What changed in this filing

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Item 1A. Risk Factors

2026-03-16 compared with 2025-03-17 · 102 added, 167 removed, 492 unchanged (35% of the section changed)

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We are the operator of the Etame Marin block offshore Gabon, and are responsible for contracting on behalf of all the remaining parties participating in the project and rely on our joint venture owners to pay for 36.4% of the offshore Gabon budget.

With respect to Block P, the EG MMH approved our appointment as technical operator in August 2020 and, since we were appointed, we rely on the timely payment of cash calls by our joint venture owners to pay for 46.3% of the Equatorial Guinea budget, except during any development phases where we have agreed or will agree to carry their interests.

With respect to Block P, as the appointed technical operator, we rely on the timely payment of cash calls by our joint venture owners to pay for 46.3% of the Equatorial Guinea budget, except during any development phases where we have agreed or will agree to carry their interests.

The continued economic health of our joint venture owners could be adversely affected by low crude oil prices, thereby adversely affecting their ability to make timely payment of cash calls.

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Even if we succeed in selling additional equity securities to raise funds, at such time the ownership percentage of our existing stockholders would be diluted, and new investors may demand rights, preferences or privileges senior to those of existing stockholders.

If we raise additional capital through debt financing, the financing may involve covenants that restrict our business activities or our ability to

make future acquisitions.

If we raise additional capital through debt financing, the financing may involve covenants that restrict our business activities or our ability to make future acquisitions.

If cash generated by operations or cash available under any financing sources is not sufficient to meet our capital requirements beyond our current committed expenditure for the next 12 months, the failure to obtain additional financing could result in a curtailment of our operations relating to the development of our properties or prevent us from consummating acquisitions of additional reserves.

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In general, production from crude oil, natural gas and NGLs properties declines as reserves are depleted, with the rate of decline depending on reservoir characteristics.

Our ability to make the necessary capital investment to maintain or expand our asset base of crude oil, natural gas and NGLs reserves would be limited to the extent cash flow from operations is reduced and external sources of capital become limited or unavailable.

Our ability to make the necessary capital investment to maintain or expand our asset base of crude oil, natural gas and NGLs reserves would be limited to the

extent cash flow from operations is reduced and external sources of capital become limited or unavailable.

We may not be successful in exploring for, developing or acquiring additional reserves.

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• the operator’s desire to drill more wells or build more facilities on a project inconsistent with our capital budget, whether on a cash basis or through financing, which may limit our participation in those projects or limit the percentage of our revenues from those projects.

There is also a risk that these parties may at any time have economic, business, or legal interests or goals that are

inconsistent with the Company’s, and therefore, decisions may be made that the Company does not believe are in its best interest.

There is also a risk that these parties may at any time have economic, business, or legal interests or goals that are inconsistent with the Company’s, and therefore, decisions may be made that the Company does not believe are in its best interest.

Moreover, parties to these agreements may be unable to meet their economic or other obligations, and the Company may be required to fulfill those obligations alone.

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The occurrence of any of the foregoing events could have a material adverse effect on our anticipated exploration and development activities.

Provisions of our agreements could discourage an acquisition of us by a third-party.

Certain provisions of our production sharing contracts, joint operating agreements and other agreements could make it more difficult or more expensive for a third-party to acquire us or our assets, or may even prevent a third-party from acquiring us or our assets.

For example, some of these agreements contain restrictions on assignments of our assets, including requirements to obtain consent from applicable counterparties, preemption rights and requirements to make

bonus payments.

In some cases, these restrictions apply to “indirect assignments.” By discouraging an acquisition of us or our assets by a third-party, these provisions could have the effect of deterring otherwise interested third-parties from proposing or consummating these acquisitions.

This could deprive the holders of our common stock of an opportunity to sell their common stock at a premium over prevailing market prices.

We have limited control over the assets we do not operate.

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Even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and potential.

Inspections may not always be performed on every well, and potential problems, such as ground

water contamination and other environmental conditions and deficiencies in the mechanical integrity of equipment are not necessarily observable even when an inspection is undertaken.

Inspections may not always be performed on every well, and potential problems, such as ground water contamination and other environmental conditions and deficiencies in the mechanical integrity of equipment are not necessarily observable even when an inspection is undertaken.

Any unidentified problems could result in material liabilities and costs that negatively impact our financial condition.

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Reserve engineering is a subjective process of estimating the underground accumulations of crude oil, natural gas and NGLs that cannot be measured in an exact manner.

The estimates included in

this document are based on various assumptions required by the SEC, including non-escalated prices and costs and capital expenditures subsequent to December 31, 2024, and, therefore, are inherently imprecise indications of future net revenues.

The estimates included in this document are based on various assumptions required by the SEC, including non-escalated prices and costs and capital expenditures subsequent to December 31, 2025, and, therefore, are inherently imprecise indications of future net revenues.

Estimates of economically recoverable crude oil, natural gas and NGLs reserves and the future net cash flows from them are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserves recovery, timing and amount of capital expenditures, marketability of crude oil, natural gas and NGLs, royalty rates, the assumed effects of regulation by governmental agencies, and future operating costs, all of which may vary materially from actual results.

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If we are required to expend greater amounts than expected on abandoning or decommissioning costs or on future abandonment funding, this could materially affect our revenues and financial performance.

We may not generate sufficient cash to satisfy our payment obligations under the Merged Concession Agreement or be able to collect some or all of our receivables from EGPC, which could negatively affect our operating results and financial condition.

Under the Merged Concession Agreement, the Company is obligated to make modernization payments that total $65 million and are payable over six years from the Merged Concession Effective Date, of which $45.0 million plus a $1.0 million signing bonus have been paid as of December 31, 2024.

Under the Merged Concession Agreement, the Company will be required to pay an additional $10 million on February 1st for each of the next two years.

In accordance with the Merged Concession Agreement, we agreed to substitute the 2023 and 2024 payments and issue two $10.0 million credits against receivables owed from EGPC.

In addition, the Company has also committed to spending a minimum of $50 million over each five-year period for the 15 years of the primary term (total $150 million).

Our ability to make scheduled payments arising from the Merged Concession Agreement will depend on our financial condition and operating performance, which would be subject to then prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control.

We may be unable to maintain a level of cash flow sufficient to permit us to satisfy the payment obligations under the Merged Concession Agreement.

If we are unable to satisfy our obligations, it is possible that EGPC could seek to terminate the Merged Concession Agreement, which would negatively affect our operating results and financial condition.

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.

If EGPC’s financial position becomes impaired or if EGPC disputes or refuses to pay some or all of the said amount, our ability to fully collect such receivable from EGPC could be impaired, which could negatively affect our operating results and financial condition.

We could lose our interest in Block P in Equatorial Guinea if we do not meet our commitments under the production sharing contract.

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There can be no certainty that any such transaction will be completed or that we will be able to commence drilling operations in Block P.

If the joint venture owners of Block P fail to meet the commitments under the production sharing contract amendment, our capitalized costs of $10 million associated with Block P interest would be impaired.

There are no assurances that we will be able to extend the Block CI-40 PSC.

The Block CI-40 PSC expires in April 2028.

The Block CI-40 PSC can be extended by 10 years so long as certain conditions are met.

Negotiations to extend the Block CI-40 PSC began in January 2024, led by the operator, CNR International (Côte d'Ivoire) S.A.R.L (the “Operator”), with the Director General of Hydrocarbons and the Government of the Côte d’Ivoire.

Any extension is subject to approval of the Council of Ministers and formal approval by presidential decree.

There can be no assurance that an extension will be approved or that any extension’s terms will not contain terms less favorable than our present arrangement.

If the Block CI-40 PSC expires, our results of operations would be adversely affected.

If the joint venture owners of Block P fail to meet the commitments under

the production sharing contract amendment, our capitalized costs of $10 million associated with Block P interest would be impaired.

The FPSO in Côte d’Ivoire ceased hydrocarbon production on January 31, 2025 for scheduled maintenance.

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As an offshore asset, we, along with the operator and contractors of the Block CI-40 PSC, depend on the FPSO to store the crude oil produced prior to sale to customers.

The FPSO contract expires in December 2025.

The FPSO will be in transit to dry dock in early 2025 for planned maintenance and upgrades.

It ceased hydrocarbon production as scheduled on January 31, 2025 and the final lifting of crude oil from the FPSO concluded on February 6, 2025.

The project team mobilization efforts are on schedule and have significantly progressed, deploying the necessary workforce support vessels and equipment to facilitate the safe disconnection of the FPSO.

The vessel is planned to be wet towed to the shipyards in Dubai for refurbishment upon departure from the field around March 2025.

During this time, production relating to the Block CI-40 PSC will be halted and we will receive no revenues from the Block CI-40 PSC.

Additionally, there can be no

assurance that the FPSO will return to service in the expected timeframe or that the costs of returning it to service will not be more than expected, and in either such case our results would be adversely affected.

As part of the planned dry dock refurbishment, the Baobab FPSO ceased hydrocarbon production on January 31, 2025, with the final crude oil lifting in February 2025.

The vessel departed from the field in late March 2025 and arrived at the shipyard in Dubai in May 2025.

Although, the refurbishment work was completed in February 2026 and the Baobab FPSO has commenced its mobilization back to Cote d’Ivoire, there can be no assurance that the FPSO will return to service in the expected timeframe or that the costs of returning it to service will not be more than expected, and in either such case our results would be adversely affected.

In addition, there can be no assurance that wells that are currently shut in will be returned to production on a timely basis, if at all, or at historical or anticipated production levels.

Commodity derivative transactions that we enter into may fail to protect us from declines in commodity prices and could result in financial losses or reduce our income.

In order to reduce the impact of commodity price uncertainty and increase cash flow predictability relating to the marketing of our crude oil, natural gas and NGLs we have entered into and may continue to enter into derivative arrangements with respect to a portion of our expected production in order to hedge against potential commodity price declines.

In addition, under the 2025 RBL Facility agreement, if the aggregate borrowings under the 2025 RBL Facility exceeds 35% of the lower of (a) the available total commitments and (b) the applicable borrowing base amount, we are also required to enter into commodity price hedge positions covering certain volumes of anticipated future production set out in the banking case.

Our derivative contracts typically consist of a series of commodity swap contracts, such as puts, collars and fixed price swaps, and are limited in duration.

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Our ability to collect payments from the sale of crude oil, natural gas and NGLs from our customers depends on the payment ability of our customer base, which may include a small number of significant customers.

For example, our revenue concentration by customer for each of the Gabon, Egypt, and Cote d’Ivoire operating segments for the year ended December 31, 2025, was with a single respective significant customer.

If our significant customers fail to pay for any reason, we could experience a material loss.

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Historically, we have had significant account receivables outstanding from governmental entities in countries where we operate.

For example, while EGPC has made regular payments of these amounts owing, the timing of these payments has historically been longer than the normal industry standard.

For example, while EGPC has made regular payments of these amounts, the timing of these payments have historically been longer than the normal industry standard.

In addition, EGPC has at times faced difficulties in accessing foreign exchange markets for the purpose of obtaining U.S.

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We are also exposed to third-party credit risk through our banking relationships in the jurisdictions in which we operate.

Recent macroeconomic conditions have caused turmoil in the banking sector in the United States and elsewhere.

If any of the banks in which we keep our deposits is affected by such turmoil, we could be materially and adversely affected.

In 2023, macroeconomic conditions caused turmoil in the banking sector in the United States and elsewhere.

We were not impacted by such turmoil.

However, if similar conditions arise in the banking sector again and if any of the banks in which we keep our deposits is affected by such turmoil, we could be materially and adversely affected.

Our business could be materially and adversely affected by security threats, including cybersecurity threats, and other disruptions.

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The occurrence of certain geopolitical events, including those arising from terrorist activity, international hostility, public health crises, and the economic impact of global trade tensions and the imposition of tariffs, could significantly disrupt our business and operational plans and adversely affect our results of operations, cash flows, financial condition and liquidity.

For instance, the ongoing conflicts in the Middle East and between Russia and Ukraine have and may continue to cause geopolitical instability, and adversely impact the global economy, supply chains and specific markets and industries.

For instance, the ongoing conflicts in the Middle East, including the United States-Israel-Iran war and between Russia and Ukraine have and may continue to cause geopolitical instability, and adversely impact the global economy, supply chains and specific markets and industries.

Although we are not able to enumerate all potential risks to our business resulting from these and other similar events, we believe that such risks include, but are not limited to, the following:

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• any reductions of our workforce to adjust to market conditions, including severance payments, retention issues, and possible inability to hire employees when market conditions improve;

• logistical challenges, including those resulting from border closures and travel restrictions, as well as the possibility that our ability to continue production may be interrupted, limited or curtailed if workers and/or materials are unable to reach our offshore platforms and FSO charter vessel or our counterparties are unable to lift crude oil from our FSO charter vessel;

• logistical challenges, including those resulting from border closures and travel restrictions, as well as the possibility that our ability to continue production may be interrupted, limited or curtailed if workers and/or materials are unable to reach our offshore platforms, our FPSO vessel and our FSO charter vessel or our counterparties are unable to lift crude oil from our FPSO vessel or our FSO charter vessel;

• economic, political and regulatory conditions domestically and internationally, including imposition of tariffs or other tax incentives or disincentives;

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• we may experience a structural shift in the global economy and our demand for crude oil, natural gas and NGLs as a result of changes in the way people work, travel and interact, or in connection with a global recession or depression.

In early 2025, the new U.S.

presidential administration announced wide-ranging policy changes and issued numerous executive actions on topics including international trade, energy resources, corporate taxes, global climate change initiatives, employment practices, corporate compliance programs, environmental regulations, as well as other matters.

Further, the new presidential administration has indicated an intent to make structural changes to the executive branch of the federal government, including significant reductions in the federal workforce.

Continuing legal challenges to many of the policy changes and executive actions are expected.

Such actions may directly or indirectly impact our industry and could lead to increased regulatory uncertainty and volatility.

We cannot predict how these policy changes and executive actions will be implemented and interpreted, or the ultimate effect they will have on our business, financial condition and results of operations.

In 2025 and continuing into 2026, the current U.S.

presidential administration has implemented wide-ranging policy changes and issued numerous executive actions on topics including international trade, energy resources, corporate taxes, global climate change initiatives, employment practices, corporate compliance programs and environmental regulations, among other matters.

In addition, the administration has continued to pursue structural changes to the executive branch of the federal government, including significant reductions in the federal workforce and reorganization of certain regulatory agencies.

Ongoing legal challenges to many of these policy changes and executive actions remain unresolved, contributing to increased regulatory uncertainty.

In addition, any disruption in the operations of the U.S.

federal government, including as a result of any future temporary or prolonged shutdowns resulting from the failure of Congress to enact appropriations bills, raise the federal debt ceiling or otherwise, could adversely affect our business, operations and financial condition.

Recently, beginning on October 1, 2025 through November 12, 2025, the U.S.

federal government shut down, during which time certain regulatory agencies, such as the SEC, furloughed large numbers of employees and stopped routine activities and operations.

Additionally, on October 10, 2025, the U.S.

federal government implemented substantial layoffs and workforce reductions in connection with the federal government shutdown, which resulted in the suspension or delay of various government-funded programs.

Furthermore, the recent federal government shutdown resulted in reduced availability of government services, and the suspension or delay of activities by key agencies that regulate or otherwise interact with our business, including the SEC.

As a result, review and approval of our filings, applications, and submissions could be delayed, and we may be unable to access or rely upon certain government data or systems.

federal government shutdown or prolonged budget negotiation uncertainty may further adversely affect the broader U.S.

economy, investor confidence, and capital markets.

Such conditions could negatively impact the liquidity or trading volume of our securities, which in turn could have a material adverse effect on our business, results of operations, and stock price.

Furthermore, geopolitical events, including the recent developments in Venezuela and Iran and changing U.S.

foreign policy priorities, have heightened volatility in the regulatory environment affecting our industry.

We cannot predict how these policy changes, executive actions, and geopolitical events will be implemented or interpreted or the impact of a possible U.S.

federal government shutdown or prolonged budget negotiation, or the ultimate effect they will have on our business, financial condition, and results of operations.

We cannot reasonably estimate the period of time that these conditions will persist;

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We have less control over our investments in foreign properties than we would have over our domestic investments.

Our exploration, development and production activities are subject to various political, economic and other uncertainties, including but not limited to changes, sometimes frequent or marked, in energy policies or the personnel administering them, expropriation of property, cancellation or modification of contract rights, changes in laws and policies governing operations of foreign-based companies, unilateral renegotiation of contracts by governmental entities, uncertainties as to whether laws and regulations will be applicable in any particular circumstance, uncertainty as to whether we will be able to demonstrate to the satisfaction of the applicable governing authorities compliance with governmental or contractual requirements, redefinition of international boundaries or boundary disputes, foreign exchange restrictions, currency fluctuations, foreign currency availability, royalty and tax increases, changes to tax legislation or the imposition of new taxes, the imposition of production bonuses or other charges and other risks arising out of governmental sovereignty over the areas in which our operations are conducted.

requirements, redefinition of international boundaries or boundary disputes, foreign exchange restrictions, currency fluctuations, foreign currency availability, royalty and tax increases, changes to tax legislation or the imposition of new taxes, the imposition of production bonuses or other charges and other risks arising out of governmental sovereignty over the areas in which our operations are conducted.

Our operations require, and any future opportunistic acquisitions may require, protracted negotiations with host governments, local governments and communities, local competent authorities, national oil companies, and third parties.

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differs distinctly from our rights in foreign reserves where the state generally retains ownership of the minerals and, in many cases participates in, the exploration and production of hydrocarbon reserves.

In the foreign countries in which we may do business, the state generally retains ownership of the minerals and consequently retains control of, and in many cases participates in, the exploration and production of hydrocarbon reserves.

Accordingly, operations outside the U.S.

may be materially affected by host governments.

While the laws of each of Gabon, Cote d'Ivoire and Equatorial Guinea recognize private and public property and the right to own property is protected by law, the laws of each country reserve, at the respective government’s discretion, the right to expropriate property and terminate contracts (including the Etame PSC, the Block CI-40 PSC, and the Block P PSC) for reasons of public interest, subject to reasonable compensation, determinable by the respective government in our discretion.

The terms of the Etame PSC include provisions for, among other things, payments to the government of Gabon for a 13% Royalty Interest based on crude oil production at published prices and payments for a shared portion of Profit Oil, based on daily production rates, which such Profit Oil has been and can continue to be taken in-kind through taking crude oil barrels rather than making cash payments.

In Canada, majority of the mineral rights are usually held by a provincial government, also known as the Crown, but a small portion, called the freehold mineral rights, may be held by others such as individuals, families or businesses.

In exchange for the right to develop oil and natural gas resources, companies make royalty payments to the Crown, which are calculated by taking a percentage of revenues generated from the sale of oil and natural gas.

We have operated in Gabon since 1995 and believe we have good relations with the current Gabonese government.

However, there can be no assurance that present or future administrations or governmental regulations in Gabon will not materially adversely affect our operations or cash flows.

The respective applicable laws governing the exploration and production of hydrocarbons in Gabon, Cote d'Ivoire and Equatorial Guinea (Law No.

002/2019 in Gabon, Law No.

96-669 in Cote d'Ivoire, and Law No.

8/2006 in Equatorial Guinea) each provide their respective government officials with significantly broad regulatory, inspective and auditing powers with respect to the performance of petroleum operations, which include the powers to negotiate, sign, amend and perform all contracts entered into between the respective governments and independent contractors.

The executive branches of each respective government also retain significant discretionary powers, giving considerable control over the executive, judiciary and legislative branches of each government, and the ability to adopt measures with a direct impact on private investments and projects, including the right to appoint ministers responsible for petroleum operations.

Equatorial Guinea, any new PSC or equivalent agreement for the exploration and exploitation of hydrocarbons is subject to presidential ratification before it can become effective.

Any of the factors detailed above or similar factors could have a material adverse effect on our business, results of operations or financial condition.

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• a capital market reassessment of risk and reduction of available capital, making it more difficult for us and our joint owners to obtain financing for potential development projects.

Some of these risks may be higher in the developing countries in which we conduct our activities, namely, Gabon, Cote d'Ivoire, Equatorial Guinea and Egypt.

For example, in September 2023, Gabon experienced a largely non-violent, military coup d’état and the country’s leadership changed hands.

The group leading the coup created a Committee for the Transition and Restoration of Institutions and a new president was sworn in on the basis of a transition charter adopted by the group leading the coup.

The new president has indicated that a new constitution for Gabon will be adopted and that elections will be held after a transition period.

No assurance can be given that any such new constitution will be adopted or if adopted, that the content thereof will be in line with Gabon’s existing laws.

Any of these developments may have an adverse effect on our operations and financial results.

Some of these risks may be higher in the developing countries in which we conduct our activities, namely, Gabon, Egypt, Cote d'Ivoire, Nigeria and Equatorial Guinea.

While we monitor the economic and political environments of the countries in which we operate, loss of property and/or interruption of our business plans resulting from civil or political unrest could have a significant negative impact on our earnings and cash flow.

In addition, losses caused by these disruptions may not be covered by insurance, or even if they are covered by insurance, we may not have enough insurance to cover all of these losses.

If any violent action causes us to

become involved in a dispute, we may be subject to the exclusive jurisdiction of courts outside the U.S.

If any violent action causes us to become involved in a dispute, we may be subject to the exclusive jurisdiction of courts outside the U.S.

or may not be successful in subjecting non-U.S.

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Inflation could adversely impact our ability to control costs, including operating expenses and capital costs.

inflation rate steadily rose in 2021 and into 2022 before eventually declining throughout 2023.

During 2024, the U.S.

inflation rate remained stable when compared to the last half of 2023, yet remained slightly higher than historical averages.

However, the U.S.

inflation rate rose slightly in January 2025 and the U.S.

inflation rate could rise significantly again in the future.

inflation rate has fluctuated throughout 2024 and 2025, and it remains close to the historic levels over the past several decades.

Although the current outlook is uncertain, heightened inflation may persist in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response.

In addition, global and industry-wide supply chain disruptions have resulted in shortages in labor, materials and services.

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Some collections of our accounts receivable from the Egyptian Government are received in Egyptian pounds, and while we are generally able to spend the Egyptian pounds received on accounts payable denominated in Egyptian pounds, there remains foreign currency exchange risk exposure on Egyptian pound cash balances.

In addition, from time to time, emerging market countries such as those in which we operate adopt measures to restrict the availability of the local currency or the repatriation of capital across borders.

These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves.

In addition, many emerging markets countries require consents or reporting processes before local currency earnings can be converted into U.S.

dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction.

These measures may have a number of negative effects on us, including the reduction of the immediately available capital that we could otherwise deploy for investment opportunities or the payment of expenses.

In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for us.

We do not utilize derivative instruments to manage these foreign currency risks.

We currently do not utilize derivative instruments to manage these foreign currency risks.

As a result, our consolidated earnings and cash flows may be impacted by movements in the exchange rates.

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We are subject to the provisions of the U.S.

Foreign Corrupt Practices Act, the UK Bribery Act, the Corruption of Foreign Public Officials Act (Canada) and other similar laws.

Foreign Corrupt Practices Act, the UK Bribery Act and other similar laws.

The foregoing laws prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business.

In addition, such laws require the maintenance of records relating to transactions and an adequate system of internal controls over accounting.

no assurance that our internal control policies and procedures, compliance mechanisms or monitoring programs will protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or adequately prevent or detect possible violations under applicable anti-bribery and anti-corruption legislation.

There can be no assurance that our internal control policies and procedures, compliance mechanisms or monitoring programs will protect us from recklessness, fraudulent behavior,

dishonesty or other inappropriate acts or adequately prevent or detect possible violations under applicable anti-bribery and anti-corruption legislation.

Our failure to comply with anti-bribery and anti-corruption legislation, or investigations by governmental authorities, could result in severe criminal or civil sanctions and may subject us to other liabilities, including fines, prosecution, potential debarment from public procurement and reputational damage, all of which could have a material adverse effect on our business, results of operations and financial condition.

We have identified material weaknesses in our internal control over financial reporting for the fiscal year ended December 31, 2024.

If we are unable to remediate these material weaknesses or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report financial information.

As disclosed in Part II, Item 9A, “ Controls and Procedures ,” we have identified material weaknesses in our internal control over financial reporting related to general information technology controls, effectiveness of control environment, risk assessment and design and process-level controls.

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 registrant's financial statements will not be prevented or detected on a timely basis.

As a result of the material weaknesses, we concluded that our internal control over financial reporting and related disclosure controls and procedures were not effective as of December 31, 2024.

We cannot be certain that the measures we may take in the future will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to their costs.

Because of the inherent limitations in all control systems, an evaluation of controls can only provide reasonable assurance that all material control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistakes.

Further, controls can be circumvented by the individual acts of some persons or by two or more persons acting in collusion.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Because of inherent limitations in any control system designed under a cost-effective approach, misstatements due to error or fraud may occur and not be detected.

A failure of the controls and procedures to detect error or fraud could seriously harm our business and results of operations.

If we are unable to remediate our existing or any future material weaknesses in our internal control over financial reporting, our ability to record, process or report financial information accurately and to prepare financial statements in an accurate and timely manner could adversely be affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.

Our business could suffer if we lose the services of, or fail to attract, key personnel.

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We are subject to relinquishment obligations under certain of our title documents that oblige us to relinquish certain proportions of our concession lease and license areas and thereby reduce our acreage.

Additionally, we may be unable to drill all of our prospects or satisfy our minimum work commitments prior to relinquishment and may be unable to meet our

obligations under the title documents.

Additionally, we may be unable to drill all of our prospects or satisfy our minimum work commitments prior to relinquishment and may be unable to meet our obligations under the title documents.

Failure to meet such obligations could result in concessions, leases and licenses being suspended, revoked or terminated which could have a material adverse effect on our business.

We may be exposed to the risk of earthquakes in Alberta, Canada.

The AER monitors seismic activity across the province of Alberta in Canada to assess the risks associated with, and instances of, earthquakes induced by hydraulic fracturing.

In recent years, hydraulic fracturing has been linked to increased seismicity in the areas in which hydraulic fracturing takes place, prompting regulatory authorities to investigate the practice further.

The AER has developed monitoring and reporting requirements that apply to all oil and natural gas producers working in certain areas where the likelihood of an earthquake is higher, and implemented the requirements in Subsurface Order Nos.

2, 6, and 7 (the “Seismic Protocol Regions”).

While we do not have operations in the Seismic Protocol Regions, we own production and working interest facilities and assets in the Harmattan area of west central Alberta and are exposed to the risks of earthquakes in that region.

We routinely conduct hydraulic fracturing in our drilling and completion programs.

There may be valid challenges to title or legislative changes which affect our title to the oil, natural gas and NGLs properties we control in Canada.

Although title reviews may be conducted in Canada prior to the purchase of oil, natural gas and NGLs producing properties or the commencement of drilling wells, such reviews do not guarantee or certify that an unforeseen defect in the chain of title will not arise.

Due in part to the nature of property rights development historically in Canada as well as the common practice of splitting legal and beneficial title, public registries are not determinative of actual rights held by parties.

Further, the fragmented nature of oil and gas rights, which may be held by the government or private individuals and companies, and may be split among a great number of different granting documents, means that despite best efforts of parties, latent defects may not be immediately discoverable.

As such, our actual interest in properties may accordingly vary from our records.

If a title defect does exist, it is possible that we may lose all or a portion of the properties to which the title defect relates, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

There may be valid challenges to title or legislative changes, which affect our title to the oil and natural gas properties that we control in Canada that could impair our activities and result in a reduction of the revenue we receive.

Additionally, title claims by Indigenous groups could, among other things, delay or prevent the exploration or development of our properties, which in turn could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our results of operations, financial condition and cash flows could be adversely affected by changes in currency regulations.

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In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for us.

In December 2021 and during 2022, the Bank of Central African States (“BEAC”), which is the central bank for the Central African Economic and Monetary Community (“CEMAC”), passed new regulations and instructions for the CEMAC FX regulations, which were introduced in 2018, that only apply to the extractive industry.

In December 2021 and during 2022, the Bank of Central African States (“BEAC”), which is the central bank for the CEMAC, passed new regulations and instructions for the CEMAC FX regulations, which were introduced in 2018, that only apply to the extractive industry.

The intent of the new regulations is to ensure the application of the FX regulations as of January 1, 2022, without impeding the operations of the extractive industry.

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dollar-denominated account transferred the funds to the Central Bank for CEMAC and later converted, at the request of BEAC, the funds in U.S.

dollars to franc CFA, the

currency of the CEMAC, of which Gabon is one of the six member states.

dollars to franc CFA, the currency of the CEMAC, of which Gabon is one of the six member states.

The Etame PSC provides that these payments must be denominated in U.S.

After continued discussions with CEMAC, they agreed to the return of the USD funds and on January 12, 2023, the abandonment funds were returned to the USD account of the Gabonese branch of the international commercial bank.

We were allowed to re-establish a USD denominated account and made whole for the original USD amount.

We were allowed to re-establish a USD denominated account and made whole for the

original USD amount.

Pursuant to Amendment No.

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Our results of operations, financial condition and cash flows could be adversely affected by changes to interest rates.

As of December 31, 2024, the amount available to be drawn under our Facility Agreement was $31.3 million, none of which had been drawn.

As of December 31, 2025, we had $190.0 million of aggregate facility commitments, $130.0 million of available borrowing capacity and $60.0 million of outstanding borrowings under the 2025 RBL Facility.

An increase in interest rates could result in a significant increase in the amount we pay to service any subsequently drawn, and any future other debt taken out by us, resulting in a reduced amount available to fund our exploration and development activities and, if applicable, the cash available for dividends.

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The occurrence of certain of these events may have a material adverse effect on our business, results of operations and financial condition.

If crude oil, natural gas or NGLs prices decline, we expect that the estimated quantities and present values of our reserves will be reduced, which may necessitate further write-downs.

If crude oil, natural gas or NGLs prices decline, we expect that the estimated quantities and present values of our reserves will be reduced, which may necessitate write-downs.

Any future write-downs or impairments could have a material adverse impact on our results of operations.

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These properties include exploration prospects as well as properties with proved reserves.

Our competitors may also use superior technology that we may be unable to afford or that would require costly investment in order to compete.

Our competitors may also use superior technology that we may be unable to afford or that would require costly investment in

order to compete.

There is also competition for contracting for drilling equipment and the hiring of experienced personnel.

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Furthermore, we cannot predict whether insurance will continue to be available to us at a reasonable cost or at all.

An increased societal and governmental focus on ESG and climate change issues may adversely impact our business, impact our access to investors and financing, and decrease demand for our product .

An increased expectation that companies address environmental (including climate change), social and governance (“ESG”) matters may have a myriad of impacts on our business.

Some investors and lenders are factoring these issues into investment and financing decisions.

They may rely upon companies that assign ratings to a company’s ESG performance.

Unfavorable ESG ratings, as well as recent activism around fossil fuels, may dissuade investors or lenders from engaging with us in favor of companies in other industries, which could negatively impact our share price or our access to capital.

Moreover, while we have and may continue to create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that

may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.

Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.

Approaches to climate change and the transition to a lower-carbon economy, including government regulation, company policies, and consumer behavior, are continuously evolving.

At this time, we cannot predict how such approaches may develop or otherwise reasonably or reliably estimate their impact on our financial condition, results of operations and ability to compete.

However, any long-term material adverse effect on the oil and gas industry may adversely affect our financial condition, results of operations and cash flows.

In Canada, opposition by Indigenous groups to the conduct of our operations, development or exploratory activities in any of the jurisdictions in which we conduct business may negatively impact us in terms of public perception, diversion of management’s time and resources, legal and other advisory expenses, and could adversely impact our progress and ability to explore and develop properties.

Some Indigenous groups have established or asserted Indigenous treaty and title rights to portions of Canada.

Although there are no Indigenous treaty or title rights claims on lands where we operate, no certainty exists that any lands currently unaffected by claims brought by Indigenous groups will remain unaffected by future claims.

Such claims, if successful, could have a material adverse impact on our operations and pace of growth.

Canadian federal and provincial governments have a duty to consult with Indigenous people when contemplating actions that may adversely affect asserted or proven Indigenous treaty or title rights and, in certain circumstances, accommodate their concerns.

The scope of the duty to consult by federal and provincial governments varies with the circumstances and is often the subject of litigation.

The fulfillment of the duty to consult Indigenous people and any associated duties of accommodation may adversely affect our ability, or increase the time required to obtain or renew, permits, leases, licenses and other approvals, or to meet the terms and conditions of those approvals.

Continued development of common law precedent regarding existing laws relating to Indigenous consultation and accommodation as well as the adoption of new laws are expected to continue to add uncertainty to the ability of entities operating in the Canadian oil and gas industry to execute on major resource development and infrastructure projects, including, among other projects, pipelines that could adversely impact our progress and ability to explore and develop properties in Canada.

For example, Canada is a signatory to the United Nations Declaration of the Rights of Indigenous Peoples (“UNDRIP”) and the principles set forth therein may continue to influence the role of Indigenous engagement in the development of the oil and gas industry in Western Canada.

In June 2021, the United Nations Declaration on the Rights of Indigenous Peoples Act (Canada) (“UNDRIP Act”) came into force in Canada.

The UNDRIP Act requires the Government of Canada to take all measures necessary to ensure the laws of Canada are consistent with the principles of UNDRIP and to implement an action plan to address UNDRIP’s objectives.

Adding further uncertainty, on June 29, 2021, the British Columbia Supreme Court issued a judgment in Yahey v British Columbia (the “Blueberry Decision”), in which it determined that the cumulative impacts of industrial development on the traditional territory of the Blueberry River First Nation (“BRFN”) in northeast British Columbia had breached BRFN’s treaty rights.

The Blueberry Decision may lead to similar claims of cumulative effects across Canada in other areas covered by treaties.

In February 2025, the European Commission adopted a package of proposals to simplify EU rules and boost competitiveness.

Among other things, the package proposes to apply the Corporate Sustainability Reporting Directive only to the largest companies (those with more than 1000 employees), focusing the sustainability reporting obligations on the companies which are more likely to have the biggest impacts on people and the environment.

Moreover, it seeks to ensure that reporting requirements on large companies do not burden smaller companies in their value chains.

An increased societal and governmental focus on ESG matters, including climate change issues, may adversely impact our business, hinder access to investors and financing, and decrease demand for our product.

Heightened expectations for companies to address ESG matters, including climate change, social license to operate, human rights, and governance, have a myriad of potential impacts on our business.

Investors, lenders, and other stakeholders are increasingly factoring these issues into investment, financing, and business decisions, often relying on ESG ratings from third-party agencies.

Unfavorable ESG ratings, coupled with growing activism around fossil fuels, could dissuade investors or lenders from engaging with us, potentially impacting our share price or access to capital across all of our operating jurisdictions (Gabon, Egypt, Cote d'Ivoire and Equatorial Guinea).

Furthermore, the European Commission, in February 2025, adopted proposals to focus the Corporate Sustainability Reporting Directive (CSRD) primarily on the largest companies (those with over 1000 employees), which, while potentially easing burdens on smaller entities, reinforces the global trend towards increased sustainability reporting requirements and scrutiny for significant market participants.

While we may issue voluntary disclosures regarding ESG matters, these are often based on hypothetical expectations and assumptions that may not fully represent current or future risks, due to the inherent uncertainties, long timelines, and evolving methodologies for identifying, measuring, and reporting on many ESG topics.

The approaches to climate change and the transition to a lower-carbon economy, including governmental regulations, corporate policies, and consumer behavior, are continuously evolving globally.

Our operating countries, including Gabon, Egypt, Cote d'Ivoire, and Equatorial Guinea, are signatories to the Paris Agreement and are developing or implementing various climate-related strategies, NDCs, and regulations, including those aimed at reducing flaring, capping emissions, and promoting energy efficiency.

We cannot reliably estimate the full impact of these evolving approaches on our financial condition, results of operations, and ability to compete.

Operational activities across our global footprint, including exploration and development, are increasingly subject to stringent social and environmental review.

Certain social license risks, involving community engagement, land access, and local content requirements, are pertinent in all our operating countries and can affect our ability to obtain or renew necessary permits and approvals.

Any long-term material adverse effect on the global oil and gas industry, whether driven by climate policies, social pressures, or other ESG factors, may adversely affect our financial condition, results of operations, and cash flows.

Such impacts could also arise from increased awareness and adverse publicity, restricting our access to capital or impacting the marketability of our crude oil, natural gas, and NGLs.

The physical impacts of climate change, such as changes in weather patterns, sea levels, and temperatures, also pose highly uncertain but potentially significant risks to our operations in specific geographic areas.

We cannot predict the full extent of how these multifaceted ESG and climate change considerations will ultimately affect us.

We face various risks associated with increased opposition to and activism against crude oil, natural gas and NGLs exploration and development activities.

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Numerous proposals have been made and are likely to be forthcoming on the international, national, regional, state and local levels to reduce the emissions of GHG emissions.

These efforts have included or may include cap-and-trade programs, carbon taxes, GHG emissions reporting obligations and other regulatory programs that limit or require control of GHG emissions from certain sources.

These efforts have included or may include cap-and-trade programs, carbon taxes, GHG emissions reporting

obligations and other regulatory programs that limit or require control of GHG emissions from certain sources.

These programs may limit our ability to produce crude oil, natural gas and NGLs, limit our ability to explore in new areas, or may make it more expensive to produce.

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Additionally, in March 2024, the SEC adopted final rules intended to enhance and standardize climate-related disclosures by public companies and in public offerings.

these rules are stayed pending the outcome of consolidated legal challenges in the Eighth Circuit Court of Appeals.

Immediately after the SEC’s release of the final rules, several lawsuits were filed to challenge their legality, and the rules were stayed pending judicial review.

On March 27, 2025, the SEC ended its defense of the final rules on climate-related disclosures, effectively withdrawing its support for the regulation;

however, the rules remain on hold pending such legal challenges, which are currently held in abeyance by the Eighth Circuit Court of Appeals until such time as the SEC determines whether the rules will be rescinded, repealed, modified or defended in litigation.

Compliance with applicable environmental laws and other government regulations could be costly and could negatively impact production.

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In addition, we could be liable for environmental damages caused by, among others, previous property owners or operators of properties that we purchase or lease.

Some environmental laws provide for joint and several strict liability for remediation of releases of hazardous substances, rendering a person liable for environmental damage without regard to negligence or fault on the part of such person.

Some environmental laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage without regard to negligence or fault on the part of such person.

As a result, we may incur substantial liabilities to third parties or governmental entities and may be required to incur substantial remediation costs.

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These laws and other governmental regulations, which cover matters including drilling operations, taxation and environmental protection, may be changed from time to time in response to economic or political conditions and could have a significant impact on our operating costs, as well as the crude oil, natural gas and NGLs industry in general.

compliance mechanisms and monitoring programs that we have adopted and implemented may not adequately prevent or detect possible violations of such applicable laws.

The compliance mechanisms and monitoring programs that we have adopted and implemented may not adequately prevent or detect possible violations of such applicable laws.

Our failure to comply with any such legislation could result in severe criminal or civil sanctions and may subject us to other liabilities, including fines, prosecution and reputational damage, all of which could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

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In addition, our ability to comply with the 2025 Facility Agreement's covenants could be affected by events beyond our control and we cannot assure you that we will satisfy those requirements.

A prolonged period of oil and gas prices at declined levels could further increase the risk of our inability to comply with covenants to maintain specified financial ratios.

A prolonged period of oil and gas prices at depressed levels could further increase the risk of our inability to comply with covenants to maintain specified financial ratios.

A breach of any of these provisions could result in a default under the 2025 Facility, which could allow all amounts outstanding thereunder to be declared immediately due and payable.

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We may also be prevented from taking advantage of business opportunities that arise if we fail to meet certain ratios or because of the limitations imposed on us by the covenants under the 2025 Facility.

The borrowing base under the 2025 Facility may be reduced pursuant to the terms of the 2025 Facility Agreement, which may limit our available funding for exploration and development.

The borrowing base under the 2025 RBL Facility may be reduced pursuant to the terms of the 2025 Facility Agreement, which may limit our available funding for exploration and development.

We may have difficulty obtaining additional credit, which could adversely affect our operations and financial position.

In the future we may depend on the 2025 Facility for a portion of our capital needs.

The 2025 Facility has aggregate commitments of $190 million and an initial borrowing base of $182 million.

Subject to certain conditions, we may request, at any time prior to the date falling 30 months after the date of the 2025 Facility Agreement to increase the total commitments available under the 2025 Facility by an aggregate principal amount not to exceed $110 million.

In the future we may depend on the 2025 RBL Facility for a portion of our capital needs.

The 2025 RBL Facility had initial aggregate commitments of $190 million and an initial borrowing base of $182 million.

Subject to certain conditions, we may request, at any time prior to the date falling 30 months after the date of the 2025 Facility Agreement to increase the total commitments available under the 2025 RBL Facility to an aggregate principal amount not to exceed $300 million.

In addition, subject to certain conditions precedent, certain existing Lenders under the 2025 RBL Facility agreed to increase their initial commitment effective January 23, 2026 (the “Effective Increase Date”) so that the aggregate borrowing base

under the 2025 RBL Facility as of the Effective Increase Date increased from $190.0 million to $255.0 million.

The increase in commitments was undertaken with the existing accordion feature included in the 2025 RBL Facility.

The total amount of loans which may be drawn under the 2025 Facility is limited to the lower of the amount of the aggregate commitments and the Borrowing Base Amount at the relevant time.

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.

In the future, we may not be able to access adequate funding under the 2025 Facility as a result of (i) a decrease in our borrowing base due to the outcome of a subsequent borrowing base redetermination, or (ii) an unwillingness or inability on the part of the lenders to meet their funding obligations.

As a result, we may be unable to obtain adequate funding under the 2025 Facility.

In the future, we may not be able to access adequate funding under the 2025 RBL Facility as a result of (i) a decrease in our borrowing base due to the outcome of a subsequent borrowing base redetermination, or (ii) an unwillingness or inability on the part of the lenders to meet their funding obligations.

As a result, we may be unable to obtain adequate funding under the 2025 RBL Facility.

If funding is not available when needed, or is available only on unfavorable terms, it could adversely affect our development plans as currently anticipated, which could have a material adverse effect on our production, revenues and results of operations.

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however, no assurance can be given that we will be able to pay dividends to our stockholders in the future at indicated levels or at all.

On February 14, 2023, we announced that our Board of Directors adopted a quarterly cash dividend policy of an expected $0.0625 per share of common stock commencing in the first quarter of 2023.

Our Board of Directors adopted a quarterly cash dividend policy of an expected $0.0625 per share of common stock commencing in the first quarter of 2023.

To the extent we have adequate cash on hand and cash flows from operations, we will consider continuing to pay dividends on our common stock in the future.

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We also issue shares of our common stock to our executive officers, employees and independent directors as part of their compensation.

This may have the effect of diluting the

interests of existing stockholders.

This may have the effect of diluting the interests of existing stockholders.

Additionally, to the extent that pre-emptive rights are granted, stockholders in certain jurisdictions may experience difficulties in exercising or the inability to exercise their pre-emptive rights.

The choice of forum provisions in our Third Amended and Restated Bylaws (the “ Bylaws ” ) could limit our stockholders ’ ability to obtain a favorable judicial forum for disputes.

Our Bylaws provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, stockholder or other agent of the Company to the Company or the stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of the General Corporation Law of Delaware (the “DGCL”) or any provision of our Restated Certificate of Incorporation, as amended (the “Charter”), or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Charter or the Bylaws.

of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Charter or the Bylaws.

Nonetheless, pursuant to our Bylaws, the foregoing provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

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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 1A. Risk Factors