Kvartalsrapport Q4 2025

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Report to Shareholders  |  December 31, 2025
This specification of deferred tax assets and tax liabilities does not agree to the face of the balance sheet due to the netting off of balances in 
the balance sheet when they relate to the same jurisdiction.
Deferred tax liabilities are mainly recognised for the timing difference of depreciation on the Group’s Nigerian assets for tax purposes 
(accelerated) compared to accounting purposes. Of the deferred tax liabilities as at 31 December 2025 of $281.8 million, $57.9 million is 
expected to be reversed within 12 months.
No deferred tax liabilities were recognised for temporary differences associated with investments in subsidiaries because the Group is in a 
position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the 
foreseeable future.
Pillar Two income taxes
The Group is subject to the global minimum top-up tax (‘Pillar Two’) legislation, which has entered into force on 31 December 2023 and is 
effective as of January 1, 2024, onwards. The Group is active in Canada, United Kingdom, The Netherlands, Nigeria, Equatorial Guinea and South 
Africa.
Based on the Pillar Two legislation, the Group is subject to an additional top-up tax for the difference between the effective tax rate per tax 
jurisdiction as calculated under Pillar Two and a minimum tax rate of 15%.
The Group makes use of the so-called transitional CbCR safe harbour rules, using the (provisional) 2025 Country-by Country report and 
underlying financial statements. These rules are expected to apply for all countries where the Group operates.
The Qualified Domestic Minimum Top-up Tax (‘QDMTT’) will be applicable in Canada and the Income Inclusion Rule (‘IRR’) will be applicable with 
respect to the countries where the Group operates. No top-up tax is included in consolidated tax expense since the safe harbour rules are met.
Each of the subsidiaries is legally responsible for the minimum top-up taxes payable in the jurisdiction in which they operate. The Company is 
liable for the minimum top-up taxes under the IRR and charges this back to the respective subsidiaries.
The Group has applied the temporary mandatory exemption under IFRS to recognise and disclose deferred tax assets and liabilities related to 
Pillar Two income taxes and recognises income tax in the reporting period in which it is payable or refundable.
25. Net loss per share:
For the years ended December 31, 2025 December 31, 2024
       Weighted Average           Weighted Average
  Net loss
Number of 
shares
Per share 
amounts Net loss
Number  
of shares
Per share 
amounts
Basic loss per share
Net loss attributable to common 
shareholders (31.6) 624,464,015 (0.05) (279.1) 449,431,803 (0.62)
Effect of dilutive securities - - - - -
Dilutive loss per share (31.6) 624,464,015 (0.05) (279.1) 449,431,803 (0.62)
In the year ended December 31, 2025, the Company used an average market price of CAD $1.83 per share (year ended December 31, 2024 – all 
potential dilutive shares were considered antidilutive as the Company reported a loss) 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 year ended 
December 31, 2025, 2,707 options, 715,525 RSUs and 7,003,347 PSUs, were anti-dilutive and were not included in the calculation of dilutive 
income per share (year ended December 31, 2024, 200,636 options, 1,174,553 RSUs and 5,655,586 PSUs, were anti-dilutive and were not 
included in the calculation of dilutive income per share). 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. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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Report to Shareholders  |  December 31, 2025
26. 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, $0.8 million was provided in the year ended December 31, 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 (year ended December 31, 2024 - $0.5 
million). 
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, 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.
D. Transactions with BTG Oil & Gas:
On March 19, 2025, the Company completed the transaction with BTG Oil & Gas to consolidate its interest in Meren Coop (see note 4). 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).   
E. Remuneration of Directors and Senior Management:
Remuneration of Non-Executive Directors and Senior Management includes all amounts earned and awarded to the Company’s Board of 
Directors and Senior Management. Senior Management includes the Company’s President and Chief Executive Officer, Chief Financial Officer, 
Chief Commercial and Operations Officer, Chief Operating Officer (position removed in 2025), Chief Technical Officer (position removed in 
2025),  Chief Legal Officer and Chief Human Resources Officer. 
Directors’ fees include Board and Committee Chair retainers. Management’s short-term wages and benefits include salary, benefits, bonuses and 
any other cash-based compensation earned or awarded during the year. Share-based compensation includes expenses related to the Company’s 
Share Option Plan as well as the LTIP.
For the years ended  
December 31, 
2025
December 31, 
2024
Non-Executive Directors' fees 0.7 0.5
Non-Executive Directors' share-based compensation 1.4 0.6
Managements’ short-term wages and benefits 7.1 7.3
Managements’ share-based compensation 3.5 0.5
12.7 8.9
 
27. Subsidiaries
The Company has the following wholly owned subsidiaries; Meren Nigeria 234 Ltd. (Nigeria), Meren Nigeria 52 Ltd. (Nigeria), Meren Coöperatief 
U.A. (Netherlands), Meren International Holdings B.V. (Netherlands), Meren Turkana B.V. (Netherlands), Africa Oil Kenya B.V. (Netherlands), 
Meren Holdings B.V. (Netherlands), Africa Oil Alpha B.V (Netherlands), Africa Oil Beta B.V (Netherlands), Meren Centric B.V (Netherlands), Africa 
Oil Turkana Ltd. (Kenya), Centric Energy (Kenya) Ltd. (Kenya), Meren Services Limited (England & Wales), Meren Nigeria Overseas Corp. (British 
Columbia) and Meren SA Energy Corp. (British Columbia). 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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Report to Shareholders  |  December 31, 2025
28. Capital management:
The Company’s objective when managing capital structure is to maintain balance sheet strength in order to ensure the Company’s strategic 
exploration, appraisal and business development objectives are met while providing an appropriate return to shareholders relative to the risk 
of the Company’s underlying assets. 
The Company manages its capital structure and makes adjustments to it based on changes in economic conditions and the risk characteristics of 
the underlying assets. In order to maintain or adjust the capital structure, the Company may issue additional shares, issue debt, execute working 
interest farm-out arrangements and revise its capital expenditures program. In addition, the Company manages its cash and cash equivalents 
balances based on forecasted capital outlays and foreign exchange risks in order to ensure that the risk of negative foreign exchange effects 
are minimized while ensuring that interest yields on account balances are appropriate. The Company considers its capital structure to include 
shareholder’s equity, debt and working capital. The Company does not have externally imposed capital requirements. 
29. 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 
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 December 31, 2025, the Company held $15.9 million (as at December 31, 2024 - $1.1 million) of cash in financial institutions 
outside of Canada, the Netherlands and the UK. The Company held no cash (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 December 31, 2025, the Company had $174.7 million of cash and cash equivalents and $468.4 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 December 31, 2025, the Company has no liabilities that mature on June 30, 2026, based 
on the currently approved BBA profile, subject to the results of the next redetermination. An amount of $67.7 million will mature between six 
months and one year, $108.0 million will mature between one year and two years with the remaining balance of $154.3 million due between 
two and five years (as at December 31, 2024 – no maturities of its material contractual liabilities in excess of six months).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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Report to Shareholders  |  December 31, 2025
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet 
date to the contractual maturity date. The Group has further financial liabilities in relation to interest on the RBL. The size of these interest 
payments depends on the outstanding loan balance of the RBL and the applicable SOFR interest rate. 
 
December 31, 
2025
December 31, 
2024
Non-current
Repayment within 1-2 years:
- Reserve based lending facility (1) 124.6 -
- Lease liability 1.2 0.7
Repayment within 2-5 years:
- Reserve based lending facility (1) 162.5 -
- Lease liability 1.7 1.9
290.0 2.6
Current
Repayment within 6 months:
- Reserve based lending facility (1) 13.2
- Lease liability 0.4 0.3
- Short-term payables with partners 97.9 -
- Other payables 2.8 2.0
Repayment after 6 months:
- Reserve based lending facility (1) 79.3 -
- Lease liability 0.5 0.4
194.1 2.7
(1) Includes estimated interest payments related to the RBL facility. Payments were estimated based on the interest rate at December 31, 2025, and 
the estimated average outstanding loan balance of each period under the existing RBL, see note 15.
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 remaining RBL principal amounts of $330.0 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 15 to these consolidated financial statements. 
The following table demonstrates the sensitivity of the Group’s profit before tax from a reasonably possible change in interest rates of the 
floating rate borrowings (with all other variables held constant). The impact on equity is the same as the impact on profit before tax.
Increase/ (decrease) in interest rates
Effect on profit before tax 
increase/ (decrease)
For the year ended  December 31, 2025
+2.5% (9.0)
-2.5% 9.0
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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Report to Shareholders  |  December 31, 2025
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, 2 cargoes have the trigger price mechanism activated at an average price of 
$62.1/bbl.
As at 31 December 2025, the Company holds derivatives, as outlined in the tables below, that are designated as a financial asset at fair value 
through profit or loss. These derivatives were all entered into in 2025. As such, any gains or losses arising from changes in the fair value of these 
derivative are taken directly to profit or loss. 
Term bbl Sold put 
$/bbl
Bought put 
$/bbl
Sold call 
$/bbl
Sold swap 
$/bbl
FV at 
December 31, 
2025/ $’m
Asian Dated Brent Zero 
cost collar
January 1, 2026, to 
March 31, 2026 300,000 - 60.00 67.15 - 0.4
Asian Dated Brent Swap June 1, 2026, to 
September 30, 2026 600,000 - - - 63.58 2.0
Asian Dated Brent three 
-way put spread
October 1. 2026 to 
December 31, 2026 450,000 45.00 60.00 65.78 - (0.2)
Total 2.2
Crude oil price sensitivity
The table below summarizes the impact on profit before tax for changes in crude oil prices. The analysis is based on the assumption that the 
average crude oil price moves 25% resulting in a change of approximately $17.0/bbl, with all other variables held constant. Reasonably possible 
movements in crude oil prices were determined based on a review of the last years’ historical prices and economic forecasters’ expectations.
Increase/ (decrease) in crude oil prices
Effect on profit before tax 
increase/ (decrease)
For the year ended  December 31, 2025
Increase $17.0/bbl 35.2
Decrease $17.0/bbl (35.2)
30. Financial assets and liabilities:
The accounting policies for financial assets and liabilities have been applied to the line items below:
Assets
December 31, 2025 Total Amortised cost Fair value through  
profit and loss
Trade and other receivables (1) 63.0 63.0 -
Derivative financial instruments 2.2 - 2.2
Cash and cash equivalents 174.7 174.7 -
239.9 237.7 2.2
December 31, 2024
Loan to associated company 4.3 4.3 -
Trade and other receivables (1) 1.6 1.6 -
Cash and cash equivalents 61.4 61.4 -
67.3 67.3 -
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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Report to Shareholders  |  December 31, 2025
Liabilities
December 31, 2025 Total Amortised cost
Reserve based lending facility 330.0 330.0
Lease liability 3.8 3.8
Trade and other payables (2) 100.7 100.7
434.5 434.5
December 31, 2024
Lease liability 3.3 3.3
Trade and other payables (2) 2.0 2.0
5.3 5.3
(1) Underlift position and prepayments are not included in trade and other receivables as not deemed to be financial instruments.
(2) Crude oil overlift payable and accruals are not included in trade and other payables as not deemed to be financial instruments. 
The fair value of cash and cash equivalents, trade and other receivables, and trade and other payables approximate their carrying value due to 
the short-term maturity of these instruments. 
The fair value of the reserve based lending facility approximates its carrying value due to the fact that the facility has a variable interest rate, 
that is referenced to SOFR.
For financial assets measured at fair value in the balance sheet, the following fair value measurement hierarchy is used:
 ● Level 1: based on quoted prices in active markets;
 ● Level 2: based on inputs other than quoted prices as within level 1, that are either directly or indirectly observable;
 ● Level 3: based on inputs which are not based on observable market data.
Based on this hierarchy, financial assets and liabilities measured at fair value can be detailed as follows:
 ● Derivative financial instruments - $2.2 million – level 2.
Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect the placement within 
the fair value hierarchy level. 
31. Supplementary information:
The following table reconciles the changes in non-cash working capital as disclosed in the consolidated statement of cash flows:
For the years ended  
December 31, 
2025
December 31, 
2024
Relating to
Changes in current assets 181.5 (1.5)
Changes in current liabilities (87.5) (13.3)
Changes in non-cash working capital 94.0 (14.8)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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Report to Shareholders  |  December 31, 2025
32. Subsequent events:
In January 2026, Meren and its JV Parties in PML 2/3 successfully executed an amendment to the gas sale agreement that includes a revised 
index for gas pricing, locking a long-term gas price that is more reflective of the current LNG economics compared to 2018 when the contract 
was initially signed. The amendment also includes a mechanism for the sellers to recover the historical difference between the interim gas price 
adjustment and the new index, starting from 2020 when the previous index ceased to be published. This historical amount will be recovered 
through an upward adjustment to the netback pricing that includes the handling fee for the gas sold.  
On February 24, 2026, the Company’s Board declared the first quarterly dividend in 2026 of approximately $25.1 million ($0.0371 per share) 
payable in April 2026 to shareholders of record at the close of business on March 20, 2026.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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