ACQUISITIONS

12 Months Ended

Dec. 31, 2024

Svenska Acquisition

On February 29, 2024, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) to purchase all of the issued shares in the capital of Svenska Petroleum Exploration Aktiebolag, a company incorporated in Sweden (“Svenska”) for $66.5 million in cash (the “Purchase Price”), subject to certain adjustment as described in the Share Purchase Agreement (the “Svenska Acquisition”). The Company subsequently closed the Svenska Acquisition for the net purchase price of $40.2 million, on April 30, 2024 after certain regulatory and government approvals were received. The Purchase Price was funded with $40.2 million of the Company’s cash-on-hand. Cash acquired in the business combination included $31.8 million of cash and cash equivalents as well as restricted cash of $8.8 million which nets to $0.4 million cash received on the business combination as disclosed within the consolidated statements of cash flows.

The Svenska Acquisition added to the Company’s diversified African-focused asset portfolio.

The Svenska Acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. The following tables summarize the cash paid for the purchase price and the final purchase price allocation of the acquisition consideration.




	April 30, 2024		Measurement Period Adjustment		April 30, 2024 (As Adjusted)
	(in thousands)
Purchase Consideration
Cash	$	40,166	$	—	$	40,166
Total purchase consideration	$	40,166	$	—	$	40,166

	April 30, 2024		Measurement Period Adjustment		April 30, 2024 (As Adjusted)
	(in thousands)
Assets acquired:
Cash and cash equivalents	$	31,789	$	466	$	32,255
Other receivables, net	830		—		830
Crude oil inventory	14,981		—		14,981
Prepayments and other	409		—		409
Crude oil, natural gas and NGLs properties and equipment, net	100,188		6,901		107,089
Restricted cash	8,788		—		8,788
Other LT receivables	33		—		33
Deferred tax asset	28,153		(12,095)		16,058
Total assets acquired	185,171		(4,728)		180,443
Liabilities assumed:
Accounts payable	(2,506)		—		(2,506)
State oil liability	(19,447)		—		(19,447)
Accrued tax settlement	(8,788)		—		(8,788)
Accrued accounts payable invoices	(21,692)		—		(21,692)
Accrued liabilities and other	(19,083)		(301)		(19,384)
Asset retirement obligations	(15,694)		(11,617)		(27,311)
Deferred tax liability	(37,897)		10,280		(27,617)
Total liabilities acquired	(125,107)		(1,638)		(126,745)
Bargain purchase gain	(19,898)		6,366		(13,532)
Total purchase price	$	40,166	$	—	$	40,166

All assets and liabilities associated with Svenska’s interest in the producing Baobab field as well as the non-producing discovery located offshore of Nigeria, including crude oil and natural gas properties, asset retirement obligations and working capital items, were recorded at their estimated fair value. The crude oil and natural gas properties and asset retirement obligations were valued using an income approach, which are considered Level 3 fair value estimates. The Company used estimated future crude oil prices as of the closing date, April 30, 2024, to apply to the estimated reserve quantities acquired and market participant assumptions to the estimated future operating and development costs to arrive at the estimates of future net revenues. The future net revenues were discounted using the Company’s weighted average cost of capital to determine the fair value at closing. The valuations to derive the purchase price included the use of both proved and unproved categories of reserves, expectation for timing and amount of future development and operating costs, projections of future rates of production, and risk adjusted discount rates. Other estimates were used by the Company to determine the fair value of certain assets and liabilities. The purchase price allocation was finalized in the fourth quarter of 2024. As a result of comparing the purchase price to the fair value of the assets acquired and liabilities assumed, a $19.9 million bargain purchase gain was recognized as of the close date. The bargain purchase gain is primarily attributable to a stronger forward pricing curve for oil and gas reserves on the date of the closing of the acquisition than was used for the purposes of the negotiations of the purchase price paid for Svenska.

During the year ended December 31, 2024, the Company made adjustments to the amounts assigned to the net assets acquired based on new information obtained about facts and circumstances that existed as of the Svenska Acquisition date. As a result, the bargain purchase gain was reduced by $6.4 million This adjustment is included in “Bargain purchase gain” under “Other income (expense)” in the consolidated statements of operations and comprehensive income.

Post-Acquisition Operating Results. The table below summarizes amounts contributed by the Cote d’Ivoire assets acquired in the Svenska Acquisition to the Company's consolidated results for the period from April 30, 2024 through December 31, 2024.


	April 30, 2024 through December 31, 2024
	(in thousands)
Crude oil, natural gas and natural gas liquids sales	$	95,082
Net income	12,143

The unaudited pro forma results presented below have been prepared to give effect to the Svenska Acquisition discussed above on the Company’s results of operations for the years ended December 31, 2024 and 2023, as if the acquisition had been consummated on January 1, 2023. The unaudited pro forma results do not purport to represent what the Company’s

actual results of operations would have been if the Svenska Acquisition had been completed on such date or to project the Company’s results of operations for any future date or period.


	Year Ended December 31,
		2024		2023

	(in thousands)
Pro forma (unaudited)
Crude oil, natural gas and natural gas liquids sales		$	510,513	$	632,514
Operating income		$	120,681	243,228
Net income (loss) (a)(b)		$	38,336	95,740

Basic net income (loss) per share:
Net income (loss)		$	38,336	$	95,740
Net income (loss) per share		$	0.37	$	0.90
Basic weighted average shares outstanding		103,669		106,376
Diluted net income (loss) per share:
Net income (loss)		$	38,336	$	95,740
Net income (loss) per share		$	0.37	$	0.90
Diluted weighted average shares outstanding		103,747		106,555

(a)The unaudited pro forma net income (loss) for the year ended December 31, 2024 excludes a nonrecurring pro forma adjustment directly attributable to the Svenska Acquisition, consisting of a bargain purchase gain of $13.5 million.

(b) The unaudited pro forma net income (loss) for the year ended December 31, 2023 excludes a nonrecurring pro forma adjustment attributable to the TransGlobe Acquisition, consisting of a bargain purchase gain adjustment of $1.4 million.

TransGlobe Acquisition

On October 13, 2022, the Company completed the business combination with TransGlobe Energy Corporation (“TransGlobe”), pursuant to an Arrangement Agreement previously entered into between the Company and TransGlobe (the “Arrangement Agreement”), whereby we acquired all of the issued and outstanding common shares of TransGlobe (the “TransGlobe Acquisition”), for a final adjusted purchase price of $274.1 million. As a result, TransGlobe became a direct wholly-owned subsidiary of the Company. We recognized an adjusted bargain purchase gain of $9.4 million from the transaction based on the difference in the fair value of assets and liabilities assumed and the purchase price and is included in the “Other income (expense), net” in the consolidated statements of operations and comprehensive income. We acquired our assets in Egypt and Canada through the TransGlobe Acquisition.

For the year ended December 31, 2022, included in the line item “Other income (expense), net” is $14.6 million of transactions costs associated with the TransGlobe Acquisition.

The unaudited pro forma results presented below have been prepared to give the effect to the TransGlobe Acquisition discussed above on the Company’s results of operations for the years ended December 31, 2022, as if the TransGlobe Acquisition had been consummated on January 1, 2021. The unaudited pro forma results do not purport to represent what the Company’s actual results of operations would have been if the TransGlobe Acquisition had been completed on such date or to project the Company’s results of operations for any future date or period.


	Year Ended December 31, 2022			Measurement Period Adjustment			Year Ended December 31, 2022 (As Adjusted)
	(in thousands)
Pro forma (unaudited):
Crude oil, natural gas and natural gas liquids sales	$	547,670	(a)	$	—		$	547,670	(a)
Operating income	$	267,582	(b)	$	—		$	267,582	(b)
Net income	$	130,425	(c)	$	1,412	(d)	$	131,837	(c)


Basic net income per share:	$	1.21		$	0.01	(d)	$	1.22
Basic weighted average shares outstanding	108,206			108,206			108,206

Diluted net income per share:	$	1.20		$	0.01	(d)	$	1.21
Diluted weighted average shares outstanding	108,642			108,642			108,642

(a)The unaudited pro forma net revenues associated with Crude oil, natural gas and natural gas liquids sales have been adjusted for shipping and handling costs based on the Company’s historical policy and revenue recognition is based on the Company’s working interest, less royalties, the entitlement method.

(b)The unaudited pro forma operating income for the year ended December 31, 2022 removes the $23.7 million impairment reversal recorded by TransGlobe in 2022, excludes $10.2 million of severance costs associated with the TransGlobe Acquisition, excludes $6.5 million of TransGlobe Acquisition transaction costs, reclassifies depreciation expense, for certain leases identified as operating leases, to production expense and adjusts depreciation, depletion and amortization expense related to the depletable assets and asset retirement obligations acquired in the TransGlobe Acquisition based on the purchase price allocation.

(c)The unaudited pro forma net income for the year ended December 31, 2022 excludes $14.6 million of transaction costs incurred by the Company associated with the TransGlobe Acquisition, excludes the bargain purchase gain of $10.8 million and reclassifies interest expense, for certain leases identified as operating leases, as production expense.

(d)The Measurement Period Adjustment is due to an original deferred tax liability being estimated at closing. Additional information about the deferred tax liability was identified in the first part of 2023 creating the need for the $1.4 million adjustment.