IMPORTANT NOTICES
Additional Information and Where to Find It
This
communication relates to the proposed Business Combination (as defined in the Current Report on Form 8-K filed with the SEC on November 2, 2022) by and among Flame Acquisition Corp. (Flame),
Sable Offshore Holdings LLC, a Delaware limited liability company (Holdco) and Sable Offshore Corp., a Texas corporation and a wholly owned subsidiary of Holdco (Sable). In connection with the proposed Business Combination,
Flame filed with the SEC a preliminary proxy statement on Schedule 14A on November 10, 2022 (as may be amended from time to time, including on December 23, 2022 and January 27, 2023, the Proxy Statement). Flame may also
file other documents regarding the proposed Business Combination with the SEC. The Proxy Statement which will be sent or given to the Flame stockholders will contain important information about the proposed Business Combination and related matters.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), WHICH IS CURRENTLY AVAILABLE, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, AND WILL
CONTAIN, IMPORTANT INFORMATION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE BUSINESS COMBINATION AGREEMENT (AS DEFINED IN THE PROXY STATEMENT). You may obtain a free copy of the Proxy Statement and
other relevant documents filed by Flame with the SEC at the SECs website at www.sec.gov. You may also obtain Flames documents on its website at www.Flameacq.com.
Participants in the Solicitation
Flame and its directors
and officers may be deemed participants in the solicitation of proxies of Flames stockholders in connection with the Business Combination. Flames stockholders and other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of Flame in Flames Registration Statement on Form S-1, which was initially filed with the SEC on February 5, 2021 and amended on February 18,
2021 and February 22, 2021, in Flames Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023, and in the Proxy Statement.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Flames stockholders in
connection with the Business Combination and other matters to be voted upon at the special meeting will be set forth in the definitive proxy statement for the Business Combination.
Forward-Looking Statements
This communication contains a
number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act). Forward-looking statements include information concerning the SYU Assets (as defined in the Proxy Statement), Sables, Holdcos or Flames possible or assumed future results of operations, business
strategies, debt levels, competitive position, industry environment, potential growth opportunities and effects of regulation, including Sables ability to close the transaction to acquire the SYU Assets and Flames ability to close the
transaction with Sable. When used in this communication, including any oral statements made in connection therewith, the words could, should, will, may, believe, anticipate,
intend, estimate, expect, project, continue, plan, forecast, predict, potential, future, outlook, and
target, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements will contain such identifying words. These forward-looking statements are
based on Sables, Holdcos and Flames managements current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise
required by applicable law, Sable, Holdco and Flame disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this
communication. Sable, Holdco and Flame caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Sable and Flame,
incidental to the development, production, gathering, transportation and sale of oil, natural gas and natural gas liquids. These risks include, but are not limited to, (a) the occurrence of any event, change or other
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