Jadestone Energy plc (JSE) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Jadestone Energy Inc. Special Meeting of Shareholders. [Operator Instructions] This call is being recorded on April 20, 2021. I would now like to turn the conference over to Dennis McShane. Please go ahead.

Thank you. Good morning and good afternoon. My name is Dennis McShane, and I am the Chairman of the company. Welcome to the company's Special General Meeting. With the consent of the meeting, I will serve as Chairman of the meeting; and Neil Prendergast, Secretary of the company, will act as secretary of the meeting. Seeing no objections, we will proceed on that basis. The company's registrar and transfer agent is Computershare Investor Services, Inc. Jonathan Sterling is here on behalf of Computershare and, with the consent of the meeting, will act as scrutineer of the meeting. Business Corporations Act of British Columbia requires that the shareholders of the company be given at least 21 days notice of any shareholders' meeting. The Notice of the Meeting, Information Circular and Form of Proxy were mailed on March 22, 2021, to the company's shareholders of record as of March 1, 2021, and the Notice of Meeting, Information Circular and Form of Instruction were mailed on March 29, 2021, to the company's depository interest holders as of record as of March 1, 2021, as evidenced by the affidavit of Computershare Investor Services, Inc. A copy of which is now tabled for a review by any interested party. As such, proper Notice of the Meeting has been given. Article 11.3 of the articles of the company provide that a quorum is one person present or represented by proxy. Would the scrutineer, please submit the report on attendance?

Yes, good morning. Yes, the report confirms that there are 146,156,743 shares represented by proxy and 217,919 shares represented in person.

Thank you. There is a quorum present. As the appropriate Notice of the Meeting has been given and a quorum is present, I now declare this meeting to be regularly called and properly constituted for the transaction of business. In accordance with the company's articles, motions may be moved by any shareholder and are not required to be seconded. It should be noted that all of the shares to be voted at today's meeting, with the exception of Dan Young's shares, are being voted by proxy. Dan is a proxy holder and, as a result, will be the only person actually voting at today's meeting and has submitted a ballot voting his shares. Both proxies received, except for 6,837 shares, have voted in favor of the resolution. I will entertain a motion that this meeting authorize the secretary or the solicitors of the company to see to the destruction of the proxies returned for this meeting if no questions are raised concerning the meeting within 3 months from today.

I move the proposal as presented.

All those in favor?

Yes, in favor.

Contrary, if any? Carried. Primary item of business is to consider, pursuant to the interim order and if deemed available to pass, with or without variation a special resolution to authorize and approve a plan of arrangement involving the company Jadestone Energy plc and Jadestone Energy Holdings Limited, whereby, subject to the terms and conditions of the arrangement agreement dated March 15, 2021, between the company Jadestone Energy plc and Jadestone Energy Holdings Limited, Jadestone Energy Holdings Limited will acquire all of the issued and outstanding common shares of the company, as more particularly described in the circular. If the arrangement resolution is duly passed and the requisite approvals are obtained, Jadestone Energy Limited will acquire all of the issued and outstanding common shares of the company, and the shareholders of the company will receive 1 common share of Jadestone Energy plc for each common share of the company held. The company's Board of Directors has determined that the arrangement is fair to the shareholders of the company and is in the best interest of the company and recommend shareholders of the company vote in favor of the arrangement resolution. The arrangement resolution must be approved by a special resolution passed by not less than 66 2/3% of the votes cast by shareholders of the company in person or represented by proxy at the meeting. I will ask for a motion to approve the resolution in the form set out at Page B1 of the Information Circular.

I move the proposal to approve the resolution.

We will now vote on the motion, and I direct that a poll be taken. With all ballots having been counted, the scrutineer has presented the report on the motion. The results of the vote are that 146,367,825 common shares voted for the resolution and 6,837 common shares voted against the motion. The resolution has passed. I now declare that the motion is adopted and the shareholders have approved the arrangement resolution. Is there any other business which may be properly brought before this meeting? If not, are there any further questions? As there is no further business, I declare the meeting concluded. Thank you for attending.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.