EFTA02602758.pdf

From: Lesley Groff < Sent: Monday, July 16, 2018 5:45 PM To: Jefffrey Epstein Subject: Fwd: (Marketwatch)Jadestone Energy Inc. to acquire the Montara Oil Project from PTTEP, Offshore Australia for $195mm Begin forwarded message: From: =/b Subject: =/b>Fw: =Marketwatch)Jadestone Energy Inc. to acquire the Montara Oil Project =rom PTTEP, Offshore Australia for $195mm Date: =/b>July 16, 2018 at 1:44:15 PM =DT To: =/b>Lesley Groff < Please pass =o Jeffrey„ would love his involvement at this time. LMK if =nterested. David == = = = Sent from my Porsche Design P'998= smartphone from BlackBerry. === From: =/b <mailto Sent: Monday, July 16, 2018 11:42 AM To: edith Subject: (Marketwatch)Jadestone Energy Inc. to acquire =he Montara Oil Project from PTTEP, Offshore Australia for =195mm To Partners, I am just back from London.. We will have a Livermore update =etter end of month but wanted to send our latest on portfolio company, =adestone Energy. As many of you know, Livermore Partners, along with =edge fund Tyrus Capital invested and restructured this company during =he crude downturn. We have already create a very strong return but this =eal looks to build upon it. Since the activist process Livermore initiated in 2016, where =e gained a Board seat, we have installed excellent management in the =ormer APAC operating team of Talisman Energy and are now building a =rue APAC player. See belows news on deal =pecifics. EFTA_R1_01791390 EFTA02602758 With this announced deal, Jadestone will list its shares in =ondon and look to gain institutional interest. The metrics are very =ompelling. JSE will now have a pro-forma cash flows of $150mm and free cash flows nearing 51O0mm. Which is very =ttractive(>3X EV/EBITDA) when looking at the equity value today =rior to the halt for trading. We are supporters of the deal. Livermore plans to commit =urther funds to the JSE equity raise and sees many organic levers to =ull for the company. To further grow and prosper. Along with the future =bility to begin a capital return program thru dividends. Livermore is now open to =ew capital for both Jadestone and other exciting proactive investment =pportunities(more to come on that front soon). To =reate absolute returns. So please let me know if you, or anyone you =now has interest in our pursuit of value. Thru Q2, Livermore is up =5%. Sincerely, David PRESS =ELEASE Jadestone Energy Inc. to acquire the Montara Oil Project, =ffshore Australia Published: July 16, 2018 5:02 a.m. ET SINGAPORE, Jul =6, 2018 (FSCWire via Comtex) - SINGAPORE (FSCwire) <https://www.fscwire.com/> - Jadestone Energy Inc. ("Jadestone" or the =E2440Company"), an independent oil and gas production, =evelopment and exploration company focused on the Asia Pacific region =ith assets in Australia, Vietnam and the Philippines is pleased to =nnounce that it has executed a definitive Sale and Purchase Agreement ="SPA") with certain subsidiaries of PTT =xploration and Production Public Company Limited ("PTTEP"=, to acquire a 100% interest in the Montara oil project (the =E244Montara Oil Project" or the "Montara =ssets"), offshore Australia via an asset acquisition (the ;42...Acquisition") for a total cash consideration of US$195 =illion, to be adjusted for working capital, with additional contingent =onsideration amounts payable dependent on certain production, oil price =nd future development milestones being achieved. 2 EFTA_R1_01791391 EFTA02602759 Paul Blakeley, President and Chief Executive of lodestone, =ommented: "Today's announced acquisition further =trengthens our position in the Asia Pacific region and complements our =xisting balanced, low-risk portfolio of cash generative operated =roduction and value-accretive development assets in the =egion. "Asia Pacific is a =ighly-attractive, opportunity-rich region and, in line with our strict =creening criteria, we believe the Montara Assets represents the ideal =pportunity to deploy lodestone's end-to-end technical and =ommercial capabilities to maximise value and returns for shareholders, =s we've demonstrated to date with our existing, wholly owned =nd operated producing Stag field, offshore =ustralia. "We have =dentified a number of material near-term opportunities to add =ignificant value to the asset, including improved production uptime, =perating cost reductions, and infill drilling, and longer-term more =alue creation options through future exploration, a potential gas cap =lowdown and a regional hub development strategy. We expect field life =o be extended by many years. "While our =ttention now turns to executing our planned work programme for the =ontara Assets, our immediate priority is to deliver, in joint =ooperation with the current operator, a robust plan to ensure a smooth =ransfer, and continued safe operation of the fields. "This is a =eally exciting time for lodestone and the financing arrangements we =nnounce today will strengthen our balance sheet and provide us the =latform and capital flexibility to continue to execute our proven =trategy. We have the right assets, right technical and commercial =apabilities and right opportunities with major near-term value =atalysts, to deliver significant shareholder value." The =cquisition is in line with lodestone's strategic objective to =uild a balanced, resilient portfolio of production and development =ssets with multiple reinvestment options in order to increase =ash-flows, whilst maintaining a strong balance sheet. Key =ighlights • Acquisition of 100% operated interest in the Montara Oil =roject, offshore Australia covering three oil producing =ields; • 10.3 thousand =arrels of oil per day ("mbbl/d") of OECD production and =P reserves of 28.2 million barrels of oil ("MMbbl"), =ore than tripling lodestone's production to 13.9 mbbl/d and =ncreasing 2P reserves to 45.3 MMbbl; Purchase multiple of 1.6x 2017 EBITDA111; Adds material immediate cash flow to the =ortfolio, significantly strengthening the Company's balance =heet; • Significant =pside identified, with multiple opportunities to realise incremental =alue through the deployment of lodestone's second phase =echnical capabilities, many of which can be delivered within the first =2 months of operatorship; 3 EFTA_R1_01791392 EFTA02602760 • Opportunity to realise synergies with Jadestone's =xisting asset base through logistics optimisation, and rationalisation =f onshore support operations; • US$120 million underwritten reserve based lending facility =nd proceeds from a proposed equity offering of US$95 million (the =E2.4(0Equity Offering"); and • Expected payback by Q4 2019 based on price assumptions in =he competent persons report by ERCE dated 15 July 2018. Reserve =umbers for the Montara Oil Project above are from a reserves and =esources report dated 16 July 2018 prepared for the Company, in =ccordance with NI 51-101 and the COGE Handbook, by ERC Equipose Pte. =td. ("ERCE"), a qualified reserves evaluator, with an =ffective date of 31 December 2017. A copy of this report is available =n the Company's website, www.jadestone-energy.com. (1] This is a =on-GAAP financial measure which does not have a standardised measure =nder the Company's GAAP and is based on estimated Montara =naudited 2017 EBITDA of US$118.7 million. This amount reconciles =o an unaudited loss before tax of US$(19.6) million, after deducting =epletion, depreciation and amortisation charges of US$132.9 million and =inance costs of US$5.4 million. The Company believes it is a =seful metric to assess the economic value of the proposed =cquisition. Overview of the Montara Oil Project The Montara Oil =roject is located in production licences AC/L7 and AC/L8 (the "Montara =itles") in the Timor Sea, approximately 690 kilometres west of Darwin, =nd comprises three separate fields which are Montara, Skua and =wift/Swallow, produced through a centralised FPSO, the Montara Venture, =hich is owned by PTTEP and will be transferred to Jadestone on =ompletion (together the "Montara Assets"). =nbsp; Overview of the Acquisition The=Acquisition will be effected via a transfer of assets in two stages. On =ompletion of the Acquisition, PTTEP will transfer to the =ompany: a 99% legal =nd 100% beneficial right, title and interest in the Montara Titles; =nd a 100% legal =nd beneficial interest in the Montara Assets, excluding the Montara =itles. Completion of the Acquisition is subject to regulatory =pprovals, including those from the TSX Venture Exchange and the =ational Offshore Petroleum Titles Administrator ("NOPTA")=and FIRB approval. According to the current timetable, the transaction =s expected to close in September / October 2018. The Acquisition will =ave an effective date of the 1 January 2018. 4 EFTA_R1_01791393 EFTA02602761 The remaining 1% legal =nterest in the Montara Titles will be held on trust by PTTEP, in favour =1the Company, until Australian regulatory approvals relating to the =ransfer of operatorship of the Montara Asset from PTTEP to the Company =re obtained from The National Offshore Petroleum Safety and =nvironmental Management Authority ("NOPSEMA"). As an =xisting NOPTA and NOPSEMA approved operator, lodestone is committed to =orking closely with PTTEP and the Australian regulators to develop a =obust Safety Case, Environmental Plan and Well Operations Management =Ian for the Montara Assets, in order to satisfy the stringent offshore =egulatory requirements and ensure the safe transfer of operations from =TTEP to the Company. The Company has also entered into an Operator and =ransitional Services Agreement (the "OTSA") with PTTEP =hich will govern the operation and management of the Montara Assets and =he provision of transitional services in the period from completion =ntil the transfer of operatorship. The Acquisition is to =e financed through a US$120 million underwritten reserve based lending =acility to be provided by Commonwealth Bank of Australia and Societ*=A9 Generale, and proceeds from a proposed equity offering of =S$95 million (the "Equity Offering"). Stifel =icolaus Europe Limited ("Stifel") and BMO Capital =arkets Limited ("BMO") have been appointed joint =ookrunners in relation to the proposed Equity Offering, which will be =ompleted in conjunction with an additional listing of the Company'= shares on the AIM Market of the London Stock Exchange ("AlM4fe=9D). Details of the Company's intention to admit shares to =IM and the concurrent Equity Offering, including additional details =elating to the Acquisition and the Company's current trading =nd prospects, are being announced separately and can be found on the =ompany's website. Trading of the =ompany's shares has been halted on the TSX Venture Exchange as =he Acquisition will constitute a Fundamental Acquisition under the =ules of the TSX Venture Exchange. It is anticipated that the =ompany's shares will resume trading concurrent with the closing =f the Equity Offering. Livermore Partners 5 Revere Drive One Northbrook Place Suite 200 Northbrook, Illinois 60062 =SA (Telephone) =Facsimile) website: www.livermorepartners.com This =mail is Confidential. It is intended solely for the use of the named =ecipient(s). If you have received it in error, do not copy it or =isclose its contents. Please notify us immediately by reply email and =hen delete this message from your system. =/span> 5 EFTA_R1_01791394 EFTA02602762 6 EFTA_R1_01791395 EFTA02602763