ACQUISITIONS AND DIVESTITURE

12 Months Ended

Dec. 31, 2025

Canada Asset Divestment

In December 2025, the Company’s Board of Directors approved the sale of the Company’s oil and gas properties in Canada. As of December 31, 2025, the assets and liabilities associated with the Canada Asset Divestment (defined below) were classified as held for sale on our Consolidated Balance Sheet. The Canada Asset Divestment does not qualify as a discontinued operation under FASB ASC Topic 205, Presentation of Financial Statements, as it does not represent a strategic shift that will have a major effect on the Company's operations or financial results.

Upon classification as held for sale, the Company recorded an impairment loss of $67.2 million to adjust the carrying value of the assets held for sale to their estimated fair value less cost to sell. The impairment loss is presented in the “Impairment loss on assets held for sale” line item in the Consolidated Statements of Operations and Comprehensive Income (Loss). The following table sets forth the carrying value of the assets and liabilities held for sale:

Balance Sheet Classification

December 31, 2025

(in thousands)

Current assets (Derivative assets, current)

Current assets held for sale

179

Crude oil, natural gas and NGLs properties and equipment, net

Noncurrent assets held for sale

31,826

Current liabilities (Asset retirement obligation, current)

Current liabilities held for sale

(183)

Asset retirement obligations

Noncurrent liabilities held for sale

(7,403)

Net assets held for sale

24,419

As previously discussed, the Company reviews the crude oil, natural gas and NGLs properties and equipment quarterly at each reporting period or whenever events or changes in circumstances indicate that the carrying amount of such properties may not be recoverable. Impairment assessments are performed in connection with the preparation of the financial statements, ensuring that recognized losses reflect conditions as of the reporting date. As further discussed above, the Company determined that the Canada Asset Divestment met the criteria for classification as held for sale as of December 31, 2025. This determination constituted a triggering event requiring an impairment assessment, which was performed concurrently with the Company’s periodic impairment evaluation as of December 31, 2025.

On February 4, 2026, the Company entered into an asset purchase agreement (the “Canada APA”) to sell all of our operating assets in Canada (the “Canada Asset Divestment”) to a third party purchaser for a purchase price of $24.4 million

(C$33.4 million) to be settled in cash, subject to customary adjustments. The Canada Asset Divestment closed on February 19, 2026 with an effective date of February 1, 2026 for an adjusted purchase price of $25.5 million (C$34.9 million), subject to additional customary post-closing adjustments. The net cash proceeds from the divestment was primarily used to fund our capital expenditures and for working capital purposes. The Canada Asset Divestment represents the Company’s complete exit of its Canadian oil and gas operations.

Acquisition of Interest in CI-705 Block

In March 2025, the Company farmed into the CI-705 block offshore Côte d’Ivoire. The Company is the operator of the CI-705 block with a 70% working interest and a 100% paying interest through a commercial carry arrangement and is partnering with two other parties. The CI-705 block is located in the Tano basin, west of the Company's CI-40 Block, where the Baobab and Kossipo oil fields are located. The total amount of acquisition costs for this transaction is approximately $3.0 million.

FPSO Acquisition

In February 2025, the Company, through the joint operating agreement operator, completed the acquisition of the Baobab floating, production, storage and offloading vessel (the “Baobab FPSO”) in Côte d'Ivoire for a total purchase price of $20.0 million, or approximately $6.1 million net cost to the Company.

Svenska Acquisition

On April 30, 2024, the Company completed the acquisition of all of the issued shares in the capital of Svenska Petroleum Exploration Aktiebolag, a company incorporated in Sweden (“Svenska”) for a net adjusted purchase price of $40.2 million (the “Svenska Acquisition”). The total purchase price consideration 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 within the purchase price allocation.

As a result of comparing the purchase price to the fair value of the assets acquired and liabilities assumed, an initial $19.9 million bargain purchase gain was recognized as of the close date. The purchase price allocation was finalized in the fourth quarter of 2024 and 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. 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.

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

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 year 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(a)(b)		$	38,336	95,740

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