Endeavor Energy-Songon Position Statement

In light of recent events related to the 372 MW Songon Gas-to-Power Project in Côte d’Ivoire, Endeavor Energy wishes to provide precise and accurate information regarding its involvement in the project, the nature of its relationship with local partner Starenergie 2073 and Endeavor’s continued efforts to push the project forward.

On 19 March 2015, Endeavor and Starenergie signed a Joint Development Agreement (JDA) to develop Songon. The JDA, which remains in effect today, is equitably structured to reward the project development efforts previously carried out by Starenergie while also recognizing the necessity for substantial additional development by a world-class developer to ensure the successful financing, construction, ownership and operations of a first-class power plant that meets international standards.

Starenergie entered into the JDA based on (i) Endeavor’s management team’s strong track record of developing power projects in Africa and elsewhere around the world; (ii) Endeavor’s substantial financial resources (resulting from the backing of global private equity firm Denham Capital, which has more than USD8bn under management); (iii) Endeavor’s ability to provide optimal fuel solutions for the project; and (iv) Endeavor’s commitment to develop Songon using “best-in-class” standards that ensure Songon will deliver dependable, low cost energy to the people of Côte d’Ivoire for the 35 years of the Concession Agreement.

Despite various inappropriate actions and breaches of the JDA by Starenergie, Endeavor has continued to comply with its obligations under the JDA. Moreover, to advance its primary goal of delivering a world-class power plant to Côte d’Ivoire, Endeavor had previously expressed in writing to Starenergie a willingness to go beyond its contractual obligations and fund all the remaining costs to complete the development of the project, as well as, acquire a majority stake in Starenergie ahead of Financial Close, given apparent financial difficulties of Starenergie.

Endeavor’s first priority is to ensure the efficient development of Songon and deliver a world-class power plant that will provide a long-term, cost effective, reliable and environmentally-friendly power solution to Côte d’Ivoire by 2018. Endeavor has, in fact, actively developed the project and has funded several million dollars toward its development. Endeavor activities and funding have resulted in, among other things:

* Overhauling the Environmental and Social Impact Assessment so that the project will comply with World Bank guidelines and Equator principles (the previous environmental studies completed by Starenergie did not comply with these internationally recognized guidelines). In addition to compliance with international standards, seeking to ensure that the local community and Ivorian people’s well-being will only be positively impacted by the plant.

* Funding and completing the technical and market studies required to deliver a competitive fuel solution, which we now intend to contribute to the National LNG Company – currently being formed by the Government of Côte d’Ivoire – to facilitate the development of the country’s first liquefied natural gas (LNG) import terminal.

* Funding and working with financial advisors and law firms to prepare the amendments to the Concession Agreement that are required to obtain debt financing.

* Conducting an international EPC contract tender process for construction of the power plant, in accordance with international best practices (as further described below).

Starenergie has not only been aware of but also participated in these activities with Endeavor.

Despite Endeavor’s efforts to advance the project under the JDA, Starenergie has created confusion and introduced unnecessary delays that detract from project development. Most recently:

* Until mid-August 2016, Endeavor and Starenergie had been working jointly and transparently to launch the EPC contract tender for construction of the Songon power plant. Eleven companies were pre-selected earlier in the year, including two subsidiaries of China Energy Engineering Corporation (CEEC).

* On 20 August 2016, Starenergie violated the JDA by unilaterally signing an EPC contract with CEEC. Endeavor was not consulted nor involved in this signing. It would appear as if CEEC was misled as to Starenergie’s contractual rights as well.

* The official joint tender under the JDA was set to be issued in late August 2016, just days after Starenergie’s public contract signing. Starenergie’s attempt to “shortcut” the internationally recognized competitive tender would violate international best practices and significantly reduce the ability of the project to attract funding from multilateral financial institutions.

* The opaque process and attempt to make a unilateral award can by itself cause harm to the integrity of the energy sector in Côte d’Ivoire. These actions also compromise the efficient advancement of the project, while introducing adverse risk affecting the project. This unnecessary departure from sound practices and contractual obligations is not in the best interest of Côte d’Ivoire.

Endeavor wants to further clarify:

* Under the JDA, Endeavor has control over the project and has allocated funds for equity, making Starenergie’s attempts to raise third party equity futile and endanger the reputation of those that are being solicited.

* The U.S. government, which has been highly supportive of Endeavor, is at pains to ensure that international best practices are met in the interest of Côte d’Ivoire and that contractual obligations are to be supported under international law.

* Endeavor is fully committed to enforcing its rights under the JDA and will seek redress against Starenergie and anyone tortiously interfering with its contractual rights.

Endeavor is disappointed by Starenergie’s actions, which are inconsistent with both our JDA agreement and international best practices. More importantly, none of these actions are in the interest of Côte d’Ivoire. The Ivorian people deserve better.

We at Endeavor remain committed to both the local community and to the Ivorian people. In building for the future with Songon, Endeavor is also committed to transfer knowledge and skills to Ivorian professionals through our partnership approach to project development. This will include local recruiting and training programs for this important project, so that the Ivorian people living in Songon’s communities can have a central part in bringing the project online and in keeping it operating at top levels of performance for decades.

Finally, Endeavor has committed to financially support the U.S. First Lady Michelle Obama’s “Let Girls Learn” initiative for Côte d’Ivoire and other African countries, in conjunction with the U.S. Peace Corps. The strength of a community is drawn from all of its members.

We look forward to rapidly moving forward this vital project with and for the Ivorian people.