FULLTEXT DEL 2 AV 2
Kvartalsrapport Q2 2025
Report to Shareholders | June 30, 2025
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Supplementary information: Meren Coop’s Statement of Cash Flows
Period ended Three months ended Six months ended
March 19,
2025
June 30,
2024 (1)
June 30,
2024 (1)
Cash flows generated by/ (used in)
Profit before tax 39.7 66.6 130.8
Adjustments for:
Depletion costs 71.3 94.3 191.0
Net financial items 18.9 21.8 49.8
Taxes (47.7) (45.4) (80.2)
Other (1.0) 0.8 (1.1)
Cash generated from operating activities before working capital 81.2 138.1 290.3
Changes in working capital (8.2) 14.6 25.8
Net cash generated from operating activities 73.0 152.7 316.1
Expenditures on oil and gas properties (22.6) (48.6) (79.7)
Interest income received 2.2 1.1 3.1
Net cash used in investing activities (20.4) (47.5) (76.6)
Distributions paid to shareholders (120.0) (50.0) (50.0)
Interest expense paid (10.8) (18.3) (36.2)
Net cash used in financing activities (130.8) (68.3) (86.2)
Foreign exchange variation on cash and cash equivalents - - -
Total cash flow (78.2) 36.9 153.3
Cash and cash equivalents, beginning of the period 399.5 268.6 152.2
Cash and cash equivalents, end of the period 321.3 305.5 305.5
(1) Certain comparative figures have been reclassified to conform with the presentation of the Company’s Interim Condensed Consolidated Statement
of Cash Flows following completion of the amalgamation.
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
8. Equity investments in associates:
The Company holds the following equity investments in associates:
Africa Energy
Corp.
Eco (Atlantic) Oil
and Gas Ltd
Impact Oil
and Gas Ltd Total
Shares held at June 30, 2025 55,396,483 - 449,464,396
Ownership at June 30, 2025 11.6% - 39.5%
At January 1, 2024 24.8 7.6 102.3 134.7
Share of loss from equity investments (42.1) (0.6) (16.1) (58.8)
Reversal of impairment of equity investments 20.1 - - 20.1
Additional investments - - 88.6 88.6
Reclassification to Investment held for sale - (7.0) - (7.0)
At December 31, 2024 2.8 - 174.8 177.6
Share of loss from equity investments (0.4) - (1.6) (2.0)
Loss on dilution of equity investments (0.9) - - (0.9)
Distribution received - - (31.6) (31.6)
At June 30, 2025 1.5 - 141.6 143.1
In the six months ended June 30, 2025, the Company recognized a loss of $2.9 million (six months ended June 30, 2024 – loss of $22.0 million).
The Company also recognized a gain of $0.9 million in the six months ended June 30, 2025, on the shares in Eco (Atlantic) Oil and Gas Ltd
classified as Investment held for sale, resulting in a total loss from investments in associates of $2.0 million in the six months ended June 30,
2025.
As at June 30, 2025, the Company determined that there were no indicators of impairment for its investments in Africa Energy Corp. or Impact
Oil and Gas Ltd.
A. Africa Energy Corp. (“Africa Energy”):
Africa Energy is an oil and gas exploration company with an interest in South Africa.
As at June 30, 2025, the market value of the Company’s investment in Africa Energy was $6.0 million based on the share price of CAD 0.15 (as
at December 31, 2024 - $5.8 million). The carrying value is less than the market value from significant impairments recognized by Africa Energy.
On March 31, 2025, Africa Energy announced the closing of a private placement of common shares, including the issue of common shares for
debt. Meren did not participate in this private placement and as a result its shareholding in Africa Energy has been reduced from 19.67% as at
December 31, 2024, to 11.6% as at June 30, 2025.
B. Eco (Atlantic) Oil and Gas Ltd. (“Eco”):
On July 26, 2024, the Company signed an agreement with Eco to acquire an additional 1.0% interest in Block 3B/4B from Azinam Limited, Eco’s
wholly owned subsidiary, in exchange for all common shares and warrants over common shares held by the Company in Eco. Following the
announcement of this transaction, the investment in Eco was reclassified to an investment held for sale (see note 10). On January 13, 2025,
the Company announced the completion of this transaction.
C. Impact Oil and Gas Ltd (“Impact”):
Impact is an oil and gas exploration company with interests in Namibia and South Africa.
On January 10, 2024, the Company announced a strategic farmout agreement between its investee company Impact, and TotalEnergies, that
allows the Company to continue its participation in the Venus oil development project and the follow-on exploration and appraisal campaign on
Blocks 2913B and 2912 with no upfront costs. At the date hereof, Impact has a 9.5% interest in Blocks 2912 and 2913B that is fully carried
for all joint venture costs, with no cap, through to first commercial production. This agreement provides Impact with a full interest-free carry
loan over all of Impact’s remaining development, appraisal and exploration costs on the Blocks from January 1, 2024 (“Effective Date”), until the
date on which Impact receives the first sales proceeds from oil production on the Blocks (“First Oil Date”). On and from the First Oil Date, the
carry is repayable to TotalEnergies in kind from 60% of Impact’s after-tax cash flow, net of all joint venture costs, including capital expenditures.
During the repayment of the carry, Impact will pool its entitlement barrels with those of TotalEnergies for more regular off-takes and a more
stable cashflow profile and will also benefit from TotalEnergies’ marketing and sales capabilities.
On January 29, 2025, Impact distributed $31.6 million net to the Company’s shareholding.
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
9. Inventories:
Inventories relate to well supplies and operational spare parts to be used in the oil production process in Nigeria.
10. Investment held for sale:
On July 26, 2024, the Company signed an agreement with Eco to acquire an additional 1.0% interest in Block 3B/4B from Azinam Limited, Eco’s
wholly owned subsidiary, in exchange for all common shares and warrants over common shares held by the Company in Eco. Following the
announcement of this transaction, the investment in Eco was reclassified to an investment held for sale. On January 13, 2025, the Company
announced the completion of this transaction with the result that the Company is no longer a shareholder in Eco.
11. Trade and other receivables:
June 30,
2025
December 31,
2024
Trade receivables 69.0 -
Underlift position 110.8 -
Short-term receivables with partners 25.0 -
Prepaid expenses and accrued income 1.5 2.4
Other receivables 25.5 1.6
Total accounts receivable and prepaid expenses 231.8 4.0
Other receivables include an indemnity asset of $21.6 million recognized under the deed of indemnity entered into between the Company and
BTG Oil & Gas (see note 14).
12. Cash and cash equivalents:
Cash and cash equivalents include short-term deposits made for varying periods of between one day and three months, depending on the
immediate cash requirements of the Group, and earn interest at varying rates.
13. Share capital:
A. The Company is authorized to issue an unlimited number of common shares with no par value.
B. Issued:
June 30,
2025
December 31,
2024
Shares Amount Shares Amount
Balance, beginning of the period 439,078,170 1,195.8 463,831,871 1,265.3
Share issuance to BTG Oil & Gas under amalgamation
Agreement 239,828,655 353.2 - -
Exercise of Share Options - - 647,000 0.5
Settlement of Restricted Share Units 836,323 1.1 271,063 0.5
Settlement of Performance Share Units 1,945,470 2.5 577,968 1.1
Cancellation of shares repurchased (6,176,053) (16.8) (26,249,732) (71.6)
Balance, end of the period 675,512,565 1,535.8 439,078,170 1,195.8
The Company launched a share buyback program on December 6, 2023, that ended on December 5, 2024. During the year ended December 31,
2024, a total of 24.0 million Meren common shares were repurchased and cancelled under this share buyback program. The Company launched
a new share buyback program on December 6, 2024, under which 2.5 million Meren common shares were repurchased during the year ended
December 31, 2024, of which 2.2 million Meren common shares were cancelled during the year ended December 31, 2024. In the three and
six months ended March 31, 2025, a total of 5.9 million Meren common shares were repurchased and 6.2 million Meren common shares were
cancelled during the three and six months ended March 31, 2025.
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The balance of share capital has been reduced by determining the average per-share amounts in the share capital account, before cancellation
of shares repurchased, and applying this to the numbers of shares cancelled. The difference between the reduction in share capital and the
amount paid for shares repurchased has been added to the balance of contributed surplus.
In the three months ended March 31, 2025, the Board of Directors approved a dividend of $0.0371 per share which was declared in March 2025
and paid in April 2025 for a total amount of approximately $25.0 million.
In the three months ended June 30, 2025, the Board of Directors approved a dividend of $0.0371 per share which was declared in May 2025
and paid in June 2025 for a total amount of approximately $25.1 million.
14. Provisions:
Site
restoration
Contingent
consideration
Share-based
compensation Others Total
At 1 January 2024 5.5 37.8 14.1 - 57.4
Charges - - 1.5 - 1.5
Unwinding of discount 0.2 2.6 - - 2.8
Settlements - - (8.3) - (8.3)
At December 31, 2024 5.7 40.4 7.3 - 53.4
Acquired under amalgamation 129.4 54.6 - 2.8 186.8
Changes in estimates 122.9 - - - 122.9
Charges 3.3 - 3.5 0.2 7.0
Unwinding of discount - 1.3 - - 1.3
Settlements - - (8.2) - (8.2)
At June 30, 2025 261.3 96.3 2.6 3.0 363.2
Non-current 5.7 40.4 3.1 - 49.2
Current - - 4.2 - 4.2
At December 31, 2024 5.7 40.4 7.3 - 53.4
Non-current 261.3 - 1.8 3.0 266.1
Current - 96.3 0.8 - 97.1
At June 30, 2025 261.3 96.3 2.6 3.0 363.2
A. Site restoration
The provision for site restoration amounted to $261.3 million as per June 30, 2025 (as at December 31, 2024 - $5.7 million). The fair value
of the provision for site restoration mainly relates to Nigeria and was based on the estimated future cash flows to decommission the oil and
gas properties at the end of their useful life. The discount rate used to determine the net present value of the decommissioning obligation
was between 4.2% and 4.6% (as at December 31, 2024 – 3.5%) based on a risk-free rate with a similar maturity to that of the timing of the
expected cash flows and a long-term inflation rate of 2.2% (as at December 31, 2024 – 2%).
The site restoration provisions acquired under the amalgamation represents the present value of decommissioning costs relating to the acquired
oil and gas properties, which are expected to be incurred up to the economic cut-off dates of the Agbami, Akpo and Egina fields. These provisions
have been calculated based on the cash flow estimates as provided by the operators of the fields. The fair value of the site restoration
provisions acquired on amalgamation totalling $129.4 million have been calculated using a credit-adjusted discount rate in accordance with IFRS
3, which has subsequently been re-measured using a risk-free rate in accordance with IAS 37 resulting in a change in estimate of $122.9 million.
B. Contingent consideration
Under the Meren Coop Sale and Purchase Agreement completed on January 14, 2020, a deferred payment of $118.0 million, subject to
adjustment, may be due to the seller contingent upon the timing of the final PML 52 tract participation in the Agbami field. The signing
of the Securitization Agreement by Meren Coop in 2021 led to the Company reassessing its view of the likelihood of making a contingent
consideration payment to the seller. The signing of the Securitization Agreement by Meren Coop does not constitute a redetermination of the
tract participation and therefore does not trigger the payment of a contingent consideration under the Sale and Purchase Agreement but, at
the Company’s discretion, could trigger discussions with the seller. The outcome of this process is uncertain. In 2021, the Company recorded
$32.0 million as contingent consideration and increased this to $40.4 million as at December 31, 2024, and to $41.7 million in the six months
ended June 30, 2025. The deferred payment is expected to be due in the three months ended March 31, 2026, and has therefore been
presented as a short term provision as per June 30, 2025.
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
On June 25, 2021, Meren Nigeria 52 Limited (previously named Prime 127 Nigeria Limited) (“Meren 52”), a subsidiary of Meren Coop, signed a
securitization agreement with two of the unit parties, Equinor and Chevron (the “Securitization Agreement”), whereby Equinor agreed to pay
a security deposit to the two other JV parties to secure future payments due under that Securitization Agreement, pending a comprehensive
resolution being reached among all unit parties in respect of the tract participation in the Agbami field by December 27, 2024. In accordance
with the Securitization Agreement, on June 29, 2021, Meren 52 received from Equinor its portion of the security deposit in the form of a cash
payment of $305.3 million. Meren 52 received an additional payment of $24.4 million on January 31, 2025, pursuant to the Securitization
Agreement. Given no comprehensive resolution was reached by December 27, 2024, Meren 52 has recognized its portion of the security deposit
and the additional receivable under the Securitization Agreement as other operating income on December 27, 2024. The parties will continue
discussions to 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 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.
15. Financial liabilities:
Reserves Based
Lending Facility Lease Liability Total
At 1 January 2024 - - -
Initial recognition of IFRS 16 lease liability - 3.7 3.7
Repayments - (0.4) (0.4)
At December 31, 2024 - 3.3 3.3
Acquired under amalgamation 750.0 - 750.0
Repayments (210.0) (0.1) (210.1)
At June 30, 2025 540.0 3.2 543.2
Non-current - 2.6 2.6
Current - 0.7 0.7
At December 31, 2024 - 3.3 3.3
Non-current 376.1 2.5 378.6
Current 163.9 0.7 164.6
At June 30, 2025 540.0 3.2 543.2
A. Reserves Based Lending Facility
On amalgamation the Company acquired a Reserves Based Lending Facility (“RBL”). The total amount that can be drawn under the RBL is limited
to the Borrowing Base Amount (“BBA”), which is subject to redeterminations on March 31 and September 30 of each year, limited by aggregate
commitments. As of June 30, 2025, the BBA was $634.0 million, which will amortize as the RBL moves towards final maturity.
The principal bears interest at Term SOFR + 4.00% until June 2025, then Term SOFR + 4.25% until June 2027, then Term SOFR + 4.50% until
final maturity on January 1, 2029. In addition, commitment fees of 40% of the margin are payable on the undrawn but available portion of the
RBL, and commitment fees of 20% of the margin are payable on the unavailable portion of the RBL.
The RBL perimeter remains at the Meren Coop level - Meren Coop is the borrower, and Meren 52 Nigeria Limited and Meren 234 Nigeria Limited
(previously named Prime 130 Nigeria Limited) (“Meren 234”) are the guarantors. 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. In addition, RBL lenders have security over
cash and cash equivalents held in project accounts, receivables against cargos sold and all relevant insurance policies of the three entities.
All financial and liquidity covenants covered by the RBL are restricted to these three entities. The Meren Coop entities shall ensure that total net
debt to adjusted EBITDAX on each quarter is no greater than 3.0:1, that the historic debt service cover ratio for the preceding year is greater
than 1.20:1, and that on each quarter of each year during each of the four successive quarters there are or will be sufficient funds available to
the group to meet all relevant expenditure to be incurred in each of these four successive quarters as they fall due. The Company has been in
compliance with the covenants in the three and six months ended June 30, 2025.
In case the BBA would reduce to an amount below the outstanding RBL balance, the Company would be required to repay the difference
immediately.
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
B. Corporate Facility
On May 22, 2025, the Company cancelled its $65.0 million Corporate Facility.
16. Trade and other payables:
June 30,
2025
December 31,
2024
Short-term payables with partners 121.3 -
Crude oil overlift payable 24.1 -
Accruals 18.3 7.7
Other payables 2.3 2.0
Total trade and other payables 166.0 9.7
17. Commitments and contingencies:
A. Investment in Meren Coop:
Under the Meren Coop Sale and Purchase Agreement completed on January 14, 2020, a deferred payment of $118.0 million, subject to
adjustment, may be due to the seller contingent upon the timing of the final PML 52 tract participation in the Agbami field. The signing
of the Securitization Agreement by Meren Coop in 2021 led to the Company reassessing its view of the likelihood of making a contingent
consideration payment to the seller. The signing of the Securitization Agreement by Meren Coop does not constitute a redetermination of the
tract participation and therefore does not trigger the payment of a contingent consideration under the Sale and Purchase Agreement but, at
the Company’s discretion, could trigger discussions with the seller. The outcome of this process is uncertain. In 2021, the Company recorded
$32.0 million as contingent consideration and increased this to $40.4 million as at December 31, 2024, and to $41.7 million in the six months
ended June 30, 2025.
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 remained outstanding as at June
30, 2025. 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 June 30, 2025.
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 $208.0 million as per June 30, 2025, 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.
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 approximately 50-70% of its next 12-months’ scheduled cargos. As at June 30, 2025, three cargos of the
Group’s expected lifted entitlement production for the remainder of 2025 are covered by forward contracts. The average cargo lifted is for 1
million barrels of oil. The Group’s triggers for the three cargos covered by forward contracts have been triggered in April 2025 at an average
of $64.6 per barrel.
18. 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 5 and 6.
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
19. Revenue
Revenue for the three and six months ended June 30, 2025, and June 30, 2024, is comprised of the following:
Three months ended Six months ended
June 30,
2025
June 30,
2024
June 30,
2025
June 30,
2024
Oil revenue 64.4 - 140.1 -
Gas revenue 4.9 - 5.6 -
Total revenue 69.3 - 145.7 -
20. Production costs
Production costs for the three and six months ended June 30, 2025, and June 30, 2024, is comprised of the following:
Three months ended Six months ended
June 30,
2025
June 30,
2024
June 30,
2025
June 30,
2024
Cost of operations 36.9 - 44.3 -
Movements on overlift/underlift balances (96.3) - (54.4) -
Royalties 10.0 - 11.5 -
Others 3.4 - 3.8 -
Total production costs (46.0) - 5.2 -
21. Finance income
Three months ended Six months ended
June 30,
2025
June 30,
2024
June 30,
2025
June 30,
2024
Interest income on cash and cash equivalents 1.3 2.3 2.2 4.9
Interest income from associated companies - 0.1 0.2 0.2
Total finance income 1.3 2.4 2.4 5.1
22. Finance expense
Three months ended Six months ended
June 30,
2025
June 30,
2024
June 30,
2025
June 30,
2024
Interest expense on RBL 11.8 - 13.4 -
Commitment fees 1.2 1.1 1.8 2.2
Unwinding of site restoration provision 2.8 0.1 3.3 0.2
Others 1.7 0.1 1.8 0.2
Total finance expense 17.5 1.3 20.3 2.6
23. Income tax
Three months ended Six months ended
June 30,
2025
June 30,
2024
June 30,
2025
June 30,
2024
Current tax expense 8.4 - 24.4 -
Deferred tax income 9.0 - (3.2) -
Total income tax 17.4 - 21.2 -
The current tax expense includes corporate income tax, an Education Tax which is imposed on every Nigerian company at a rate of 3.0% of the
assessable profit, a Naseni (“National Agency for Science and Engineering Infrastructure’) Levy that is imposed in Nigeria based on 0.25% of
profits before tax and a Police Fund Levy, based on 0.005% of net profit.
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
24. Net income per share:
For the three months ended June 30, 2025 June 30, 2024
Weighted Average Weighted Average
Net income
Number of
shares
Per share
amounts Net income
Number
of shares
Per share
amounts
Basic income per share
Net income attributable to common
shareholders 3.1 675,012,308 0.00 0.4 451,231,364 0.00
Effect of dilutive securities - 7,026,848 - - 13,659,063 -
Dilutive income per share 3.1 682,039,156 0.00 0.4 464,890.427 0.00
For the six months ended June 30, 2025 June 30, 2024
Weighted Average Weighted Average
Net income
Number of
shares
Per share
amounts Net income
Number
of shares
Per share
amounts
Basic income per share
Net income attributable to common
shareholders 54.0 572,481,427 0.09 3.9 456,068,324 0.01
Effect of dilutive securities - 7,039,396 - - 13,646,938 -
Dilutive income per share 54.0 579,520,823 0.09 3.9 469,715,262 0.01
In the three and six months ended June 30, 2025, the Company used an average market price of CAD $1.82 and CAD $1.89 per share (three
and six months ended June 30, 2024 – CAD $2.45 and CAD $2.39 per share) to calculate the dilutive effect of share purchase options. Dilutive
securities include share purchase options, RSUs and PSUs as the inclusion of these reduces the net income per share. In the three and six
months ended June 30, 2025, 309,777 options and 297,229 options, respectively, were anti-dilutive and were not included in the calculation
of dilutive income per share (three and six months ended June 30, 2024, 474,918 and 487,042 options were anti-dilutive). PSU’s are awarded
a performance multiple ranging from nil to 200% which leads to an increase in the dilutive and anti-dilutive potential of these instruments.
25. Related party transactions:
A. Transactions with Africa Energy:
On December 19, 2022, Africa Energy announced that it had secured a $5.0 million promissory note of which $2.0 million was provided by the
Company and the remaining by other parties. On November 7, 2023, the promissory note provided by the Company and other parties to Africa
Energy was increased by $3.3 million with $1.5 million of the increase provided by the Company by the end of the year ended December 31,
2024. No funds were provided during 2025, and $0.2 million and $0.5 million was provided in the three and six months ended June 30, 2024.
The note was unsecured and matured on March 31, 2025, when the principal and accrued interest was repaid by Africa Energy in full. The note
carried an annual interest rate of 15%. In the three months ended March 31, 2025, interest on the note amounted to $0.2 million (three and
six months ended June 30, 2024 - $0.1 million and $0.2 million respectively).
B. Transactions with Eco:
On July 26, 2024, the Company signed an agreement with Eco to acquire an additional 1.0% interest in Block 3B/4B from Azinam Limited, Eco’s
wholly owned subsidiary, in exchange for all common shares and warrants over common shares held by the Company in Eco. On January 13,
2025, the Company announced that it had completed this transaction. The Company’s interest in Block 3B/4B increased by 1.0% to 18.0% and
the Company ceased to be a shareholder in Eco. Meren will benefit from the carry agreed between Eco, TotalEnergies and QatarEnergy for this
incremental interest.
C. Transactions with Impact:
On January 29, 2025, Impact distributed $31.6 million net to the Company’s shareholding.
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D. Transactions with BTG Oil & Gas:
The Company has recorded an indemnity asset of $21.6 million recognized under the deed of indemnity entered into between the Company
and BTG Oil & Gas (see note 14).
26. Financial risk management:
The Company’s activities expose it to a variety of financial risks that arise as a result of its 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 June 30, 2025, the Company held $111.8 million (as at December 31, 2024 - $1.1 million) of cash in financial institutions
outside of Canada, the Netherlands and the UK. The Company also held $21.1 million (as at December 31, 2024 – $20.9 million) 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 June 30, 2025, the Company had $266.6 million of cash and cash equivalents and $94.1 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 June 20, 2029, 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 June 30, 2025, the Company has $88.5 million of liabilities that mature on December
31, 2025, based on the currently approved BBA profile, subject to the results of the next redetermination. A further $75.3 million will mature
between six months and one year, $135.4 million will mature between one year and two years with the remaining balance of $240.8 million due
between two and five years (as at December 31, 2024 – no maturities of its material contractual liabilities in excess of six months).
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 and Corporate Facility have a variable interest rate, that is referenced to SOFR and exposes the Company to interest rate risk when
drawn.
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Report to Shareholders | June 30, 2025
PAGE 52
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 approximately 50-70% of its next 12-months’ scheduled cargos. Physical sales are with counterparties including oil supermajors. The
counterparties are part of groups with investment grade credit ratings.
Of the 6 cargoes expected for the remainder of the year post Q2 2025, 3 cargos have the trigger price mechanism activated at an average price
of $64.6/bbl. The remaining 3 cargoes are currently unhedged with no trigger price mechanism in place. The future fixed prices have de-risked
the impact of oil price volatility on the business for the remainder of 2025.
27. Subsequent events:
On August 12, 2025, the Company’s Board has declared the third quarterly dividend in 2025 of approximately $25.1 million ($0.0371 per share)
payable in September 2025 to shareholders of record at the close of business on August 20, 2025.
The Company reduced the RBL debt balance by $60.0 million in July 2025.
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