Internal Reorganisation & Reserves Update

RNS Number : 5391S

Jadestone Energy Inc.

17 March 2021

 

Jadestone Energy

Internal Reorganisation & Reserves Update

17 March 2021-Singapore: Jadestone Energy Inc. (AIM:JSE) (the "Company" or "Jadestone" or including subsidiaries, the "Jadestone Group"), an independent oil and gas production company focused on the Asia Pacific region, is pleased to provide an update on the Company's proposed internal reorganisation, and on its reserves estimates for the year ended 31 December 2020. 

Internal reorganisation update

As announced on 1 February 2021, Jadestone is proposing an internal reorganisation (the "Reorganisation") of its corporate structure, such that the ultimate parent holding company of the Jadestone Group will be a new company, incorporated in England and Wales.  The Reorganisation will not result in a change in control in the ultimate holding company of the Jadestone Group and, accordingly, it will also not result in a change in the ultimate shareholding in any of the Company's assets, nor will it result in a change in the management of any of its assets.

The Reorganisation is expected to reduce regulatory compliance burdens, resulting in estimated annual cost savings of between US$0.5 million and US$1.0 million, when taken in connection with savings from last year's delisting from Canada's TSX Venture Exchange.  In addition, Jadestone's board believes the Reorganisation will further raise the Company's profile and status amongst UK and European investors who are unable to invest in non-UK domiciled companies.  Given that its peer group of companies are predominantly London listed and domiciled in the UK, this move should facilitate incremental access to equity from the international capital market.  It is also expected to allow Jadestone to further optimise its tax structure.

The Company filed certain court documents on Monday 15 March in relation to the proposed Reorganisation, including a plan of arrangement (the "Arrangement"), which will require court approval.  Subject to court approval, the Reorganisation will be proposed to shareholders for voting at a Special Meeting (the "Meeting") of shareholders, to be held on or about 20 April 2021.  Jadestone intends to post documents to shareholders on or about 22 March 2021, including a formal notice of the Meeting and a management information circular which will provide instructions on how shareholders can vote their shares at the Meeting, as well as detailed instructions for the eventual conversion of existing Jadestone Energy Inc. shares to shares in the new parent company Jadestone Energy Plc, assuming the Arrangement is approved by shareholders and the Court.

Jadestone's two largest shareholders, in addition to all directors, collectively representing 33.5% of Jadestone's total outstanding shares, have entered into agreements with the Company indicating their voting support for the Arrangement. 

Reserves update

As part of the Reorganisation, the Company commissioned ERC Equipoise Pty Ltd ("ERCE") to produce competent person's reports ("CPRs") covering the Lemang asset acquired in December 2020 and the Maari asset, which is to be acquired by the Company pending satisfaction of regulatory consents.  The Company also commissioned its annual statement of reserves and resources comprising its producing Stag and Montara assets, offshore Western Australia, and which was prepared in accordance with Canada's national instrument 51-101.  The CPRs and 51-101 report have been made available today on the Company's website at www.jadestone-energy.com/assets/reserves/ .

As of 31 December 2020, the Company had proved plus probable oil reserves ("2P reserves") of 37.1 mm bbls at 31 December 2020, decreased by 4.7 mm bbls from 31 December 2019.  The decrease primarily reflects the impact of oil production during the year. 

Reserves and resources estimates for both Lemang and Maari are substantially unchanged from the Company's previous disclosures.

Summary of reserves for Stag and Montara

	Gross			Net attributable
(all figures in mm bbls)	Proved	Proved & probable	Proved, probable & possible	Proved	Proved & probable	Proved, probable & possible	Operator
Oil & liquids reserves by assets (mm bbls)
Stag	9.6	13.7	19.4	9.6	13.7	19.4	Jadestone
Montara	13.6	23.5	35.0	13.6	23.5	35.0	Jadestone
Total oil & liquids	23.2	37.1	54.4	23.2	37.1	54.4

Source: ERCE 2021

Summary of contingent resources for Lemang

(all figures in mm bbls or bscf)	Gross			Net attributable
	Low estimate	Best estimate	High estimate	Low estimate	Best estimate	High estimate	Risk factor	Operator
Oil & liquids contingent resources by asset (mm bbls)
Lemang	6.3	9.0	12.6	5.1	7.3	10.2	0.9	Jadestone
Total oil & liquids	6.3	9.0	12.6	5.1	7.3	10.2
Gas contingent resources by asset (bscf)
Lemang	46.8	63.7	83.8	42.1	57.4	75.4	0.9	Jadestone
Total gas	46.8	63.7	83.8	42.1	57.4	75.4
Total contingent resources by asset (mm boe)
Lemang	14.1	19.6	26.5	12.1	16.8	22.7
Total	14.1	19.6	26.5	12.1	16.8	22.7

Source: ERCE 2021

Summary of reserves for Maari

	Gross			Net attributable
(all figures in mm bbls)	Proved	Proved & probable	Proved, probable & possible	Proved	Proved & probable	Proved, probable & possible	Operator
Oil & liquids reserves by assets (mm bbls)
Maari	6.5	16.0	34.7	4.3	10.6	23.1	OMV1
Total oil & liquids	6.5	16.0	34.7	4.3	10.6	23.1

Source: ERCE 2021

[1] Operatorship will transfer to Jadestone upon satisfaction of regulatory consents.

Paul Blakeley, President and CEO commented:

"The internal reorganisation was a logical next step for the Company and I look forward to closing this in April.  In keeping with our spirit of driving further efficiency across our business, the reorganisation will streamline the corporate structure, and along with our decision to delist from the TSXV early last year, will provide tangible financial benefits as we continue working to deliver enhanced returns for our shareholders.

"I'm also happy to provide an update to our reserve and resource statements, prepared by our third-party reserves evaluator ERCE.  Following a year marked by low oil prices, and one in which we prioritised protecting the balance sheet and managing the cost base over investing into short-term growth, the results are very much in line with our expectations."

____________________________

For further information, please contact:

Jadestone Energy Inc.	[phone] (Singapore)
Paul Blakeley, President and CEO	[phone] (UK)
Dan Young, CFO	[e-mail]
Robin Martin, Investor Relations Manager
Stifel Nicolaus Europe Limited (Nomad, Joint Broker)	[phone] (UK)
Callum Stewart
Jason Grossman Simon Mensley
Ashton Clanfield
BMO Capital Markets Limited (Joint Broker)	[phone] (UK)
Thomas Rider
Camarco (Public Relations Advisor)	[phone] (UK)
Georgia Edmonds	[e-mail]
Billy Clegg
James Crothers

About Jadestone Energy

Jadestone Energy Inc. is an independent oil and gas company focused on the Asia Pacific region. It has a balanced, low risk, full cycle portfolio of development, production and exploration assets in Australia, Indonesia and Vietnam.

The Company has a 100% operated working interest in the Stag oilfield and in the Montara project, both offshore Australia. Both the Stag and Montara assets include oil producing fields, with further development and exploration potential. The Company also has a 100% operated working interest in two gas development blocks in Southwest Vietnam, and an operated 90% interest in the Lemang PSC, onshore Sumatra, Indonesia, which includes the Akatara gas field.

In addition, the Company has executed a sale and purchase agreement to acquire an operated 69% interest in the Maari Project, shallow water offshore New Zealand, and anticipates completing the transaction in H1 2021, upon receipt of customary approvals.

Led by an experienced management team with a track record of delivery, who were core to the successful growth of Talisman's business in Asia, the Company is pursuing an acquisition strategy focused on growth and creating value through identifying, acquiring, developing and operating assets in the Asia Pacific region.

Jadestone Energy Inc. is listed on the AIM market of the London Stock Exchange.  The Company is headquartered in Singapore.  For further information on Jadestone please visit www.jadestone-energy.com.

Cautionary statements

Certain statements in this press release are forward-looking statements and information (collectively "forward-looking statements"), within the meaning of the applicable securities legislation.  The forward-looking statements contained in this press release are forward-looking and not historical facts.

Some of the forward-looking statements may be identified by statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "is targeting", "estimated", "intend", "plan", "guidance", "objective", "projection", "aim", "goals", "target", "schedules", and "outlook").  In particular, forward-looking statements in this press release include, but are not limited to, statements regarding obtaining approvals with respect to the Reorganisation and the timing of such approvals, results of voting at the Meeting, and anticipated benefits of the Reorganisation, including the extent of cost reductions and access to capital. .

Because actual results or outcomes could differ materially from those expressed in any forward-looking statements, investors should not place undue reliance on any such forward-looking statements.  By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur.  Some of these risks, uncertainties and other factors are similar to those faced by other oil and gas companies and some are unique to Jadestone.  Whilst the Company believes the expectations reflected herein to be reasonable in light of the information available to them at this time, the actual outcome may be materially different owing to factors beyond the Company's control or within the Company's control where, for example, the Company decides on a change of plan or strategy.  Accordingly, no reliance may be placed on the figures contained in such forward-looking statements.  The forward-looking information contained in this news release speaks only as of the date hereof.  The Company does not assume any obligation to publicly update the information, except as may be required pursuant to applicable laws.

The oil, natural gas and natural gas liquids information in this announcement has been prepared in accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook (the "COGE Handbook").

A barrel of oil equivalent ("boe") is determined by converting a volume of natural gas to barrels using the ratios of six thousand cubic feet ("Mcf") to one barrel. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilising a conversion on a 6:1 basis may be misleading as an indication of value.

The technical information contained in this announcement has been prepared in accordance with the June 2018 guidelines endorsed by the Society of Petroleum Engineers, World Petroleum Congress, American Association of Petroleum Geologists and Society of Petroleum Evaluation Engineers Petroleum Resource Management System.

Henning Hoeyland of Jadestone Energy Inc., Group Subsurface Manager with a Masters degree in Petroleum Engineering who is a member of the Society of Petroleum Engineers and who has been involved in the energy industry for more than 19 years, has read and approved the technical disclosure in this regulatory announcement.

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

Glossary

2P reserves	the sum of proved and probable reserves, denotes the best estimate scenario of reserves
bbls	barrels of oil
bscf	Billion standard cubic feet
Contingent resources	Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable owing to one or more contingencies.
mm bbls	million barrels of oil
mm boe	million barrels of oil equivalent

 

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