From: Lesley Groff <
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.
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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.
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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;
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• 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.
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The remaining 1% legal =nterest in the Montara Titles will be held on trust by PTTEP, in favour =1 the 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>
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