FULLTEXT DEL 2 AV 2
Kvartalsrapport Q1 2026
Report to Shareholders | March 31, 2026 PAGE 43 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED seek final resolution of the formal redetermination of the Agbami tract participation in respect of the period after December 27, 2024, however there is no certainty that such ongoing discussions will result in a final resolution. Under the amended joint sale agreement between (among others) BTG Holding and the seller dated October 31, 2018, the seller could potentially claim that, given an additional payment has been received under the securitization agreement, this triggers a payment obligation of $54.6 million, exclusive of interest, capital taxes and certain deductions, contingent upon various criteria, with the outcome of this potential claim uncertain. Management considers the likelihood of any interest being payable to be unlikely. The Company has recorded an indemnity asset of $21.6 million under the deed of indemnity entered into between a subsidiary of the Company and BTG Oil & Gas on February 19, 2025, for any costs suffered or incurred above $33.0 million post completion of the amalgamation, with the deed of indemnity backed by a $22.0 million letter of credit granted in favour a subsidiary of the Company. The letter of credit will remain in place for an initial period of two years and if a claim is not resolved in two years or is made after the two year period BTG Oil & Gas has undertaken to extend or reinstate the letter of credit. 22. Trade and other payables: March 31, 2026 December 31, 2025 Short-term payables with partners 75.1 97.9 Crude oil overlift payable 13.8 26.1 Accruals 24.2 24.0 Other payables 2.7 2.8 Total trade and other payables 115.8 150.8 The short-term payables with partners mainly relate to the Group’s share in the payables of its joint operations in Nigeria. The Group’s excess of crude oil purchased during the year over its entitlement share of production, is recognized as a crude oil overlift payable balance with a corresponding charge to movements on overlift/underlift balances. An overlift liability is the obligation to deliver oil out of the Group’s equity share of future production. 23. Dividends On February 24, 2026, the Company declared the first 2026 quarterly dividend of approximately $25.1 million or $0.0371 per share with payments made to shareholders during April 2026. 24. Commitments and contingencies: A. Contingent consideration: For information on the contingent consideration in relation to the historical acquisition of Meren Coop, refer to Note 21B. B. Withdrawal from Kenya: On May 23, 2023, the Kenya entities along with TotalEnergies submitted withdrawal notices to the remaining joint venture party on Blocks 10BB, 13T and 10BA in Kenya, to unconditionally and irrevocably, withdraw from the entirety of the JOAs and PSCs for these concessions. The Company concurrently submitted notices to Ministry of Energy and Petroleum, requesting the government’s consent to transfer all of its rights and future obligations under the PSCs to its remaining joint venture party. Government consent to the transfer was received on September 18, 2025, and the Company subsequently transferred all of its rights and future obligation of Blocks 10BB, 13T and 10BA to its remaining joint venture party with effect on and from June 30, 2023. In accordance with the JOA and PSC the Company retains economic participation for activities prior to June 30, 2023, which might result in additional costs for the Company. The Company continues to monitor the claim made against the operator by local communities in relation to past operations which may relate to the period prior to June 30, 2023. No provision has been recognized for this as at March 31, 2026. C. Securities and guarantees Under the conditions of the RBL facility, the main security package is comprised of security over the shares, production assets, contracts and rights of the Nigerian entities Meren 52 and Meren 234, cash and cash equivalents in the amount of $116.6 million as per March 31, 2026, that are held within the project accounts in Nigeria and The Netherlands, proceeds from the oil cargos sold and proceeds from the intercompany receivables between the Company and the Nigerian entities. Further, any and all claims relating to, and all returns of premium in respect of, all relevant insurance policies have been secured. ===== SIDA 50 ===== Report to Shareholders | March 31, 2026 PAGE 44 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED D. Commitments from forward sales The Group uses a mix of financial derivatives and physical forward sales contracts to manage its commodity price risk and ensure stability in cash flows. Its strategy is to hedge between 70-100% of its post-tax net entitlement production for the next 12-months. The average cargo lifted is for 1 million barrels of oil. As at March 31, 2026, one cargo of the Group’s expected lifted entitlement production for Q2 2026 is covered by a forward contract. The forward contract price trigger for this cargo has been activated at $59.6 per barrel. 25. Segment information: The Group operates within several geographical areas. All revenue and therefore gross profit as reported by the Company is currently derived from operations in Nigeria. For segment information about oil and gas properties and intangible exploration assets, see note 12 and 13. 26. Related party transactions: There are no material related party transactions to report for the three months ended March 31, 2026. 27. Financial risk management: The Company’s activities expose it to a variety of financial risks that arise as a result of its operating, exploration, appraisal and financing activities such as: ● credit risk; ● liquidity risk; and ● market risk. This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital. Further quantitative disclosures are included throughout these interim condensed consolidated financial statements. A. Credit risk: Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations. The majority of the Company’s credit exposure relates to amounts due from the Company’s joint ventures and amounts receivable from the sale of crude oil. Approximately 90% of the Company’s crude oil is sold to customers rated A+/Aa2 by S&P/Moody’s. All other oil sales are made to companies that are either investment grade, are a subsidiary of an investment grade entity, or have its payment obligations supported by a letter of credit or guarantee issued by an investment grade entity. The risk of the Company’s joint venture parties defaulting on their obligations per their respective joint operating and farmout agreements is mitigated as there are contractual provisions allowing the Company to default joint venture parties who are non-performing and reacquire any previous farmed out working interests. The maximum exposure for the Company is equal to the sum of its cash and accounts receivable. As at March 31, 2026, the Company held $48.3 million (as at December 31, 2025 - $15.9 million) of cash in financial institutions outside of Canada, the Netherlands and the UK. The Company held no cash (as at December 31, 2025 – no cash) in short-term deposits in countries outside of Canada, the Netherlands and the UK with lending banks with stable credit ratings. B. Liquidity risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Liquidity describes a company’s ability to access cash. Companies operating in the upstream oil and gas industry, during the exploration and development phase, require sufficient cash in order to fulfill their work commitments in accordance with contractual obligations, deliver stated shareholder returns, and to be able to potentially acquire strategic oil and gas assets. The Company will potentially issue equity and debt and enter into farmout agreements with joint venture parties to ensure the Company has sufficient available funds to meet current and foreseeable financial requirements. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support these financial obligations and the Company’s capital programs. At March 31, 2026, the Company had $161.6 million of cash and cash equivalents and $204.2 million of the RBL available which provides the liquidity to fund operations and allows for increased liquidity if required for operations and acquisitions. The RBL matures on March 27, 2032, but amortizes each quarter as per the lower of commitments and the BBA. The Company will also adjust the pace of its exploration and appraisal activities and any M&A activity to manage its liquidity position. The existing cash balance, the undrawn amounts under both facilities and cash flow from operations, are sufficient to fund the Company’s obligations as they become due. In relation to the amounts drawn under the RBL as at March 31, 2026, the Company has no liabilities that mature on March 31, 2027, based on the currently approved BBA profile, subject to the results of the next redetermination. An amount of $67.7 million will mature between one year and two years, with the remaining balance of $302.3 million due between two and six years. ===== SIDA 51 ===== Report to Shareholders | March 31, 2026 PAGE 45 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED C. Market risk: Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and share prices, will affect the Company’s income or the value of the financial instruments. i. Foreign currency exchange rate risk: The Company is exposed to changes in foreign exchange rates as expenses in international subsidiaries, oil and gas expenditures, or financial instruments may fluctuate due to changes in rates. The Company’s exposure to foreign currency exchange risk is mitigated by the fact that the Company sources the majority of its capital projects and expenditures in US dollars. The Company has not entered into any instruments to manage foreign exchange risk. ii. Interest rate risk: The RBL has a variable interest rate, that is referenced to Secured Overnight Financing Rate (“SOFR”) and exposes the Company to interest rate risk when drawn. Management considers the Group’s exposure to interest rate risk to be related to the RBL principal amount of $370.0 million. As such, the Group has substantial floating-rate borrowings which are partially offset by cash held at variable rates. Therefore, a change in interest rates at the reporting date is likely to affect profit and loss of the Group. The Group’s financing agreements make reference to SOFR. Also refer to note 20 to these interim condensed consolidated financial statements. iii. Commodity price risk: The Company has a direct interest in three producing fields within PMLs 2, 3 and 52, all with significant levels of production. Its strategy is to hedge between 70-100% of its post-tax net entitlement production for the next 12-months. Physical sales are with counterparties including oil supermajors. The counterparties are part of groups with investment grade credit ratings. Of the cargoes expected for the year ended December 31, 2026, 1 cargo in Q2 2026 has the trigger price mechanism activated at a price of $59.6/bbl. As at March 31, 2026, the Company holds derivatives, as outlined in the table below, that are designated as a financial liability at fair value through profit or loss. As such, any gains or losses arising from changes in the fair value of these derivative are taken directly to profit or loss. The Asian Dated Brent Zero Cost Collar with the term relating to Q1 2026 was settled in cash in early April. Term bbl Sold put $/bbl Bought put $/bbl Sold call $/bbl Sold swap $/bbl FV at March 31, 2026/ $’m Asian Dated Brent Zero Cost Collar January 1, 2026, to March 31, 2026 300,000 - 60.0 67.15 - (3.7) Asian Dated Brent Swap July 1, 2026, to September 30, 2026 600,000 - - - 63.58 (13.4) Asian Dated Brent three- way put spread October 1. 2026 to December 31, 2026 450,000 45.00 60.00 65.78 - (7.5) Asian Dated Brent Swap July 1, 2026, to December 31, 2026 300,000 - - - 64.69 (5.3) Asian Dated Brent deferred premium collar July 1, 2026, to December 31, 2026 300,000 - 60.0 74.0 - (5.1) Asian Dated Brent deferred premium collar January 1, 2027, to March 31, 2027 150,000 - 72.5 94.9 - - Total (35.0) 28. Subsequent events: On May 12, 2026, the Company’s Board declared the second quarterly dividend in 2026 of approximately $25.1 million ($0.0371 per share) payable in June 2026 to shareholders of record at the close of business on May 21, 2026. ===== SIDA 52 ===== mereninc.com