed to sell ASSAC certain rights to commercialize the BCB clean coal upgrading technology ("BCB Technology") only in South East Asia.

Managing Director of White Energy, Mr John Atkinson, said the new merger proposal provides White Energy with up to $170 million in cash to bolster the group balance sheet, and provides capital to fund the building of coal upgrading plants in all key markets.

"Whereas the original merger proposal confined using the proceeds only for the development of our South East Asian business, under this agreement we can deploy the funds as we choose, enabling us to not only grow our Indonesian business but also to develop projects in our other key markets, namely the US and Africa.

"We are seeing strong demand for our clean coal technology throughout the world, particularly in the US, where there is a real drive by the Obama Administration to use a cleaner more efficient coal source to address their energy independence and environmental issues," Mr Atkinson said.

ASSAC is a special purpose acquisition corporation whose ordinary shares and warrants trade on the NYSE Alternext Exchange (Amex: CIO - News and CIOW - News). In January 2008, ASSAC completed its initial public offering and retains approximately US$115.0 million in trust funds.

The Board of ASSAC has recognised the opportunity of White Energy's BCB Technology developed by a consortia led by the CSIRO. The benefits of the upgraded coal products resulting from the BCB technology include:

Higher energy content: increased energy yield from combustion as compared to low rank feedstock coal by between 30% and 200% (depending on the original moisture content of the feedstock coal).

Reduced greenhouse gas emissions: more efficient burning characteristics as compared to low rank feedstock coal due to reduced moisture content resulting in lower CO2 and other emissions from combustion.

Reduced pollutant emissions: retention of the lower levels of sulphur dioxide, nitrogen oxide and heavy metals typically associated with the low rank feedstock coals which results in lower pollutant emissions from combustion as compared to high rank bituminous thermal coals.

Reduced residual pollution: BCB upgraded coal maintains the natural characteristics of the feedstock coal which typically has ash content of less than 6% as opposed to high rank bituminous thermal coals which typically have residual ash from combustion requiring disposal of 12% to 20% of the gross amount of the consumed coal.

Reduced levels of dust: very low levels of dust as compared with non-upgraded low-rank or high rank bituminous coals.

Lower spontaneous combustion risk: increased physical and chemical stability as compared to low rank feedstock coal, allows that the upgraded coal products can be handled, stored and transported in a similar manner to high rank bituminous thermal coal.

Lower transportation costs: reduced moisture as compared to low rank feedstock coal, resulting in up to 30% decrease in load volumes and associated transportation costs (depending on the original moisture content of the feedstock coal).

Transaction Terms

The Company and ASSAC have entered into a definitive Share Exchange Agreement (the "Agreement"). Under the terms of the Agreement, the Company has agreed to acquire from White Energy, through an exchange of shares, 100% of the share capital of the Company's wholly owned subsidiary White Energy Technology Limited ("WET" and the "WET Shares"). WET has a number of direct and indirect subsidiaries (with WET, the "Constituent Corporations"). Upon completion of the transaction, it is anticipated that, in exchange for the WET Shares, ASSAC will issue to White Energy a controlling percentage of the aggregate number of ordinary shares of ASSAC to be issued and outstanding after giving effect to the share exchange, as shall be determined by the amount by which the "White Energy Market Value" bears to the "Transaction Value". For the purposes of the Transaction, the White Energy Market Value has been fixed at approximately A$237.8 million, representing the product of the White Energy Diluted Shares and an agreed price of A$1.5008 per share. The Transaction Value is defined as the sum of the White Energy Market Value and the Adjusted Funds. The term "Adjusted Funds" is defined as the total cash available to ASSAC and the Constituent Corporations as at the closing date of the transaction (including net proceeds of any additional securities sold by ASSAC or WET prior to the closing date), less (i) transaction expenses, (ii) amounts paid or payable in respect of share redemptions that are requested on a timely basis by any ASSAC public shareholders, and (iii) the amount of debt securities, if any, issued by ASSAC or WET between March 12 2009 and the closing date. Accordingly, assuming that the Adjusted Funds are at a minimum A$150.0 million, the Transaction Value at closing would be A$387.8 million and White Energy would be entitled to receive in the share exchange an aggregate of 61.32% of the total ASSAC shares to be outstanding, and ASSAC's existing shareholders will retain 38.68% of the total share capital of the newly merged entity (the "Merged Entity"). Under the transaction pricing mechanism within the Agreement, the Company will be entitled on settlement to no more than 72.5% of ASSAC's issues ordinary shares and no less than 51.0% of ASSAC's issues ordinary shares dependant on the final cash made available.

In addition, upon consummation of the share exchange, the Merged Entity will assume the liabilities of the Constituent Corporations (other than obligations to White Energy) and assume or guaranty approximately A$45.0 million of net indebtedness of White Energy.

Following the closing date, White Energy will be responsible for the day-to-day management of the Merged Entity and its subsidiaries and the current executive officers of ASSAC will resign. In addition, after the closing date White Energy will have the right to appoint four directors (including a Chairman) to the board of the Merged Entity and the existing shareholders of ASSAC will have the right to appoint two directors to the board of the Merged Entity. Moreover, immediately following the closing date ASSAC will change its corporate name to "White Energy Coal Technology Corporation" or such other name as shall be acceptable to White Energy.

The Agreement also provides for certain Management Performance Shares, to represent up to 10% of the total shares of the Merged Entity to be outstanding at closing after giving effect to the share exchange, that may be issued to members of the management of the Constituent Corporations upon production facilities using the BCB Technology described below achieving targeted production levels of up to 20,000,000 annual tons of upgraded coal production by December 31, 2012.

Consummation of the transactions between ASSAC and White Energy under the Agreement will be subject to certain conditions, including, without limitation (i) completion of a mutually satisfactory due diligence; (ii) obtaining the required approvals of shareholders of both White Energy and ASSAC; (iii) obtaining certain third party consents, and (iv) otherwise complying with the Company's obligations and requirements as a business combination company. Subject to satisfaction of the aforementioned conditions, the transaction is likely to be completed within approximately 90 days.

White Energy will call an Extraordinary General Meeting ("EGM") of its shareholders to consider the transaction as soon as practically possible. In this regard, an EGM notice and all related explanatory materials will be distributed to shareholders in the next few weeks.

About White Energy

White Energy is a recognized leader in the development of clean coal. White Energy is the exclusive worldwide licensee of the BCB Technology, developed by the Commonwealth Scientific and Industrial Research Organisation, Tra-Det Inc, K R Komarek and The Griffin Coal Mining Company Pty Limited. White Energy has built and operated a number of demonstration plants over the last 15 years and is now in the final stages of completing one of the largest clean coal facilities in the world, based in Indonesia. The completion of the construction of this facility is only a few weeks away with commissioning starting in April and full commercial production expected by September 2009.

White Energy's business model includes the development of BCB coal upgrading facilities in 1,000,000 ton per annum modules at mine-site or other strategic locations, individually or by way of joint venture, incorporating long-term feedstock coal supply agreements with owners of significant low rank coal deposits. Through its Constituent Corporations, White Energy has entered into certain joint venture initiatives to develop, construct and operate coal upgrading facilities, including:

• a joint venture with Bayan Resources, one of Indonesia's largest coal groups, for the development of an initial 1 million tonne per annum coal upgrading facility in Indonesia, with planned increase in capacity to 5 million tonnes per annum;

• an agreement with Bayan Resources providing for a five year upgraded coal offtake purchase commitment representing over $200 million in revenue;
• a second proposed Indonesian joint venture with Adaro Group and Itochu Corporation for a proposed initial 1 million tonne per annum coal upgrading facility with planned increased in capacity for up to 8 million tonnes per annum;
• an agreement to construct and operate all Asia-Pacific facilities with mining contractor Theiss, a wholly owned subsidiary of Leighton Industries, one of the largest publicly traded engineering, procurement and construction companies in Australia;
• an agreement with Buckskin Mining Company (an indirect wholly owned subsidiary of Kiewit Corporation) for the development of an initial 1 million tonne per annum coal upgrading facility in the Powder River Basin near Gillette, Wyoming, with planned increases in annual production capacity of up to 8 million tonnes;
• a letter of intent with Datang International Power Company Ltd, the second largest power generation company in China, for development of a production facility on Datang-owned sub-bituminous deposit in Inner Mongolia of up to 10 million tonnes per annum; and
• a joint venture agreement with Black River Asset Management (a subsidiary of Cargill Corporation) whereby Black River have a acquired a 49% interest in White Energy's African subsidiary, River Energy, in consideration for contributing up to $70 million in funding to develop BCB coal upgrading plants in Africa.

White Energy Company Limited has offices in Australia, USA, Indonesia and China. For more information please go to www.whiteenergyco.com

    For Further Information Call:
    John Atkinson
    Managing Director
    White Energy Company Limited
    + 612 9959 0000

    Ed Trissel/Jim Shaughnessy
    Joele Frank, Wilkinson Brimmer Katcher
    +1-212-355-4449

This press release contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. In some cases, you may identify forward-looking statements by words such as "may," "should," "plan," "intend," "potential," "continue," "believe," "expect," "predict," "anticipate" and "estimate," the negative of these words or other comparable words. These statements are only predictions. One should not place undue reliance on these forward-looking statements. The forward-looking statements are qualified by their terms and/or important factors, many of which are outside the Company's control, involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made. The forward-looking statements are based on the Company's beliefs, assumptions and expectations of our future performance, taking into account information currently available to the Company. These beliefs, assumptions and expectations can change as a result of many possible events or factors, including those events and factors described in "Risk Factors" in the prospectus, not all of which are known to the Company. Neither the Company nor any other person assumes responsibility for the accuracy or completeness of these statements. The Company will update the information in this press release only to the extent required under applicable securities laws. If a change occurs, the Company's business, financial condition, liquidity and results of operations may vary materially from those expressed in the aforementioned forward-looking statements.

GEORGE TOWN, Cayman Islands, Dec. 17 /PRNewswire-FirstCall/ -- Asia Special Situation Acquisition Corp ("ASSAC") (NYSE: CIO - News) today announced the signing of a binding letter of Intent with White Energy Company Limited ("WEC") (Australia: WEC) whereby ASSAC has agreed to acquire, through an exchange of shares, WEC's South-East Asian business, BCBC Singapore Pte Ltd ("BCBC Singapore"), an indirect wholly owned subsidiary of WEC. Upon completion of the transaction, it is anticipated that WEC or its affiliate will own 56% of the outstanding ASSAC shares and existing ASSAC shareholders will own the remaining shares.

BCBC Singapore is the exclusive licensee for South-East Asia of clean coal upgrading technology developed by the Commonwealth Scientific Industrial Research Organization (CSIRO), the science agency of the Australian government, and exclusively licensed to WEC for commercialisation worldwide. The coal technology successfully upgrades low energy coal (sub-bituminous) to high-energy coal (bituminous) through a proprietary patented process of compaction and dehydration. The resulting coal product has a range of environmentally enhanced properties, as well as commercial benefits. Coal is currently the world's largest single source of electricity and global coal demand is expected to grow significantly through 2030, particularly from the fast growing economies of China and India.

ASSAC is a blank check company, formed for the purpose of acquiring operating businesses that are either located in Asia or sell products into the Asian marketplace. ASSAC completed its initial public offering in January 2008, raising $115 million.

Canaccord Capital Corporation and Roth Capital Partners are serving as financial advisors to ASSAC in connection with the transaction with White Energy.

Key Features of the Coal Technology

• The coal upgrading technology converts sub-bituminous coal to bituminous quality coal at less than 10% of the spread between their current US market prices of approximately $12 and $71 a ton, respectively.
• Results in upgraded coal product that generates approximately 30% more BTUs (similar to bituminous coal in terms of energy output per ton).
• The more efficient burning results in significantly less greenhouse gas and pollutants, including lower emissions of CO2, SO2, NOx and Hg.
• Results in less coal dust production and resulting contamination and transportation wear.
• Over 20% decrease in load volumes thereby materially reducing transportation costs.
• Preserves the lower sulphur and ash content of sub-bituminous coal thereby preserving a distinctive environmental, performance and marketing advantage over bituminous coal.
• Results in a more stable coal significantly less susceptible to spontaneous combustion.

Highlights of the transaction include:

• All-stock transaction preserves ASSAC's existing cash for clean coal growth investment to exploit existing coal source agreements and fully completes expansion funding for leading clean coal operations in South-East Asia.
• Upon completion of the transaction, ASSAC will retain its NYSE Alternext US listing and will change its name to "White Energy South East Asia Corporation (WESEAC)."
• Capital investment is enhanced by contractual commitments for matching equity contributions of existing joint venture partners who are leading publicly traded Asian companies.
• White Energy team will manage ASSAC following the transaction and has a proven track record in the coal sector with strong operating, strategic, and transaction experience.
• Initial transaction consideration of approximately 17.8 million ASSAC shares in exchange for 100% of the share capital of BCBC Singapore values the combined companies at $250 million.
• White Energy to receive performance options enabling it to increase its shareholding in WESEAC up to an additional 10% over time if WESEAC meets defined growth related milestones, including production of over 6 million tons per annum.
• After the transaction, the initial board of directors of WESEAC to consist of 4 members appointed by White Energy and 2 members appointed by current ASSAC board of directors.

Upon completion of the transaction, the assets of the combined companies will include:

• Exclusive rights to utilize White Energy's unique patent-protected coal upgrading technology in South-East Asia (Indonesia, Vietnam, Philippines and Malaysia), used to generate a more energy efficient, cleaner burning coal; and
• Ownership of 51% equity interest of two joint ventures in Indonesia, both with internationally respected public coal companies, PT Bayan Resource Group and PT Adaro Group, together with $100 billion Japanese trading house, Itochu Corporation; and

        -- The Tabang Coal Upgrade project (PT Kaltim Supacoal) in
           partnership with Bayan is scheduled to have an initial capacity
           to upgrade 1 Million Tons Per Annum (MTPA) of low grade coal to
           higher grade and more valuable coal in Q1 2009 with the
           objective of having total production of 5 MTPA by 2011.

        -- The Adaro Coal Upgrade Project is scheduled for an initial
           capacity of 1 MTPA and is projected to increase capacity to 5
           MTPA by 2012 and eventually to 8 MTPA. Adaro has proven coal
           resources in Indonesia of approximately 3 billion tons.

• Equity co-investment agreement with above strategic partners for dollar-for-dollar equity matching investment; and
• Long term raw coal "feedstock" supply agreements from above partners; and
• $250 million, 4-year forward sale agreement with PT Bayan Resources for sale of upgraded coal end product.

Cash will be primarily used to expand the further development of ASSAC's 51% interest in PT Kaltim Supacoal and the Adaro Coal Upgrade Project (White Energy's existing joint ventures in Indonesia with Bayan Resources Limited and Adaro Group/Itochu Corporation respectively), and to provide additional working capital. The Indonesia joint ventures are the initial steps of a business plan to use the White Energy coal technology throughout South-East Asia, with a particular initial emphasis on Indonesia. Indonesia has significant reserves of sub-bituminous coal and is located closer to the North Asian and Indian markets than other sources of coal. White Energy has been evaluating additional suitable local strategic joint venture partners to expand operations further and anticipates additional non-dilutive equity-based partnerships similar to existing partnerships described above.

ASSAC's President, Dr. Gary Hirst, said, "During the eleven months since completion of our initial public offering, ASSAC has been actively examining investment opportunities in Asia. We believe that the opportunity to participate with White Energy in the energy thirsty markets of South-East Asia represents the most exciting investment opportunity we have seen."

White Energy's Managing Director, John Atkinson said, "The merger creates an extremely well funded entity capable of building a number of cleaner coal upgrading facilities throughout South East Asia."

Consummation of the transaction between ASSAC and White Energy is subject to certain conditions, including completion of a mutually satisfactory due diligence investigation; negotiation and execution of definitive share exchange and related agreements; obtaining the required ASSAC shareholder approval and otherwise complying with ASSAC's obligations and requirements as a business combination company. It is anticipated that, subject to satisfaction of the above conditions, the transaction will be completed within the next 60-90 days.

About White Energy

White Energy is the exclusive worldwide license holder of the Binderless Coal Briquetting process that upgrades lower rank coal to significantly increase its energy efficiency while reducing greenhouse gas and other pollutant emissions. The process was developed by Commonwealth Scientific Industrial Research Organization in conjunction with TraDet Inc, K.R. Komarek Inc and The Griffin Coal Mining Company Pty Ltd. The patented process involves the crushing, drying and briquetting of high moisture coals, resulting in the reduction of the moisture content of the coal and converting the product into a higher energy content, stable product, whilst maintaining the low sulphur, low ash characteristics of the feedstock coal. The advantages of the White Energy process involve creating a higher energy value coal, creating a physically and chemically stable product, significantly enhancing coal transportation efficiencies and creating a higher energy value release. The process has been shown to be cost and operationally superior to competing technologies and represents a first step in building a cleaner coal solution.

White Energy Company Limited has offices in Australia, USA, Indonesia and China. For more information please go to www.whiteenergyco.com.

For Further Information Call:
    Geoff Holmes
    (917) 699-0312

This press release contains forward-looking statements that are subject
to risks and uncertainties. These forward-looking statements include
information about possible or assumed future results of our business,
financial condition, liquidity, results of operations, plans and
objectives. In some cases, you may identify forward-looking statements
by words such as "may," "should," "plan," "intend," "potential,"
"continue," "believe," "expect," "predict," "anticipate" and
"estimate," the negative of these words or other comparable words.
These statements are only predictions. One should not place undue
reliance on these forward-looking statements. The forward-looking
statements are qualified by their terms and/or important factors, many
of which are outside the control of White Energy or ASSAC, involve a
number of risks, uncertainties and other factors that could cause
actual results and events to differ materially from the statements
made. The forward-looking statements are based on current beliefs,
assumptions and expectations of our future performance, taking into
account information currently available to White Energy and ASSAC.
These beliefs, assumptions and expectations can change as a result of
many possible events or factors, including those events and factors
described in "Risk Factors" in the prospectus, not all of which are
known to ASSAC. Neither White Energy, ASSAC or any other person assumes
responsibility for the accuracy or completeness of these statements.
White Energy and, if applicable, ASSAC will update the information in
this press release only to the extent required under applicable
securities laws. If a change occurs, the business, financial condition,
liquidity and results of operations may vary materially from those
expressed in the aforementioned forward-looking statements.

- Merged Company to be valued at AU$385 million

- Merged Company will have cash reserves of AU$170 million

- Post merger, US listed company to be called White Energy South East Asia Corporation (WESEAC) and to be managed by White Energy

- White Energy to own 56% of WESEAC

SYDNEY, Dec. 17 /PRNewswire/ -- White Energy Company Limited (White Energy (ASX: WEC - News)) today announced the signing of a binding Letter of Intent with Asia Special Situation Acquisition Corp. (ASSAC (Amex: CIO - News)) whereby White Energy has agreed to merge its South East Asian business into ASSAC.

ASSAC is listed on the American Stock Exchange and was formed for the purpose of investing in a quality, Asian-based business with a significant growth profile. ASSAC's only current asset is its existing cash balance of approximately US$110 million (AU$170 million).

Post merger, White Energy will own 56% and ASSAC's existing shareholders will own 44% of the merged entity.

ASSAC will maintain its public listing on the American Stock Exchange but will change its name to White Energy South East Asia Corporation (WESEAC) in the event its shareholders approve the transaction. WESEAC will be managed by White Energy.

Post merger, WESEAC's assets will include:

• The exclusive rights to utilize White Energy's unique patent-protected coal upgrading technology, which generates a more energy efficient, cleaner burning coal, in the key Asian markets of Indonesia (where it already has operations through its wholly owned subsidiary, BCBC Singapore Pte Ltd), Singapore, Malaysia, Vietnam and the Philippines. White's process upgrades subbituminous coal and the resulting product generates approximately 30% more BTU's, similar to bituminous coal in terms of energy output per ton. The conversion cost is less than 10% of the spread between today's sub-bituminous and bituminous coal prices.
• Ownership of WEC's 51% share of two joint ventures in Indonesia, both with internationally respected companies, Bayan Resource Group and with Adaro Group and Itochu Corporation. These partnerships will not only generate significant royalty income for WESEAC but also represent an opportunity for generating large profit growth.
• The Tabang Coal Upgrade project (PT Kaltim Supacoal) in partnership with Bayan is scheduled to have an initial capacity to upgrade 1 Million Tons Per Annum (MTPA) of low grade coal to higher grade and more valuable coal in Q1 2009 with the objective of having total production of 5 MTPA by 2011
• The Adaro Coal Upgrade Project is scheduled for an initial capacity of 1 MTPA and is projected to increase capacity to 5 MTPA by 2012 and eventually to 8 MTPA
• Cash of AU$170 million, which will be used to expand WESEAC's operations, support existing joint ventures, and otherwise for general working capital purposes.

Apart from providing expansion capital to underpin the further development of the PT Kaltim Supacoal project and underwrite White Energy's equity portion of the Adaro Coal Upgrade Project, the enhanced access to capital will ensure that WESEAC will be able to expedite the roll out of its business plan throughout South East Asia, with a particular initial emphasis on Indonesia. Indonesia has significant reserves of sub-bituminous coal and is located closer to the North Asian and Indian markets than other sources of coal. White has been in discussions with numerous parties to expand its presence in Indonesia. Extensive coal sample tests have already been successfully completed and the company is confident the results will lead to further enhanced growth opportunities.

From White Energy's perspective, the capital WESEAC will receive as a consequence of the merger will assist in the ongoing roll out of its business in South East Asia and will facilitate further development of its Binderless Coal Briquetting process that upgrades lower rank coal to significantly increase its energy efficiency and commercial value, while reducing greenhouse gas and other pollutants.

Other key elements of the proposed merger are:

• White Energy will also receive performance options enabling it to increase its shareholding in WESEAC by a further 10% over time if it meets defined growth related milestones
• White Energy will manage WESEAC and will be responsible for the day to day operations of the company
• White Energy will appoint 4 members to the Board of Directors of WESEAC (including the Chairman) and the existing shareholders of ASSAC will appoint 2 members
• The Agreement is conditional on completion of due diligence; finalization of definitive agreements; and requisite Board, Shareholder and Regulatory approvals. It is anticipated that the transaction will be completed within the next 60 days

White Energy's Managing Director, John Atkinson said, "The merger creates an extremely well funded entity capable of building a number of cleaner coal upgrading facilities throughout South East Asia.

The decision by ASSAC's Board to invest AU$170 million is a huge vote of confidence in White Energy's unique cleaner coal upgrading technology and the growing market for cleaner, more efficient coal. They share our firm belief that we have the right technology at the right time."

Asia Special Situation Acquisition Corporation's President, Gary Hirst said, "We have been actively examining investment opportunities in Asia now for a significant period of time and are convinced that the combination of our AU$170 million in cash and White Energy's unique cleaner coal upgrading technology is a compelling proposition. The ability to participate with White Energy in the energy thirsty markets of South East Asia represents the most exciting investment opportunity we have seen."

About White Energy

White Energy is the exclusive worldwide license holder of the Binderless Coal Briquetting process that upgrades lower rank coal to significantly increase its energy efficiency while reducing greenhouse gas and other pollutant emissions. The process was developed by Commonwealth Scientific Industrial Research Organisation in conjunction with TraDet Inc, K.R. Komarek Inc and The Griffin Coal Mining Company Pty Ltd. The patented process involves the crushing, drying and briquetting of high moisture coals, resulting in the reduction of the moisture content of the coal and converting the product into a higher energy content, stable product, whilst maintaining the low sulphur, low ash characteristics of the feedstock coal. The advantages of the White Energy process involve creating a higher energy value coal, creating a physically and chemically stable product, significantly enhancing coal transportation efficiencies and creating a higher energy value release. The process has been shown to be cost and operationally superior to competing technologies and represents a first step in building a cleaner coal solution.

White Energy Company Limited has offices in Australia, USA, Indonesia and China. For more information please go to www.whiteenergyco.com

Asia Special Situation Acquisition Corp. is a blank check company, formed for the purpose of acquiring operating businesses that are either located in Asia or sell products into the Asian marketplace.

    For Further Information Call:

    John Atkinson
    Managing Director
    White Energy Company Limited
    + 61 2 9959 0000

    U.S. Media Contacts:
    Ed Trissel/Annabelle Rinehart/Jim Shaughnessy
    Joele Frank, Wilkinson Brimmer Katcher
    212.355.4449

This press release contains forward-looking statements that are subject
to risks and uncertainties. These forward-looking statements include
information about possible or assumed future results of our business,
financial condition, liquidity, results of operations, plans and
objectives. In some cases, you may identify forward-looking statements
by words such as "may," "should," "plan," "intend," "potential,"
"continue," "believe," "expect," "predict," "anticipate" and
"estimate," the negative of these words or other comparable words.
These statements are only predictions. One should not place undue
reliance on these forward-looking statements. The forward-looking
statements are qualified by their terms and/or important factors, many
of which are outside the Company's control, involve a number of risks,
uncertainties and other factors that could cause actual results and
events to differ materially from the statements made. The
forward-looking statements are based on the Company's beliefs,
assumptions and expectations of our future performance, taking into
account information currently available to the Company. These beliefs,
assumptions and expectations can change as a result of many possible
events or factors, including those events and factors described in
"Risk Factors" in the prospectus, not all of which are known to the
Company. Neither the Company nor any other person assumes
responsibility for the accuracy or completeness of these statements.
The Company will update the information in this press release only to
the extent required under applicable securities laws. If a change
occurs, the Company's business, financial condition, liquidity and
results of operations may vary materially from those expressed in the
aforementioned forward-looking statements.