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Item 9A. Controls and Procedures

2025-03-17 compared with 2024-03-15 · 767 added, 917 removed, 1237 unchanged (58% of the section changed)

Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer (“CEO”) and principal financial officer (“CFO”), to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

Management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023.

Management, including our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024 due to the material weaknesses in our internal control over financial reporting described below.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and our Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of management, including our principal executive and principal financial officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

Our management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Internal control over financial reporting is a process designed under the supervision of our CEO and our CFO, overseen by our Board of Directors and Audit Committee, and effected by management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes using the framework in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”).

Such internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on the evaluation, our management concluded that, the Company’s internal control over financial reporting was effective as of December 31, 2023.

REMEDIATION OF MATERIAL WEAKNESSES

As discussed in our Annual Report on Form 10-K for the year ended December 31, 2022, our management concluded that there were material weaknesses in our internal control over financial reporting related to (i) accounting for leases, (ii) complex accounting for business combinations, (iii) financial reporting and consolidation, and (iv) accounting for income taxes.

In response to the identified material weakness at December 31, 2022, our management, with oversight from our Audit Committee, made the following changes in its financial reporting processes in 2023:

We added additional resources to the accounting and finance function who had relevant public company financial reporting, accounting and internal controls skillsets.

We redesigned our control framework related to accounting for leases, complex accounting for business combinations, financial reporting and consolidation, and the accounting for income taxes.

Through this, the company redesigned the controls over the application of the proper accounting treatment for these business processes and defined the precision and the performance of our controls.

We enhance d documentary evidence for relevant management review controls over certain business processes including precision of review and evidence of review procedures performed to demonstrate effective operation of such controls.

After completing our testing of the design and operational effectiveness of these controls, our management concluded that we remediated the previously identified material weaknesses as of December 31, 2023.

Our internal controls over financial reporting as of December 31, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report.

KPMG LLP has provided an attestation report on the Company’s internal control over financial reporting which is included in Item 8 of this Annual Report.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

The Company’s management, with participation of the CEO and CFO, under the oversight of our Board of Directors, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using the COSO framework.

Based on that evaluation, our management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024 due to the material weaknesses in internal control over financial reporting described below.

Management identified the following material weaknesses in internal control over financial reporting as of December 31, 2024.

• The Company had ineffective general information technology controls (“GITCs”) that support the consistent operation of the Company’s information technology (“IT”) systems, specific to its procure-to-pay system.

As a result, automated process-level controls and manual controls dependent upon the accuracy and completeness of information derived from that IT system were also ineffective because they could have been adversely impacted;

• The Company did not effectively design, implement, or operate process-level control activities related to its financial reporting process, specific to its procure-to-pay process.

Management concluded that these material weaknesses were primarily due to an ineffective control environment that resulted in ineffective risk assessment:

• The Company did not have a sufficient number of trained resources with expertise in and responsibility and accountability for the design, implementation, operation and documentation of internal control over financial reporting and IT systems.

• The Company did not have an effective risk assessment process as we did not adequately assess and manage the risks to our operations following the implementation of the procure-to-pay system, which affected our financial reporting, and we did not establish effective internal control over the procurement process, including risks resulting from the reliance on a third-party service provider, or changes in the external environment and business operations, at a sufficient level of detail to identify all relevant risks of material misstatement to the consolidated financial statements and design and implement internal controls that responded to those risks.

The material weaknesses identified did not result in any misstatements in the consolidated financial statements or disclosures for any interim periods during or for the annual period ended December 31, 2024;

however, a reasonable possibility exists that material misstatements in the Company’s financial statements will not be prevented or detected on a timely basis.

The Company’s independent registered public accounting firm, KPMG LLP (“KPMG”), who audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG’s report appears beginning on page F- 5 of this Annual Report on Form 10-K.

As previously disclosed, on April 30, 2024, we completed the acquisition of Svenska, which is operated under its own set of internal controls.

We are currently integrating this acquisition into our control environment.

In executing this integration, we are analyzing, evaluating and, where appropriate, making changes in controls and procedures in a manner commensurate with the size, complexity and scale of operations subsequent to the acquisition.

We expect to complete the Svenska integration in fiscal year 2025.

SEC guidance permits management to omit an assessment of an acquired business’s internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from date of acquisition.

Consequently, we excluded Svenska from our assessment of internal control over financial reporting as of December 31, 2024.

Svenska accounted for 20% of our consolidated total assets at December 31, 2024 and 20% of our consolidated operating revenue for the year ended December 31, 2024.

Remediation Activities

We have strengthened our internal control over financial reporting for our year-end closing and reporting process and are committed to ensuring that our controls continue to mature and operate effectively.

Our Board of Directors and management have prioritized the implementation of a remediation plan, taking the necessary actions to address the root causes that contributed to our material weaknesses and other deficiencies identified and to establish and maintain effective internal control over financial reporting.

The following actions and plans have been undertaken or are being undertaken:

• We continued to hire and train our employees to reinforce the importance of a strong control environment and clearly communicate expectations to emphasize responsibilities and the technical requirements for internal controls.

• We continued to enhance the design of existing control activities and implemented additional process-level control activities, including related GITCs.

• We enhanced user access provisioning and monitoring controls for certain IT systems to enforce appropriate system access as well as controls supporting change management.

We are committed to ensuring that our internal control over financial reporting is designed and operating effectively.

Management believes the efforts taken to date to enhance the design and effectiveness of controls have been robust and have increased our overall ability to mitigate material financial risk.

In fiscal year 2025 we expect to continue to enhance our internal control over financial reporting, including the following:

• Continuing to recruit key positions within our technology, accounting, business operations and other support functions with appropriate qualified experience and IT knowledge to enhance our risk assessment processes and internal control capabilities, allow for appropriate change management, and provide appropriate oversight and reviews.

• Designing and implementing a continuous risk assessment process to identify and assess risks of material misstatement and ensure that the impacted financial reporting processes and related internal controls are properly designed and in place to respond to those risks in our financial reporting.

• Working to establish a comprehensive GITC risk evaluation process and invest in people and technology to address gaps in IT Systems Security controls, IT Systems Change Management controls, and IT Systems Batch/Program Monitoring controls, including design of controls to address gaps over our GITC’s for our procure-to-pay system, which we plan to start implementing in first quarter of 2025.

Although we intend to complete the remediation process as promptly as possible, we cannot at this time estimate how long it will take to remediate the material weaknesses described above.

We may discover additional material weaknesses that require additional time and resources to remediate, and we may decide to take additional measures to address the material weaknesses or modify the remediation steps described above.

In addition, while certain of the activities described above have continued to enhance our internal control over financial reporting, certain of these newly designed controls have not operated effectively for a sufficient period of time to be able to conclude on effectiveness.

We remain committed to continue investing significant time and resources and taking actions to remediate the material weaknesses in our internal control over financial reporting as we work to further enhance our control environment.

Until these material weaknesses are remediated, we plan to continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with U.S.

Changes in Internal Control over Financial Reporting

Other than as stated above, there have been no changes in our internal control over financial reporting during the three months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the material weaknesses discussed above, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a - 1 (f) of the Exchange Act) adopted, terminated or modified a Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

During the year ended December 31, 2024 , none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

Information required by this item will be included in the proxy statement for our 2024 annual meeting, which will be filed with the SEC within 120 days of December 31, 2023, and that is incorporated herein by reference.

Information required by this item will be included in our proxy statement for our 2025 annual meeting, which will be filed with the SEC within 120 days of December 31, 2024, and that is incorporated herein by reference.

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this item under Item 403 of Regulation S-K concerning the security ownership of certain beneficial owners and management will be included in the proxy statement for our 2024 annual meeting, which will be filed with the SEC within 120 days of December 31, 2023, and which is incorporated herein by reference.

Information required by this item under Item 403 of Regulation S-K concerning the security ownership of certain beneficial owners and management will be included in our proxy statement for our 2025 annual meeting, which will be filed with the SEC within 120 days of December 31, 2024, and which is incorporated herein by reference.

The following table provides information as of December 31, 2024 regarding the number of shares of common stock that may be issued under our compensation plans.

Please refer to Note 17 to the Financial Statements for additional information on stock-based compensation.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants, and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issues under equity compensation plans (excluding securities reflected in the first column)

Please refer to Part IV, Item 15., Note 17.

Stock-based Compensation and Other Benefit Plans to the Consolidated Financial Statements for additional information on stock-based compensation.

Plan Category Number of securities to be issued upon

exercise of outstanding options, warrants,

and rights Weighted average exercise price of

outstanding options, warrants and rights Number of securities remaining available

for future issues under equity

compensation plans (excluding securities

reflected in the first column)

Equity compensation plans approved by security holders 1,118,048 $ 5.32 4,022,832

Total 1,118,048 $ 5.32 4,022,832

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

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Certificate of Elimination of Series A Junior Participating Preferred Stock of VAALCO Energy, Inc., dated as of December 22, 2015 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 23, 2015, and incorporated herein by reference).

Description of securities (filed as Exhibit 4.1 to the Company’s Current Report on Form 10-K filed on March 9, 2020, and incorporated herein by reference).

Description of Securities

Exploration and Production Sharing Contract, dated July 7, 1995, between the Republic of Gabon and VAALCO Gabon (Etame), Inc.

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Form of Stock Appreciation Rights Agreement under the VAALCO Energy, Inc.

2016 Stock Appreciate Rights Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 15, 2016, and incorporated herein by reference).

2016 Stock Appreciation Rights Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 15, 2016, and incorporated herein by reference).

Form of Change in Control Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2019, and incorporated herein by reference).

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2020 Long Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021, and incorporated herein by reference).

Amendment No.

2 to the VAALCO Energy, Inc.

2020 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2024, and incorporated herein by reference).

Form of Restricted Stock Award Agreement (Director) under the VAALCO Energy, Inc.

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and George Maxwell, effective as of November 23, 2022 (filed as Exhibit 10.21.2 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference).

Employment Agreement, dated as of May 25, 2021, by and between VAALCO Energy, Inc.

and Michael Silver (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2021, and incorporated herein by reference).

First Amendment to Employment Agreement, dated as of August 30, 2022, by and between VAALCO Energy, Inc.

and Michael Silver (filed as Exhibit 10.1 to the Company's Current Report on form 10-Q filed on November 8th, 2022, and incorporated herein by reference).

Amendment No.

3 to Executive Employment, effective June 6, 2024, by and between VAALCO Energy, Inc.

and George W.

Maxwell (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024, and incorporated herein by reference) .

Employment Agreement, by and between VAALCO Energy, Inc.

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and Ronald Bain (filed as Exhibit 10.23.2 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference).

Amendment No.

3 to Executive Employment, effective June 6, 2024, by and between VAALCO Energy, Inc.

and Ronald Y.

Bain (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024, and incorporated herein by reference).

TransGlobe Energy Corporation Amended and Restated Deferred Share Unit Plan (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference).

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(furnished as Exhibit 1 to TransGlobe Energy Corporation’s Report of Foreign Private Issuer on Form 6-k furnished on March 24, 2022, and incorporated herein by reference)

Facility Agreement, by and among VAALCO Energy, Inc., VAALCO Gabon (Etame), Inc., VAALCO Gabon, SA, Glencore Energy UK Ltd., the Law Debenture Trust Corporation P.L.C., and the other financial institutions named therein, dated May 16, 2022 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2022, and incorporated herein by reference).

Amended and Restated Facility Agreement, by and among VAALCO Energy, Inc., VAALCO Gabon (Etame), Inc., VAALCO Gabon, SA, Glencore Energy UK Ltd., the Law Debenture Trust Corporation P.L.C., and the other financial institutions named therein, dated October 3, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2023, and incorporated herein by reference).

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and Glencore Energy UK Ltd., dated May 20, 2022 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2022, and incorporated herein by reference).

Amended and Restated Executive Employment, effective April 18, 2024, by and between VAALCO Energy, Inc.

and Thor Pruckl (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024, and incorporated herein by reference) .

Amendment No.

1 to Executive Employment, effective June 6, 2024, by and between VAALCO Energy, Inc.

and Thor Pruckl (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024, and incorporated herein by reference).

Executive Employment Agreement, effective January 18, 2024, by and between VAALCO Energy, Inc.

and Matthew Powers (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024, and incorporated herein by reference) .

Amendment No.

1 to Executive Employment, effective June 6, 2024, by and between VAALCO Energy, Inc.

and Matthew Powers (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024, and incorporated herein by reference).

Borrowing Base Facility Agreement by and among VAALCO Energy, Inc., as the Original Borrower, The Financial Institutions listed in Schedule 1 thereto, as the Original Lenders, The Standard Bank of South Africa Limited, Isle of Man Branch, as the Mandated Lead Arranger, and The Standard Bank of South Africa Limited, as the Agent, dated March 4, 2025.

Insider Trading Policy .

List of subsidiaries of the Company .

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(International Properties) - Gabon

Report of Netherland, Sewell & Associates, Inc.

(International Properties) - Cote d'Ivoire

Report of GLJ Ltd.

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Schema Document.

Inline XBRL Calculation Linkbase Document.

Inline XBRL Definition Linkbase Document.

Inline XBRL Label Linkbase Document.

Inline XBRL Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101).

101.INS(a) Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH(a) Inline XBRL Taxonomy Schema Document.

101.CAL(a) Inline XBRL Calculation Linkbase Document.

101.DEF(a) Inline XBRL Definition Linkbase Document.

101.LAB(a) Inline XBRL Label Linkbase Document.

101.PRE(a) Inline XBRL Presentation Linkbase Document.

104(a) Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101).

_________________________________________

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* Management contract or compensatory plan or arrangement

**Information in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

** Information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K.

Form 10-K Summary

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VAALCO ENERGY, INC.

/s/ George W.M.

By /s/ George W.M.

Chief Executive Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 17th day of March 2025, by the following persons on behalf of the registrant and in the capacities indicated.

/s/ George Maxwell

Chief Executive Officer (Principal Executive Officer) and Director

Signature Title

/s/ George Maxwell Chief Executive Officer (Principal Executive Officer) and Director

George Maxwell

Chief Financial Officer (Principal Financial Officer)

/s/ Jason Doornik

Chief Accounting Officer (Principal Accounting Officer)

Jason Doornik

/s/ Ron Bain Chief Financial Officer (Principal Financial Officer)

/s/ Lynn Willis Chief Accounting Officer (Principal Accounting Officer)

/s/ Andrew L.

Chairman of the Board and Director

Fawthrop Chairman of the Board and Director

/s/ Catherine L.

/s/ Fabrice Nze-Bekale

Stubbs Director

/s/ Fabrice Nze-Bekale Director

Fabrice Nze-Bekale

/s/ Edward LaFehr

/s/ Edward LaFehr Director

Edward LaFehr

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of VAALCO Energy, Inc.

and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with U.S.

We have audited the accompanying consolidated balance sheets of VAALCO Energy, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 15, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited the adjustments to the 2022 consolidated financial statements to retrospectively apply the change in accounting due to the adoption of Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, as described in Note 3.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2022 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2022 consolidated financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 17, 2025 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of the impact of estimated crude oil, natural gas and natural gas liquids (NGLs) proved reserves on depletion expense related to crude oil and natural gas properties

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We evaluated the future operating and capital costs by comparing them to historical costs.

Fair value of oil and gas properties acquired in the Svenska business combination

As discussed in Note 4 to the consolidated financial statements, on April 30, 2024, the Company completed an acquisition of Svenska Petroleum Exploration Aktiebolag (Svenska acquisition), for a total consideration of $40.2 million.

The transaction was accounted for as a business combination using the acquisition method.

Under the acquisition method, the assets acquired and liabilities assumed were recorded at their acquisition date fair values.

As a result of the transaction the Company acquired oil and gas properties, which were recognized at their acquisition date fair value of $99.2 million.

The fair value of oil and gas properties were valued using the income approach.

The estimation of oil and gas reserves requires the expertise of reserve engineer specialists, who take into consideration future production, future operating and capital costs, and forecasted commodity prices inclusive of price differentials.

The Company engages independent reserve engineer specialists to estimate oil and gas reserves, which are an input to the fair value of the acquired oil and gas properties.

We identified the evaluation of the acquisition-date fair value of the oil and gas properties acquired in the Svenska acquisition as a critical audit matter.

Complex auditor judgment was required in evaluating the key assumptions used to estimate the fair value of the oil and gas properties as changes to those assumptions could have had a significant effect on the fair value.

The income approach utilized a risk adjusted discounted cash flow model, which included key assumptions related to future production, future operating and capital costs, forecasted commodity prices inclusive of price differentials, risk adjustment factors, and the discount rate.

Estimating oil and gas reserves requires the expertise of independent reserve engineer specialists.

Additionally, the audit effort associated with evaluating the forecasted commodity prices, risk adjustment factors, and the discount rate required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation process, including controls related to the determination of the key assumptions, as noted above, used to measure the fair value of the acquired oil and gas properties.

We assessed compliance of the methodology used by the Company’s independent reserve engineer specialists to estimate oil and gas reserves with industry and regulatory standards.

We compared the future production to historical Svenska production rates.

We evaluated the future operating and capital costs used by the Company by comparing them to Svenska’s historical costs incurred.

We evaluated the relevant price differentials used by the Company by comparing them to historical results.

We evaluated the professional qualifications and knowledge, skills, and ability of the Company’s internal reserve engineers, the independent reserve engineer specialists, and the independent reserve engineering firm.

We evaluated the relationship of the independent reserve engineer specialists and the independent reserve engineering firm to the Company.

We read and considered the report of the Company’s independent reserve engineering firm in connection with our evaluation of the Company’s oil and gas reserve estimates.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the forecasted commodity prices by comparing them to an independently developed range of forward price estimates using data from analysts and other industry sources

• evaluating the risk adjustment factors by comparing them to third party publications of risk adjustment factors utilized by market participants

• evaluating the discount rate by comparing it to a discount rate range that was independently developed using publicly available market data for comparable entities.

We have served as the Company’s auditor since 2023.

6 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of VAALCO Energy, Inc.

(the “Company”) as of December 31, 2022, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for the years ended December 31, 2022 and 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting due to the adoption of Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), as described in Notes 3 and 5, the accompanying consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows of VAALCO Energy, Inc.

(the “Company”) for the year ended December 31, 2022 (the 2022 consolidated financial statements before the effects of the change in accounting due to the adoption of ASU 2023-07 described in Notes 3 and 5 are not presented herein).

In our opinion, the 2022 consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting due to the adoption of ASU 2023-07 described in Notes 3 and 5, present fairly, in all material respects, the Company’s results of operations and cash flows for the year ended December 31, 2022 , in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting due to the adoption of ASU 2023-07 described in Notes 3 and 5 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by KPMG LLP.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

8 unchanged sentences

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated March 14, 2024 expressed an unqualified opinion on those consolidated financial statements.

In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 17, 2025 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness related to control deficiencies in general information technology controls and process-level controls within the accounts payable financial reporting process which were caused by an ineffective control environment that resulted in ineffective risk assessment, which has been identified and included in management’s assessment.

The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

The Company acquired Svenska Petroleum Exploration Aktiebolag during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Svenska Petroleum Exploration Aktiebolag’s internal control over financial reporting associated with 20% of total assets and 20% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Svenska Petroleum Exploration Aktiebolag.

Basis for Opinion

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CONSOLIDATED BALANCE SHEETS

As of December 31, 2023

As of December 31, 2022

(in thousands)

1 unchanged sentence

Cash and cash equivalents $ 82,650 $ 121,001

$ 121,001 $ 37,205

Restricted cash 143 114

Trade, net of allowances for credit loss and other of $ 0.5 and $ 0.0 million, respectively

Trade, net of allowances for credit loss and other of $ 0.2 million and $ 0.5 million, respectively

94,778 44,888

Accounts with joint venture owners, net of allowance for credit losses of $ 0.8 and $ 0.3 million, respectively

Foreign income taxes receivable

Egypt receivables and other, net of allowances for credit loss and other of $ 4.6 and $ 0.0 million, respectively

Accounts with joint venture owners, net of allowance for credit losses of $ 1.5 million and $ 0.8 million, respectively

Egypt receivables and other, net of allowances for credit loss and other of $ 0.0 million and $ 4.6 million, respectively

35,763 45,942

1 unchanged sentence

Prepayments and other 14,973 12,434

12,434 20,070

Total current assets 237,927 228,141

228,141 200,097

Crude oil, natural gas and NGLs properties and equipment, net 538,103 459,786

459,786 495,272

Other noncurrent assets:

3 unchanged sentences

Right of use finance lease assets 79,849 89,962

89,962 90,698

Deferred tax assets 55,581 29,242

29,242 35,432

Abandonment funding 6,268 6,268

Other long-term assets 1,209 1,430

$ 823,216 $ 855,641

Total assets $ 954,950 $ 823,216

LIABILITIES AND SHAREHOLDERS' EQUITY

1 unchanged sentence

Accounts payable $ 11,756 $ 22,152

$ 22,152 $ 59,886

Accounts with joint venture owners 3,324 5,990

Accrued liabilities and other 107,710 67,597

66,924 91,392

Operating lease liabilities - current portion 3,512 2,396

1 unchanged sentence

Foreign income taxes payable 42,043 19,261

Current liabilities - discontinued operations

Total current liabilities 181,728 127,475

127,475 162,090

Asset retirement obligations 78,592 47,343

47,343 41,695

Operating lease liabilities - net of current portion 13,903 33

Finance lease liabilities - net of current portion 67,377 78,293

78,293 78,248

Deferred tax liabilities 93,904 73,581

73,581 81,223

Other long-term liabilities 17,863 17,709

17,709 25,594

Total liabilities 453,367 344,434

344,434 389,536

Commitments and contingencies (Note 12)

6 unchanged sentences

Additional paid-in capital 362,578 357,498

357,498 353,606

Accumulated other comprehensive income

Accumulated other comprehensive income (loss) ( 4,962 ) 2,880

Less treasury stock, 18,560,931 and 17,051,320 shares, respectively, at cost

1 unchanged sentence

Retained earnings 209,761 177,486

177,486 147,024

Total shareholders' equity 501,583 478,782

478,782 466,105

Total liabilities and shareholders' equity $ 954,950 $ 823,216

$ 823,216 $ 855,641

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

(in thousands, except per share amounts)

Crude oil, natural gas and natural gas liquids sales $ 478,988 $ 455,066 $ 354,326

$ 455,066 $ 354,326 $ 199,075

Operating costs and expenses:

Production expense 163,500 153,157 112,661

153,157 112,661 81,255

FPSO demobilization and other costs — 7,484 8,867

7,484 8,867 —

Exploration expense 48 1,965 258

1,965 258 1,579

Depreciation, depletion and amortization 143,034 115,302 48,143

115,302 48,143 21,060

General and administrative expense 29,684 23,840 10,077

23,840 10,077 14,766

Credit (recovery) losses and other 6,304 ( 4,906 ) 3,082

( 4,906 ) 3,082 875

Total operating costs and expenses 342,570 296,842 183,088

296,842 183,088 119,535

Other operating income (expense), net

433 38 ( 440 )

Other operating expense, net 78 433 38

Operating income 136,496 158,657 171,276

158,657 171,276 79,100

Other income (expense):

Derivative instruments gain (loss), net ( 745 ) 232 ( 37,812 )

232 ( 37,812 ) ( 22,826 )

Interest income (expense), net

( 6,452 ) ( 2,034 ) 10

Interest expense, net ( 3,732 ) ( 6,452 ) ( 2,034 )

Bargain purchase gain 13,532 ( 1,412 ) 10,819

Other income (expense), net ( 5,754 ) ( 894 ) ( 18,939 )

( 2,291 ) ( 8,048 ) 3,494

Total other expense, net

( 8,511 ) ( 47,894 ) ( 19,322 )

Income from continuing operations before income taxes

150,146 123,382 59,778

Income tax expense (benefit)

89,777 71,420 ( 22,156 )

Income from continuing operations

60,369 51,962 81,934

Loss from discontinued operations, net of tax

( 15 ) ( 72 ) ( 98 )

$ 60,354 $ 51,890 $ 81,836

Total other income (expense), net 3,301 ( 8,526 ) ( 47,966 )

Income before income taxes 139,797 150,131 123,310

Income tax expense 81,307 89,777 71,420

Net income $ 58,490 $ 60,354 $ 51,890

Other comprehensive income (loss)

Currency translation adjustments ( 7,842 ) 1,701 1,179

1,701 1,179 —

Comprehensive income $ 50,648 $ 62,055 $ 53,069

$ 62,055 $ 53,069 $ 81,836

Basic net income per share:

Income from continuing operations

$ 0.56 $ 0.74 $ 1.38

Loss from discontinued operations, net of tax

Net income per share $ 0.56 $ 0.56 $ 0.74

$ 0.56 $ 0.74 $ 1.38

Basic weighted average shares outstanding 103,669 106,376 69,568

106,376 69,568 58,230

Diluted net income per share:

Income from continuing operations

$ 0.56 $ 0.73 $ 1.37

Loss from discontinued operations, net of tax

Net income per share $ 0.56 $ 0.56 $ 0.73

$ 0.56 $ 0.73 $ 1.37

Diluted weighted average shares outstanding 103,747 106,555 69,982

106,555 69,982 58,755

See notes to consolidated financial statements

2 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY

Common Shares Issued

Treasury Shares

Additional Paid-In Capital

Accumulated Other Comprehensive Loss

Treasury Stock

Retained Earnings

Common Shares Issued Treasury Shares Common Stock Additional Paid-In

Capital Accumulated Other

Comprehensive Loss Treasury Stock Retained Earnings Total

(in thousands)

Balance at January 1, 2022 69,562 ( 10,939 ) 6,956 76,700 — ( 43,847 ) 104,488 $ 144,297

67,897 ( 10,366 ) 6,790 74,437 — ( 42,421 ) 22,652 $ 61,458

Shares issued - stock-based compensation 614 — 61 251 — — — 312

1,665 ( 573 ) 166 1,203 — — — 1,369

Stock-based compensation expense — — — 2,105 — — — 2,105

— — — 1,060 — — — 1,060

Treasury stock

— — — — — ( 1,426 ) — ( 1,426 )

— — — — — — 81,836 81,836

Balance at December 31, 2021

69,562 ( 10,939 ) $ 6,956 $ 76,700 $ — $ ( 43,847 ) $ 104,488 $ 144,297

Shares issued - stock-based compensation

614 — 61 251 — — — 312

Stock-based compensation expense

— — — 2,105 — — — 2,105

Conversion of Liability Awards to Equity — — — 5,336 — — — 5,336

— — — 5,336 — — — 5,336

Acquisition of TransGlobe 49,307 — 4,931 269,214 — — — 274,145

49,307 — 4,931 269,214 — — — 274,145

Treasury stock — ( 691 ) — — — ( 3,805 ) — ( 3,805 )

— ( 691 ) — — — ( 3,805 ) — ( 3,805 )

Dividend distributions — — — — — — ( 9,354 ) ( 9,354 )

— — — — — — ( 9,354 ) ( 9,354 )

Other comprehensive income — — — — 1,179 — — 1,179

— — — — 1,179 — — 1,179

— — — — — — 51,890 51,890

Net income — — — — — — 51,890 51,890

Balance at December 31, 2022 119,483 ( 11,630 ) $ 11,948 $ 353,606 $ 1,179 $ ( 47,652 ) $ 147,024 $ 466,105

119,483 ( 11,630 ) $ 11,948 $ 353,606 $ 1,179 $ ( 47,652 ) $ 147,024 $ 466,105

Shares issued - stock-based compensation 1,915 — 192 482 — — — 674

1,915 — 192 482 — — — 674

Stock-based compensation expense — — — 3,410 — — — 3,410

— — — 3,410 — — — 3,410

Treasury stock — ( 5,421 ) — — — ( 23,570 ) — ( 23,570 )

— ( 5,421 ) — — — ( 23,570 ) — ( 23,570 )

Dividend distributions — — — — — — ( 26,772 ) ( 26,772 )

— — — — — — ( 26,772 ) ( 26,772 )

Cumulative effect of adjustment upon adoption of ASU 2016-13 on January 1, 2023 — — — — — — ( 3,120 ) ( 3,120 )

— — — — — — ( 3,120 ) ( 3,120 )

Other comprehensive income — — — — 1,701 — — 1,701

— — — — 1,701 — — 1,701

— — — — — — 60,354 60,354

Net income — — — — — — 60,354 60,354

Balance at December 31, 2023 121,398 ( 17,051 ) $ 12,140 $ 357,498 $ 2,880 $ ( 71,222 ) $ 177,486 $ 478,782

121,398 ( 17,051 ) $ 12,140 $ 357,498 $ 2,880 $ ( 71,222 ) $ 177,486 $ 478,782

Shares issued - stock-based compensation 906 — 90 357 — — — 447

Stock-based compensation expense — — — 4,723 — — — 4,723

Treasury stock — ( 1,510 ) — — — ( 6,802 ) — ( 6,802 )

Dividend distributions — — — — — — ( 26,215 ) ( 26,215 )

Other comprehensive loss — — — — ( 7,842 ) — — ( 7,842 )

Net income — — — — — — 58,490 58,490

Balance at December 31, 2024 122,304 ( 18,561 ) $ 12,230 $ 362,578 $ ( 4,962 ) $ ( 78,024 ) $ 209,761 $ 501,583

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

$ 60,354 $ 51,890 $ 81,836

Net income $ 58,490 $ 60,354 $ 51,890

Adjustments to reconcile net income to net cash provided by operating activities:

Loss from discontinued operations, net of tax

Depreciation, depletion and amortization 143,034 115,302 48,143

115,302 48,143 21,060

Bargain purchase gain ( 13,532 ) 1,412 ( 10,819 )

1,412 ( 10,819 ) ( 7,651 )

Exploration expense 48 1,841 —

Deferred taxes ( 16,785 ) ( 2,864 ) 44,805

( 2,864 ) 44,805 ( 39,978 )

Unrealized foreign exchange loss 8 52 ( 1,043 )

52 ( 1,043 ) ( 291 )

Stock-based compensation 4,435 3,323 2,200

3,323 2,200 2,459

Cash settlements paid on exercised stock appreciation rights ( 154 ) ( 378 ) ( 827 )

( 378 ) ( 827 ) ( 3,271 )

Derivative instruments (gain) loss, net 745 ( 232 ) 37,812

( 232 ) 37,812 22,826

Cash settlements paid on matured derivative contracts, net ( 453 ) ( 127 ) ( 42,935 )

( 127 ) ( 42,935 ) ( 18,020 )

Cash settlements paid on asset retirement obligations ( 368 ) ( 6,747 ) ( 6,577 )

( 6,747 ) ( 6,577 ) —

Credit (recovery) losses and other

7,543 3,082 875

Credit losses and other 6,304 7,543 3,082

Other operating loss, net 34 55 ( 38 )

55 ( 38 ) 440

Operational expenses associated with equipment and other

3,196 2,052 2,415

Equipment and other expensed in operations 2,505 3,196 2,052

Change in operating assets and liabilities:

6,723 18,385 ( 11,308 )

Trade receivables, net ( 49,890 ) 6,723 18,385

Accounts with joint venture owners, net ( 757 ) 19,571 ( 18,929 )

19,571 ( 18,929 ) 1,594

Egypt receivables and other, net 5,644 14,802 ( 9,290 )

14,802 ( 9,290 ) ( 9,736 )

Crude oil inventory 7,488 1,387 ( 1,742 )

1,387 ( 1,742 ) 5,022

Prepayments and other ( 4,817 ) 4,743 ( 4,387 )

4,743 ( 4,387 ) 1,617

Value added tax and other receivables ( 7,110 ) 2,427 ( 5,193 )

2,427 ( 5,193 ) ( 1,593 )

Other long-term assets 2,869 3,830 ( 2,730 )

3,830 ( 2,730 ) ( 1,176 )

Accounts payable ( 13,198 ) ( 28,102 ) 23,920

( 28,102 ) 23,920 ( 922 )

Foreign income taxes receivable (payable) 22,682 22,030 ( 5,897 )

22,030 ( 5,897 ) 2,268

Accrued liabilities and other ( 33,504 ) ( 6,544 ) 6,964

( 6,544 ) 6,964 1,645

Net cash provided by (used in) continuing operating activities

223,612 128,918 50,209

Net cash used in discontinued operating activities

( 15 ) ( 72 ) ( 92 )

Net cash provided by (used in) operating activities

223,597 128,846 50,117

Net cash provided by operating activities 113,718 223,597 128,846

CASH FLOWS FROM INVESTING ACTIVITIES:

Property and equipment expenditures ( 102,996 ) ( 97,223 ) ( 159,897 )

( 97,223 ) ( 159,897 ) ( 16,558 )

Cash acquired from TransGlobe acquisition

Acquisition of crude oil and natural gas properties 877 — 36,686

— — ( 22,505 )

Net cash provided by (used in) continuing investing activities

( 97,223 ) ( 123,211 ) ( 39,063 )

Net cash used in discontinued investing activities

Net cash provided by (used in) investing activities

( 97,223 ) ( 123,211 ) ( 39,063 )

Net cash used in investing activities ( 102,119 ) ( 97,223 ) ( 123,211 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the issuances of common stock 447 673 312

673 312 1,369

Dividend distribution ( 26,216 ) ( 26,772 ) ( 9,354 )

( 26,772 ) ( 9,354 ) —

Treasury shares ( 6,802 ) ( 23,570 ) ( 3,805 )

( 23,570 ) ( 3,805 ) ( 1,426 )

Deferred financing costs — — ( 2,069 )

— ( 2,069 ) —

Payments of finance lease ( 10,477 ) ( 7,150 ) ( 3,039 )

( 7,150 ) ( 3,039 ) —

Net cash provided by (used in) in continuing financing activities

( 56,819 ) ( 17,955 ) ( 57 )

Net cash used in discontinued financing activities

Net cash provided by (used in) in financing activities

( 56,819 ) ( 17,955 ) ( 57 )

Net cash used in in financing activities ( 43,048 ) ( 56,819 ) ( 17,955 )

Effects of exchange rate changes on cash ( 3 ) ( 153 ) ( 218 )

( 153 ) ( 218 ) —

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 31,452 ) 69,402 ( 12,538 )

69,402 ( 12,538 ) 10,997

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 129,178 59,776 72,314

59,776 72,314 61,317

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 97,726 $ 129,178 $ 59,776

$ 129,178 $ 59,776 $ 72,314

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS SUPPLEMENTAL DISCLOSURES

To Be Updated

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

(in thousands)

1 unchanged sentence

Income taxes paid in-kind with crude oil $ 37,469 $ 32,776 $ 26,257

$ 32,776 $ 26,257 $ 20,103

Interest paid, net of amounts capitalized $ 6,714 $ 9,122 $ 1,656

$ 9,122 $ 1,656 $ —

Supplemental disclosure of non-cash investing and financing activities:

Property and equipment additions incurred but not paid at end of period $ 9,479 $ 14,137 $ 41,060

$ 14,137 $ 41,060 $ 15,021

Non-cash consideration exchanged in the acquisition of TransGlobe $ — $ — $ 274,145

$ — $ 274,145 $ —

Recognition of right-of-use operating lease assets and liabilities $ 17,649 $ 2,582 $ —

$ 2,582 $ — $ 581

Recognition of right-of-use finance lease assets and liabilities $ — $ 7,875 $ 87,166

$ 7,875 $ 87,166 $ —

Reclassification of other long-term assets to right-of-use finance lease assets $ — $ — $ 4,116

$ — $ 4,116 $ —

Liability awards converted to equity $ — $ — $ 5,336

$ — $ 5,336 $ —

Asset retirement obligations adjustments $ 27,424 $ 2,487 $ —

$ 2,487 $ — $ 21,733

See notes to consolidated financial statements.

4 unchanged sentences

(together with its consolidated subsidiaries “we”, “us”, “our”, “VAALCO” or the “Company”) is a Houston, Texas-based independent energy company engaged in the acquisition, exploration, development and production of crude oil, natural gas and NGLs properties.

As operator, the Company has production operations and conducts exploration activities in Gabon and Canada and hold interests in two production sharing contracts ("PSCs") in Egypt.

The Company has opportunities to participate in development and exploration activities in Equatorial Guinea, West Africa.

On October 13, 2022, the Company completed the business combination involving TransGlobe Energy Corporation (“TransGlobe”),

As of December 31, 2023 , the Company’s consolidated subsidiaries were VAALCO Gabon (Etame), Inc., VAALCO Production (Gabon), Inc., VAALCO Gabon S.A., VAALCO Angola (Kwanza), Inc., VAALCO Energy (EG), Inc., VAALCO Energy Mauritius (EG) Limited, VAALCO Energy, Inc.

(UK Branch), VAALCO Energy (USA), Inc, VAALCO Energy (International), LLC, VAALCO Energy (Holdings), LLC, VAALCO International Management, LLC, TransGlobe Energy Corporation, TransGlobe Energy UK Ltd, TransGlobe Petroleum International Inc., TransGlobe Holdings Yemen Inc., TransGlobe West Bakr Inc., TransGlobe West Gharib Inc., TransGlobe Energy Marketing Inc., TransGlobe NW Gharib Inc.

and TransGlobe S Ghazalat Inc.

We have a diversified African-focused asset portfolio in Gabon, Egypt, Cote d'Ivoire, Nigeria and Equatorial Guinea, as well as producing properties in Canada.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

Actual results could differ from those estimates.

Estimates of crude oil, natural gas and NGLs reserves used to estimate depletion expense and impairment charges require significant judgments and are generally less precise than other estimates made in connection with financial disclosures.

Estimates of crude oil, natural gas and NGLs reserves used to estimate depletion expense and impairment charges, as well as to estimate the fair value of assets and liabilities acquired in business combinations, require significant judgments and are generally less precise than other estimates made in connection with financial disclosures.

Due to inherent uncertainties and the limited nature of data, estimates are imprecise and subject to change over time as additional information becomes available.

5 unchanged sentences

Current amounts in restricted cash at December 31, 2024 and 2023 each include an escrow amount representing bank guarantees for customs clearance in Gabon.

For Canada, approximately $ 0.1 million has been set aside as of December 31, 2023 related to property taxes.

Long-term amounts at December 31, 2024 and 2023 include a charter payment escrow for the FPSO offshore Gabon as discussed in Note 12 .

On January 22, 2024 VAALCO received notice that the final compensation payment was made for the charter payment escrow for the FPSO, which released VAALCO and its partners of any further obligation to restrict this cash amount.

The remaining cash in the account is to be distributed to VAALCO and the joint operating partners.

As of December 31, 2023, VAALCO's share of this restricted cash amount was $ 1.8 million.

Restricted cash also includes a $ 8.9 million balance for the settlement of a tax audit related to the Svenska Acquisition with a corresponding accrued tax settlement liability recorded and included in Other long-term liabilities in the Consolidated Balance Sheet.

In the first quarter of 2023 , the Directorate of Hydrocarbons in Gabon approved a $ 26.6 million ($ 15.6 million, net to VAALCO) abandonment funding payment associated with the FPSO retirement.

6 unchanged sentences

Cash and cash equivalents $ 82,650 $ 121,001

$ 121,001 $ 37,205

Restricted cash - current 143 114

2 unchanged sentences

Total cash, cash equivalents and restricted cash $ 97,726 $ 129,178

$ 129,178 $ 59,776

Trade, net – The Company’s trade accounts receivable results from sales of crude oil, natural gas and NGLs.

For credit losses associated with accounts with trade receivables, see allowance for credit losses and other below.

Accounts with joint venture owners, net – Accounts with joint venture owners represent the excess of charges billed over cash calls paid by the joint venture owners for exploration, development and production expenditures made by the Company as an operator.

1 unchanged sentence

For credit loss and other allowances associated with accounts with joint venture owners, see allowance for credit loss and other below.

Trade, net – The Company’s trade accounts receivable results from sales of crude oil, natural gas and NGLs.

For credit losses associated with accounts with trade receivables, see allowance for credit losses and other below.

Egypt receivables and other, net – On January 19, 2022 , TransGlobe’s West Gharib, West Bakr and North West Gharib (collectively the “Eastern Desert”) concessions were merged into the Merged Concession Agreement with the Egyptian General Petroleum Corporation (“EGPC”).

The Merged Concession includes improved cost recovery and production sharing terms scaled to oil prices with a new 15-year development term and a 5-year extension option.

Upon execution of the Merged Concession, there was an effective date adjustment owed to the Company for the difference between historic and Merged Concession Agreement commercial terms applied against Eastern Desert production from the Merged Concession Effective Date, February 1, 2020.

The cumulative amount of the effective date adjustment was estimated at $ 67.5 million and was recorded as part of the TransGlobe arrangement.

During the fourth quarter of 2022, the Company received $ 17.2 million.

At December 31, 2023, the remaining $ 45.6 , net of credit loss ($ 4.6 million) million was recorded on the consolidated balance sheet in current receivables in the "Egypt receivables and other, net" line item.

In addition, as of the Merged Concession Effective Date, an effective date adjustment was owed to the Company for the difference in the historic commercial terms and the revised commercial terms applied against the production since the Merged Concession Effective Date (as defined herein) (the “Effective Date Adjustment”).

The Company recognized a receivable in connection with the Effective Date Adjustment of $ 67.5 million as of October 2022, based on historical realized prices (the “Backdated Receivable”).

In 2023 and 2024, the Company received payments or provided offsets against the Backdated Receivable.

As of December 31, 2024, the remaining net receivable of $ 33.2 million is recorded in the “Egypt receivables and other” line item on our Consolidated Balance Sheet.

For credit losses associated with Egypt receivables and other, net, see allowance for credit losses and other below.

Value added tax and other receivables, net – The Company incurs receivables from the government of Gabon for reimbursable Value-Added Tax (“VAT”).

As of December 31, 2023, the outstanding VAT receivable balance was approximately $ 1.6 million, net to VAALCO.

As of December 31, 2022, the outstanding VAT receivable balance, excluding the allowance, was approximately $ 21.8 million ($ 13.9 million, net to VAALCO).

The receivable amount, net of allowances, is reported as a non-current asset in the “Value added tax and other receivables” line item in the condensed consolidated balance sheets.

As of December 31, 2024 and 2023 , the outstanding VAT receivable balance was approximately $ 6.4 million and $ 1.6 million, net to VAALCO, respectively.

The receivable amount, net of allowances, is reported as a non-current asset in the “Value added tax and other receivables” line item in the consolidated balance sheets.

Because both the VAT receivable and the related allowances are denominated in XAF, the exchange rate revaluation of these balances into U.S.

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The Company estimates the current expected credit loss and other allowances based primarily using either an aging analysis or discounted cash flow methodology that incorporates consideration of current and future conditions that could impact its counterparties’ credit quality and liquidity.

Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that the balance will not be collected.

Uncollectible receivables are written off when a settlement is reached

for an amount that is less than the outstanding historical balance or when the Company has determined that the balance will not be collected.

The Company has identified the following types of financial assets that are within the scope of ASU 2016 - 13:

• Trade, net;

• Accounts with joint venture owners, net;

• Egypt receivables and other, net;

• Loans to employees.

As a result of adopting ASU 2016-13 on January 1, 2023 , the Company recognized a $ 3.1 million cumulative effect adjustment within retained earnings.

During the year ended December 31, 2023 , the Company reversed $ 12.4 million of credit loss and other allowances due to recoveries from VAT and the Sogara refinery.

The Company recognized $ 7.5 million in credit loss and other allowances mainly due to amounts owed from EGPC.

As of December 31, 2023, the Company has established a credit loss and other allowance for the full $ 0.8 million receivable from one of the non-operating partners in Block P offshore Equatorial Guinea.

During the year ended December 31, 2024, the Company recognized $ 7.7 million in credit loss and other allowances mainly due to amounts owed from EGPC, VAT receivables and receivables from joint venture partners.

The following table provides an analysis of the change in the aggregate credit loss and other allowances:

Twelve Months Ended December 31,

Year Ended December 31,

(in thousands)

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Balance at beginning of period $ ( 6,029 ) $ ( 8,704 )

$ ( 8,704 ) $ ( 5,741 )

Credit losses and other ( 6,304 ) ( 7,543 )

( 7,543 ) ( 3,380 )

Credit recoveries and other ( 1,421 ) 12,449

Adjustment associated with Sasol Acquisition

Reversal of allowance resulting from the settlement of the related receivable 11,200 —

Cumulative effect of adjustment upon adoption of ASU 2016-13 on January 1, 2023 — ( 3,120 )

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Balance at end of period $ ( 2,554 ) $ ( 6,029 )

$ ( 6,029 ) $ ( 8,704 )

Crude oil inventory – Crude oil inventories are carried at the lower of cost or net realizable value.

In Gabon, inventories represent the Company's share of crude oil produced and stored on the FSO at December 31, 2023 and the FPSO at December 31, 2022, but unsold at the end of each period.

In Gabon and Cote d'Ivoire, inventories represent the Company's share of crude oil produced and stored on the FSO at December 31, 2024 and the FPSO at December 31, 2023 , but unsold at the end of each period.

In Egypt, inventory consists of the Company's entitlement crude oil barrels not yet sold.

Prepayments and other – Included in “Prepayments and other” line item of the Company’s December 31, 2024 and 2023 consolidated balance sheet are the following assets:

As of December 31, 2023

As of December 31, 2022

(in thousands)

Prepaid fixed asset progress payments

$ 2,314 $ 3,991

Egypt advances to contractors $ 3,665 $ 2,656

Gabon prepaid royalties 3,089 1,246

Deposits 2,933 726

Employee loans and advances 1,430 1,305

Prepaid insurance 650 474

Egypt advances to contractors

Gabon employee loans and advances

Refundable deposits

Derivative receivables 119 403

Prepaid fixed asset progress payments 9 2,314

Other prepayments 3,078 3,310

Total prepayments and other $ 14,973 $ 12,434

$ 12,434 $ 20,070

Crude oil, natural gas and NGLs properties, equipment and other – The Company uses the successful efforts method of accounting for crude oil, natural gas and NGLs producing activities.

Crude oil, natural gas and NGLs properties, equipment, net – The Company uses the successful efforts method of accounting for crude oil, natural gas and NGLs producing activities.

• Capitalization – Costs of successful wells, development dry holes and leases containing productive reserves are capitalized and amortized on a unit-of-production basis over the life of the related reserves.

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Costs of seismic studies that are utilized in development drilling within an area of proved reserves are capitalized as development costs.

• Capitalized equipment spare parts – Capitalized equipment inventory represents the costs incurred in purchasing and bringing the inventory to its present location and condition and is based on purchase costs calculated on weighted average cost basis, including transportation costs.

Capitalized equipment inventory is classified as long term when the Company expects to utilize the inventory beyond the normal operating cycle.

• Capitalized equipment, spare parts and other – Capitalized equipment, spare parts and other represents the costs incurred in purchasing and bringing the inventory to its present location and condition and is based on purchase costs calculated on weighted average cost basis, including transportation costs.

Inventory is classified as long term when the Company expects to utilize the inventory beyond the normal operating cycle.

• Depreciation, depletion and amortization – Depletion of wells, platforms, and other production facilities are calculated on a block basis under the unit-of-production method based upon estimates of total proved developed reserves.

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Depreciation of capitalized asset retirement costs and accretion of asset retirement obligations are recorded over time.

Depreciation is generally determined on a units-of-production basis for crude oil, natural gas and NGLs properties and equipment, net production facilities, while accretion escalates over the lives of the assets to reach the expected settlement value.

Depreciation is determined on a units-of-production basis for crude oil, natural gas and NGLs properties and equipment, net production facilities, while accretion escalates over the lives of the assets to reach the expected settlement value.

Where there is a downward revision to the ARO that exceeds the net book value of the related asset, the corresponding adjustment is limited to the amount of the net book value of the asset and the remaining amount is recognized as a gain.

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The transfer of control of oil, natural gas and NGLs usually coincides with title passing to the customer and the customer taking physical possession.

VAALCO mainly satisfies its performance obligations at a point in time and the amounts of revenues recognized relating to performance obligations satisfied over time are not significant.

VAALCO mainly satisfies its performance obligations at a point in time.

Sales and delivery costs associated with certain sales are netted against revenue in accordance with the Company’s policy regarding classification of these type of expenses.

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For awards considered liabilities under US GAAP, awards are measured at fair value on the grant date and remeasured at fair value until the award is settled.

Legal Contingencies – We are subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business.

We accrue losses associated with legal claims when such losses are probable and reasonably estimable.

If we determine that a loss is probable and cannot estimate a specific amount for that loss but can estimate a range of loss, the best estimate within the range is accrued.

If no amount within the range is a better estimate than any other, the minimum amount of the range is accrued.

Estimates are adjusted as additional information becomes available or circumstances change.

Legal defense costs associated with loss contingencies are expensed in the period incurred.

Foreign currency transactions – The U.S.

dollar is the functional currency of the Company’s foreign operating subsidiaries except for Canada.

dollar is the functional currency of the Company’s foreign operating subsidiaries except for Canada which has a functional currency of the Canadian dollar.

When the Company’s subsidiaries' functional currency is the US dollar, gains and losses on foreign currency transactions are included in income.

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Factors considered are earnings generated in previous periods, forecasted earnings and the expiration period of carryovers.

Derivative instruments and hedging activities – The Company enters into crude oil hedging arrangements from time to time in an effort to mitigate the effects of commodity price volatility and enhance the predictability of cash flows relating to the marketing of a portion of our crude oil production.

to the marketing of a portion of our crude oil production.

While these instruments mitigate the cash flow risk of future decreases in commodity prices, they may also curtail benefits from future increases in commodity prices.

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The expected cash flows are discounted using a commensurate risk-adjusted discount rate.

Such evaluations involve significant judgment, and the results are based on expected future events or conditions such as sales prices, estimates of future oil and gas production or throughput, development and operating costs and the timing thereof, economic and regulatory climates and other factors, most of which are often are often outside of management's control.

However, assumptions used to reflect a market participant's view of long term prices, costs and other factors and are consistent with assumptions used in VAALCO's business plans and investment decisions.

1 unchanged sentence

As of December 31, 2024

Balance Sheet Line

Balance Sheet Line Level 1 Level 2 Level 3 Total

(in thousands)

Derivative asset

Prepayments and other

$ — $ 403 $ — $ 403

SARs liability

Accrued liabilities and other

Derivative asset Prepayments and other $ — $ 119 $ — $ 119

Derivative asset L-T Other long term assets — 1,209 — 1,209

$ — $ 1,328 $ — $ 1,328

Derivative liability

Accrued liabilities and other

SARs liability Accrued liabilities and other $ — $ — $ — $ —

Derivative liability Accrued liabilities and other — 17 — 17

$ — $ 17 $ — $ 17

As of December 31, 2023

Balance Sheet Line

Balance Sheet Line Level 1 Level 2 Level 3 Total

(in thousands)

Derivative asset

Prepayments and other

$ — $ 102 $ — $ 102

SARs liability

Accrued liabilities and other

Derivative asset Prepayments and other $ — $ 403 $ — $ 403

$ — $ 403 $ — $ 403

SARs liability Accrued liabilities and other $ — $ 163 $ — $ 163

$ — $ 163 $ — $ 163

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NEW ACCOUNTING STANDARDS

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASU”) No.

2016 - 13, Financial Instruments – Credit Losses (Topic 326 ):

Measurement of Credit Losses on Financial Instruments (“ASU 2016 - 13” ) related to the calculation of credit losses on financial instruments.

All financial instruments not accounted for at fair value are impacted, including the Company’s trade and joint venture owners’ receivables.

Allowances are to be measured using a current expected credit loss (“CECL”) model as of the reporting date that is based on historical experience, current conditions and reasonable and supportable forecasts.

This is significantly different from the current model that increases the allowance when losses are probable.

ASU 2016 - 13 is effective for Securities and Exchange Commission filers, excluding smaller reporting companies, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.

The Company was required to adopt the new standard for the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The Company adopted ASU 2016 - 13 (“ASC 326” ) on January 1, 2023 using the modified-retrospective approach.

The modified-retrospective approach consists of applying the amendments in ASU 2016 - 13 through a cumulative-effect adjustment, if required, to retained earnings as of the beginning of the first reporting period in which the guidance is effective.

The Company’s current method and timing of recognizing credit loss and other allowances are in accordance with ASC 326 and is consistent with the previous method of recognizing credit loss and other allowances, except for one receivable, which now utilizes the Discounted Cash Flow method for computing its Expected Credit Loss (“ECL”).

The Company recorded an ECL allowance of $ 3.1 million as an opening balance adjustment to retained earnings at January 1, 2023.

In March 2020, the FASB issued ASU 2020 - 04, “Reference Rate Reform (Topic 848 ),” which provides for applying U.S.

GAAP to debt contracts, receivables, leases, derivatives, and other contracts impacted by reference rate reform and other transactions affected by the cessation of the LIBOR.

The expiration date of ASU 2020 - 04 was December 31, 2022.

In December 2022, the FASB issued ASU 2022 - 06, “Reference Rate Reform (Topic 848 ):

Deferral of the Sunset Date of Topic 848, to extend the expiration date of Topic 848 through December 31, 2024.

On October 3, 2023, the Company adopted the provisions of ASU 2022 - 06, “Reference Rate Reform Topic 848.

The adoption of the standard did not have a material impact to the company.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires public entities to disclose information about the reportable segments’ significant expenses on an interim and annual basis to enable investors to develop more decision-useful financial analyses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Entities must adopt the changes to the segment reporting guidance on a retrospective basis.

We have adopted ASU 2023-07 herein for the fiscal year ended December 31, 2024.

See Note 5, “Segment Information” for our process in determining reportable segments and certain financial data of each segment.

During the fourth quarter of 2024, the Company adopted this ASU, which modified the Company’s disclosures but did not have an impact on the Company’s consolidated balance sheets, or statements of income or cash flows in its consolidated financial statements.

Not Yet Adopted

In August 2023, FASB issued new guidance to provide specific guidance on how a joint venture, upon formation, should recognize and initially measure assets contributed and liabilities assumed.

The rules become effective prospectively for all joint venture formations occurring on or after January 1, 2025.

VAALCO is currently assessing the impact of this guidance on the consolidated financial statements.

In December 2023 , FASB issued new guidance to improve Income Tax disclosures to provide information to assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

2 unchanged sentences

VAALCO is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

In November 2023, FASB issued new guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The rules become effective for the fiscal years beginning after December 15, 2023.

The standard requires additional disclosures about operating segments.

VAALCO is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

In August 2023, FASB issued new guidance to provide specific guidance on how a joint venture, upon formation, should recognize and initially measure assets contributed and liabilities assumed.

The rules become effective prospectively for all joint venture formations occurring on or after January 1, 2025.

VAALCO is currently assessing the impact of this guidance.

ACQUISITIONS AND DISPOSITIONS

Acquisition of TransGlobe Energy Corporation

On October 13, 2022, the Company and AcquireCo completed the previously announced business combination with TransGlobe whereby AcquireCo acquired all of the issued and outstanding common shares of TransGlobe and TransGlobe became a direct wholly owned subsidiary of AcquireCo and an indirect wholly owned subsidiary of the Company pursuant to an Arrangement agreement entered into by the Company, AcquireCo and TransGlobe on July 13, 2022.

At the effective time of the Arrangement and pursuant to the Arrangement Agreement, each common share of TransGlobe issued and outstanding immediately prior to the effective time of the Arrangement (the “TransGlobe common shares”) was converted into the right to receive 0.6727 (the “exchange ratio”) of a share of VAALCO common stock, par value $ 0.10 per share.

The total number of VAALCO shares issued to TransGlobe’s shareholders was approximately 49.3 million.

The Arrangement resulted in VAALCO stockholders owning approximately 54.5 %, and TransGlobe shareholders owning approximately 45.5 % of the Combined Company, calculated based on vested outstanding shares of each company as of the date of the Arrangement Agreement.

The Combined Company results of operations of VAALCO and TransGlobe for the period of October 14, 2022 to December 31, 2022 are included in the Company’s consolidated results for the period ending December 31, 2022.

Prior to the Arrangement, TransGlobe was an oil and gas exploration and development company whose activities were concentrated in Egypt and Canada.

The Combined Company is an African-focused operator with a portfolio of assets in Gabon, Egypt, Equatorial Guinea and Canada.

The transaction qualified as a business combination under ASC 805, Business Combinations and the Company is the accounting acquiror.

During the first quarter of 2023, a measurement period adjustment was recorded impacting the deferred tax liability and bargain purchase gain.

The purchase accounting for the business combination was completed by September 30, 2023.

During the year ended December 31, 2023, the deferred tax liability in Egypt was increased by $ 1.4 million, respectively, as of the date of the acquisition.

This resulted in a decrease to the bargain purchase gain of a corresponding $ 1.4 million for the year ended December 31, 2023, and is reflected in VAALCO's consolidated statements of operations in the line, “Other expense, net.”

The following table shows the 2023 adjustment as if the adjustment was made on the date of acquisition:.

October 13, 2022

Measurement Period Adjustment

October 13, 2022

In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

VAALCO is currently evaluating the impact of adopting this ASU to our notes to the consolidated financial statements.

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)

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Purchase Consideration

Common stock issued to TransGlobe shareholders

$ 274,145 $ — $ 274,145

October 13, 2022

Measurement Period Adjustment

October 13, 2022

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:

$ 36,686 $ — $ 36,686

Wells, platforms and other production facilities

243,669 — 243,669

Equipment and other

2,099 — 2,099

Undeveloped acreage

30,216 — 30,216

Accounts receivable - trade

48,068 — 48,068

Accounts receivable - other

50,275 — 50,275

Accounts with joint venture owners

Right of use operating leases

1,609 — 1,609

Right of use financing leases

Prepayment and other

7,627 — 7,627

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:

Asset retirement obligations

( 6,134 ) — ( 6,134 )

Accounts payable ( 2,506 ) — ( 2,506 )

( 10,223 ) — ( 10,223 )

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 )

( 50,128 ) — ( 50,128 )

Operating lease liabilities - current portion

( 961 ) — ( 961 )

Financing lease liabilities - current portion

( 125 ) — ( 125 )

Operating lease liabilities - net of current portion

( 688 ) — ( 688 )

Financing lease liabilities - net of current portion

( 21 ) — ( 21 )

Deferred tax liabilities

( 40,964 ) ( 1,412 ) ( 42,376 )

Other long-term liabilities

( 26,313 ) — ( 26,313 )

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 )

( 10,819 ) 1,412 ( 9,407 )

Total purchase price $ 40,166 $ — $ 40,166

$ 274,145 $ — $ 274,145

All assets and liabilities associated with TransGlobe, including crude oil, natural gas and NGLs properties, asset retirement obligations and working capital items, were recorded at their fair value.

The Company used estimated future crude oil prices as of the closing date, October 13, 2022, 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 a 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, expected recovery rates, and specific risk adjustment factors based on reserve category discount rates.

The purchase price allocation was finalized in the third quarter of 2023.

A bargain purchase gain of $ 10.8 million was recognized 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.

For the twelve months ended December 31, 2022, included in the line item "Other income (expense), net" is $ 14.6 million of transactions costs associated with the Arrangement with TransGlobe.

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 and 2021, as if the Arrangement 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 arrangement 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)

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.

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,

Measurement Period Adjustment

Year Ended December 31, 2021 (As Adjusted)

(in thousands) (in thousands)

(in thousands)

Pro forma (unaudited)

Crude oil, natural gas and natural gas liquids sales $ 510,513 $ 632,514

$ 547,670 (a)

$ — $ 547,670 (a)

$ 367,210 (a)

$ — $ 367,210 (a)

Operating income $ 120,681 243,228

$ 267,582 (b)

$ — $ 267,582 (c)

$ 104,924 (c)

$ — $ 104,924 (c)

$ 130,425 (d)

$ 131,837 (d)

$ 54,534 (e,f)

$ ( 1,412 ) (g)

$ 53,122 (e,f)

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 (g)

$ 1.22 $ 0.51 $ ( 0.02 ) (g)

$ 1.21 $ 0.01 (d) $ 1.22

Basic weighted average shares outstanding 108,206 108,206 108,206

108,206 108,206 108,206 107,537 107,537 107,537

Diluted net income per share:

$ 1.20 $ 0.01 (g)

$ 1.21 $ 0.50 $ ( 0.01 ) (g)

$ 1.20 $ 0.01 (d) $ 1.21

Diluted weighted average shares outstanding 108,642 108,642 108,642

108,642 108,642 108,642 108,062 108,062 108,062

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.

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 Arrangement, excludes $ 6.5 million of TransGlobe transaction costs associated with the Arrangement, 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 Arrangement based on the purchase price allocation.

The unaudited pro forma operating income for the year ended December 31, 2021 removes the $ 31.5 million impairment reversal recorded by TransGlobe in 2021, adjusts costs associated with overlifts to reduce revenue, includes $ 10.2 million of severance costs associated with the Arrangement, 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 Arrangement based on the purchase price allocation (the impairment reversal was allowable under IFRS by TransGlobe in 2021 ).

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

The unaudited pro forma net income for the year ended December 31, 2021 includes $ 21.1 million of transaction costs incurred by VAALCO and TransGlobe associated with the Arrangement, includes the bargain purchase gain of $ 10.8 million and reclassifies interest expense, for certain leases identified as operating leases, as production expense.

The unaudited pro forma net income for the year ended December 31, 2021 excludes nonrecurring pro forma adjustments directly attributable to the Sasol Acquisition, consisting of a bargain purchase gain of $ 7.7 million and transaction costs of $ 1.0 million.

(g) The Measurement Period Adjustment is due to an original deferred tax liability being estimated at closing.

(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.

SEGMENT INFORMATION

The Company’s operations are based in Gabon, Egypt, Canada and Equatorial Guinea.

The Company’s operations are based in Gabon, Egypt, Cote d'Ivoire, Canada and Equatorial Guinea.

Each of the reportable operating segments are organized and managed based upon geographic location.

The Company’s Chief Executive Officer, who is the chief operating decision maker evaluates the operation of each geographic segment separately primarily based on Operating income (loss).

The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”) evaluates segment performance based on the operation of each geographic segment separately primarily based on Operating income (loss) and allocates financial and capital resources for each segment predominantly in the annual budget and forecasting process.

The CODM also considers budget-to-actual variances on a quarterly basis for the performance measure when making decisions about allocating capital and personnel to the segments.

The operations of all segments include exploration for and production of hydrocarbons where commercial reserves have been found and developed.

Revenues are based on the location of hydrocarbon production.

Corporate and other is primarily corporate and operations support costs that are not allocated to the reportable operating segments.

No transactions occurred between segments.

Corporate and other is primarily corporate and operations support costs that are not allocated to the reportable operating segments and are shown in the tables to reconcile the business segments to consolidated totals.

No transactions occurred between operating segments.

“Other operating income (expense)” below are those items that are included in Net income (loss) but are not regularly provided to the CODM, or are reported to the CODM but are not considered to be significant segment expenses.

Due to the quantity of active oil and natural gas purchasers in the markets where it produces hydrocarbons, the Company does not foresee any difficulty with selling its hydrocarbon production at fair market prices.

Segment activity of continuing operations for the years ended December 31, 2024 , 2023 and 2022 and long-lived assets and segment assets at December 31, 2024 and 2023 are as follows:

Year ended December 31, 2024

(in thousands)

Equatorial Guinea

Corporate and Other

(in thousands) Gabon Egypt Canada Equatorial Guinea Cote d'Ivoire Corporate and Other Total

Crude oil, natural gas and natural gas liquids sales $ 205,954 $ 145,966 $ 31,986 $ — $ 95,082 $ — $ 478,988

$ 260,346 $ 161,049 $ 33,671 $ — $ — $ 455,066

Operating costs and expenses:

Production expense 62,234 50,770 11,301 1,173 38,017 5 163,500

87,131 54,779 9,463 1,481 303 153,157

FPSO demobilization and other costs

7,484 — — — — 7,484

Exploration expense — 48 — — — — 48

51 1,914 — — — 1,965

Depreciation, depletion and amortization 50,679 33,458 19,309 — 38,771 817 143,034

62,622 35,095 17,398 — 187 115,302

General and administrative expense 1,679 70 ( 206 ) 305 1,701 26,135 29,684

1,769 974 — 416 20,681 23,840

Credit (recovery) losses and other 812 4,813 — 679 — — 6,304

( 10,596 ) 5,182 — 508 — ( 4,906 )

Total operating costs and expenses 115,404 89,159 30,404 2,157 78,489 26,957 342,570

148,461 97,944 26,861 2,405 21,171 296,842

Other operating income (expense), net ( 24 ) — 102 — — — 78

( 55 ) ( 241 ) 729 — — 433

Operating income (loss) 90,526 56,807 1,684 ( 2,157 ) 16,593 ( 26,957 ) 136,496

111,830 62,864 7,539 ( 2,405 ) ( 21,171 ) 158,657

Other income (expense):

Derivative instruments gain (loss), net — — — — ( 533 ) ( 212 ) ( 745 )

— — — — 232 232

Interest (expense) income, net ( 4,694 ) ( 1,489 ) ( 46 ) — 313 2,184 ( 3,732 )

( 5,563 ) ( 2,110 ) ( 4 ) — 1,225 ( 6,452 )

Bargain purchase gain — — — — — 13,532 13,532

Other income (expense), net ( 1,635 ) ( 204 ) 225 ( 7 ) ( 1 ) ( 4,132 ) ( 5,754 )

( 820 ) — 2 ( 6 ) ( 1,467 ) ( 2,291 )

Total other income (expense), net ( 6,329 ) ( 1,693 ) 179 ( 7 ) ( 221 ) 11,372 3,301

( 6,383 ) ( 2,110 ) ( 2 ) ( 6 ) ( 10 ) ( 8,511 )

Income (loss) from continuing operations before income taxes

105,447 60,754 7,537 ( 2,411 ) ( 21,181 ) 150,146

Income (loss) before income taxes 84,197 55,114 1,863 ( 2,164 ) 16,372 ( 15,585 ) 139,797

Income tax expense 48,026 30,648 — — 4,229 ( 1,596 ) 81,307

50,692 32,859 — — 6,226 89,777

Income (loss) from continuing operations

54,755 27,895 7,537 ( 2,411 ) ( 27,407 ) 60,369

Loss from discontinued operations, net of tax

— — — — ( 15 ) ( 15 )

Net income (loss) $ 36,171 $ 24,466 $ 1,863 $ ( 2,164 ) $ 12,143 $ ( 13,989 ) $ 58,490

$ 54,755 $ 27,895 $ 7,537 $ ( 2,411 ) $ ( 27,422 ) $ 60,354

Consolidated capital expenditures $ 22,579 $ 11,364 $ 25,828 $ 641 $ 44,435 $ 4,592 $ 109,438

$ 17,011 $ 37,866 $ 16,809 $ — $ 950 $ 72,636

Year Ended December 31, 2023

(in thousands)

Equatorial Guinea

Corporate and Other

(in thousands) Gabon Egypt Canada Equatorial Guinea Corporate and Other Total

Crude oil, natural gas and natural gas liquids sales $ 260,346 $ 161,049 $ 33,671 $ — $ — $ 455,066

$ 306,775 $ 37,710 $ 9,841 $ — $ — $ 354,326

Operating costs and expenses:

Production expense 87,131 54,779 9,463 1,481 303 153,157

96,854 11,936 1,972 1,899 — 112,661

FPSO demobilization and other costs 7,484 — — — — 7,484

8,867 — — — — 8,867

Exploration expense 51 1,914 — — — 1,965

258 — — — — 258

Depreciation, depletion and amortization 62,622 35,095 17,398 — 187 115,302

34,651 10,444 2,921 — 127 48,143

General and administrative expense 1,769 974 — 416 20,681 23,840

3,101 — — 538 6,438 10,077

Credit (recovery) losses and other ( 10,596 ) 5,182 — 508 — ( 4,906 )

2,743 — — 339 — 3,082

Total operating costs and expenses 148,461 97,944 26,861 2,405 21,171 296,842

146,474 22,380 4,893 2,776 6,565 183,088

Other operating income (expense), net ( 55 ) ( 241 ) 729 — — 433

38 — — — — 38

Operating income (loss) 111,830 62,864 7,539 ( 2,405 ) ( 21,171 ) 158,657

160,339 15,330 4,948 ( 2,776 ) ( 6,565 ) 171,276

Other income (expense):

Derivative instruments gain (loss), net — — — — 232 232

— — 13 — ( 37,825 ) ( 37,812 )

Interest (expense) income, net ( 5,563 ) ( 2,110 ) ( 4 ) — 1,225 ( 6,452 )

( 1,446 ) ( 596 ) — — 8 ( 2,034 )

Other expense, net ( 820 ) — 2 ( 6 ) ( 1,482 ) ( 2,306 )

( 1,484 ) — — — ( 6,564 ) ( 8,048 )

Total other income (expense), net ( 6,383 ) ( 2,110 ) ( 2 ) ( 6 ) ( 25 ) ( 8,526 )

( 2,930 ) ( 596 ) 13 — ( 44,381 ) ( 47,894 )

Income (loss) from continuing operations before income taxes

157,409 14,734 4,961 ( 2,776 ) ( 50,946 ) 123,382

Income (loss) before income taxes 105,447 60,754 7,537 ( 2,411 ) ( 21,196 ) 150,131

Income tax (benefit) expense 50,692 32,859 - — 6,226 89,777

68,509 6,254 - 1 ( 3,344 ) 71,420

Income (loss) from continuing operations

88,900 8,480 4,961 ( 2,777 ) ( 47,602 ) 51,962

Loss from discontinued operations, net of tax

— — — — ( 72 ) ( 72 )

Net income (loss) $ 54,755 $ 27,895 7,537 ( 2,411 ) $ ( 27,422 ) $ 60,354

$ 88,900 $ 8,480 4,961 ( 2,777 ) $ ( 47,674 ) $ 51,890

Consolidated capital expenditures (1)

2 unchanged sentences

Year Ended December 31, 2022

(in thousands)

Equatorial Guinea

Corporate and Other

Crude oil and natural gas sales

$ 199,075 $ — $ — $ 199,075

(in thousands) Gabon Egypt Canada Equatorial Guinea Corporate and Other Total

Crude oil, natural gas and natural gas liquids sales $ 306,775 $ 37,710 $ 9,841 $ — $ — $ 354,326

Operating costs and expenses:

Production expense 96,854 11,936 1,972 1,899 — 112,661

80,717 532 6 81,255

FPSO demobilization and other costs 8,867 — — — — 8,867

Exploration expense 258 — — — — 258

1,579 — — 1,579

Depreciation, depletion and amortization 34,651 10,444 2,921 — 127 48,143

20,972 — 88 21,060

General and administrative expense 3,101 — — 538 6,438 10,077

1,301 321 13,144 14,766

Credit (recovery) losses and other 2,743 — — 339 — 3,082

Total operating costs and expenses 146,474 22,380 4,893 2,776 6,565 183,088

105,444 853 13,238 119,535

Other operating income (expense), net 38 — — — — 38

( 440 ) — — ( 440 )

Operating income (loss) 160,339 15,330 4,948 ( 2,776 ) ( 6,565 ) 171,276

93,191 ( 853 ) ( 13,238 ) 79,100

Other income (expense):

Derivative instruments loss, net — — 13 — ( 37,825 ) ( 37,812 )

— — ( 22,826 ) ( 22,826 )

Interest income, net ( 1,446 ) ( 596 ) — — 8 ( 2,034 )

Other income (expense), net ( 1,484 ) — — — ( 6,636 ) ( 8,120 )

6,925 ( 3 ) ( 3,428 ) 3,494

Total other income (expense), net ( 2,930 ) ( 596 ) 13 — ( 44,453 ) ( 47,966 )

6,925 ( 3 ) ( 26,244 ) ( 19,322 )

Income (loss) from continuing operations before income taxes

100,116 ( 856 ) ( 39,482 ) 59,778

Income (loss) before income taxes 157,409 14,734 4,961 ( 2,776 ) ( 51,018 ) 123,310

Income tax (benefit) expense 68,509 6,254 — 1 ( 3,344 ) 71,420

12,392 1 ( 34,549 ) ( 22,156 )

Income (loss) from continuing operations

87,724 ( 857 ) ( 4,933 ) 81,934

Loss from discontinued operations, net of tax

— — ( 98 ) ( 98 )

Net income (loss) $ 88,900 $ 8,480 $ 4,961 $ ( 2,777 ) $ ( 47,674 ) $ 51,890

$ 87,724 $ ( 857 ) $ ( 5,031 ) $ 81,836

Consolidated capital expenditures $ 162,375 $ 168,012 $ 103,263 $ — $ 710 $ 434,360

$ 79,169 $ — $ 52 $ 79,221

(in thousands)

Equatorial Guinea

Corporate and Other

Long-lived assets from continuing operations:

(in thousands) Gabon Egypt Canada Equatorial Guinea Cote d'Ivoire Corporate and Other Total

Long-lived assets:

As of December 31, 2024 $ 153,576 $ 149,129 $ 104,891 $ 10,641 $ 114,756 $ 5,110 $ 538,103

$ 171,787 $ 171,224 $ 105,189 $ 10,000 $ 1,586 $ 459,786

As of December 31, 2023 $ 171,787 $ 171,224 $ 105,189 $ 10,000 $ — $ 1,586 $ 459,786

$ 213,204 $ 168,012 $ 103,263 $ 10,000 $ 793 $ 495,272

(in thousands)

Equatorial Guinea

Corporate and Other

Total assets from continuing operations:

(in thousands) Gabon Egypt Canada Equatorial Guinea Cote d'Ivoire Corporate and Other Total

Total assets:

As of December 31, 2024 $ 300,568 $ 269,905 $ 113,310 $ 12,331 $ 187,264 $ 71,572 $ 954,950

$ 309,394 $ 263,015 $ 114,215 $ 11,327 $ 125,265 $ 823,216

As of December 31, 2023 $ 309,394 $ 263,015 $ 114,215 $ 11,327 $ — $ 125,265 $ 823,216

$ 395,393 $ 293,640 $ 110,071 $ 10,861 $ 45,676 $ 855,641

EARNINGS PER SHARE

2 unchanged sentences

A reconciliation of reported net income (loss) to net income (loss) used in calculating EPS as well as a reconciliation from basic to diluted shares follows:

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

(in thousands)

Net income (numerator):

Income from continuing operations

$ 60,369 $ 51,962 $ 81,934

Income from continuing operations attributable to unvested shares

( 632 ) ( 594 ) ( 1,336 )

Numerator for basic

59,737 51,368 80,598

Loss from continuing operations attributable to unvested shares

Numerator for dilutive

$ 59,737 $ 51,371 $ 80,598

Loss from discontinued operations, net of tax

$ ( 15 ) $ ( 72 ) $ ( 98 )

Loss from discontinued operations attributable to unvested shares

Numerator for basic

( 15 ) ( 71 ) ( 96 )

(Income) loss from discontinued operations attributable to unvested shares

Numerator for dilutive

$ ( 15 ) $ ( 71 ) $ ( 96 )

$ 60,354 $ 51,890 $ 81,836

Net income attributable to unvested shares

( 632 ) ( 593 ) ( 1,334 )

Net income $ 58,490 $ 60,354 $ 51,890

Income attributable to unvested shares ( 714 ) ( 632 ) ( 593 )

Numerator for basic 57,776 59,722 51,297

59,722 51,297 80,502

Net (income) loss attributable to unvested shares

Loss attributable to unvested shares — 1 3

Numerator for dilutive $ 57,776 $ 59,723 $ 51,300

$ 59,723 $ 51,300 $ 80,502

Weighted average shares (denominator):

Basic weighted average shares outstanding 103,669 106,376 69,568

106,376 69,568 58,230

Effect of dilutive securities 78 179 414

Diluted weighted average shares outstanding 103,747 106,555 69,982

106,555 69,982 58,755

Stock options and unvested restricted stock grants excluded from dilutive calculation because they would be anti-dilutive 516 385 189

Production Sharing Contracts

Exploration and production activities of our assets in Gabon, Egypt, Cote d'Ivoire, and Equatorial Guinea are generally governed by PSCs.

Our oil entitlement under the PSCs is generally the sum of cost oil, profit oil and excess cost oil, if applicable.

Under the terms of the PSCs, the Company is typically the contractor partner (“Contractor”) and bears the risk and cost of exploration, development, and production activities.

In return, if exploration is successful, the Contractor receives entitlement to variable physical volumes of hydrocarbons, representing recovery of the costs incurred (“Cost Oil”) and a stipulated share of production after cost recovery (“Profit Oil”).

The Contractor may be obligated to make royalty payments to the host government of each country using a variable percentage based on gross daily production levels.

The remaining oil production, after deducting the gross royalty, if any, is split between Cost Oil and Profit Oil.

Cost Oil is up to a maximum percentage and is allocated to recover approved operating and capital costs spent on specific projects.

Excess Cost Oil, which is Cost Oil less the actual cost recovery, is further shared between the host government and the Contractor.

Except as otherwise disclosed, all crude oil sales are priced at current market rates at the time of sale.

Our share of royalties is paid out of the government's share of production.

Additionally, the income tax to which the Contractor is subject to (“Profit Oil Tax”), is deemed to have been paid to the host government as part of the payment of Profit Oil or is captured in the entitled share of Profit Oil production paid in-kind to the host government, and therefore no additional tax burden is due.

Under this arrangement taxation is based on a set percentage of average daily production volume.

Revenues from contracts with customers are generated from sales in Gabon pursuant to crude oil sales and purchase agreements (“COSPAs”) or crude oil sales and marketing agreements (“COSMA or COSMAs”).

11 unchanged sentences

For each lifting of crude oil, pricing is based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.

In addition to revenues from customer contracts, the Company has other revenues related to contractual provisions under the Etame Marin block PSC.

The Etame PSC is not a customer contract, and therefore the associated revenues are not within the scope of ASC 606.

The terms of the Etame PSC includes provisions for payments to the government of Gabon for:

7 unchanged sentences

The amount associated with the Profit Oil under the terms of the Etame PSC is reflected as revenue with an offsetting amount reported in current income tax expense.

Payments of the income tax expense are reported in the period that the government takes its Profit Oil in-kind, i.e.

the period in which it lifts the crude oil.

In 2023, an in-kind payment of $ 32.8 million was made with the November 2023 lifting.

The Company has a $ 18.9 million foreign income tax payable as of December 31, 2023 .

In the prior year, an in-kind payment of $ 26.3 million was made with the December 2022 lifting.

With this lifting, the government lifted more oil in-kind than what was owed to it in foreign taxes.

Therefore, as of December 31, 2022 , the foreign income taxes receivable attributable to this obligation was $ 2.8 million.

Payments of the income tax expense are reported in the period that the government takes its Profit Oil in-kind, which is the period in which it lifts the crude oil.

In 2024 , an in-kind payment of $ 30.3 million was made with the May 2024 lifting.

The Company has a $ 40.0 foreign income tax payable as of December 31, 2024.

In the prior year, an in-kind payment of $ 32.8 million was made with the November 2023 lifting.

As of December 31, 2023, there was a foreign income tax payable of $ 18.9 million.

Certain amounts associated with the carried interest in the Etame Marin block are reported as revenues.

2 unchanged sentences

The following table presents revenues in Gabon from contracts with customers as well as revenues associated with the obligations under the Etame PSC:

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

Revenues from customer contracts:

1 unchanged sentence

Sales under the COSPA or COSMA $ 205,965 $ 261,801 $ 320,522

$ 261,801 $ 320,522 $ 200,321

Other items reported in revenue not associated with customer contracts:

Gabonese government share of Profit Oil taken in-kind 30,256 32,776 26,257

32,776 26,257 20,103

Carried interest recoupment 2,276 5,301 5,843

5,301 5,843 7,517

( 39,532 ) ( 45,847 ) ( 28,866 )

$ 260,346 $ 306,775 $ 199,075

Royalties ( 32,543 ) ( 39,532 ) ( 45,847 )

Net revenues $ 205,954 $ 260,346 $ 306,775

Revenues from sales in Egypt are generally made through direct sales to EGPC or through contracts with customers pursuant to crude oil sales and purchase agreements (“COSPAs”) or crude oil sales and marketing agreements (“COSMA or COSMAs”).

1 unchanged sentence

EGPC and the Company each also own a 50 % interest, respectively, in the operating company that is a party to the South Ghazalat concession agreement.

Customer sales generally occur on daily when sales are directly to EGPC or haphazardly production is sold through a cargo lifting.

Regardless of the type of sales, there is a single performance obligation (delivering crude oil to the delivery point) that gives rise to revenue recognition at the point in time when the performance obligation event takes place.

For reporting purposes, the Company records EGPC’s share of production as royalties which are netted against revenue, whether EGPC’s share of production arises from EGPC’s share of profit oil or excess cost oil which is discussed below.

With respect to Egyptian income taxes, which are the Company’s liability under the terms of the Merged Concession Agreement, these taxes are paid by EGPC on behalf of the Company out of EGPC’s share of production entitlement.

Customer sales generally occur when sales are directly to EGPC or haphazardly production is sold through a cargo lifting.

The Company records EGPC’s share of production as royalties which are netted against revenue, whether EGPC’s share of production arises from EGPC’s share of Profit Oil or excess Cost Oil.

With respect to Egyptian income taxes, these taxes are paid by EGPC on behalf of the Company out of EGPC’s share of production entitlement.

The income taxes paid to the Arab Republic of Egypt on behalf of the Company are recognized as crude oil revenue and income tax expense for reporting purposes.

8 unchanged sentences

The following table presents revenues in Egypt from contracts with customers:

Period Ended December 31,

Year Ended December 31,

2024 2023 2022

Revenues from customer contracts:

(in thousands)

$ 272,613 $ 56,452

( 110,569 ) ( 18,742 )

Gross sales $ 250,946 $ 272,613 $ 56,452

Royalties ( 104,449 ) ( 110,569 ) ( 18,742 )

Selling costs ( 531 ) ( 995 ) —

$ 161,049 $ 37,710

Net revenues $ 145,966 $ 161,049 $ 37,710

Customer sales generally occur on a daily basis when crude oil, natural gas, condensate or NGL’s are sold, normally via pipeline, to a delivery point.

Regardless of the type of sales, there is a single performance obligation (delivering crude oil, natural gas, condensate or NGL’s to the delivery point) that gives rise to revenue recognition at the point in time when the performance obligation event takes place.

There is a single performance obligation (delivering crude oil, natural gas, condensate or NGL’s to the delivery point) that gives rise to revenue recognition at the point in time when the performance obligation

event takes place.

VAALCO pays royalties to the Alberta provincial government and other mineral rights owners in accordance with the established royalty regime.

2 unchanged sentences

The following table presents revenues in Canada from contracts with customers:

Period Ended December 31,

Year Ended December 31,

2024 2023 2022

Revenues from customer contracts:

(in thousands)

$ 28,287 $ 7,362

Oil revenue $ 28,418 $ 28,287 $ 7,362

Gas revenue 1,849 3,467 1,340

NGL revenue 7,646 8,440 2,235

Other revenue 213 — 41

( 5,821 ) ( 1,137 )

Royalties ( 5,009 ) ( 5,821 ) ( 1,137 )

Selling costs ( 1,131 ) ( 702 ) —

$ 33,671 $ 9,841

Information about the Company ’

s most significant customers -

The Company currently sells crude oil production from Gabon under a COSPA or COSMA with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.

May 16, 2022, the Company entered into a COSMA with Glencore pursuant to which the Company agreed to make Glencore the exclusive offtaker and marketer of all of the crude oil produced from the Etame

160 Block, offshore Gabon during the period from

August 1, 2022 until the final maturity date of the Facility (as defined in the Facility Agreement) which is

May 15, 2027 unless early terminated.

Pursuant to the COSMA, Glencore agreed to buy and market the Company’s crude oil with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.

The Company entered an COSPA and amendments with ExxonMobil that covered sales from

February 2020 through

2022 with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.

For the year ended December 31, 2023, the Company had one customer that comprised 100 % of its sales for Gabon.

In Egypt, two customers made up 62 % and 38 %, respectively.

In Canada, three customers made up approximately 52 %, 37 % and 7 % of revenue.

VAALCO and its domestic subsidiaries file a consolidated U.S.

income tax return.

Certain foreign subsidiaries also file tax returns in their respective local jurisdictions that include Canada, Egypt, Equatorial Guinea and Gabon.

Income taxes attributable to continuing operations for the years ended December 31, 2023 and December 31, 2022 are attributable to foreign taxes payable in Gabon and Egypt, whereas for the year ended December 31, 2021 the income taxes are attributable to foreign taxes payable in Gabon as well as income taxes in the U.S.

Provision for income taxes related to income (loss) from continuing operations consists of the following:

Twelve Months Ended December 31,

Net revenues $ 31,986 $ 33,671 $ 9,841

Cote d'Ivoire

The Company owns a 27.39 % non-operated working interest in the deepwater producing Baobab field in Block CI-40, offshore Cote d’Ivoire in West Africa.

Production generated from the Baobab field is shared under a PSC (the “Cote d'Ivoire PSC”).

Revenues from contracts with customers are generated from sales in Cote d'Ivoire pursuant to crude oil sales and purchase agreements and revenues are recognized when a lifting, as defined below, is completed.

Customer sales generally occur on a monthly basis when the customer’s tanker arrives at the FPSO and the crude oil is delivered to the tanker through a connection.

There is a single performance obligation (delivering crude oil to the delivery point, i.e.

the connection to the customer’s crude oil tanker) that gives rise to revenue recognition at the point in time when the performance obligation event takes place.

This is referred to as a “lifting”.

Liftings can take one to two days to complete.

The Company accounts for sales based on the Company’s working interest, less royalties.

Imbalances are valued based on the actual sales proceeds.

The volumes sold may be more or less than the volumes that the Company is entitled based on the ownership interest in the property, and the Company would recognize a liability if the volumes sold exceeded the Company’s ownership interest.

For each lifting completed under the sales and purchase agreement, payment is made by the customer in U.S.

dollars by electronic transfer 30 days after the date of the bill of lading.

For each lifting of crude oil, pricing is based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.

Cost Oil allows the Company to recover its capital and production costs and the costs carried by the Company on behalf of the government state oil company.

Profit oil is allocated to the joint venture partners in accordance with their respective equity interests, after a portion has been allocated to the government of Cote d'Ivoire (the “Ivorian Government”).

The Ivorian Governments’ share of Profit oil attributable to the Company’s equity interest is reported in revenues with a corresponding amount reflected in the current provision for income tax expense.

In addition, under the terms of the Cote d'Ivoire PSC, the tax payments to the Ivorian Government are deemed satisfied by its share of the Profit Oil.

The following table presents revenues in Cote d'Ivoire from contracts with customers:

Year Ended December 31,

Revenues from customer contracts:

(in thousands)

Sales under the sales and purchase agreements $ 87,870

Other item reported in revenue not associated with customer contracts:

Cote d’Ivoire government share of Profit Oil taken in-kind 7,212

Net revenues $ 95,082

Information about the Company ’ s most significant customers -

For the years ended December 31, 2024, 2023 and 2022, our revenue concentration by customer for each operating segment are shown on the table below.

Year Ended December 31,

2023 2022 (2)

Gabon 100 % 100 % 100 %

Egypt 100 % 62 % and 38 %

Cote d'Ivoire 87 % and 13 %

Canada 41 %, 32 % and 21 %

52 %, 37 % and 7 %

54 %, 32 % and 14 %

(1) For Cote d'Ivoire, reflects sales from April 30, 2024 through December 31, 2024 related to the Svenska Acquisition.

(2) For Egypt and Canada, reflects sales from October 14, 2022 through December 31, 2022 related to the TransGlobe Acquisition.

Income (loss) before income taxes is attributable as follows:

Year Ended December 31,

(in thousands) 2024 2023 2022

$ ( 26,337 ) $ ( 15,781 ) $ ( 56,750 )

Foreign 166,134 165,927 180,132

$ 139,797 $ 150,146 $ 123,382

Provision for income taxes related to income (loss) consists of the following:

Year Ended December 31,

2024 2023 2022

As of December 31, 2023, the Company had total deferred tax assets of $ 120.9 million primarily attributable to Canada, Gabon and the U.S.

whereas for December 31, 2022 deferred tax assets were $ 99.6 million primarily attributable to Canada, Gabon and the U.S.

In both years, the income taxes related to basis differences in fixed assets, foreign tax credit carryforwards, as well as foreign net operating loss carryforwards and in the December 31,2022, period U.S.

net operating loss carryforward as well.

In assessing the realizability of the deferred tax assets, the Company considers all available positive and negative evidence by jurisdiction and makes a determination whether it is more likely than not that some or all of the deferred tax assets will be realized.

(in thousands)

Current $ — $ — $ —

Deferred ( 1,698 ) 6,214 ( 3,344 )

Current 98,882 92,642 26,615

Deferred ( 15,877 ) ( 9,079 ) 48,149

Total $ 81,307 $ 89,777 $ 71,420

The reconciliation of income tax expense (benefit) to income tax at the U.S.

statutory rate is as follows:

Year Ended December 31,

(in thousands) 2024 2023 2022

Tax provision computed at U.S.

statutory rate $ 29,360 $ 31,530 $ 25,910

Foreign taxes not offset in U.S.

by foreign tax credits 14,833 25,719 53,851

Permanent differences 932 3,455 778

Foreign tax credit expirations — — 17,247

Increase/(decrease) in valuation allowance 34,281 27,656 ( 25,623 )

Bargain purchase gain ( 2,842 ) — —

Other 4,743 1,417 ( 743 )

Total income tax expense (benefit) $ 81,307 $ 89,777 $ 71,420

Deferred tax assets and liabilities, which are computed on the estimated income tax effect of temporary differences between financial and tax bases in assets and liabilities, are determined using the tax rates expected to be in effect when taxes are actually paid or recovered.

In assessing the realizability of the deferred tax assets, the Company considers all available positive and negative evidence by jurisdiction to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit the use of the existing deferred tax assets.

The ultimate realization of the deferred tax assets is dependent upon the generation of future income in periods in which the deferred tax assets can be utilized.

Numerous judgments and assumptions are inherent in this assessment, including the determination of future taxable income, future operating conditions, particularly as related to prevailing crude oil prices.

As of December 31, 2023, the Company determined that it is more likely than not that it would not be able to utilize its deferred tax assets in Canada and in Egypt for its South Ghazalat concession, nor its Foreign Tax Credit carryforwards in the U.S.

As of December 31, 2022, the Company determined that it is more likely than not that it would not be able to utilize its deferred tax assets in Canada and in Egypt for its South Ghazalat concession, and that it is more likely than not that it would not be able to utilize a portion of its deferred tax assets in the U.S.

On the basis of these evaluations, a valuation allowance of $ 83.9 million and $ 47.6 million were recorded as of December 31, 2023 and 2022, respectively.

Valuation allowances reduce the deferred tax assets to the amount that is more likely than not to be realized.

The primary differences between the financial statement and tax bases of assets and liabilities resulted in deferred tax assets associated with continuing operations at December 31, 2023 and 2022 are as follows:

As of December 31,

On the basis of this evaluation, as of December 31, 2024, a valuation allowance of $ 173.1 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income are reduced or increased.

The tax effects of significant temporary differences giving rise to deferred tax assets and liabilities are as follows:

(in thousands) 2024 2023

Deferred tax assets:

Basis difference in fixed assets (1)

$ 9,132 $ 9,299

Fixed assets(1) $ 35,541 $ 9,132

Foreign tax credit carryforward 123,660 55,069

55,069 14,848

Net operating losses 56,317 32,306

32,306 48,981

Asset retirement obligations 20,384 9,631

ROU lease liabilities 9,973 10,345

10,345 10,753

Basis difference in accrued liabilities

Basis difference in receivables

( 146 ) 2,783

Accrued liabilities 19,686 3,808

Receivables ( 1,788 ) ( 146 )

Other 2,682 719

Total deferred tax assets 266,455 120,864

120,864 99,617

Valuation allowance ( 173,140 ) ( 83,893 )

( 83,893 ) ( 47,583 )

Net deferred tax assets $ 93,315 $ 36,971

$ 36,971 $ 52,034

Deferred tax liabilities:

Basis difference in fixed assets ( 131,639 ) ( 81,310 )

( 81,310 ) ( 97,825 )

Net deferred tax liabilities $ ( 131,639 ) $ ( 81,310 )

$ ( 81,310 ) $ ( 97,825 )

(1) This line includes ROU lease asset.

Foreign net operating losses (“NOLs”) are subject to varying expiration periods depending on the jurisdiction.

The NOLs for the Gabon subsidiaries are included in the respective subsidiaries’ cost oil accounts, which will be offset against future taxable revenues and do not expire.

federal NOLs incurred after 2017 do not expire.

The ability to utilize NOLs and other tax attributes could be subject to a limitation if the Company were to undergo an ownership change as defined in Section 382 of the Tax Code.

Foreign tax credits will expire between the years 2024 and 2032.

The Company does not anticipate utilization of the foreign tax credits prior to expiration and has recorded a full valuation allowance on these deferred tax assets.

The Company has NOL’s, (in '000s ) in the following jurisdictions as of December 31, 2023:

The Corporation’s undistributed earnings from subsidiary companies outside the United States include amounts that have been retained to fund prior and future capital project expenditures.

Deferred income taxes have not been recorded for potential future tax obligations, such as foreign withholding tax and state tax, as these undistributed earnings are expected to be indefinitely reinvested for the foreseeable future.

As of December 31, 2024, it is not practicable to estimate the unrecognized deferred tax liability.

However, unrecognized deferred taxes on remittance of these funds are not expected to be material.

The Company has NOL’s, in the following jurisdictions as of December 31, 2024:

Jurisdiction Amount

(in thousands)

Expiration Period

$ — No expiration

$ - No expiration

$ 16,000 2024 - 2028

$ 85,407 2031 - 2040

Equatorial Guinea

$ 12,313 No expiration

$ 7,222 No expiration

Gabon $ — No expiration

Egypt $ 18,322 2025-2029

Canada $ 77,132 2032-2041

Equatorial Guinea $ 124,589 No expiration

UK $ — No expiration

The Company recognizes the financial statement benefit of a tax position only after determining that they are more likely than not to sustain the position following an audit.

2 unchanged sentences

The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Income (loss) from continuing operations before income taxes is attributable as follows:

Year Ended December 31,

(in thousands)

$ ( 15,781 ) $ ( 56,750 ) $ ( 38,867 )

165,927 180,132 98,645

$ 150,146 $ 123,382 $ 59,778

The reconciliation of income tax expense (benefit) attributable to income (loss) from continuing operations to income tax on income (loss) from continuing operations at the U.S.

statutory rate is as follows:

Year Ended December 31,

(in thousands)

Tax provision computed at U.S.

statutory rate

$ 31,530 $ 25,910 $ 12,553

Foreign taxes not offset in U.S.

by foreign tax credits

25,719 53,851 35,306

Permanent differences

3,455 778 ( 703 )

Foreign tax credit expirations

— 17,247 14,060

Increase/(decrease) in valuation allowance

27,656 ( 25,623 ) ( 83,372 )

1,417 ( 743 ) —

Total income tax expense (benefit)

$ 89,777 $ 71,420 $ ( 22,156 )

For the years ended December 31, 2024 , 2023 and 2022, the Company is subject to foreign and U.S.

1 unchanged sentence

The following table summarizes the tax years that remain subject to examination by major tax jurisdictions.

With respect to the earnings of VAALCO's Canadian foreign subsidiary, the Company does not intend to repatriate funds and will indefinitely reinvest these foreign earnings.

Determining the amount of the unrecorded deferred tax liability related to temporary differences at this time is not practicable.

If circumstances change and it becomes apparent that some or all the undistributed earnings of our Canadian subsidiary will be remitted in the foreseeable future, the Company shall accrue as an expense of the current period income taxes attributable to that remittance.

With respect to the earnings of VAALCO's Egyptian foreign subsidiaries, the earnings are available for repatriation, but the corresponding incremental tax expense on any remittances is not expected to be material.

On August 16, 2022, legislation commonly known as the Inflation Reduction Act was signed into law.

Among other things, the Inflation Reduction Act includes a 1% excise tax on corporate stock repurchases (applicable to repurchases after December 31, 2022) as well as a new minimum tax based on book income.

The Company has determined that the Inflation Reduction Act did not have a material impact on its effective tax rate in December 31, 2023 and 2022.

CRUDE OIL, NATURAL GAS AND NGLs PROBERTIES AND EQUIPMENT, NET

The Company’s crude oil, natural gas and NGLs properties and equipment, net is comprised of the following:

As of December 31, 2023

As of December 31, 2022

Jurisdiction Years

Gabon 2020 - 2024

Egypt 2019 - 2024

Canada 2019 - 2024

Sweden 2018 - 2024

Cote d'Ivoire 2020 - 2024

CRUDE OIL, NATURAL GAS AND NGLs PROPERTIES AND EQUIPMENT, NET

The Company’s crude oil, natural gas and NGLs properties and equipment, net, at December 31, 2024 and 2023 , respectively, is comprised of the following:

(in thousands)

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

Wells, platforms and other production facilities $ 1,593,243 $ 1,468,542

$ 1,468,542 $ 1,406,888

Work-in-progress 44,517 4,183

Undeveloped acreage

52,109 56,251

Unproved properties 60,761 52,109

Capitalized equipment, spare parts and other 75,581 47,794

1,774,102 1,572,628

1,572,628 1,501,935

Accumulated depreciation, depletion, amortization and impairment ( 1,235,999 ) ( 1,112,842 )

( 1,112,842 ) ( 1,006,663 )

Crude oil, natural gas and NGLs properties and equipment, net $ 538,103 $ 459,786

$ 459,786 $ 495,272

There were no triggering events in the years ended December 31, 2023 and 2022 that would cause the Company to believe the value of crude oil, natural gas and NGLs properties and equipment, net should be impaired.

Factors considered included higher forward price curves for the fourth quarter of 2023 and capital expenditures in the period related to its future reserves in Gabon, Egypt and Canada.

Unproved property costs

See the table below for the list of unproved property costs at December 31, 2023 and December 31, 2022, respectively:

As of December 31, 2023

As of December 31, 2022

Unproved Property Costs

See the table below for the list of unproved property costs at December 31, 2024 and 2023 , respectively:

(in thousands)

Unproved Property Costs

Etame Marin Block $ 13,735 $ 13,735

$ 13,735 $ 13,735

Equatorial Guinea 10,000 10,000

10,000 10,000

11,444 15,850

16,930 16,666

Egypt 11,542 11,444

Cote d'Ivoire 12,775 —

Canada 12,709 16,930

Unproved Property Costs $ 60,761 $ 52,109

$ 52,109 $ 56,251

Capitalized equipment spare parts

Capitalized equipment is reviewed regularly for obsolescence.

During the years ended December 31, 2023, 2022 and 2021, adjustments for inventory obsolescence were not material.

Exploration expense

During 2024, we had minimal exploration expenses.

During 2023 , two appraisal wells, both in Egypt, were abandoned and also expensed to Exploration Expense.

3 unchanged sentences

Outstanding derivative contracts at December 31, 2024 are as follows:

Settlement Period

Type of Contract

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

January 2024 - March 2024

85,000 $ 65.00 $ 97.00

April 2024 - June 2024

65,000 $ 65.00 $ 100.00

Settlement Period Type of Contract Index Average Monthly Volumes Weighted Average Put Price Weighted Average Call Price

(per Bbl) (per Bbl)

January 2025 - March 2025 Collars Dated Brent 70,000 $ 65.00 $ 85.00

April 2025 - June 2025 Collars Dated Brent 70,000 $ 65.00 $ 81.00

Settlement Period Type of Contract Index Average Monthly Volumes Weighted Average SWAP Price in CAD

January 2025 - March 2025 Swap AECO (7A) 67,000 $ 2.80

b) One gigajoule (GJ) equals one billion joules (J).

A gigajoule of natural gas is about 25.5 cubic metres at standard conditions.

The following table sets forth the gain (loss) on derivative instruments on the Company’s consolidated statements of operations and comprehensive income (loss):

Twelve Months Ended December 31,

Derivative Item

Statements of Operations Line

Year Ended December 31,

Derivative Item Statements of Operations Line 2024 2023 2022

(in thousands)

Commodity derivatives

Cash settlements paid on matured derivative contracts, net

$ ( 127 ) $ ( 42,935 ) $ ( 18,020 )

Commodity derivatives Cash settlements paid on matured derivative contracts, net $ ( 453 ) $ ( 127 ) $ ( 42,935 )

Unrealized gain (loss) ( 292 ) 359 5,123

359 5,123 ( 4,806 )

Derivative instruments gain (loss), net $ ( 745 ) $ 232 $ ( 37,812 )

$ 232 $ ( 37,812 ) $ ( 22,826

ASSET RETIREMENT OBLIGATIONS

The following table summarizes the changes in the Company’s asset retirement obligations ("ARO's"):

The following table summarizes the changes in the Company’s asset retirement obligations:

Year Ended December 31,

(in thousands) 2024 2023

As of December 31, 2023

As of December 31, 2022

Beginning balance

$ 42,001 $ 40,694

( 6,747 ) ( 6,577 )

Asset retirement obligation $ 47,343 $ 42,001

Accretion 4,753 2,352

Additions 27,424 2,487

Revisions 981 6,889

Settlements ( 368 ) ( 6,747 )

Foreign currency gain (loss) ( 367 ) 361

Ending balance

$ 47,343 $ 42,001

Total asset retirement obligation 79,766 47,343

current obligations ( 1,174 ) —

Long-term asset retirement obligation $ 78,592 $ 47,343

Accretion is recorded in the line item “Depreciation, depletion and amortization” on the consolidated statements of operations and comprehensive income (loss).

In connection with the TransGlobe Arrangement in October 2022, the Company added $6.1 million of ARO for the future abandonment and reclamation costs of the Canadian assets.

The Egypt concessions have no ARO.

COMMITMENTS AND CONTINGENCIES

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The amounts paid will be reimbursed through the Cost Account and are non-refundable.

In August 2023, a new abandonment study was completed and which estimated abandonment costs of approximately $ 77.9 million ($ 45.9 million, net to VAALCO) on an undiscounted basis.

The new abandonment estimate has been presented to the Gabonese Directorate of Hydrocarbons as required by the PSC.

In August 2023 , a new abandonment study was completed and such study estimated abandonment costs of approximately $ 77.9 million ($ 45.9 million, net to VAALCO) on an undiscounted basis.

The new abandonment estimate was presented to the Gabonese Directorate of Hydrocarbons as required by the PSC.

At December 31, 2024, $ 10.7 million ($ 6.3 million, net to VAALCO) on an undiscounted basis has been funded.

3 unchanged sentences

In the first quarter of 2023 , the Directorate of Hydrocarbons in Gabon approved a $ 26.6 million ($ 15.6 million, net to VAALCO) abandonment funding payment associated with the FPSO retirement.

The Company received payment of $ 15.6 million in March 2023.

No activity occurred in the abandonment funding account during the remainder of 2023.

The Company received payment of $ 15.6

million in March 2023 .

No other activity occurred in the abandonment funding account during the remainder of 2023 and in 2024.

The Company is working with the Directorate of Hydrocarbons in Gabon to establish a payment schedule to resume funding of the abandonment fund in compliance with the Etame PSC.

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The signed settlement agreement required the Company and other non-operators to pay an additional $ 8.0 million gross ($ 4.7 million net to VAALCO) to Tinworth in exchange for the release.

The Company had previously accrued $ 4.9 million of the $ 8.0 million in 2022.

The Company recorded an additional $ 3.2 million ($ 1.8 million net to VAALCO) in the income statement under the line item FPSO demobilization and other costs.

The $ 8.0 million payment was made on December 22, 2023 .

In connection with the above settlement, on January 22, 2024 , certain funds held in escrow as part of the FPSO agreements were released to the Company and its non-operating partners.

As of December 31, 2023, VAALCO's share of this restricted cash amount was $ 1.8 million.

VAALCO's share of this restricted cash amount was $ 1.8 million.

Regulatory and Joint Interest Audits and Related Matters

The Company is subject to periodic audits by various government agencies in Gabon, including audits by the government of Gabon and other members of the Company's joint operating agreements.

The Company is subject to periodic audits by various government agencies from the international jurisdictions where we operate, including audits by the respective governments and other members of the Company's joint operating agreements.

Merged Concession Agreement

3 unchanged sentences

On the consolidated balance sheet, $ 9.9 million of the modernization payment liability was recorded in the line item "Accrued liabilities and other" and $ 9.2 million was recorded in “Other long-term liabilities”.

In accordance with the Merged Concession Agreement, we agreed to substitute the 2023 and 2024 payment and issue two $ 10.0 million credits against receivables owed from EGPC.

The Company also has minimum financial work commitments of $ 50.0 million per each five-year period of the primary development term, commencing on February 1, 2020 for a total of $ 150 million over the 15 year license contract term.

Through December 31, 2024 , the Company's financial work commitments have exceeded the five-year minimum $ 50 million threshold and any excess carries forward to offset against subsequent five-year commitments.

The amounts that will be paid for such outstanding off-balance sheet financial work commitments as of December 31, 2023 are $ 10.0 million in 2024, $ 10.0 million in 2025, $ 10.0 million 2026, $ 10.0 million in 2027, $ 10.0 million in 2028 and $ 70.0 million in 2029 and thereafter.

Domestic Market Needs Obligation

Under Article 35 of the Etame PSC, the Company can be required to contribute to meeting the domestic market needs of Gabon by delivering to the Government, or another entity designated by the Government, an amount of its crude oil proportional to the Company’s share of production to the total production in Gabon over the year.

Potential Business Combination

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 adjustment as described in the Share Purchase Agreement.

There can be no assurance that the proposed arrangement will be completed.

The amounts that will be paid for such outstanding off-balance sheet financial work commitments as of December 31, 2024 are $ 10.0 million in 2025 , $ 10.0 million in 2026 , $ 10.0 million in 2027 , $ 10.0 million in 2028, $ 10.0 million in 2029 and $ 60.0 million in 2030 and thereafter.

Domestic Market Obligation

Under the terms of the respective PSCs in Gabon and Cote d'Ivoire, the Company can be required to sell to the Government or another entity designated by the Government, a certain percentage of its Profit Oil to meet the needs of the domestic market.

As of December 31, 2024 and 2023, the Company had no outstanding debt.

On May 16, 2022 , the Company entered into an agreement with Glencore, and other lenders, to provide a senior secured reserve-based revolving credit facility for a maximum principal amount of up to $ 50.0 million.

Beginning October 1, 2023 and thereafter on April 1 and October 1 of each year during the term of the RBL Facility, the $ 50 million initial commitment, will be reduced by $ 6.3 million.

Beginning October 1, 2023 and thereafter on April 1 and October 1 of each year during the term of the RBL Facility, the $ 50.0 million initial

commitment, will be reduced by $ 6.3 million.

At December 31, 2024 , the amount available to be drawn under the facility was $ 31.3 million.

11 unchanged sentences

The RBL Facility will mature on the earlier of (i) the fifth anniversary of the date on which all conditions precedent to the first utilization of the RBL Facility have been satisfied and (ii) the Reserve Tail Date (as defined in the RBL Facility agreement).

On March 4, 2025, the Company and certain of its subsidiaries, entered into a reserves based facility agreement (the “2025 Facility Agreement”) providing for a senior secured reserve-based revolving credit facility (the “2025 RBL Facility”) with aggregate commitments of $ 190.0 million and an initial borrowing base of $ 182.0 million.

Subsequent Events for additional discussion on the terms of the 2025 Facility Agreement.

Under the leasing standard that became effective January 1, 2019 , there are two types of leases:

1 unchanged sentence

Regardless of the type of lease, the initial measurement of the lease results in recording a ROU asset and a lease liability at the present value of the future lease payments.

Practical Expedients

The Company elected to use all the practical expedients, effectively carrying over its previous identification and classification of leases that existed as of January 1, 2019.

Additionally, a lessee may elect not to recognize ROU assets and liabilities arising from short-term leases provided there is no purchase option the entity is likely to exercise.

The Company has elected this short-term lease exemption.

Operating leases

The Company is currently a party to several operating lease agreements for the corporate office, rental of marine vessels and transportation equipment and a drilling rig used in the Company’s Egyptian operations.

The duration for these agreements ranges from 5 to 15 months.

The Company is currently a party to two operating lease agreements for the corporate office and transportation equipment.

The remaining lease term for these agreements ranges from 47 to 65 months.

In some cases, the lease contracts require the Company to make payments both for the use of the asset itself and for operations and maintenance services.

2 unchanged sentences

For leases on ROU assets used in joint operations, generally the operator reflects the full amount of the lease component, including the amount that will be funded by the non-operators.

As operator for the Etame Marin block, the ROU asset recorded for marine vessels, and certain equipment used in the joint operations includes the gross amount of the lease components.

The marine vessels and certain equipment leases include provisions for variable lease payments, under which the Company is required to make additional payments based on the level of production or the number of days or hours the asset is deployed, or the number of persons onboard the vessel.

Because the Company does not know the extent that the Company will be required to make such payments, they are excluded from the calculation of ROU assets and lease liabilities.

As operator for the Etame Marin block, the ROU asset recorded for certain equipment used in the joint operations includes the gross amount of the lease components.

The transportation equipment leases include provisions for variable lease payments, under which the Company is required to make additional payments based on the number of days or hours the asset is deployed.

Because the Company does not

know the extent that the Company will be required to make such payments, they are excluded from the calculation of ROU assets and lease liabilities.

Financing leases

The Company is currently a party to several financing lease agreements for the FSO and generators and marine vessels used in the operations of the Etame Marin block.

The duration for these agreements ranges from 25 to 105 months.

The remaining lease term for these agreements ranges from 13 to 93 months.

In some cases, the lease contracts require the Company to make payments both for the use of the asset itself and for operations and maintenance services.

6 unchanged sentences

For the years ended December 31, 2024, 2023 and 2022, the components of the lease costs and supplemental information was as follows:

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

(in thousands)

2 unchanged sentences

Operating lease cost 5,100 1,403 11,040

1,403 11,040 17,692

Short-term lease cost (2)

1 unchanged sentence

Variable lease cost (3)

653 4,513 6,188

Total lease expense 25,192 25,927 24,448

25,927 24,448 26,138

Lease costs capitalized — 55 4,127

Total lease costs $ 25,192 $ 25,982 $ 28,575

$ 25,982 $ 28,575 $ 26,370

(1) Represents depreciation and interest associated with financing leases.

2 unchanged sentences

Other information:

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

Other information:

2 unchanged sentences

Financing cash flows attributable to finance leases (in thousands) $ 10,477 $ 7,161 $ 3,039

$ 7,161 $ 3,039 $ —

Weighted-average remaining lease term (in years) 7.36 8.16 9.65

Weighted-average discount rate 7.16 % 7.99 % 4.59 %

7.99 % 4.59 % —

Operating cash flows attributable to operating leases (in thousands) $ 2,127 $ 505 $ 19,300

$ 505 $ 19,300 $ 23,925

Weighted-average remaining lease term (in years) 4.09 0.67 1.33

0.67 1.35 0.91

Weighted-average discount rate 6.14 % 8.45 % 9.91 %

8.45 % 9.91 % 5.91 %

The table below describes the presentation of the total lease cost on the Company’s consolidated statements of operations and other comprehensive income (loss).

As discussed above, the Company’s joint venture owners are required to reimburse the Company for their share of certain expenses, including certain lease costs.

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

(in thousands)

Finance lease cost $ 11,290 $ 10,231 $ 2,188

$ 10,231 $ 2,188 $ —

Production expense 3,517 3,556 12,222

3,556 12,222 13,457

General and administrative expense 346 196 160

Lease costs billed to the joint venture owners 10,039 11,964 11,390

11,964 11,390 12,573

Total lease expense 25,192 25,947 25,960

25,947 25,960 26,223

Lease costs capitalized — 35 2,615

Total lease costs $ 25,192 $ 25,982 $ 28,575

$ 25,982 $ 28,575 $ 26,370

The following table describes the future maturities of the Company’s operating and financing lease liabilities at December 31, 2024:

Operating Leases

Finance Leases

(in thousands)

Operating Leases Finance Leases

Year (in thousands)

2025 $ 4,368 $ 18,755

2026 4,842 16,674

2027 5,008 15,023

2028 4,780 11,321

2029 520 11,315

Thereafter 220 28,925

19,738 102,013

imputed interest 2,323 21,253

Total lease liabilities $ 17,415 $ 80,760

$ 2,429 $ 88,372

Under the joint operating agreements, other joint venture owners are obligated to fund $ 49.2 million of the $ 121.8 million in future lease liabilities as of December 31, 2024.

2 unchanged sentences

As of December 31

As of December 31, 2022

(in thousands)

Accrued accounts payable invoices $ 48,913 $ 21,225

$ 21,225 $ 28,360

Gabon contractual obligations

15,794 10,509

State oil liability 19,616 —

Capital expenditures 8,923 10,136

10,136 26,618

Accrued wages and other compensation

ARO obligation

Egypt modernization payments 9,933 9,933

Gabon contractual obligations 6,977 15,794

Accrued wages and other compensation 4,956 3,746

Seismic data 2,455 —

Asset retirement obligation, current portion 1,174 —

Other 4,763 6,763

Total accrued liabilities and other $ 107,710 $ 67,597

$ 66,924 $ 91,392

SHAREHOLDERS ’ EQUITY

Dividend Policy

In the first quarter of 2023, the Company announced that the Company's board of directors increased the cash dividend to $ 0.0625 per common share.

The following table is a schedule of dividends paid during 2024:

Dividend Payment Date

Amount per common share

March 31, 2023

$ 0.0625 March 24, 2023

June 23, 2023

$ 0.0625 May 24, 2023

September 22, 2023

$ 0.0625 August 25, 2023

December 21, 2023

$ 0.0625 November 24, 2023

Dividend Payment Date Amount per common share Record Date

March 28, 2024 $ 0.0625 March 8, 2024

June 21, 2024 $ 0.0625 May 17, 2024

September 20, 2024 $ 0.0625 August 23, 2024

December 20, 2024 $ 0.0625 November 22, 2024

Aggregate per share amount paid in 2024 $ 0.2500

7 unchanged sentences

The below table shows the repurchases of equity securities related to the share repurchase program during the fiscal year ended December 31, 2024.

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Programs

Maximum Amount that May Yet Be Used to Purchase Shares Under the Program

The share buyback program was completed on March 12, 2024.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Maximum Amount that May Yet Be Used to Purchase Shares Under the Program

January 1, 2024 - January 31, 2024 446,366 $ 4.48 446,366 $ 3,516,205

350,832 $ 4.29 350,832 $ 25,502,669

February 1, 2024 - February 29, 2024 474,100 $ 4.22 474,100 $ 1,516,630

326,992 $ 4.61 326,992 $ 24,003,172

March 1, 2024 - March 12, 2024 347,137 $ 4.33 347,137 $ —

303,176 $ 4.97 303,176 $ 22,503,206

April 1, 2023 - April 30, 2023

303,969 $ 4.94 303,969 $ 21,003,245

May 1, 2023 - May 31, 2023

362,843 $ 4.14 362,843 $ 19,502,740

June 1, 2023 - June 30, 2023

494,164 $ 4.05 494,164 $ 17,504,007

July 1, 2023 - July 31, 2023

505,720 $ 3.96 505,720 $ 15,504,180

August 1, 2023 - August 31, 2023

435,342 $ 4.61 435,342 $ 13,505,242

September 1, 2023 - September 30, 2023

462,300 $ 4.31 462,300 $ 11,514,870

October 1, 2023 - October 31, 2023

491,869 $ 4.07 491,869 $ 9,515,101

November 1, 2023 - November 30, 2023

472,141 $ 4.24 472,141 $ 7,515,171

December 1, 2023 - December 31, 2023

449,839 $ 4.45 449,839 $ 5,515,237

4,959,187 4,959,187

Total 1,267,603 1,267,603

STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS

1 unchanged sentence

The plans authorize the Compensation Committee of the Company’s Board of Directors to issue various types of incentive compensation.

The Company had previously issued stock options and restricted shares under the 2014 Long-Term Incentive Plan ( “2014 Plan”) and stock appreciation rights under the 2016 Stock Appreciation Rights Plan.

The Company had previously issued stock options and restricted shares under the 2014 Long-Term Incentive Plan and stock appreciation rights under the 2016 Stock Appreciation Rights Plan.

On June 25, 2020, the Company’s stockholders approved the 2020 Long-Term Incentive Plan (as amended, the “2020 Plan”) under which 5,500,000 shares are authorized for grants.

8 unchanged sentences

During the years ended December 31, 2024 , 2023 and 2022, the Company received in cash $ 0.4 million, $ 0.7 million and $ 0.3 million, respectively from stock option exercises.

Twelve Months Ended December 31,

Year Ended December 31,

2024 2023 2022

(in thousands)

Stock-based compensation - equity awards $ 4,567 $ 3,338 $ 2,045

$ 3,338 $ 2,045 $ 1,060

Stock-based compensation - liability awards ( 9 ) ( 15 ) 155

( 15 ) 155 1,399

Total stock-based compensation $ 4,558 $ 3,323 $ 2,200

$ 3,323 $ 2,200 $ 2,459

Stock options and performance shares

2 unchanged sentences

In June 2024 , the Company granted options to certain employees of the Company that are considered performance stock options to purchase an aggregate of 549,495 shares at an exercise price of $ 5.96 per share and a life of ten years .

For each performance stock option award, one - third of the underlying shares vest on the later of the first anniversary of the grant date and the date on which the Company’s stock price, determined using a 30 -day average, exceeds $ 4.82 per share; performance stock options with respect to one - third of the underlying shares vest on the later of the second anniversary of the grant date and the date on which the Company’s stock price, determined using a 30 -day average, exceeds $ 5.54 per share; and performance stock options with respect to the remaining one - third of the underlying shares vest on the later of the third anniversary of the grant date and the date on which the Company’s stock price, determined using a 30 -day average, exceeds $ 6.37 per share.

share; and performance stock options with respect to the remaining one-third of the underlying shares vest on the later of the third anniversary of the grant date and the date on which the Company’s stock price, determined using a 30-day average, exceeds $ 9.09 per share.

These awards are option awards that contain a market condition.

1 unchanged sentence

During the year ended December 31, 2024 , 2023 and 2022 the weighted average assumptions shown below were used to calculate the weighted average grant date fair value of performance stock options grants under the Monte Carlo model.

Twelve Months Ended December 31,

Weighted average exercise price - ($/share)

Year Ended December 31,

2024 2023 2022

Weighted average exercise price - ($/share) $ 5.96 $ 4.19 $ 6.41

Expected life in years 6.7 6.4 6.0

2 unchanged sentences

Expected dividend yield 4.19 % 5.97 % 2.30 %

5.97 % 2.30 % —

Weighted average grant date fair value - ($/share) $ 3.27 $ 2.29 $ 2.84

$ 2.29 $ 2.84 $ 2.07

Performance stock options activity associated with the Monte Carlo model for the year ended December 31, 2024 is provided below:

Number of Shares Underlying Options

Weighted Average Exercise Price Per Share

Weighted Average Remaining Contractual Term

Aggregate Intrinsic Value

(in thousands)

Number of Shares Underlying Options Weighted Average Exercise Price Per

Share Weighted Average Remaining

Contractual Term Aggregate Intrinsic Value

(in thousands) (in years) (in thousands)

Outstanding at January 1, 2024 611 $ 4.69

( 168 ) ( 1.74 )

Granted 549 5.96

Exercised ( 24 ) 4.54

Unvested shares forfeited ( 18 ) 4.19

1 unchanged sentence

Outstanding at December 31, 2024 1,118 $ 5.32 8.6 $ 185

611 $ 4.69 8.72 $ 255

Exercisable at December 31, 2024 228 $ 4.22 7.4 $ 147

118 $ 4.56 7.60 $ 116

The intrinsic value of a performance stock option awards is the amount that the current market value of the underlying stock exceeds the exercise price of the award.

The intrinsic performance stock option awards exercised in 2023 was $ 0.5 million.

As of December 31, 2023, unrecognized compensation cost related to outstanding performance stock option awards was $ 0.8 million, which is expected to be recognized over a weighted average period of 2.0 years.

During the year ended December 31, 2023, 5,959 shares were added to treasury as a result of tax withholding on performance stock option awards exercised.

The intrinsic performance stock option awards exercised in 2024 was $ 43.1 thousand.

As of December 31, 2024 , unrecognized compensation cost related to outstanding performance stock option awards was $ 1.6 million, which is expected to be recognized over a weighted average period of two years .

Regular stock options (stock options without a performance condition) activity associated with the Black-Scholes model for the year ended December 31, 2024 is provided below:

Number of Shares Underlying Options

Weighted Average Exercise Price Per Share

Weighted Average Remaining Contractual Term

Aggregate Intrinsic Value

(in thousands)

Number of Shares Underlying Options Weighted Average Exercise Price Per Share

(in thousands)

Outstanding at January 1, 2024 170 $ 1.99

( 217 ) ( 1.75 )

Unvested shares forfeited

Vested shares expired

Exercised ( 170 ) 1.99

Outstanding at December 31, 2024 — $ —

170 $ 1.99 0.27 $ 425

Exercisable at December 31, 2023

170 $ 1.99 0.27 $ 425

The intrinsic value of a stock option is the amount that the current market value of the underlying stock exceeds the exercise price of the option.

1 unchanged sentence

There was no unrecognized stock compensation cost as of December 31, 2024 and December 31, 2023 , respectively.

During the year ended December 31, 2024, 72,864 shares were added to treasury as a result of tax withholding on the stock option awards exercised.

Restricted shares

2 unchanged sentences

The following is the activity for the Company's restricted stock for the year ended December 31, 2024:

Restricted Stock

Weighted Average Grant Date Fair Value

Restricted Stock Weighted Average Grant Date Fair Value

(in thousands)

6 unchanged sentences

The weighted average grant date fair value per share of restricted stock awards, which vested during 2024, 2023 and 2022, was $ 4.42 , $ 3.92 and $ 2.25 , respectively.

As of December 31, 2023 , unrecognized compensation cost related to restricted stock totaled $ 2.4 million and is expected to be recognized over a weighted average period of 1.5 year.

In connection with the Arrangement with TransGlobe and pursuant to the Arrangement Agreement, at the effective time of the Arrangement, certain awards previously issued to TransGlobe’s key employees and board members who continued their relationship as employees or board members of VAALCO following the Arrangement, will continue to be governed by the applicable TransGlobe plan, provided that each such applicable plan has been amended to provide that VAALCO common stock shall be issuable in lieu of cash or TransGlobe common stock with respect to TransGlobe’s deferred share units (“DSU”s), performance share units (“PSU”s) and restricted stock units (“RSU”s), in each case, based on the exchange ratio in the Arrangement.

For the PSUs that will remain outstanding following the effective time of the Arrangement as described in the immediately preceding sentence, the applicable vesting percentage was determined by the TransGlobe board of directors to be 200 % for PSUs granted in 2020 and 2021;

As of December 31, 2024, unrecognized compensation cost related to restricted stock totaled $ 3.8 million and is expected to be recognized over a weighted average period of less than two years .

In connection with the TransGlobe Acquisition and pursuant to the Arrangement Agreement, at the effective time of the TransGlobe Acquisition, certain awards previously issued to TransGlobe’s key employees and board members who continued their relationship as employees or board members of the Company following the TransGlobe Acquisition, will continue to be governed by the applicable TransGlobe plan, provided that each such applicable plan has been amended to provide that the Company common stock shall be issuable in lieu of cash or TransGlobe common stock with respect to TransGlobe’s deferred share units (“DSU”s), performance share units (“PSU”s) and restricted stock units (“RSU”s), in each case, based on the exchange ratio in the Arrangement Agreement.

For the PSUs that will remain outstanding following the effective time of the TransGlobe Acquisition as described in the immediately preceding sentence, the

applicable vesting percentage was determined by the TransGlobe board of directors to be 200 % for PSUs granted in 2021 and 2022;

and 64.4 % for PSUs granted in 2023 .

On the effective date of the Arrangement, October 13, 2022, the combined fair value of the DSUs, PSU's and RSU's liability from TransGlobe was $ 6.0 million.

As of October 13, 2022, the effective date of the TransGlobe Acquisition, the combined fair value of the DSUs, PSU's and RSU's liability from TransGlobe was $ 6.0 million.

On December 16, 2022 , the Compensation Committee determined that the awards would be settled in shares from the 2021 Plan, thereby converting all the awards from cash-settled liability awards to equity awards.

On the date of this conversion, the awards were revalued based on VAALCO’s share price, and the Company recognized a gain of $ 0.6 million in its consolidated statements of operations and comprehensive income (loss).

RSUs were issued to directors, officers and employees of TransGlobe in the ordinary course of business prior to the Arrangement.

On the date of this conversion, the awards were revalued based on the Company’s share price, and the Company recognized a gain of $ 0.6 million in its consolidated statements of operations and comprehensive income (loss).

RSUs were issued to directors, officers and employees of TransGlobe in the ordinary course of business prior to the TransGlobe Acquisition.

Each RSU vests annually over a three-year period.

On December 16, 2022, Compensation Committee determined that the awards would be settled in shares from the 2020 Plan, thereby converting all the awards to equity awards instead of cash-settled liability awards.

RSU activity for the twelve months ended December 31, 2023 is presented in the table below:

Restricted Stock

Weighted Average Conversion Date Fair Value

On December 16, 2022 , the Compensation Committee determined that the awards would be settled in shares from the 2020 Plan, thereby converting all the awards to equity awards instead of cash-settled liability awards.

RSU activity for the year ended December 31, 2024 is presented in the table below:

Restricted Stock Weighted Average Conversion Date Fair Value

(in thousands)

9 unchanged sentences

PSUs are similar to RSUs except that they originally contained a performance factor affecting the vesting percentage.

For the PSUs that remained outstanding following the effective time of the Arrangement, the applicable vesting percentage was determined by the TransGlobe board of directors to be 200% for PSUs granted in 2020 and 2021;

For the PSUs that remained outstanding following the effective time of the TransGlobe Acquisition, the applicable vesting percentage was determined by the TransGlobe board of directors to be 200 % for PSUs granted in 2021 and 2022;

and 64.4 % for PSUs granted in 2023.

1 unchanged sentence

On December 16, 2022, the Compensation Committee determined that the awards would be settled in shares from the 2020 Plan, thereby converting all the awards to equity awards instead of cash-settled liability awards.

PSU activity for the twelve months ended December 31, 2023 is presented in the table below:

Restricted Stock

Weighted Average Conversion Date Fair Value

PSU activity for the year ended December 31, 2024 is presented in the table below:

Restricted Stock Weighted Average Conversion Date Fair Value

(in thousands)

4 unchanged sentences

Non-vested shares outstanding at December 31, 2024 9 $ 4.27

As of December 31, 2023, unrecognized compensation cost related to PSU’s totaled $ 0.1 million and is expected to be recognized over a weighted average period of 0.7 years.

During the twelve months ended December 31, 2023, 156,616 shares were added to treasury as a result of tax withholding on the vesting of PSU’s.

As of December 31, 2024, unrecognized compensation cost related to PSU’s totaled $ 0.00 million .

During the year ended December 31, 2024, 19,742 shares were added to treasury as a result of tax withholding on the vesting of PSU’s.

DSUs are similar to RSUs, except that they become fully vested on the date of grant and are only issued to directors of the Company.

1 unchanged sentence

On December 16, 2022, the Compensation Committee determined that the awards would be settled in shares from the 2020 Plan, thereby converting all the awards to equity awards instead of cash-settled liability awards.

At June 30, 2023, approximately 101,313 DSUs are vested but not converted.

During the second quarter of 2023, 358,563 DSUs were converted to shares of common stock of the company following the departure of Mr.

David Cook and Mr.

Timothy Marchant from the board of directors, of which 65,582 shares were forfeited back to VAALCO to satisfy applicable tax withholding obligations.

At December 31, 2024 , there are approximately 101,313 DSUs outstanding, which are vested but not converted.

Stock appreciation rights ( “ SARs ” )

7 unchanged sentences

SAR activity for the year ended December 31, 2024 is provided below:

Number of Shares Underlying SARs

Weighted Average Exercise Price Per Share

Weighted Average Remaining Contractual Term

Aggregate Intrinsic Value

(in thousands)

Number of Shares Underlying SARs Weighted Average Exercise Price Per

(in thousands)

Outstanding at January 1, 2024 76 $ 2.33

Unvested SARs forfeited

Vested SARs expired

Exercised ( 76 ) 2.33

Outstanding at December 31, 2024 —

76 $ 2.33 0.16 $ 164

Exercisable at December 31, 2023

76 $ 2.33 0.16 $ 164

The intrinsic value of a SAR is the amount that the current market value of the underlying stock exceeds the exercise price of the award.

The intrinsic value of SARs exercised in 2024 , 2023 and 2022 was $ 0.2 million, $ 0.4 million, and 0.8 million respectively.

SARs considered liabilities under US GAAP and the awards are measured at fair value on the grant date and remeasured at fair value until the award is settled.

SARs are considered liabilities under US GAAP and the awards are measured at fair value on the grant date and remeasured at fair value until the award is settled.

On February 28, 2024 , all remaining SAR awards were exercised.

9 unchanged sentences

OTHER COMPREHENSIVE INCOME

At December 31, 2023, the Company’s accumulated other comprehensive income was $ 2.9 million.

All of the Company’s other comprehensive income arises from the currency translation of TransGlobe Energy Corporation to USD.

The components of accumulated other comprehensive income are as follows:

At December 31, 2024 , the Company’s accumulated other comprehensive loss was $ 5.0 million.

All of the Company’s other comprehensive income (loss) arises from the currency translation of VAALCO Energy Canada, Inc.

The components of accumulated other comprehensive income (loss) are as follows:

Currency Translation Adjustments

3 unchanged sentences

Balance at December 31, 2023 $ 2,880

Amounts reclassified from accumulated other comprehensive income (loss) ( 7,842 )

Balance at December 31, 2024 $ ( 4,962 )

SUBSEQUENT EVENTS

2025 RBL Facility

On March 4, 2025, the Company and certain of its subsidiaries, entered into the 2025 Facility Agreement with The Standard Bank of South Africa Limited, Isle of Man Branch, The Standard Bank of South Africa Limited, and the other financial institutions, providing for the 2025 RBL Facility.

The 2025 RBL Facility has aggregate commitments of $ 190.0 million as of March 4, 2025, with an initial borrowing base of $ 182.0 million.

The Initial Total Commitments reduce semi-annually starting from September 30, 2026.

The Borrowing base amount is calculated pursuant to the 2025 Facility Agreement and redetermined on March 31 and September 30 of each year beginning June 30, 2025 and other interim triggers set out in the 2025 Facility Agreement.

FPSO Acquisition

In February 2025, the Company, through the JOA Operator, completed the acquisition of the FPSO in Cote d'Ivoire for a total purchase price of $ 20.0 million, or approximately $ 5.5 million net cost to the Company.

Acquisition of Interest in CI-705 Block

In March 2025, the Company farmed into the CI-705 block offshore Côte d’Ivoire.

The Company will become operator of the CI-705 block with a 70 % working interest and a 100 % paying interest though 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.

Acquisition costs for this transaction is approximately over $ 3.0 million.

SUPPLEMENTAL INFORMATION ON CRUDE OIL, NATURAL GAS AND NGLs PRODUCING ACTIVITIES (UNAUDITED)

1 unchanged sentence

The geographic areas reported are the U.S.

(North America), which includes the producing properties in offshore Gabon (Africa), and onshore in Egypt and Canada.

(North America), which includes the producing properties in offshore Gabon and Cote d'Ivoire (Africa), and onshore in Egypt and Canada.

Costs Incurred for Acquisition, Exploration and Development Activities

Costs incurred during the year:

Gabon Egypt Canada Cote d'Ivoire Total

Year Ended December 31, 2024 (1)

3 unchanged sentences

Development costs 22,579 11,364 25,828 44,435 104,205

Year Ended December 31, 2022

(in thousands)

Exploration costs - capitalized

Total $ 22,579 $ 11,412 $ 25,828 $ 151,524 $ 211,342

Gabon Egypt Canada Total

Year Ended December 31, 2023 (in thousands)

Exploration costs - expensed $ 51 $ 1,914 $ — $ 1,965

1 unchanged sentence

Development costs 17,011 37,866 16,809 71,686

Total $ 17,062 $ 39,780 $ 16,809 $ 73,651

Gabon Egypt Canada Total

Year Ended December 31, 2022 (2)

4 unchanged sentences

Development costs 162,328 7,515 2,187 172,030

(1) - Primarily associated with the Southeast Etame 4P appraisal wellbore.

Total $ 162,633 $ 178,497 $ 106,577 $ 447,707

(1) For Cote d'Ivoire, all activity pertains to the period from April 30, 2024 to December 31, 2024 related to the Svenska Acquisition.

(2) For Egypt and Canada, all activity pertains to the period from October 14, 2022 to December 31, 2022 related to the TransGlobe Acquisition.

Capitalized Costs Relating to crude oil, natural gas and NGLs Producing Activities

Capitalized costs pertain to the producing activities in Gabon, Egypt and Canada and to undeveloped leasehold in Gabon, Egypt, Canada and Equatorial Guinea.

Capitalized costs pertain to the producing activities in Gabon, Egypt, Cote d'Ivoire and Canada and to undeveloped leasehold in Gabon, Egypt, Cote d'Ivoire, Canada and Equatorial Guinea.

As of December 31,

7 unchanged sentences

Results of Operations for crude oil, natural gas and NGLs Producing Activities

For Egypt and Canada, all activity pertains to the year ended December 31, 2023 and the period of October 14, 2022 - December 31, 2022, after the acquisition of TransGlobe.

International

Gabon Egypt Canada Cote d'Ivoire Total

Year Ended December 31, 2024 (2)

(In thousands)

Revenues $ 205,954 $ 145,966 $ 31,986 $ 95,082 $ 478,988

Production costs and other expense (1)

(62,234) (50,770) (11,301) (38,017) (162,322)

Depreciation, depletion, amortization (50,679) (33,458) (19,309) (38,771) (142,217)

3 unchanged sentences

Results from crude oil and natural gas producing activities $ 12,529 $ 27,390 $ 1,478 $ 15,707 $ 57,104

International

Year Ended December 31, 2022

(In thousands)

Gabon Egypt Canada Total

Year Ended December 31, 2023 (In thousands)

Crude oil and natural gas sales $ 260,346 $ 161,049 $ 33,671 $ 455,066

Production costs and other expense (1)

(94,615) (54,779) (9,463) (158,857)

Depreciation, depletion, amortization (62,622) (35,095) (17,398) (115,115)

1 unchanged sentence

Other operating expense (55) (241) 729 433

Credit (recovery) losses and other

Income tax benefit (expense) (67,982) (37,271) — (105,253)

Results from crude oil and natural gas producing activities $ 35,021 $ 31,749 $ 7,539 $ 74,309

Gabon Egypt Canada Total

Year Ended December 31, 2022 (3)

2 unchanged sentences

Production costs and other expense (1)

(108,701) (11,936) (1,972) (122,609)

Depreciation, depletion, amortization (34,651) (10,444) (2,921) (48,016)

Exploration expenses (258) — — (258)

Impairment of proved properties

Other operating expense 38 — — 38

3 unchanged sentences

(1) Includes local general and administrative expenses but excludes corporate general and administrative expenses and allocated corporate overhead.

(2) For Cote d'Ivoire, all activity pertains to the period from April 30, 2024 to December 31, 2024 related to the Svenska Acquisition.

(3) For Egypt and Canada, all activity pertains to the period from October 14, 2022 to December 31, 2022 related to the TransGlobe Acquisition.

Estimated Quantities of Proved Reserves

5 unchanged sentences

Business – Reserve Information .”

For Egypt and Canada, all activity pertains to the year ended December 31, 2023 and the period of October 14, 2022 - December 31, 2022, after the acquisition of TransGlobe.

Proved reserves:

(MBbls) Egypt

(MBbls) Canada

(MBbls) Cote d'Ivoire

(MBbls) Total

Balance at January 1, 2022 11,218 — — — 11,218

Production (2,971) (547) (72) — (3,590)

Purchase of reserves — 9,124 3,679 — 12,803

2 unchanged sentences

Balance at December 31, 2022 10,219 8,577 3,607 — 22,403

Production (3,197) (2,771) (334) — (6,302)

Purchase of reserves — — — — —

2 unchanged sentences

Balance at December 31, 2023 9,064 10,592 3,431 — 23,087

Production (2,783) (2,585) (348) (1,054) (6,770)

Purchase of reserves — — — 15,288 15,288

2 unchanged sentences

Balance at December 31, 2024 11,063 9,448 2,765 15,252 38,528

(MBbls) Egypt

(MBbls) Canada

(MBbls) Cote d'Ivoire

(MBbls) Total

Year-end proved developed reserves:

2024 6,830 8,962 1,480 118 17,390

2023 8,053 10,141 1,309 — 19,503

2022 10,219 8,001 1,722 — 19,942

2021 7,227 — — — 7,227

Year-end proved undeveloped reserves:

2024 4,233 486 1,286 15,134 21,139

2023 1,011 451 2,122 — 3,584

2022 — 576 1,885 — 2,461

2021 3,991 — — — 3,991

Proved reserves:

(MMcf) Canada

(MMcf) Cote d'Ivoire

Balance at December 31, 2022 — — 16,539 — 16,539

Production — — (1,528) — (1,528)

Purchase of reserves — — — — —

2 unchanged sentences

Balance at December 31, 2023 — — 16,932 — 16,932

Production — — (1,532) (26) (1,558)

Purchase of reserves — — — 6,830 6,830

2 unchanged sentences

Balance at December 31, 2024 — — 16,080 6,551 22,631

(MMcf) Canada

(MMcf) Cote d'Ivoire

Year-end proved developed reserves:

2024 — — 10,490 47 10,537

2023 — — 9,011 — 9,011

2022 — — 11,023 — 11,023

Year-end proved undeveloped reserves:

2024 — — 5,590 6,504 12,094

2023 — — 7,921 — 7,921

2022 — — 5,516 — 5,516

Proved reserves:

(MBbls) Egypt

(MBbls) Canada

(MBbls) Cote d'Ivoire

(MBbls) Total

Balance at December 31, 2022 — — 2,797 — 2,797

Production — — (270) — (270)

Purchase of reserves — — — — —

2 unchanged sentences

Balance at December 31, 2023 — — 2,737 — 2,737

Production — — (267) — (267)

Purchase of reserves — — — — —

2 unchanged sentences

Balance at December 31, 2024 — — 2,680 — 2,680

(MBbls) Egypt

(MBbls) Canada

(MBbls) Cote d'Ivoire

(MBbls) Total

Year-end proved developed reserves:

2024 — — 1,744 — 1,744

2023 — — 1,449 — 1,449

2022 — — 1,855 — 1,855

Year-end proved undeveloped reserves:

2024 — — 936 — 936

2023 — — 1,289 — 1,289

2022 — — 942 — 942

Total Reserves (1)

Proved reserves:

(MBoe) Canada

(MBoe) Cote d'Ivoire

Balance at January 1, 2022 11,218 — — — 11,218

Production (2,971) (547) (211) — (3,729)

Extensions and discoveries — — — — —

2 unchanged sentences

Balance at December 31, 2022 10,219 8577 9161 — 27,957

Production (3,197) (2,771) (859) — (6,827)

Extensions and discoveries — — — — —

2 unchanged sentences

Balance at December 31, 2023 9,064 10,592 8,991 — 28,647

Production (2,783) (2,585) (870) (1,058) (7,296)

Purchase of reserves — — — 16,465 16,465

2 unchanged sentences

Balance at December 31, 2024 11,063 9,448 8,126 16,381 45,018

(1) - To convert Natural Gas to MBoe, MMcf is divided by 6.

(1) To convert Natural Gas to MBoe, MMcf is divided by 6 for Canada reserves, and MMcf is divided by 5.8 for Cote d'Ivoire reserves.

Total Reserves (1)

(MBoe) Canada

(MBoe) Cote d'Ivoire

Year-end proved developed reserves:

2024 6,830 8,962 4,972 126 20,890

2023 8,053 10,141 4,260 — 22,454

2022 10,219 8,001 5,414 — 23,634

2021 7,227 — — — 7,227

Year-end proved undeveloped reserves:

(1) To convert Natural Gas to MBoe, MMcf is divided by 6.

In 2023, operations in Gabon had 2.0 MMBoes of reserves added through positive revisions of previous estimates.

2.8 MMBoes of the positive revisions were due to performance offset by 0.8 MMBoes of negative revisions through price.

For Egypt at December , 31, 2023, 4.7 MMBoes of reserves were added through positive revisions of previous estimates.

5.3 MMBoes of the positive revisions were due to performance offset by 0.6 MMBoes of negative revisions through price.

For Canada at December , 31, 2023, 1.2 MMBoes of reserves were removed through negative revisions of previous estimates.

0.9 MMBoes of the negative revisions were due to performance and 0.3 MMBoes of negative revisions were through price.

In 2022, operations in Gabon had 2.0 MMBoes of positive revision of reserves due to the 2021/2022 drilling campaign.

0.7 MMBoes of the positive revision was due to performance and the remaining 1.3 MMBoes of positive revisions was due to price.

In 2021, the Company added 2.6 MMBoes of reserves due the acquisition of Sasol’s interest in the Etame Marin block.

In addition, the Company added 8.0 MMBoes due to positive revisions.

The positive revision of 8.0 MMBoes was due to positive revision of 3.0 MMBoes due to price and positive revisions of 5.0 MMBoes due to performance.

2024 4,233 486 3,154 16,255 24,128

2023 1,011 451 4,731 — 6,193

2022 — 576 3,746 — 4,322

2021 3,991 — — — 3,991

(1) To convert Natural Gas to MBoe, MMcf is divided by 6 for Canada reserves, and MMcf is divided by 5.8 for Cote d'Ivoire reserves.

In 2024, operations in Gabon had 4.8 MMBoe of reserves added through positive revisions of previous estimates mainly due to performance and development activities.

For Egypt, we had 1.4 MMBoe of reserves added through positive

revisions of previous estimates primarily as a result of our workover programs.

In 2024, we also added 16.5 MMBoe of reserves from our Svenska Acquisition.

In 2023, operations in Gabon had 2.0 MMBoe of reserves added through positive revisions of previous estimates.

2.8 MMBoes of the positive revisions were due to performance offset by 0.8 MMBoe of negative revisions through price.

For Egypt at December 31, 2023, 4.7 MMBoe of reserves were added through positive revisions of previous estimates.

5.3 MMBoe of the positive revisions were due to performance offset by 0.6 MMBoe of negative revisions through price.

In 2022, operations in Gabon had 2.0 MMBoe of positive revision of reserves due to the 2021/2022 drilling campaign.

0.7 MMBoe of the positive revision was due to performance and the remaining 1.3 MMBoe of positive revisions was due to price.

In accordance with the guidelines of the SEC, the Company does not book proved reserves on discoveries until such time as a development plan has been prepared for the discovery indicating that the development well will be drilled within five years from the date of its initial booking.

11 unchanged sentences

International

(In thousands)

(In thousands) Gabon Egypt Canada Cote d'Ivoire Total

Year Ended December 31, 2024

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Year Ended December 31,

2024 2023 2022

(in thousands)

4 unchanged sentences

Revisions of previous quantity estimates 144,956 139,856 95,623

Purchases 175,849 — 415,385

Changes in estimated future development costs (94,004) (92,641) (23,243)

13 unchanged sentences

Such prices are held constant throughout the life of the properties except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations.

For 2023, the average of such prices used for our reserve estimate was $83.22 per Bbl for crude oil for Gabon.

Prices were between $64.59 per Bbl for crude oil from Egypt and $71.67 per Bbl for crude oil from Canada.

For 2022, the average of such prices used for our reserve estimates was $100.35 per Bbl for crude oil from Gabon.

Prices were between $84.76 and $85.65 per Bbl for crude oil from Egypt and $89.61 per Bbl for crude oil from Canada.

For Gabon, this compares to the average of such price used for 2021 of $69.10 per Bbl.

For 2023, the adjusted average price for our reserves associated with natural gas was $1.91 per MCF, $5.20 per Bbl for Ethane, $20.18 per Bbl for propane, $36.69 per Bbl for butane and $74.76 per Bbl for condensates.

For 2022, the adjusted average price for our reserves associated with natural gas was $4.13 per MCF, $12.77 per Bbl for Ethane, $40.27 per Bbl for propane, $43.85 per Bbl for butane and $91.57 per Bbl for condensates.

For 2024 and 2023, the average of such prices for crude oil used for our reserve estimate were as follows:

Year Ended December 31,

Crude Oil ($/Bbl)

Gabon $ 81.08 $ 83.22

Egypt $ 65.48 $ 64.59

Cote d'Ivoire $ 79.70 $ —

Canada $ 69.12 $ 71.67

For 2024 and 2023, the adjusted average prices for our reserves associated with natural gas and NGLs were as follows:

Year Ended December 31,

Cote d'Ivoire

Natural Gas ($/Mcf) $ 2.77 $ —

Natural Gas ($/Mcf) $ 0.95 $ 1.91

Ethane ($/Bbl) $ 3.52 $ 5.20

Propane ($/Bbl) $ 19.46 $ 20.18

Butane ($/Bbl) $ 30.68 $ 36.69

Condensates ($/Bbl) $ 69.59 $ 74.76

Production Sharing Contracts

Under the Etame PSC in Gabon, the Gabonese government is the owner of all crude oil, natural gas and NGLs mineral rights.

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The PSC Extension also grants the Etame Consortium the right for two additional extension periods of five years each.

This compares to the economic end date of reserves under the current reserve report prepared by the independent reserve engineering firm of Netherland, Sewell & Associates, Inc.

This compares to the economic end date of reserves under the current reserve report evaluated by the independent reserve engineering firm of Netherland, Sewell & Associates, Inc.

The PSC for Block P in Equatorial Guinea entitles the Company to receive up to 70% of any future production after royalty deduction so long as there are amounts remaining in the Cost Account.

4 unchanged sentences

The Block P PSC provides for a discovery to be reclassified into a development area with a term of 25 years.

At December 31, 2023, the Company has no proved reserves related to Block P in Equatorial Guinea.

At December 31, 2024, the Company has no SEC proved reserves related to Block P in Equatorial Guinea.

Egypt production is based on Dated Brent prices, less a quality differential and is shared with the Egyptian government through PSCs.

1 unchanged sentence

The PSCs provide for cost recovery per quarter up to a maximum percentage of total production.

Timing differences often exist between the Company's recognition of costs and their recovery as the Company accounts for costs on an accrual basis, whereas cost recovery is determined on a cash basis.

Timing differences often exist between the Company's recognition of costs and their recovery as the

Company accounts for costs on an accrual basis, whereas cost recovery is determined on a cash basis.

If the eligible cost recovery is less than the maximum defined cost recovery, the difference is defined as “excess”.

13 unchanged sentences

On average, the tax levied in Alberta is 4% of revenues reported from freehold mineral title properties and is payable by the registered owner of the mineral rights.

The Company owns a 27.39% non-operated working interest in the deepwater producing Baobab field in Block CI-40, offshore Cote d’Ivoire in West Africa.

Production generated from the Baobab field is shared under a PSC (the “Cote d'Ivoire PSC”).

Under the Cote d'Ivoire PSC, the Company is entitled to a Cost Oil recovery percentage of up to 80% of total production.

Profit Oil percentage ranges from 30% to 53% based on the range of daily total production.

Cost Oil allows the Company to recover its capital and production costs and the costs carried by the Company on behalf of the government state oil company.

Profit oil is allocated to the joint venture partners in accordance with their respective equity interests, after a portion has been allocated to the government of Cote d'Ivoire.

In addition, under the terms of the Cote d'Ivoire PSC, the tax payments to the Ivorian Government are deemed satisfied by its share of the Profit Oil.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures